10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 ___________________________________________________

FORM 10-Q

  ___________________________________________________

(Mark One)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 31, 2016

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number 001-36495

 ___________________________________________________

IHS MARKIT LTD.

(Exact name of registrant as specified in its charter)

 ___________________________________________________

Bermuda	001-36495	N/A
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification Number)

4th Floor, Ropemaker Place

25 Ropemaker Street

London, England

EC2Y 9LY

(Address of Principal Executive Offices)

+44 20 7260 2000

(Registrant’s telephone number, including area code)

 ___________________________________________________ 

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    x  Yes    o  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    o  Yes    x  No

As of August 31, 2016, there were 421,946,796 Common Shares outstanding.

TABLE OF CONTENTS

		Page
PART I. Financial Information
	Item 1. Financial Statements	4
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
	Item 3. Quantitative and Qualitative Disclosures About Market Risk	33
	Item 4. Controls and Procedures	34
PART II. Other Information
	Item 1. Legal Proceedings	34
	Item 1A. Risk Factors	34
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	37
	Item 5. Other Information	37
	Item 6. Exhibits	37
SIGNATURE		41

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (Securities Exchange Act). In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “anticipate,” “intend,” “plan,” “goal,” “seek,” “aim,” “strive,” “believe,” “see,” “project,” “predict,” “estimate,” “expect,” “continue,” “strategy,” “future,” “likely,” “may,” “might,” “should,” “will,” “would,” “target,” similar expressions, and variations or negatives of these words. Examples of forward-looking statements include, among others, statements we make regarding: guidance and predictions relating to expected operating results, such as revenue growth and earnings; strategic actions, including acquisitions and dispositions, anticipated benefits from strategic actions including the merger between IHS Inc. and Markit Ltd., and our success in integrating acquired businesses; anticipated levels of capital expenditures in future periods; our belief that we have sufficient liquidity to fund our ongoing business operations; expectations of the effect on our financial condition of claims, litigation, environmental costs, contingent liabilities and governmental and regulatory investigations and proceedings; and our strategy for customer retention, growth, product development, market position, financial results, and reserves. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict and many of which are outside of our control. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: economic and financial conditions, including volatility in interest and exchange rates; our ability to manage system failures, capacity constraints, and cyber risks; our ability to successfully manage risks associated with changes in demand for our products and services as well as changes in our targeted industries; our ability to develop new platforms to deliver our products and services, pricing, and other competitive pressures; legislative, regulatory and economic developments, including any new or proposed U.S. Treasury rule changes; the extent to which we are successful in gaining new long-term relationships with customers or retaining existing ones and the level of service failures that could lead customers to use competitors' services; the anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the combined company’s operations; the ability of IHS Markit to integrate the business successfully and to achieve anticipated synergies, risks and costs; any potential adverse reactions (including litigation), any disruptions or changes to business relationships resulting from the completion of the merger; the ability of IHS Markit to retain and hire key personnel; our ability to satisfy our debt obligations and our other ongoing business obligations; the continued availability of capital and financing and rating agency actions; legislative, regulatory and economic developments; and the occurrence of any catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities. These risks, as well as other risks, are more fully discussed in IHS Markit’s filings and filings of IHS Inc. with the U.S. Securities and Exchange Commission (SEC). While the list of

2

factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on IHS Markit’s consolidated financial condition, results of operations, credit rating or liquidity. Therefore, you should not rely on any of these forward-looking statements. Any forward-looking statement made by us in this quarterly report on Form 10-Q is based only on information currently available to us and speaks only as of the date of this report. IHS Markit does not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

Website and Social Media Disclosure

We use our website (www.ihsmarkit.com) and corporate Twitter account (@IHSMarkit) as routine channels of distribution of company information, including news releases, analyst presentations, and supplemental financial information, as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor our website and our corporate Twitter account in addition to following press releases, SEC filings and public conference calls and webcasts. Additionally, we provide notifications of news or announcements as part of our investor relations website. Investors and others can receive notifications of new information posted on our investor relations website in real time by signing up for email alerts.

None of the information provided on our website, in our press releases, public conference calls and webcasts, or through social media channels is incorporated into, or deemed to be a part of, this quarterly report on Form 10-Q or in any other report or document we file with the SEC, and any references to our website or our social media channels are intended to be inactive textual references only.

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PART I.   FINANCIAL INFORMATION

Item 1. Financial Statements

IHS MARKIT LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except par value)

	As of			As of
	August 31, 2016			November 30, 2015
	(Unaudited)			(Audited)
Assets
Current assets:
Cash and cash equivalents	$	200.7		$	291.6
Accounts receivable, net	514.7			355.9
Income tax receivable	8.7			4.6
Deferred subscription costs	53.0			52.8
Assets held for sale	—			193.4
Other	152.4			52.2
Total current assets	929.5			950.5
Non-current assets:
Property and equipment, net	391.6			314.4
Intangible assets, net	4,565.2			1,014.7
Goodwill	8,423.5			3,287.5
Deferred income taxes	6.6			6.6
Other	12.0			3.8
Total non-current assets	13,398.9			4,627.0
Total assets	$	14,328.4		$	5,577.5
Liabilities and shareholders' equity
Current liabilities:
Short-term debt	$	126.0		$	36.0
Accounts payable	57.4			59.2
Accrued compensation	134.1			105.5
Accrued royalties	24.0			33.3
Other accrued expenses	237.0			118.4
Income tax payable	32.7			23.3
Deferred revenue	803.4			552.5
Liabilities held for sale	—			32.1
Total current liabilities	1,414.6			960.3
Long-term debt	3,140.0			2,071.5
Accrued pension and postretirement liability	25.8			26.7
Deferred income taxes	1,125.8			259.5
Other liabilities	111.9			58.6
Commitments and contingencies
Redeemable noncontrolling interest	77.7			—
Shareholders' equity:
Common shares, $0.01 par value, 3,000.0 and 569.1 authorized, 451.6 and 250.0 issued, and 421.9 and 240.2 outstanding at August 31, 2016 and November 30, 2015, respectively	4.5			2.5
Additional paid-in capital	7,085.0			1,051.3
Treasury shares, at cost: 29.7 and 9.8 at August 31, 2016 and November 30, 2015, respectively	(156.9		)	(317.0		)
Retained earnings	1,718.8			1,655.3
Accumulated other comprehensive loss	(218.8		)	(191.2		)
Total shareholders' equity	8,432.6			2,200.9
Total liabilities and shareholders' equity	$	14,328.4		$	5,577.5

See accompanying notes.

4

IHS MARKIT LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In millions, except for per-share amounts)

	Three months ended August 31,						Nine months ended August 31,
	2016			2015			2016			2015
Revenue	$	724.6		$	557.9		$	1,861.0		$	1,628.6
Operating expenses:
Cost of revenue	269.1			209.2			692.2			624.3
Selling, general and administrative	267.6			200.1			661.1			589.2
Depreciation and amortization	91.7			54.8			216.5			159.5
Restructuring charges	10.6			1.9			23.9			22.0
Acquisition-related costs	104.5			0.1			119.9			0.6
Net periodic pension and postretirement expense	0.6			0.6			1.2			1.5
Other expense (income), net	(2.8		)	0.2			(2.0		)	1.3
Total operating expenses	741.3			466.9			1,712.8			1,398.4
Operating income (loss)	(16.7		)	91.0			148.2			230.2
Interest income	0.3			0.3			0.9			0.6
Interest expense	(36.5		)	(18.2		)	(92.0		)	(52.6		)
Non-operating expense, net	(36.2		)	(17.9		)	(91.1		)	(52.0		)
Income (loss) from continuing operations before income taxes and equity in earnings of equity method investee	(52.9		)	73.1			57.1			178.2
Benefit (provision) for income taxes	23.1			(16.3		)	(0.7		)	(36.7		)
Equity in earnings (loss) of equity method investee	(1.2		)	—			(1.2		)	—
Income (loss) from continuing operations	(31.0		)	56.8			55.2			141.5
Income (loss) from discontinued operations, net	(1.0		)	2.3			8.0			8.1
Net income (loss)	(32.0		)	59.1			63.2			149.6
Net loss attributable to noncontrolling interest	0.3			—			0.3			—
Net income (loss) attributable to IHS Markit Ltd.	$	(31.7	)	$	59.1		$	63.5		$	149.6
Basic earnings (loss) per share:
Income (loss) from continuing operations attributable to IHS Markit Ltd.	$	(0.09	)	$	0.23		$	0.20		$	0.58
Income (loss) from discontinued operations, net	—			0.01			0.03			0.03
Net income (loss) attributable to IHS Markit Ltd.	$	(0.09	)	$	0.24		$	0.23		$	0.61
Weighted average shares used in computing basic earnings per share	340.1			243.1			273.5			244.1
Diluted earnings (loss) per share:
Income (loss) from continuing operations attributable to IHS Markit Ltd.	$	(0.09	)	$	0.23		$	0.20		$	0.58
Income (loss) from discontinued operations, net	—			0.01			0.03			0.03
Net income (loss) attributable to IHS Markit Ltd.	$	(0.09	)	$	0.24		$	0.23		$	0.61
Weighted average shares used in computing diluted earnings per share	340.1			244.8			277.5			246.0

See accompanying notes.

5

IHS MARKIT LTD.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In millions)

	Three months ended August 31,						Nine months ended August 31,
	2016			2015			2016			2015
Net income (loss) attributable to IHS Markit Ltd.	$	(31.7	)	$	59.1		$	63.5		$	149.6
Other comprehensive loss, net of tax:
Unrealized loss on hedging activities (1)	(5.2		)	(0.9		)	(6.9		)	(3.9		)
Foreign currency translation adjustment	(31.0		)	(15.4		)	(20.7		)	(61.2		)
Total other comprehensive loss	(36.2		)	(16.3		)	(27.6		)	(65.1		)
Comprehensive income (loss)	$	(67.9	)	$	42.8		$	35.9		$	84.5
(1) Net of tax expense (benefit) of $5.3, $(0.7), $4.2, and $(2.6) million for the three and nine months ended August 31, 2016 and August 31, 2015, respectively.

See accompanying notes.

6

IHS MARKIT LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In millions)

	Nine months ended August 31,
	2016			2015
Operating activities:
Net income attributable to IHS Markit Ltd.	$	63.5		$	149.6
Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization	216.5			174.8
Stock-based compensation expense	144.9			101.2
Gain on sale of business	(41.5		)	—
Impairment of assets	—			1.2
Excess tax benefit from stock-based compensation	(1.8		)	(5.9		)
Net periodic pension and postretirement expense	1.2			1.5
Undistributed earnings of affiliates, net	1.2			—
Pension and postretirement contributions	(2.2		)	(3.0		)
Deferred income taxes	6.1			(21.3		)
Change in assets and liabilities:
Accounts receivable, net	65.8			101.3
Other current assets	39.9			(20.4		)
Accounts payable	(40.6		)	2.0
Accrued expenses	7.1			(32.1		)
Income tax	(5.8		)	45.8
Deferred revenue	10.7			(1.3		)
Other liabilities	10.1			3.2
Net cash provided by operating activities	475.1			496.6
Investing activities:
Capital expenditures on property and equipment	(99.3		)	(97.7		)
Acquisitions of businesses, net of cash acquired	(1,014.4		)	(369.9		)
Proceeds from sale of business	190.2			—
Change in other assets	0.3			3.3
Settlements of forward contracts	5.6			0.8
Net cash used in investing activities	(917.6		)	(463.5		)
Financing activities:
Proceeds from borrowings	3,423.0			465.0
Repayment of borrowings	(2,876.8		)	(222.3		)
Payment of debt issuance costs	(22.8		)	—
Excess tax benefit from stock-based compensation	1.8			5.9
Proceeds from the exercise of employee stock options	69.1			—
Repurchases of common stock	(264.6		)	(148.6		)
Net cash provided by financing activities	329.7			100.0
Foreign exchange impact on cash balance	20.4			(22.7		)
Net increase (decrease) in cash and cash equivalents	(92.4		)	110.4
Cash and cash equivalents at the beginning of the period	293.1			153.2
Cash and cash equivalents at the end of the period	$	200.7		$	263.6

See accompanying notes.

7

IHS MARKIT LTD.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

(In millions)

	Common Shares				Additional Paid-In Capital (1)								Accumulated Other Comprehensive Loss
	Shares Outstanding (1)		Amount (1)					Treasury Shares			Retained Earnings					Total
Balance at November 30, 2015 (Audited)	240.2		$	2.5	$	1,051.3		$	(317.0	)	$	1,655.3	$	(191.2	)	$	2,200.9
Repurchases of common shares	(6.7	)	—		—			(230.6		)	—		—			(230.6		)
Common shares issued in connection with the Merger	182.8		2.0		6,245.4			—			—		—			6,247.4
Cancellation of treasury shares	—		—		(420.2		)	420.2			—		—			—
Share-based award activity	2.4		—		139.8			(29.5		)	—		—			110.3
Option exercises	3.2		—		69.1			—			—		—			69.1
Income tax deficit from stock-based compensation	—		—		(0.4		)	—			—		—			(0.4		)
Net income	—		—		—			—			63.5		—			63.5
Other comprehensive income (loss)	—		—		—			—			—		(27.6		)	(27.6		)
Balance at August 31, 2016	421.9		$	4.5	$	7,085.0		$	(156.9	)	$	1,718.8	$	(218.8	)	$	8,432.6
(1) Prior year balances of Common Shares Outstanding, Common Shares, and Additional Paid-in Capital have been retroactively adjusted to reflect the Merger conversion ratio.

See accompanying notes.

8

IHS MARKIT LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation and Significant Accounting Policies

On July 12, 2016, IHS Inc. (IHS), a Delaware corporation, Markit Ltd. (Markit), a Bermuda exempted company, and Marvel Merger Sub, Inc. (Merger Sub), a Delaware corporation and an indirect and wholly owned subsidiary of Markit Ltd., completed a merger (Merger) pursuant to which Merger Sub merged with and into IHS, with IHS surviving the Merger as an indirect and wholly owned subsidiary of Markit. Upon completion of the Merger, Markit became the combined group holding company and was renamed IHS Markit Ltd. (IHS Markit, we, us, or our). In accordance with the terms of the Merger agreement, IHS stockholders received 3.5566 common shares of IHS Markit for each share of IHS common stock they owned and IHS Inc. common stock was delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act.

The Merger has been accounted for as a business combination in accordance with Accounting Standards Codification (ASC) Topic 805. This standard requires that one of the two companies in the Merger be designated as the acquirer for accounting purposes based on the evidence available. We have treated IHS as the acquiring entity for accounting purposes, and accordingly, the Markit assets acquired and liabilities assumed have been adjusted based on fair value at the consummation of the Merger. Any excess of the purchase price over the fair value of identified assets acquired and liabilities assumed has been recognized as goodwill. In identifying IHS as the acquiring entity for accounting purposes, IHS Markit took into account the voting rights of all equity instruments, the intended corporate governance structure of the combined company, and the size of each of the companies. In assessing the size of each of the companies, IHS Markit evaluated various metrics, including, but not limited to: assets, revenue, operating income, EBITDA, Adjusted EBITDA, market capitalization, and enterprise value. No single factor was the sole determinant in the overall conclusion that IHS is the acquirer for accounting purposes; rather, all factors were considered in arriving at our conclusion.

IHS Markit currently qualifies as a foreign private issuer (FPI) under the rules of the SEC until at least the end of fiscal 2017. However, even while we continue to qualify as an FPI, we will report our financial results in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and have voluntarily elected to file our annual, quarterly, and current reports on Forms 10-K, 10-Q, and 8-K. We will continue to operate on a November 30 fiscal year end.

As a result of the Merger, we have created a new Financial Services segment, which consists entirely of Markit's business, and we have included revenue and expense attributable to Markit in the Financial Services segment from the date of the Merger.

Our accompanying unaudited condensed consolidated financial statements of IHS Markit Ltd. have been prepared on substantially the same basis as the IHS annual consolidated financial statements and should be read in conjunction with the audited consolidated financial statements included in the IHS Inc. Annual Report on Form 10-K for the fiscal year ended November 30, 2015 (IHS 2015 Annual Report on Form 10-K). In our opinion, these condensed consolidated financial statements reflect all adjustments necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods presented, and such adjustments are of a normal, recurring nature.

Due to the discontinued operations discussed in Note 8, we have adjusted prior period income statement amounts to reflect the impact of discontinued operations.

Recent Accounting Pronouncements

In April 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-08, which changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. The ASU is intended to reduce the frequency of disposals reported as discontinued operations by focusing on strategic shifts that have (or will have) a major effect on an entity’s operations and financial results. We adopted this ASU in the first quarter of 2016, and the adoption of the standard did not have any significant impact on our consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, which establishes a comprehensive new revenue recognition model designed to depict the transfer of goods or services to a customer in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. The ASU allows for the use of either the full or modified retrospective transition method. In March, April, and May 2016, the FASB issued ASU 2016-08, ASU 2016-10, and ASU 2016-12,

9

respectively, which provide further revenue recognition guidance related to principal versus agent considerations, performance obligations and licensing, and narrow-scope improvements and practical expedients. All of these standards will be effective for us in the first quarter of our fiscal year 2019, although early adoption is permitted. We are currently evaluating the impact of these new standards on our consolidated financial statements, as well as which transition method we intend to use.

In August 2014, the FASB issued ASU 2014-15, which requires that management evaluate the entity's ability to continue as a going concern within one year after the date that the financial statements are issued. Disclosure is required if there is substantial doubt about the entity's ability to continue as a going concern. The standard will be effective for us in the fourth quarter of our fiscal year 2017, although early adoption is permitted. We do not expect that the adoption of this ASU will have a significant impact on our consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. We early adopted the standard in the third quarter of 2016. As a result of the adoption, we have retrospectively reclassified approximately $23.7 million of debt issuance costs in the November 30, 2015 balance sheet from other current assets and other non-current assets to long-term debt.

In April 2015, the FASB issued ASU 2015-05, which provides guidance about a customer's accounting for fees paid in cloud computing arrangements. If a cloud computing arrangement includes a software license, then the customer should account for the software license element consistent with the acquisition of other software licenses. If the arrangement does not contain a software license, the customer should account for the arrangement as a service contract. The standard will be effective for us in the first quarter of our fiscal year 2017, although early adoption is permitted. We anticipate that we will adopt this standard using the prospective transition method, and do not expect that the adoption of this ASU will have a significant impact on our consolidated financial statements.

In September 2015, the FASB issued ASU 2015-16, which requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The standard will be effective for us in the first quarter of our fiscal year 2017, although early adoption is permitted. We do not expect that the adoption of this ASU will have a significant impact on our consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, which requires that lease assets and lease liabilities be recognized on the balance sheet, and that key information about leasing arrangements be disclosed. The ASU requires the use of a modified retrospective transition method. The standard will be effective for us in the first quarter of our fiscal 2020, although early adoption is permitted. We are currently evaluating the impact of this new standard on our consolidated financial statements.

In March 2016, the FASB issued ASU 2016-05, which clarifies that a change in the counterparty to a derivative instrument that has been designated as the hedging instrument under Accounting Standards Codification (ASC) Topic 815 does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accounting criteria continue to be met. We early adopted the standard in the third quarter of 2016 on a prospective basis.

In March 2016, the FASB issued ASU 2016-09, which changes several aspects of the accounting for stock-based compensation, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The standard will be effective for us in the first quarter of our fiscal 2018, although early adoption is permitted. We are currently evaluating the impact of this new standard on our consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, which clarifies how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The ASU should be applied using a retrospective transition method to each period presented. The standard will be effective for us in the first quarter of our fiscal 2019, although early adoption is permitted. We are currently evaluating the impact of this new standard on our consolidated financial statements.

2. Business Combinations

During the three and nine months endedAugust 31, 2016, we completed the following acquisitions:

CARPROOF. On December 24, 2015, we acquired CARPROOF, a Canada-based company that offers products and services in vehicle history, appraisal, and valuation for the automotive industry, for approximately $459.2 million, net of cash acquired. We acquired CARPROOF in order to expand our vehicle history report services into Canada. This acquisition is included in our Transportation segment.

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Oil Price Information Service (OPIS). On February 10, 2016, we acquired OPIS, an internationally referenced pricing reporting agency that serves the oil, natural gas, and biofuels industries, for $652.3 million, net of cash acquired. OPIS information primarily serves the downstream energy market, and we completed this acquisition in support of our efforts to further diversify our energy portfolio. This acquisition is included in our Resources segment.

We have preliminarily allocated $368.6 million of the aggregate purchase price for these two acquisitions to amortizing intangible assets and $793.2 million to goodwill.

Merger with Markit Ltd.

As described in Note 1 above, we completed the Merger on July 12, 2016 in an all-share transaction. The following table shows the calculation of the purchase consideration (in millions, except for Markit closing price):

Markit shares issued and outstanding at merger date (1)	179.79
Markit closing price	$	32.70
Total equity consideration	$	5,879.1
Additional consideration for stock compensation	368.3
Total purchase consideration	6,247.4
Less cash acquired	(97.1		)
Purchase price, net of cash acquired	$	6,150.3
(1) Excludes restricted stock awards that were issued and outstanding as of the merger date, but were not yet vested.

Markit is a leading global provider of financial information services. Its offerings are designed to enhance transparency, reduce risk, and improve operational efficiency in the financial markets. We have created a new Financial Services segment for Markit, and we have included revenue and expense attributable to Markit in the Financial Services segment from the date of the Merger. Markit contributed $156.9 million of revenue and a loss of $35.0 million from continuing operations for the post-Merger period ended August 31, 2016, primarily due to merger-related costs.

The following unaudited pro forma information has been prepared as if the Merger had been consummated at December 1, 2014. This information is presented for informational purposes only, and is not necessarily indicative of the operating results that would have occurred if the Merger had been consummated as of that date. This information should not be used as a predictive measure of our future financial position, results of operations, or liquidity.

	Three months ended August 31,				Nine months ended August 31,
Supplemental pro forma financial information (unaudited)	2016		2015		2016		2015
	(In millions)
Total revenue	$	861.9	$	835.2	$	2,577.1	$	2,450.5
Net income	$	71.5	$	45.7	$	176.5	$	173.0

The pro forma net income excludes $60.4 million and $67.1 million of one-time merger and transaction costs for the three and nine months ended August 31, 2016, respectively.

The purchase price allocation for this business combination is preliminary and may change upon completion of the determination of fair value. The following table summarizes the initial purchase price allocation, net of acquired cash, for the Merger (in millions):

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Assets:
Current assets	$	322.0
Property and equipment	61.2
Intangible assets	3,323.2
Goodwill	4,369.9
Other long-term assets	14.5
Total assets	8,090.8
Liabilities:
Current liabilities	258.3
Deferred revenue	230.8
Deferred taxes	820.3
Long-term debt	535.7
Other long-term liabilities	17.9
Noncontrolling interest	77.5
Total liabilities and noncontrolling interest	1,940.5
Purchase price, net of cash acquired	$	6,150.3

3. Intangible Assets

The following table presents details of our intangible assets, other than goodwill, as of August 31, 2016 and November 30, 2015 (in millions):

	As of August 31, 2016							As of November 30, 2015
	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net
Intangible assets subject to amortization:
Information databases	$	831.6	$	(266.0	)	$	565.6	$	595.2	$	(233.7	)	$	361.5
Customer relationships	2,947.6		(186.5		)	2,761.1		540.5		(135.4		)	405.1
Developed technology	790.3		(7.3		)	783.0		—		—			—
Developed computer software	85.2		(42.8		)	42.4		84.9		(36.0		)	48.9
Trademarks	401.5		(49.7		)	351.8		166.3		(34.8		)	131.5
Other	12.4		(6.8		)	5.6		14.8		(5.7		)	9.1
Total	$	5,068.6	$	(559.1	)	$	4,509.5	$	1,401.7	$	(445.6	)	$	956.1
Intangible assets not subject to amortization:
Trademarks	55.7		—			55.7		58.6		—			58.6
Total intangible assets	$	5,124.3	$	(559.1	)	$	4,565.2	$	1,460.3	$	(445.6	)	$	1,014.7

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Intangible assets amortization expense was $61.5 million and $138.3 million for the three and nine months endedAugust 31, 2016, respectively, compared to $33.8 million and $97.6 million for the three and nine months endedAugust 31, 2015. The following table presents the estimated future amortization expense related to intangible assets held as of August 31, 2016 (in millions):

Year	Amount
Remainder of 2016	$	85.1
2017	$	330.9
2018	$	319.0
2019	$	305.4
2020	$	295.7
Thereafter	$	3,173.4

Goodwill, gross intangible assets, and net intangible assets were all subject to foreign currency translation effects. Changes in our goodwill and gross intangible assets from November 30, 2015 to August 31, 2016 were primarily the result of recent acquisitions, most notably the Merger. The change in net intangible assets was primarily due to acquisitions made in 2016, partially offset by current year amortization.

4. Debt

The following table summarizes total indebtedness as of August 31, 2016 and November 30, 2015 (in millions):

	August 31, 2016			November 30, 2015
2016 revolving facility	$	782.0		$	—
2016 term loan:
Tranche A-1	656.0			—
Tranche A-2	550.0			—
5% senior notes due 2022	750.0			750.0
Institutional senior notes:
Series A	210.0			—
Series B	290.0			—
Share repurchase liability	64.9			—
Debt issuance costs	(42.3		)	(23.7		)
Capital leases	5.4			6.2
2014 revolving facility	—			710.0
2013 term loan:
Tranche A-1	—			665.0
Tranche A-2	—			—
Total debt	$	3,266.0		$	2,107.5
Current portion	(126.0		)	(36.0		)
Total long-term debt	$	3,140.0		$	2,071.5

2016 revolving facility. In July 2016, we entered into a $1.85 billion senior unsecured revolving credit agreement (2016 revolving facility). Borrowings under the 2016 revolving facility mature in July 2021. The interest rates for borrowings under the 2016 revolving facility are the applicable LIBOR plus a spread of 1.00 percent to 1.75 percent, depending upon our Leverage Ratio, which is defined as the ratio of Consolidated Funded Indebtedness to rolling four-quarter Consolidated Earnings Before Interest Expense, Taxes, Depreciation and Amortization (EBITDA), as such terms are defined in the revolving facility agreement. A commitment fee on any unused balance is payable periodically and ranges from 0.13 percent to 0.30 percent based upon our Leverage Ratio. We had approximately $1.5 million of outstanding letters of credit under the 2016 revolving facility as of August 31, 2016, which reduces the available borrowing under the facility by an equivalent amount. Amounts borrowed under the 2016 revolving facility were used to repay all amounts borrowed under the 2014 revolving facility.

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2016 term loan. In July 2016, we entered into a $1.206 billion amortizing term loan agreement (2016 term loan). The term loan includes two tranches, a $656.0 million tranche loan (Tranche A-1) and a $550 million tranche loan (Tranche A-2). The 2016 term loan has a final maturity date of July 2021. The interest rates for borrowings under the 2016 term loan are the same as those under the 2016 revolving facility. Amounts borrowed under the 2016 term loan were used to repay all amounts borrowed under the 2013 term loan.

Subject to certain conditions, the 2016 revolving facility and the 2016 term loan may be expanded by up to an aggregate of $500 million in additional commitments or term loans. The 2016 revolving facility and the 2016 term loan have certain financial and other covenants, including a maximum Leverage Ratio and a minimum Interest Coverage Ratio, as such terms are defined in the agreement.

5% senior notes due 2022 (5% Notes). In October 2014, IHS Inc. issued $750 million aggregate principal amount of senior unsecured notes due 2022 in an offering not subject to the registration requirements of the Securities Act of 1933, as amended (the Securities Act). In August 2015, we completed a registered exchange offer for the 5% Notes. In July 2016, in connection with the Merger described in Note 2, we completed an exchange offer for $742.8 million of the outstanding 5% Notes for an equal principal amount of new 5% senior unsecured notes issued by IHS Markit with the same maturity. Approximately $7.2 million of the 5% Notes did not participate in the exchange offer. The new 5% notes are not, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction. The new 5% notes have been admitted for trading to the official list of the Channel Islands Securities Exchange Authority.

The 5% Notes bear interest at a fixed rate of 5.000 percent and mature on November 1, 2022. Interest on the 5% Notes is due semiannually on May 1 and November 1 of each year, commencing May 1, 2015. We may redeem the 5% Notes in whole or in part at a redemption price equal to 100% of the principal amount of the notes plus the Applicable Premium, as defined in the indentures governing the 5% Notes. Additionally, at the option of the holders of the notes, we may be required to purchase all or a portion of the notes upon occurrence of a Change of Control Triggering Event as defined in the indenture, at a price equal to 101 percent of the principal amount thereof, plus accrued and unpaid interest to the date of purchase. The indenture for the new 5% notes contains covenants that limit our ability to, among other things, incur or create liens and enter into sale and leaseback transactions. In addition, the indenture contains a covenant that limits our ability to consolidate or merge with another entity or to sell all or substantially all of our assets to another entity. The indenture contains customary default provisions.

Institutional senior notes. In November 2015, Markit issued two series of senior unsecured notes having an aggregate principal amount of $500 million to certain institutional investors. The Series A notes bear interest at a fixed rate of 3.73 percent and mature on November 4, 2022. The Series B notes bear interest at a fixed rate of 4.05 percent and mature on November 4, 2025. Interest is paid semi-annually from the anniversary of issuance. The institutional senior notes have certain financial and other covenants, including a maximum Consolidated Leverage Ratio and a minimum Interest Coverage Ratio, as such terms are defined in the Note Purchase and Guarantee Agreement.

Share repurchase liability. In August 2012, Markit executed a share repurchase where the consideration is payable in quarterly installments through May 2017. The carrying value of the debt is calculated using cash flows discounted at a rate based on an average borrowing rate of 3.10 percent.

2014 revolving facility. In October 2014, we entered into a $1.3 billion senior unsecured revolving credit agreement (2014 revolving facility). Borrowings under the 2014 revolving facility mature in October 2019 bore interest at the same rates and spreads as the 2013 term loan, as described below. A commitment fee on any unused balance was payable periodically and ranged from 0.13 percent to 0.30 percent based upon our Leverage Ratio. In July 2016, we repaid all amounts outstanding, cancelled all commitments under the 2014 revolving facility, and terminated the 2014 revolving facility.

2013 term loan. In February 2016, we amended and restated our senior unsecured amortizing term loan agreement originally entered into in the third quarter of 2013 (2013 term loan), adding a $550 million tranche loan (Tranche A-2) to the amount outstanding under the existing tranche loan (Tranche A-1). The 2013 term loan had a maturity date of October 2019. The interest rates for borrowings under the 2013 term loan were the applicable LIBOR plus a spread of 1.00 percent to 2.00 percent, depending upon our Leverage Ratio, which was defined as the ratio of Consolidated Funded Indebtedness to rolling four-quarter Consolidated Earnings Before Interest Expense, Taxes, Depreciation and Amortization (EBITDA), as such terms were defined in the term loan agreements. In July 2016, we repaid all amounts outstanding under the 2013 term loan.

The 2014 revolving facility and the 2013 term loan contained certain financial and other covenants, including a maximum Leverage Ratio and a minimum Interest Coverage Ratio, as such terms were defined in the respective agreements. Both agreements were amended during the first quarter of 2016 to allow for leverage up to 4.0x for up to four quarters in connection

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with the OPIS acquisition; thereafter, the agreements would return to the original leverage allowance of 3.5x, with the ability to temporarily increase leverage to 3.75x for up to three quarters for acquisitions.

As of August 31, 2016, we were in compliance with all of our debt covenants. We have classified short-term debt based on scheduled term loan amortization payments and expected cash availability over the next 12 months. As of August 31, 2016, we had approximately $782.0 million of outstanding borrowings under the 2016 revolving facility at a current annual interest rate of 2.01 percent and approximately $1.206 billion of outstanding borrowings under the 2016 term loan at a current weighted average annual interest rate of 2.80 percent, including the effect of the interest rate swaps described in Note 5.

The carrying value of our debt instruments other than our 5% Notes, Institutional Senior Notes, and share repurchase liability approximate their fair value because of the variable interest rates associated with those instruments. The fair value of the 5% Notes as of August 31, 2016 was approximately $789.4 million, and was measured using observable inputs in markets that are not active; consequently, we have classified the 5% Notes within Level 2 of the fair value hierarchy.

5. Derivatives

Our business is exposed to various market risks, including interest rate and foreign currency risks. We utilize derivative instruments to help us manage these risks. We do not hold or issue derivatives for speculative purposes.

Interest Rate Swaps

To mitigate interest rate exposure on our outstanding revolving facility debt, we utilize interest rate derivative contracts that effectively swap $400 million of floating rate debt at a 2.86 percent weighted-average fixed interest rate, plus the applicable spread on our floating rate debt. We entered into these swap contracts in November 2013 and January 2014, and the contracts expire between May and November 2020.

Because the terms of these swaps and the variable rate debt (as amended or extended over time) coincide, we do not expect any ineffectiveness. We have designated and accounted for these instruments as cash flow hedges, with changes in fair value being deferred in accumulated other comprehensive income/loss (AOCI) in our consolidated balance sheets.

Foreign Currency Forwards

To mitigate foreign currency exposure, we utilize the following derivative instruments:

• Foreign currency forward contracts that hedge the foreign currency exposure on Euro-denominated receipts and Singapore Dollar-denominated and Indian Rupee-denominated expenses. Because the critical terms of the forward contracts and the forecasted cash flows coincide, we do not expect any ineffectiveness associated with these contracts. We designated and accounted for these derivatives as cash flow hedges, with changes in fair value being deferred in AOCI in our consolidated balance sheets. The notional amount of outstanding foreign currency forwards under these agreements as of August 31, 2016 was approximately $63.2 million. There were no outstanding foreign currency forwards under these agreements as of November 30, 2015.

• Short-term foreign currency forward contracts that manage market risks associated with fluctuations in balances that are denominated in currencies other than the local functional currency. We account for these forward contracts at fair value and recognize the associated realized and unrealized gains and losses in other expense, net, since we have not designated these contracts as hedges for accounting purposes. The following table summarizes the notional amounts of these outstanding foreign currency forward contracts as of August 31, 2016 and November 30, 2015 (in millions):

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	August 31, 2016		November 30, 2015
Notional amount of currency pair:
Contracts to buy USD with CAD	$	52.7	$	—
Contracts to buy CAD with USD	C$	5.3	C$	9.3
Contracts to buy USD with EUR	$	10.0	$	8.5
Contracts to buy EUR with USD	€	13.0	€	—
Contracts to buy CHF with USD	CHF	20.0	CHF	19.0
Contracts to buy GBP with EUR	£	—	£	3.5
Contracts to buy EUR with GBP	€	9.0	€	—
Contracts to buy GBP with USD	£	181.1	£	7.2
Contracts to buy NOK with GBP	NOK	57.0	NOK

Fair Value of Derivatives

Since our derivative instruments are not listed on an exchange, we have evaluated fair value by reference to similar transactions in active markets; consequently, we have classified all of our derivative instruments within Level 2 of the fair value measurement hierarchy. The following table shows the classification, location, and fair value of our derivative instruments as of August 31, 2016 and November 30, 2015 (in millions):

	Fair Value of Derivative Instruments				Location on consolidated balance sheets
	August 31, 2016		November 30, 2015
Assets:
Derivatives designated as accounting hedges:
Foreign currency forwards	$	1.2	$	—	Other current assets
Derivatives not designated as accounting hedges:
Foreign currency forwards	2.0		0.1		Other current assets
Total	$	3.2	$	0.1
Liabilities:
Derivatives designated as accounting hedges:
Interest rate swaps	$	26.5	$	24.3	Other accrued expenses and other liabilities
Foreign currency forwards	0.5		—		Other accrued expenses
Derivatives not designated as accounting hedges:
Foreign currency forwards	0.3		0.4		Other accrued expenses
Total	$	27.3	$	24.7

The net (gain) loss on foreign currency forwards that are not designated as hedging instruments for the three and nine months endedAugust 31, 2016 and the three and nine months endedAugust 31, 2015, respectively, was as follows (in millions):

	Amount of (gain) loss recognized in the consolidated statements of operations
	Three months ended August 31,					Nine months ended August 31,					Location on consolidated statements of operations
	2016			2015		2016			2015
Foreign currency forwards	$	(11.3	)	$	4.1	$	(7.6	)	$	3.1	Other expense (income), net

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The following table provides information about the cumulative amount of unrecognized hedge losses recorded in AOCI, net of tax, as of August 31, 2016 and August 31, 2015, respectively, as well as the activity on our cash flow hedging instruments for the three and nine months endedAugust 31, 2016 and the three and nine months endedAugust 31, 2015, respectively (in millions):

	Three months ended August 31,						Nine months ended August 31,
	2016			2015			2016			2015
Beginning balance	$	(16.3	)	$	(12.5	)	$	(14.6	)	$	(9.5	)
Amount of gain (loss) recognized in AOCI on derivative:
Interest rate swaps	(6.5		)	(1.1		)	(10.9		)	(4.6		)
Foreign currency forwards	(0.2		)	0.1			(0.2		)	0.9
Amount of loss (gain) reclassified from AOCI into income:
Interest rate swaps (1)	1.5			0.5			4.4			1.0
Foreign currency forwards (1)	—			(0.4		)	(0.2		)	(1.2		)
Ending balance	$	(21.5	)	$	(13.4	)	$	(21.5	)	$	(13.4	)
(1) Pre-tax amounts reclassified from AOCI into income related to interest rate swaps are recorded in interest expense, and pre-tax amounts reclassified from AOCI into income related to foreign currency forwards are recorded in revenue.

Approximately $7.4 million of the $26.5 million unrecognized pre-tax losses relating to the interest rate swaps are expected to be reclassified into interest expense within the next 12 months.

6. Restructuring Charges

During the nine months ended August 31, 2016, we eliminated 327 positions as we continued the transition to our new segment operating model and continued to leverage our shared services cost structure. We also incurred additional direct and incremental costs related to lease abandonments, as well as revising a lease abandonment estimate because we secured a sub-tenant much earlier than anticipated. We expect to continue to incur costs related to these and other similar activities in future periods, resulting in additional restructuring charges.

During the nine months ended August 31, 2016, we recorded approximately $23.9 million of restructuring charges for these activities. Of these charges, approximately $12.7 million was recorded in the Resources segment, $4.8 million was recorded in the Transportation segment, and $6.5 million was recorded in the CMS segment.

The following table provides a reconciliation of the restructuring liability, recorded in other accrued expenses, as of August 31, 2016 (in millions):

	Employee Severance and Other Termination Benefits			Contract Termination Costs			Other		Total
Balance at November 30, 2015	$	8.5		$	6.2		$	0.1	$	14.8
Add: Restructuring costs incurred	20.6			3.9			—		24.5
Revision to prior estimates	(0.1		)	(0.5		)	—		(0.6		)
Less: Amount paid	(23.2		)	(2.2		)	—		(25.4		)
Balance at August 31, 2016	$	5.8		$	7.4		$	0.1	$	13.3

As of August 31, 2016, approximately $6.6 million of the remaining restructuring liability was in the Resources segment, approximately $4.0 million was in the Transportation segment, and approximately $2.6 million was in the CMS segment. Approximately $10.4 million of the balance is expected to be paid within the next 12 months; the remaining amount relates to lease abandonments that will be paid over the remaining lease periods through 2021.

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7. Acquisition-related Costs

During the nine months ended August 31, 2016, we recorded approximately $119.9 million of direct and incremental costs associated with acquisition-related activities. These costs were incurred for banking, legal, and professional fees associated with the Merger and other recent acquisitions, as well as employee severance charges and employee retention costs. Most of these costs were recorded in the Financial Services segment and the shared services function.

The following table provides a reconciliation of the acquisition-related costs accrued liability, recorded in other accrued expenses, as of August 31, 2016 (in millions):

	Employee Severance and Other Termination Benefits			Contract Termination Costs			Other			Total
Balance at November 30, 2015	$	—		$	0.1		$	0.3		$	0.4
Add: Costs incurred	18.9			0.3			100.9			120.1
Revision to prior estimates	—			—			(0.2		)	(0.2		)
Less: Amount paid	(2.1		)	(0.3		)	(56.0		)	(58.4		)
Balance at August 31, 2016	$	16.8		$	0.1		$	45.0		$	61.9

As of August 31, 2016, approximately $55.7 million of the remaining acquisition-related costs accrued liability was in the Financial Services segment. We expect that the remaining liability will be substantially paid within the next 12 months.

8. Discontinued Operations

In November 2015, we launched a sales process to divest our OE&RM and GlobalSpec product groups, which were components of our CMS segment, due to a portfolio evaluation where we determined that those product groups no longer aligned with our strategic goals. We sold both businesses in the second quarter of 2016 for approximately $190.2 million. The OE&RM sale has a contingent earnout provision of $35.0 million that will be evaluated throughout 2016. The net gain on sale for these two product groups was approximately $0.3 million. We entered into transition services agreements (TSAs) with each of the buyers to facilitate an orderly transition process. The results of these product groups have been classified as discontinued operations in the accompanying financial statements and footnotes.

Operating results for discontinued operations for the three and nine months endedAugust 31, 2016 and 2015 were as follows (in millions):

	Three months ended August 31,						Nine months ended August 31,
	2016			2015			2016			2015
Revenue	$	—		$	30.1		$	53.5		$	97.0
Income (loss) from discontinued operations before income taxes	$	(1.6	)	$	3.7		$	55.6		$	12.8
Tax expense	0.6			(1.4		)	(47.6		)	(4.7		)
Income (loss) from discontinued operations, net	$	(1.0	)	$	2.3		$	8.0		$	8.1

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Assets and liabilities from discontinued operations related to the divestiture of the GlobalSpec and OE&RM product groups consisted of the following amounts (in millions):

	At disposal date		November 30, 2015
Current assets	$	2.5	$	19.5
Property and equipment, net	20.3		16.4
Intangible assets, net	58.8		58.3
Goodwill	103.3		99.2
Total assets	$	184.9	$	193.4
Current liabilities	$	0.6	$	1.3
Deferred revenue	26.5		19.6
Deferred income taxes	11.8		11.2
Total liabilities	$	38.9	$	32.1

9. Pensions and Postretirement Benefits

Our net periodic pension expense for the three and nine months endedAugust 31, 2016 and 2015 consisted of the following (in millions):

	Three months ended August 31,						Nine months ended August 31,
	2016			2015			2016			2015
Service costs incurred	$	0.4		$	0.6		$	0.9		$	1.5
Interest costs on projected benefit obligation	2.2			2.1			6.4			6.3
Expected return on plan assets	(2.1		)	(2.2		)	(6.4		)	(6.6		)
Net periodic pension expense	$	0.5		$	0.5		$	0.9		$	1.2

Our net periodic postretirement expense for the three and nine months endedAugust 31, 2016 and 2015 consisted of the following (in millions):

	Three months ended August 31,				Nine months ended August 31,
	2016		2015		2016		2015
Service costs incurred	$	—	$	—	$	—	$	—
Interest costs	0.1		0.1		0.3		0.3
Net periodic postretirement expense	$	0.1	$	0.1	$	0.3	$	0.3

In September 2016, we made a $3.0 million contribution to our U.S. Retirement Income Plan in order to increase plan funding.

10. Stock-based Compensation

Stock-based compensation expense for the three and nine months endedAugust 31, 2016 and 2015 was as follows (in millions):

	Three months ended August 31,				Nine months ended August 31,
	2016		2015		2016		2015
Cost of revenue	$	14.8	$	2.1	$	17.5	$	5.0
Selling, general and administrative	65.6		29.7		125.1		91.4
Total stock-based compensation expense	$	80.4	$	31.8	$	142.6	$	96.4

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Total income tax benefits recognized for stock-based compensation arrangements were as follows (in millions):

	Three months ended August 31,				Nine months ended August 31,
	2016		2015		2016		2015
Income tax benefits	$	23.7	$	10.2	$	43.5	$	30.9

No stock-based compensation cost was capitalized during the three and nine months endedAugust 31, 2016 and 2015.

As of August 31, 2016, there was $302.7 million of unrecognized stock-based compensation cost, adjusted for estimated forfeitures, related to unvested stock-based awards that will be recognized over a weighted-average period of approximately 1.3 years. Total unrecognized stock-based compensation cost will be adjusted for future changes in estimated forfeitures.

Restricted Stock Units (RSUs) and Restricted Stock Awards (RSAs). The following table summarizes RSU/RSA activity during the nine months endedAugust 31, 2016, including shares assumed in conjunction with the Merger. Share amounts and weighted-average grant date fair values have been retroactively adjusted for the Merger conversion ratio.

	Shares		Weighted- Average Grant Date Fair Value
	(in millions)
Balance at November 30, 2015	8.7		$	30.57
RSAs/RSUs assumed	3.2		$	32.84
Granted	4.2		$	31.07
Vested	(3.7	)	$	29.80
Forfeited	(0.5	)	$	32.23
Balance at August 31, 2016	11.9		$	31.53

The total fair value of RSUs and RSAs that vested during the nine months endedAugust 31, 2016 was $109.0 million.

Stock Options. The following table summarizes stock option awards assumed in conjunction with the Merger and subsequent activity through August 31, 2016:

	Shares		Weighted- Average Grant Date Fair Value
	(in millions)
Balance at November 30, 2015	—		$	—
Options assumed	46.4		$	10.62
Granted	—		$	—
Exercised	(3.2	)	$	12.72
Forfeited	(0.1	)	$	9.07
Balance at August 31, 2016	43.1		$	10.47

11. Income Taxes

Our effective tax rate is estimated based upon the effective tax rate expected to be applicable for the full year.

Our effective tax rate for the three and nine months endedAugust 31, 2016 was negative 43.7 percent and 1.2 percent, respectively, compared to 22.3 percent and 20.6 percent for the three and nine months endedAugust 31, 2015. The change in the 2016 rates is due to the net loss generated in the three months ended August 31, 2016 due to the Merger and associated tax benefits related to merger costs, acquired intangible assets, and new capital structure.

12. Commitments and Contingencies

From time to time, in the ordinary course of our business, we are involved in various legal proceedings, lawsuits, and other claims, including employment, commercial, intellectual property, and environmental, safety, and health matters. In addition, we may receive routine requests for information from governmental agencies in connection with their regulatory or investigatory authority. We review such proceedings, lawsuits, claims, and requests for information and take appropriate action as necessary. At the present time, we can give no assurance as to the outcome of any such pending proceedings, lawsuits, claims, or requests for information and we are unable to determine the ultimate resolution of or provide a reasonable estimate

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of the range of possible loss attributable to these matters or the effect they may have on us. However, we do not expect the outcome of such proceedings, lawsuits, claims, or requests for information to have a material adverse effect on our results of operations or financial condition. We have and will continue to vigorously defend ourselves in all matters.

On April 23, 2013 (prior to our acquisition of R.L. Polk & Co.), our CARFAX subsidiary (CARFAX) was served with a complaint filed in the U.S. District Court for the Southern District of New York, purportedly on behalf of certain auto and light truck dealers. The complaint alleges, among other things, that, in violation of antitrust laws, CARFAX entered into exclusive arrangements regarding the sale of CARFAX vehicle history reports with certain auto manufacturers and owners of two websites providing classified listings of used autos and light trucks. The complaint seeks three times the actual damages that a jury finds the plaintiffs have sustained, injunctive relief, costs and attorneys’ fees. On October 25, 2013, the plaintiffs served a second amended complaint with similar allegations purporting to name approximately 469 auto dealers as plaintiffs, and counsel for plaintiffs indicated that there may be additional claimants. On September 30, 2016, the District Court granted CARFAX's motion for summary judgment, dismissing all claims in the complaint.

Between 2011 and 2016, we and other market participants responded to a civil investigation by the Competition Directorate General of the European Commission (EC) related to the credit default swaps information industry with a primary focus on the activities of certain major international investment banks, the International Swaps and Derivatives Association and IHS Markit. In July 2016, the EC formally adopted a set of commitments with us which constitute a full resolution of the investigation with respect to us without any finding of wrongdoing or monetary liability (Final Commitments). In the Final Commitments, we agreed to certain obligations regarding the governance and composition of the index advisory committees for our CDX and iTraxx CDS indices and the licensing of these indices for certain exchange-traded products. In May 2009, the Antitrust Division of the United States Department of Justice (DOJ) had initiated a similar civil investigation related to the credit default swaps information industry, for which we produced documents and participated in depositions conducted by the DOJ. In September 2016, the DOJ confirmed that it had closed its investigation.

In October 2015, the Division of Enforcement of the SEC opened a non-public civil investigation related to certain of our current and former securitized product indices, and requested that we provide certain documents and information. We responded to these inquiries in late 2015 and early 2016, and, to the extent the SEC has further inquiries, will continue to cooperate in this matter.

13. Common Stock and Earnings per Share

Weighted-average shares outstanding for the three and nine months endedAugust 31, 2016 and 2015 were calculated as follows (in millions):

	Three months ended August 31,		Nine months ended August 31,
	2016	2015	2016	2015
Weighted-average shares outstanding:
Shares used in basic EPS calculation	340.1	243.1	273.5	244.1
Effect of dilutive securities:
Restricted stock units	—	1.7	2.2	1.9
Stock options	—	—	1.8	—
Shares used in diluted EPS calculation	340.1	244.8	277.5	246.0

The effect of approximately 54.6 millionpotential shares of common stock under stock compensation plans were excluded from the calculation of diluted earnings per share for the three months ended August 31, 2016, as such shares would have been antidilutive due to the net loss incurred for the quarter.

Share Repurchase Programs

In June 2015, the IHS Board of Directors authorized the repurchase up to $500 million of IHS' Class A common stock in open market purchases or through privately negotiated transactions in compliance with Rule 10b-18 under the Securities Exchange Act, subject to market conditions, applicable legal requirements and other relevant factors. During 2016, through the date of the Merger, we had repurchased approximately $75 million under this program. This program was terminated in conjunction with the completion of the Merger.

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In February 2016, the Markit Board of Directors authorized a share repurchase program of up to $500 million of Markit common shares through February 28, 2018. This authorization continued in effect after completion of the Merger. Under this $500 million share repurchase program, management is authorized to repurchase, at its discretion, IHS Markit common shares on the open market from time to time, in privately negotiated transactions, or through accelerated repurchase agreements, subject to the availability of common shares, share price, market conditions, alternative uses of capital, and applicable regulatory requirements. As of August 31, 2016, we had repurchased $155.6 million under this $500 million authorization, all subsequent to the Merger. In August 2016, our Board of Directors modified this share repurchase program to terminate on September 29, 2016 and authorized a new share repurchase program of up to $1.5 billion of IHS Markit common shares from September 29, 2016 through November 30, 2017, to be funded using our existing cash, cash equivalents, marketable securities and future cash flows, or through the incurrence of short- or long-term indebtedness, at management's discretion. This new repurchase program does not obligate us to repurchase any set dollar amount or number of shares and may be modified, suspended, or terminated at any time without prior notice. Under the new repurchase program, we are authorized to repurchase our common shares on the open market from time to time, in privately negotiated transactions, or through accelerated repurchase agreements, subject to availability of common shares, price, market conditions, alternative uses of capital, and applicable regulatory requirements, at management’s discretion.

In August 2016, our Board of Directors separately and additionally authorized, subject to applicable regulatory requirements, the repurchase of our common shares surrendered by employees in an amount equal to the exercise price, if applicable, and statutory tax liability associated with the vesting of their equity awards, for which we pay the statutory tax on behalf of the employee and forgo receipt of the exercise price of the award from the employee, if applicable.

On December 7, 2015, Markit entered into an aggregate $200 million accelerated share repurchase (ASR) of issued and outstanding common shares. The ASR continued in effect after completion of the Merger. The total number of shares ultimately to be repurchased under the ASR will generally be based on the daily volume-weighted average price of the shares during the calculation period for the ASR, less an agreed discount. At final settlement of the ASR, we may be entitled to receive additional shares, or, under certain limited circumstances, be required to deliver shares to the relevant ASR counterparty. 

Employee Benefit Trust (EBT) Shares

We have approximately 25.2 million outstanding common shares that are held by the Markit Group Holdings Limited Employee Benefit Trust. The trust is under our control using the variable interest entity model criteria; consequently, we have consolidated and classified the trust shares as treasury shares within our consolidated balance sheets.

14. Accumulated Other Comprehensive Income (Loss)

The following table summarizes the changes in AOCI by component (net of tax) for the nine months ended August 31, 2016 (in millions):

	Foreign currency translation			Net pension and OPEB liability			Unrealized losses on hedging activities			Total
Balance at November 30, 2015	$	(163.5	)	$	(13.1	)	$	(14.6	)	$	(191.2	)
Other comprehensive loss before reclassifications	(20.7		)	—			(11.1		)	(31.8		)
Reclassifications from AOCI to income	—			—			4.2			4.2
Balance at August 31, 2016	$	(184.2	)	$	(13.1	)	$	(21.5	)	$	(218.8	)

15. Segment Information

We prepare our financial reports and analyze our business results within our four operating segments: Resources, Transportation, CMS, and Financial Services. The Financial Services segment consists entirely of the legacy Markit business. We evaluate revenue performance at the segment level and also by transaction type. No single customer accounted for 10% or more of our total revenue for the three and nine months endedAugust 31, 2016 and 2015. There are no material inter-segment revenues for any period presented.

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We evaluate segment operating performance at the Adjusted EBITDA level for each of our four segments. We define Adjusted EBITDA as net income before net interest, provision for income taxes, depreciation and amortization, stock-based compensation cost, restructuring charges, acquisition-related costs, exceptional litigation, net other gains and losses, pension mark-to-market and settlement expense, the impact of joint ventures and noncontrolling interests, and discontinued operations. Information about the operations of our four segments is set forth below (in millions).

	Three months ended August 31,						Nine months ended August 31,
	2016			2015			2016			2015
Revenue
Resources	$	210.4		$	217.8		$	647.4		$	670.1
Transportation	227.1			193.4			657.7			559.3
CMS	130.2			146.7			399.0			399.2
Financial Services	156.9			—			156.9			—
Total revenue	$	724.6		$	557.9		$	1,861.0		$	1,628.6
Adjusted EBITDA
Resources	$	94.4		$	91.0		$	275.4		$	266.4
Transportation	88.6			72.4			252.6			204.0
CMS	33.3			29.1			91.6			72.8
Financial Services	65.0			—			65.0			—
Shared services	(12.3		)	(12.9		)	(35.0		)	(33.3		)
Total Adjusted EBITDA	$	269.0		$	179.6		$	649.6		$	509.9
Reconciliation to the consolidated statements of operations:
Interest income	0.3			0.3			0.9			0.6
Interest expense	(36.5		)	(18.2		)	(92.0		)	(52.6		)
Benefit (provision) for income taxes	23.1			(16.3		)	(0.7		)	(36.7		)
Depreciation	(30.2		)	(21.0		)	(78.2		)	(61.9		)
Amortization related to acquired intangible assets	(61.5		)	(33.8		)	(138.3		)	(97.6		)
Stock-based compensation expense	(80.4		)	(31.8		)	(142.6		)	(96.4		)
Restructuring charges	(10.6		)	(1.9		)	(23.9		)	(22.0		)
Acquisition-related costs	(104.5		)	(0.1		)	(119.9		)	(0.6		)
Impairment of assets	—			—			—			(1.2		)
Share of joint venture results not attributable to Adjusted EBITDA	0.3			—			0.3			—
Adjusted EBITDA attributable to noncontrolling interest	0.3			—			0.3			—
Income (loss) from discontinued operations, net	(1.0		)	2.3			8.0			8.1
Net income (loss)	$	(31.7	)	$	59.1		$	63.5		$	149.6

Revenue by transaction type was as follows (in millions):

	Three months ended August 31,				Nine months ended August 31,
	2016		2015		2016		2015
Recurring fixed revenue	$	548.0	$	449.4	$	1,453.2	$	1,320.3
Recurring variable revenue	56.8		—		56.8		—
Non-recurring revenue	119.8		108.5		351.0		308.3
Total revenue	$	724.6	$	557.9	$	1,861.0	$	1,628.6

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to help the reader understand the financial condition and results of operations of IHS Markit Ltd. (IHS Markit, we, us, or our) as of and for the periods presented. The following discussion should be read in conjunction with the IHS 2015 Annual Report on Form 10-K, the Markit Ltd. Annual Report on Form 20-F for the year ended December 31, 2015 (Markit 2015 Annual Report on Form 20-F), each filed with the SEC, and the Condensed Consolidated Financial Statements and accompanying notes included in this Quarterly Report on Form 10-Q. References to 2016 are to our fiscal year 2016, which began on December 1, 2015 and ends on November 30, 2016.

This MD&A includes the financial results of Markit Ltd. (Markit) beginning July 12, 2016. The comparability of our operating results for the third quarter of fiscal 2016 to the same period in fiscal 2015 is significantly impacted by the Merger. As a result of the Merger, we have created a new Financial Services segment, which consists entirely of Markit's business, and we have included revenue and expense attributable to Markit in the Financial Services segment from the date of the Merger. In our discussion and analysis of comparative periods, we have quantified the Markit contribution wherever we have deemed such amounts to be meaningful. While identified amounts may provide indications of general trends, the analysis cannot completely address the effects attributable to integration efforts.

Executive Summary

Business Overview

We are a world leader in critical information, analytics and expertise to forge solutions for the major industries and markets that drive economies worldwide. We deliver next-generation information, analytics, and solutions to customers in business, finance, and government, striving to help customers improve their operational efficiency and providing insights that help lead to well-informed, confident decisions. We have more than 50,000 key business and government customers, including 85 percent of the Fortune Global 500 and the world’s leading financial institutions. Headquartered in London, England, we are committed to sustainable, profitable growth.

On July 12, 2016, IHS Inc. (IHS), a Delaware corporation, Markit Ltd. (Markit), a Bermuda exempted company, and Marvel Merger Sub, Inc. (Merger Sub), a Delaware corporation and an indirect and wholly owned subsidiary of Markit, completed a merger (Merger) pursuant to which Merger Sub merged with and into IHS, with IHS surviving the Merger as an indirect and wholly owned subsidiary of Markit. Upon completion of the Merger, Markit became the combined group holding company and was renamed IHS Markit Ltd. (IHS Markit, we, us, or our). In accordance with the terms of the Merger agreement, IHS stockholders received 3.5566 common shares of IHS Markit for each share of IHS common stock they owned.

To best serve our customers, we are organized into the following four industry- and workflow-focused segments:

•Resources, which includes our Energy and Chemicals product offerings;

• Transportation, which includes our Automotive; Maritime & Trade; and Aerospace, Defense & Security product offerings;

• Consolidated Markets & Solutions, which includes our Product Design; Technology, Media & Telecom (TMT); and Economics & Country Risk (ECR) product offerings; and

• Financial Services, which includes the entire Markit set of Information, Processing, and Solutions product offerings.

We believe that this sales and operating model helps our customers do business with us by providing a cohesive, consistent, and effective product, sales, and marketing approach by segment.

Our recurring fixed revenue and recurring variable revenue represented approximately 83 percent of our total revenue in the third quarter of 2016. Our recurring revenue is generally stable and predictable, and we have long-term relationships with many of our customers.

As we finish out fiscal year 2016, we expect to continue to improve our legacy IHS operating performance by driving greater speed, clarity, and accountability, while simultaneously focusing on maximizing the revenue and cost synergies associated with the Merger.

Key Performance Indicators

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We believe that revenue growth, Adjusted EBITDA (both in dollars and margin), and free cash flow are key financial measures of our success. Adjusted EBITDA and free cash flow are financial measures that are not prepared in accordance with U.S. generally accepted accounting principles (non-GAAP).

Revenue growth. We review year-over-year revenue growth in our segments as a key measure of our success in addressing customer needs. We measure revenue growth in terms of organic, acquisitive, and foreign currency impacts. We define these components as follows:

• Organic – We define organic revenue growth as total revenue growth from continuing operations for all factors other than acquisitions and foreign currency movements. We drive this type of revenue growth through value realization (pricing), expanding wallet share of existing customers through up-selling and cross-selling efforts, securing new customer business, and through the sale of new or enhanced product offerings.

• Acquisitive – We define acquisition-related revenue as the revenue generated from acquired products and services from the date of acquisition to the first anniversary date of that acquisition. This type of growth comes as a result of our strategy to purchase, integrate, and leverage the value of assets we acquire. We also include the impact of divestitures in this growth metric. Due to the size of the Merger, we have not included Markit's 2016 reported stub period results versus 2015 stub period results in the acquisitive category, but have broken out their results in the organic, acquisitive (for acquisitions within the past 12 months completed by legacy Markit), and foreign currency growth metrics.

• Foreign currency – We define the foreign currency impact on revenue as the difference between current revenue at current exchange rates and current revenue at the corresponding prior period exchange rates. Due to the significance of revenue transacted in foreign currencies, we believe it is important to measure the impact of foreign currency movements on revenue.

In addition to measuring and reporting revenue by segment, we also measure and report revenue by transaction type. Understanding revenue by transaction type helps us identify and address broad changes in product mix. We summarize our transaction type revenue into the following three categories:

• Recurring fixed revenue represents revenue generated from contracts specifying a fixed fee for services delivered over the life of the contract. The fixed fee is typically paid annually, semiannually, or quarterly in advance. These contracts typically consist of subscriptions to our various information offerings and software maintenance, and the revenue is usually recognized over the life of the contract. The initial term of these contracts is typically annual and non-cancellable for the term of the subscription and may contain provisions for minimum monthly payments.

• Recurring variable revenue represents revenue from contracts that specify a fee for services which is typically not fixed. The variable fee is usually paid monthly in arrears. Recurring variable revenue is based on, among other factors, the number of trades processed, assets under management, or the number of positions we value. Many of these contracts do not have a maturity date, while the remainder have an initial term ranging from one to five years. In the third quarter of 2016, this revenue was derived entirely from the Financial Services segment.

• Non-recurring revenue represents consulting (e.g., research and analysis, modeling, and forecasting), services, single-document product sales, software license sales and associated services, conferences and events, and advertising. Our non-recurring products and services are an important part of our business because they complement our recurring business in creating strong and comprehensive customer relationships.

Non-GAAP measures. We use non-GAAP financial measures such as EBITDA, Adjusted EBITDA, and free cash flow in our operational and financial decision-making. We believe that such measures allow us to focus on what we deem to be more reliable indicators of ongoing operating performance (Adjusted EBITDA) and our ability to generate cash flow from operations (free cash flow). We also believe that investors may find these non-GAAP financial measures useful for the same reasons, although we caution readers that non-GAAP financial measures are not a substitute for GAAP financial measures or disclosures. None of these non-GAAP financial measures are recognized terms under GAAP and do not purport to be an alternative to net income or operating cash flow as an indicator of operating performance or any other GAAP measure. Throughout this section on MD&A and on our website (www.ihsmarkit.com), we provide reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures.

EBITDA and Adjusted EBITDA. EBITDA and Adjusted EBITDA are used by many of our investors, research analysts, investment bankers, and lenders to assess our operating performance. For example, a measure similar to

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Adjusted EBITDA is required by the lenders under our term loan and revolving credit agreements. We define EBITDA as net income plus or minus net interest, plus provision for income taxes, depreciation, and amortization. Our definition of Adjusted EBITDA further excludes primarily non-cash items and other items that we do not consider to be useful in assessing our operating performance (e.g., stock-based compensation expense, restructuring charges, acquisition-related costs, exceptional litigation, net other gains and losses, pension mark-to-market and settlement expense, the impact of joint ventures and noncontrolling interests, and discontinued operations).

Free Cash Flow. We define free cash flow as net cash provided by operating activities less capital expenditures.

Because not all companies use identical calculations, our presentation of non-GAAP financial measures may not be comparable to other similarly titled measures of other companies. However, these measures can still be useful in evaluating our performance against our peer companies because we believe the measures provide users with valuable insight into key components of GAAP financial disclosures. For example, a company with higher GAAP net income may not be as appealing to investors if its net income is more heavily comprised of gains on asset sales. Likewise, excluding the effects of interest income and expense moderates the impact of a company’s capital structure on its performance.

Strategic Acquisitions and Divestitures

In addition to the Merger, we also completed two acquisitions during the first quarter of 2016. We paid a total purchase price of approximately $1.1 billion for those two acquisitions, and our consolidated financial statements include the results of operations and cash flows for these business combinations beginning on their respective dates of acquisition.

During 2015, we conducted a complete review of our entire business portfolio. As a result of that review, we determined that the OE&RM and GlobalSpec product offerings no longer fit with our strategic goals, and in the fourth quarter of 2015, we decided to divest those product groups. In the second quarter of 2016, we completed the sale of both of these product groups. We have entered into transition services agreements (TSAs) with the GlobalSpec and OE&RM buyers to facilitate an orderly transition process. The results of these product groups have been classified as discontinued operations in the accompanying financial statements and footnotes. We will continue to evaluate the long-term potential and strategic fit of all of our assets.

For a more detailed description of our recent acquisition and divestiture activity, see Notes 2 and 8 of "Item 1 - Financial Statements - Notes to Consolidated Financial Statements" in Part I of this Form 10-Q.

Global Operations

Approximately 40 percent of our revenue is transacted outside of the United States; however, only about 20 percent of our revenue is transacted in currencies other than the U.S. dollar. As a result, a strengthening U.S. dollar relative to certain currencies has historically resulted in a negative impact on our revenue; conversely, a weakening U.S. dollar has historically resulted in a positive impact on our revenue. However, the impact on operating income is diminished due to certain operating expenses denominated in currencies other than the U.S. dollar. Our largest foreign currency exposures are the British Pound, Euro, Canadian Dollar, Singapore Dollar, and Indian Rupee.

Results of Operations

Total Revenue

Third quarter 2016 revenue increased 30 percent compared to the third quarter of 2015, and our year-to-date 2016 revenue increased 14 percent compared to the prior-year period. The table below displays the percentage change in revenue due to organic, acquisitive, and foreign currency factors when comparing the three and nine months endedAugust 31, 2016 to the three and nine months endedAugust 31, 2015. Markit's revenue from July 12, 2016 to August 31, 2016 of approximately $157 million, less the $7 million change from the comparable 2015 stub period, has been included in the calculation of acquisitive growth in the table below, and then the components of Markit's $7 million revenue growth in the period from July 12, 2016 to August 31, 2016 versus the prior year have been included in their related factors in the table below.

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	Change in Total Revenue
(All amounts represent percentage points)	Organic		Acquisitive		Foreign Currency
Third quarter 2016 vs. third quarter 2015	(2	)%	35	%	(2	)%
Year-to-date 2016 vs. year-to-date 2015	—	%	16	%	(2	)%

The organic revenue decline for the three and nine months endedAugust 31, 2016, compared to the three and nine months endedAugust 31, 2015, was primarily attributable to a slight decline in core IHS revenue after normalizing for the prior year Boiler Pressure Vessel Code (BPVC) release, partially offset by core Markit revenue growth for the stub period. Recurring fixed organic revenue and non-recurring organic revenue both declined, while Markit's recurring variable organic growth was positive. Our Transportation segment continues to perform very well, while our Resources organic revenue decline continues in the difficult energy environment. Our CMS organic revenue growth declined because of the BPVC release in the prior year, but was also negatively impacted by the loss of a large customer, as well as continued product rationalization.

Acquisitive revenue growth for the three and nine months endedAugust 31, 2016, compared to the three and nine months endedAugust 31, 2015, was primarily due to the Merger in the third quarter of 2016, as well as the acquisitions of CARPROOF and OPIS in the first quarter of 2016.

Foreign currency had an adverse effect on our year-over-year revenue growth as the U.S. dollar continued to maintain its strength against foreign currencies. We continue to see significant uncertainty in the foreign currency markets.

Revenue by Segment

	Three months ended August 31,				Percentage Change		Nine months ended August 31,				Percentage Change
(In millions, except percentages)	2016		2015				2016		2015
Revenue:
Resources	$	210.4	$	217.8	(3	)%	$	647.4	$	670.1	(3	)%
Transportation	227.1		193.4		17	%	657.7		559.3		18	%
CMS	130.2		146.7		(11	)%	399.0		399.2		—	%
Financial Services	156.9		—		N/A		156.9		—		N/A
Total revenue	$	724.6	$	557.9	30	%	$	1,861.0	$	1,628.6	14	%

The percentage change in revenue for each segment is due to the factors described in the following table.

	Increase (decrease) in revenue
	Third quarter 2016 vs. third quarter 2015						Year-to-date 2016 vs. year-to-date 2015
(All amounts represent percentage points)	Organic		Acquisitive		Foreign Currency		Organic		Acquisitive		Foreign Currency
Resources	(12	)%	10	%	(2	)%	(9	)%	7	%	(1	)%
Transportation	9	%	9	%	(1	)%	10	%	8	%	(1	)%
CMS	(9	)%	—	%	(2	)%	(1	)%	3	%	(2	)%
Financial Services	3	%	5	%	(4	)%	3	%	5	%	(4	)%

Resources revenue for the three and nine months endedAugust 31, 2016, compared to the three and nine months endedAugust 31, 2015, continues to be negatively affected by the significant headwinds in the energy industries. On a constant currency basis, our Resources organic subscription base, which represents the annualized value of subscription contracts, has declined by approximately 8 percent in 2016 on a subscription base of approximately $700 million as of the beginning of the year. The decline has come primarily from customers reducing their geographic coverage, the long tail of Americas smaller independents experiencing a higher than normal cancellation rate, and customers deferring the renewal of software maintenance. We anticipate continued pressure on our Resources organic subscription base in the fourth quarter of 2016 as we operate in the challenged energy environment.

Transportation revenue for the three and nine months endedAugust 31, 2016, compared to the three and nine months endedAugust 31, 2015, continued to experience solid organic recurring and non-recurring growth, led by our automotive product offerings, with stable growth in the other transportation product categories as well. We continue to see strong organic growth in our automotive product category due to continued penetration, pricing, and new products within our used car product

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offerings, as well as benefits in new car product offerings due to new automotive technologies, global regulatory pressure to curb fuel consumption and emissions, and the increasing use of digital marketing. We expect to continue to see stable organic growth in the other Transportation product categories.

CMS revenue for the three and nine months endedAugust 31, 2016, compared to the three and nine months endedAugust 31, 2015, experienced organic revenue decline primarily due to the prior year BPVC release (a 5 and 1 percentage point impact for the three and nine month periods ended August 31, 2016, respectively), as well as the loss of a large customer of our RootMetrics product offerings and product rationalization within TMT.

Financial Services revenue included Markit revenue for the period from the date of the Merger until August 31, 2016. Within the Information product offerings, our 3 percent growth was primarily impacted by strong growth in the year ago period due to higher levels of non-recurring revenue.  Solutions product offerings growth of 6 percent was impacted by loan assets under management stabilizing following healthy growth in 2015. Our Processing product offerings delivered flat organic revenue growth, with strength in the loans processing business offset by declines in the derivatives processing business.

Revenue by Transaction Type

	Three months ended August 31,						Percent change				Nine months ended August 31,						Percent change
(in millions, except percentages)	2016			2015			Total		Organic		2016			2015			Total		Organic
Revenue:
Recurring fixed	$	548.0		$	449.4		22	%	(1	)%	$	1,453.2		$	1,320.3		10	%	—	%
Recurring variable	56.8			—			N/A		3	%	56.8			—			N/A		3	%
Non-recurring	119.8			108.5			10	%	(12	)%	351.0			308.3			14	%	(3	)%
Total revenue	$	724.6		$	557.9		30	%	(2	)%	$	1,861.0		$	1,628.6		14	%	—	%
As a percent of total revenue:
Recurring fixed	76		%	81		%					78		%	81		%
Recurring variable	8		%	—		%					3		%	—		%
Non-recurring	17		%	19		%					19		%	19		%

Recurring fixed revenue experienced a slight decline and was flat organically for the three and nine months endedAugust 31, 2016, respectively, compared to the three and nine months endedAugust 31, 2015, with Transportation recurring offerings providing the largest contribution to the growth, Resources recurring offerings declining as a result of the reduction in the energy subscription base, and neutral CMS growth, with Financial Services providing additional stub period growth.

Recurring variable revenue was composed entirely of Financial Services revenue for the stub period of July 12, 2016 through August 31, 2016.

Non-recurring organic revenue decreases for the three and nine months endedAugust 31, 2016, compared to the three and nine months endedAugust 31, 2015, were partially due to the prior year BPVC release (a 7 and 2 percentage point impact for the three and nine month periods ended August 31, 2016, respectively), as well as lower software sales, particularly in the energy space. The declines were partially offset by the strength of the Transportation segment's results.

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Operating Expenses

The following table shows our operating expenses and the associated percentages of revenue.

	Three months ended August 31,						Percentage Change		Nine months ended August 31,						Percentage Change
(In millions, except percentages)	2016			2015					2016			2015
Operating expenses:
Cost of revenue	$	269.1		$	209.2		29	%	$	692.2		$	624.3		11	%
SG&A expense	267.6			200.1			34	%	661.1			589.2			12	%
Total cost of revenue and SG&A expense	$	536.7		$	409.3		31	%	$	1,353.3		$	1,213.5		12	%
Depreciation and amortization expense	$	91.7		$	54.8		67	%	$	216.5		$	159.5		36	%
As a percent of revenue:
Total cost of revenue and SG&A expense	74		%	73		%			73		%	75		%
Depreciation and amortization expense	13		%	10		%			12		%	10		%

Cost of Revenue and SG&A Expense

In managing our business, we evaluate our costs by type (e.g., salaries) rather than by income statement classification. Total costs increased in absolute terms because of the Merger and 2016 acquisitions, while as a percent of revenue, cost of revenue and SG&A expense was relatively flat. We expect this percentage to decrease in the future as we integrate our legacy IHS and Markit businesses, benefit from the higher margin Markit business, and take advantage of revenue and cost synergy opportunities.

Within our cost of revenue and SG&A expense, stock-based compensation expense increased by approximately $50 million in the third quarter and nine months of 2016, primarily as a result of the assumption of and revaluation of Markit outstanding awards at the Merger date and the acceleration of certain share awards associated with severance activities post-Merger.

Depreciation and Amortization Expense

For the three and nine months endedAugust 31, 2016, compared to the three and nine months endedAugust 31, 2015, depreciation and amortization expense increased primarily because of the Merger and 2016 acquisitions. As a percent of revenue, we expect depreciation and amortization expense to continue to increase as a result of intangible assets acquired in the Merger, as well as higher capital expenditures.

Restructuring Charges

Please refer to Note 6 to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for a discussion of our restructuring activities. During the nine months ended August 31, 2016, we incurred approximately $24 million of restructuring charges, primarily for severance related to resource refinement and alignment across our segment structure, as well as other restructuring costs related to lease abandonments.

During the nine months ended August 31, 2016, we eliminated 327 positions related to these activities. We expect to continue to incur costs related to similar activities in future periods, resulting in additional restructuring charges.

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Acquisition-related Costs

Please refer to Note 7 to the Condensed Consolidated Financial Statements in this quarterly report on Form 10-Q for a discussion of costs associated with our integration and other acquisition-related activities. During the nine months ended August 31, 2016, we recorded approximately $120 million of direct and incremental costs associated with acquisition-related activities, including banking, legal, and professional fees associated with the Merger and other recent acquisitions, as well as employee severance charges and employee retention costs.

Segment Adjusted EBITDA

	Three months ended August 31,						Percentage Change		Nine months ended August 31,						Percentage Change
(In millions, except percentages)	2016			2015					2016			2015
Adjusted EBITDA:
Resources	$	94.4		$	91.0		4	%	$	275.4		$	266.4		3	%
Transportation	88.6			72.4			22	%	252.6			204.0			24	%
CMS	33.3			29.1			14	%	91.6			72.8			26	%
Financial Services	65.0			—			N/A		65.0			—			N/A
Shared services	(12.3		)	(12.9		)			(35.0		)	(33.3		)
Total Adjusted EBITDA	$	269.0		$	179.6		50	%	$	649.6		$	509.9		27	%
As a percent of segment revenue:
Resources	45		%	42		%			43		%	40		%
Transportation	39		%	37		%			38		%	36		%
CMS	26		%	20		%			23		%	18		%
Financial Services	41		%	N/A					41		%	N/A

For the three and nine months ended August 31, 2016, compared to the three and nine months ended August 31, 2015, Adjusted EBITDA increased due to cost management efforts in a lower revenue growth environment, the acquisitions in the first quarter of 2016, and the Merger.

For the three and nine months endedAugust 31, 2016, compared to the three and nine months endedAugust 31, 2015, Adjusted EBITDA as a percentage of revenue for the Resources segment increased primarily because of the continued focus on cost management in the challenging energy environment. For the three and nine months endedAugust 31, 2016, compared to the three and nine months endedAugust 31, 2015, Transportation segment Adjusted EBITDA as a percentage of revenue increased as a result of profit delivery from revenue growth. For the three and nine months endedAugust 31, 2016, compared to the three and nine months endedAugust 31, 2015, CMS segment Adjusted EBITDA as a percentage of revenue increased primarily as a result of cost reduction efforts and margin lift from the prior year due to the BPVC release in the third quarter of 2015. Financial Services segment Adjusted EBITDA was approximately $65 million.

Provision for Income Taxes

Our effective tax rate for the three and nine months endedAugust 31, 2016 was negative 43.7 percent and 1.2 percent, respectively, compared to 22.3 percent and 20.6 percent for the three and nine months endedAugust 31, 2015. The change in the 2016 rates is due to the net loss generated in the three months ended August 31, 2016 due to the Merger and associated tax benefits related to merger costs, acquired intangible assets, and new capital structure.

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EBITDA and Adjusted EBITDA (non-GAAP measures)

The following table provides reconciliations of our net income to EBITDA and Adjusted EBITDA for the three and nine months endedAugust 31, 2016 and August 31, 2015.

	Three months ended August 31,						Percentage Change		Nine months ended August 31,						Percentage Change
(In millions, except percentages)	2016			2015					2016			2015
Net income (loss) attributable to IHS Markit Ltd.	$	(31.7	)	$	59.1		(154	)%	$	63.5		$	149.6		(58	)%
Interest income	(0.3		)	(0.3		)			(0.9		)	(0.6		)
Interest expense	36.5			18.2					92.0			52.6
Provision for income taxes	(23.1		)	16.3					0.7			36.7
Depreciation	30.2			21.0					78.2			61.9
Amortization	61.5			33.8					138.3			97.6
EBITDA	$	73.1		$	148.1		(51	)%	$	371.8		$	397.8		(7	)%
Stock-based compensation expense	80.4			31.8					142.6			96.4
Restructuring charges	10.6			1.9					23.9			22.0
Acquisition-related costs	104.5			0.1					119.9			0.6
Impairment of assets	—			—					—			1.2
Share of joint venture results not attributable to Adjusted EBITDA	(0.3		)	—					(0.3		)	—
Adjusted EBITDA attributable to noncontrolling interest	(0.3		)	—					(0.3		)	—
Income from discontinued operations, net	1.0			(2.3		)			(8.0		)	(8.1		)
Adjusted EBITDA	$	269.0		$	179.6		50	%	$	649.6		$	509.9		27	%
Adjusted EBITDA as a percentage of revenue	37.1		%	32.2		%			34.9		%	31.3		%

Our Adjusted EBITDA for the three and nine months endedAugust 31, 2016, compared to the three and nine months endedAugust 31, 2015, increased primarily because of our cost management efforts in a lower revenue growth environment, the acquisitions in the first quarter of 2016, and the Merger. We expect to continue to drive margin improvement versus the prior year as a result of the recent realignment to our new segment structure and other operating efficiencies, as well as the Merger.

Financial Condition

(In millions, except percentages)	As of August 31, 2016		As of November 30, 2015		Dollar change		Percent change
Accounts receivable, net	$	514.7	$	355.9	$	158.8	45	%
Accrued compensation	$	134.1	$	105.5	$	28.6	27	%
Deferred revenue	$	803.4	$	552.5	$	250.9	45	%

The increase in accounts receivable is primarily due to acquired accounts receivable balances from the Merger, as well as from the CARPROOF and OPIS acquisitions. The increase in accrued compensation is also primarily due to the Merger, partially offset by the net effect of the 2015 bonus payout made in the first quarter of 2016 and by the current year accrual. The increase in deferred revenue is also primarily due to the Merger.

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Liquidity and Capital Resources

As of August 31, 2016, we had cash and cash equivalents of $201 million, of which approximately $158 million was held by our non-U.K. subsidiaries. Cash held by our legacy IHS non-U.S. subsidiaries could be subject to U.S. federal income tax if we were to decide to repatriate any of that cash to the U.S.; however, our intent is to permanently reinvest these funds outside of the U.S. and our current plans do not indicate a need to repatriate them to fund our operations in jurisdictions outside of where they are held. Our principal sources of liquidity include funds generated by operating activities, available cash and cash equivalents, and amounts available under a revolving credit facility. We had approximately $3.27 billion of debt as of August 31, 2016, consisting primarily of $750 million of senior notes, $500 million of institutional senior notes, $782 million of revolving facility debt, and $1.21 billion of bank term loan debt. As of August 31, 2016, we had approximately $1 billion available under our revolving credit facility.

Our interest expense for the three and nine months endedAugust 31, 2016, compared to the three and nine months endedAugust 31, 2015, increased primarily because of a higher average debt balance as a result of acquisitions and share repurchases, as well as financing fees incurred in conjunction with acquisition and Merger activity. We expect that our interest expense will continue to be higher in 2016, compared to 2015, primarily due to the full-year impact of our $400 million floating-to-fixed interest rate swaps and higher debt balances.

In February 2016, the Markit Board of Directors authorized a share repurchase program of up to $500 million of Markit common shares through February 28, 2018. This authorization continued in effect after completion of the Merger. Under this $500 million share repurchase program, management is authorized to repurchase, at its discretion, IHS Markit common shares on the open market from time to time, in privately negotiated transactions, or through accelerated repurchase agreements, subject to the availability of common shares, share price, market conditions, alternative uses of capital, and applicable regulatory requirements. As of August 31, 2016, we had repurchased $156 million under the $500 million authorization, all subsequent to the Merger. In August 2016, our Board of Directors modified this share repurchase program to terminate on September 29, 2016 and authorized a new share repurchase program of up to $1.5 billion of IHS Markit common shares from September 29, 2016 through November 30, 2017, to be funded using our existing cash, cash equivalents, marketable securities and future cash flows, or through the incurrence of short- or long-term indebtedness, at management's discretion. This new repurchase program does not obligate us to repurchase any set dollar amount or number of shares and may be modified, suspended, or terminated at any time without prior notice. Under the new repurchase program, we are authorized to repurchase our common shares on the open market from time to time, in privately negotiated transactions, or through accelerated repurchase agreements, subject to availability of common shares, price, market conditions, alternative uses of capital, and applicable regulatory requirements, at management’s discretion.

Our Board of Directors separately authorized, subject to applicable regulatory requirements, the repurchase of our common shares surrendered by employees in an amount equal to the exercise price, if applicable, and statutory tax liability associated with the vesting of their equity awards, for which we pay the statutory tax on behalf of the employee and forgo receipt of the exercise price of the award from the employee, if applicable. Such repurchases have been authorized in addition to the new share repurchase program described above.

Because of our cash, debt, and cash flow positions, we believe we will have sufficient liquidity to meet our ongoing working capital and capital expenditure needs. Our future capital requirements will depend on many factors, including the number and magnitude of future acquisitions and share repurchase programs, the need for additional facilities or facility improvements, the timing and extent of spending to support product development efforts, information technology infrastructure investments, investments in our internal business applications, the continued market acceptance of our offerings, and acquisition and integration costs associated with the Merger. We could be required, or could elect, to seek additional funding through public or private equity or debt financings; however, additional funds may not be available on terms acceptable to us.

Cash Flows

	Nine months ended August 31,
(In millions, except percentages)	2016			2015			Dollar change			Percent change
Net cash provided by operating activities	$	475.1		$	496.6		$	(21.5	)	(4	)%
Net cash used in investing activities	$	(917.6	)	$	(463.5	)	$	(454.1	)	98	%
Net cash provided by financing activities	$	329.7		$	100.0		$	229.7		230	%

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The decrease in net cash provided by operating activities was primarily due to payments for merger-related fees, increased cash payments associated with interest expense in 2016, and less favorable working capital generation due to reduced energy sales.

The increase in net cash used in investing activities was principally due to the acquisitions of CARPROOF and OPIS in the first quarter of 2016, partially offset by proceeds received from the sale of the GlobalSpec and OE&RM product groups, compared to lower levels of investing activity for 2015 acquisitions.

The net cash provided by financing activities in 2016 consists of borrowings on our revolving facility and cash from stock option exercises, offset by repurchases of common stock and 2016 acquisitions.

Free Cash Flow (non-GAAP measure)

The following table reconciles our non-GAAP free cash flow measure to net cash provided by operating activities.

	Nine months ended August 31,
(In millions, except percentages)	2016			2015			Dollar change			Percent change
Net cash provided by operating activities	$	475.1		$	496.6
Capital expenditures on property and equipment	(99.3		)	(97.7		)
Free cash flow	$	375.8		$	398.9		$	(23.1	)	(6	)%

The decrease in free cash flow was due to less cash provided by operating activities as discussed above. Our free cash flow has historically been positive due to the robust cash generation attributes of our business model, and we expect that it will continue to be a significant source of funding for our business strategy of growth through organic and acquisitive means.

Credit Facility and Other Debt

Please refer to Note 4 to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for a discussion of the current status of our debt arrangements.

Share Repurchase Programs

Please refer to Note 13 to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q and to Part II, Item 2 in this Quarterly Report on Form 10-Q for a discussion of our share repurchase programs.

Off-Balance Sheet Transactions

We have no off-balance sheet transactions.

Critical Accounting Policies

Our management makes a number of significant estimates, assumptions and judgments in the preparation of our financial statements. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in the IHS 2015 Annual Report on Form 10-K for a discussion of the estimates and judgments necessary in our accounting for revenue recognition, business combinations, goodwill and other intangible assets, income taxes, pension and postretirement benefits, and stock-based compensation.

Recent Accounting Pronouncements

Please refer to Note 1 to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for a discussion of recent accounting pronouncements and their anticipated effect on our business.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

For information regarding our exposure to certain market risks, see Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in the IHS 2015 Annual Report on Form 10-K.

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Borrowings under the 2016 revolving facility and 2016 term loan are subject to variable interest rates. We use interest rate swaps in order to fix a portion of our variable rate debt as part of our overall interest rate risk management strategy. As of August 31, 2016, we had approximately $1.988 billion of floating-rate debt at a 2.07 percent weighted-average interest rate, of which $400 million was subject to effective floating-to-fixed interest rate swaps. A hypothetical increase in interest rates of 100 basis points applied to our floating rate indebtedness would increase our annual interest expense by approximately $16 million ($20 million without giving effect to any of our interest rate swaps).

Item 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act, as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act are effective at a reasonable assurance level to ensure that information required to be disclosed in the reports required to be filed or submitted under the Securities Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

(b) Changes in internal control over financial reporting.

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

PART II.   OTHER INFORMATION

Item 1. Legal Proceedings

Please refer to Note 12 to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for information about legal proceedings.

Item 1A. Risk Factors

In addition to the other information provided in this Quarterly Report on Form 10-Q and in the Markit 2015 Annual Report on Form 20-F and the IHS 2015 Annual Report on Form 10-K, you should carefully consider the risks described in this section, which supplement the risk factors set forth in Item 3.D., "Risk Factors" of Part I of the Markit 2015 Annual Report on Form 20-F, in Exhibit 99.4 of our first Report on Form 6-K filed on May 10, 2016, and in Item 1.A. "Risk Factors" of Part I of the IHS 2015 Annual Report on Form 10-K. The risks described below and in the other filings set forth above are not the only risks that could impact our business; other risks currently deemed minor or additional risks not currently known to us could also impact our business. These and other factors could materially and adversely impact the value of your investment in our shares, meaning that you could lose all or part of your investment.

Note that this section includes forward-looking statements and future expectations as of the date of this quarterly report. This discussion of Risk Factors should be read in conjunction with (i) the risk factors set forth in Item 3.D. of Part I of the Markit 2015 Annual Report on Form 20-F, (ii) the risk factors set forth in Exhibit 99.4 of our first Report on Form 6-K filed on May 10, 2016, (iii) the risk factors set forth in Item 1.A. of Part I of the IHS 2015 Annual Report on Form 10-K, (iv) “Management's Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes in Part I of this Quarterly Report on Form 10-Q, (v) "Operating and Financial Review and Prospects" and the consolidated financial statements and related notes in Item 5 of Part I and Item 18 of Part III of the Markit 2015 Annual Report on Form 20-F, and (vi) “Management's Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes in Item 7 and Item 8 of Part II of the IHS 2015 Annual Report on Form 10-K.

Our business performance might not be sufficient for us to meet the full-year financial guidance that we provide publicly.

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We provide full-year financial guidance to the public based upon our assumptions regarding our expected financial performance. For example, we provide assumptions regarding our ability to grow revenue and to achieve our profitability targets. While we believe that our annual financial guidance provides investors and analysts with insight to our view of the company's future performance, such financial guidance is based on assumptions that may not always prove to be accurate and may vary from actual results. If we fail to meet the full-year financial guidance that we provide, or if we find it necessary to revise such guidance during the year, the market value of our common shares could be adversely affected.

Achieving our growth objectives may prove unsuccessful.

We seek to achieve our growth objectives by enhancing our offerings to meet the needs of our customers through organic development, including by delivering integrated workflow platforms, cross-selling our products across our existing customer base and acquiring new customers, entering into strategic partnerships, and acquisitions. If we are unable to successfully execute on our strategies to achieve our growth objectives, our growth rates could be adversely affected. An additional factor that may adversely affect our growth rates is continued global economic uncertainty, particularly in our energy and financial services end markets. Our resources and financial services segments in particular may continue to be adversely affected by industry dynamics, including decisions on the part of our customers to defer capital spending in uncertain economic environments.

We depend on content obtained externally to support certain of our offerings, and the inability to continue to obtain access could prove harmful to our business.

We obtain data from a wide variety of external sources that we transform into critical information and insight and use to create integrated solutions for our customers. Certain of our offerings include content that is either purchased or licensed from third parties. In particular, our industry standards offerings that are part of our Product Design workflow rely on information licensed from the standards developing organizations (SDOs). We believe that the content licensed from many of these third parties, including the SDOs, cannot be obtained from alternate sources on favorable terms, if at all. Our license agreements with these third parties are generally nonexclusive and many are terminable on less than one year's notice. In addition, many of these third parties, including the SDOs, compete with one another and with us. If we lose access to a significant number of data sources and cannot replace the data through alternative sources or we are unable to obtain information licensed to us at cost-effective prices, specific customer solutions may be impacted and it could adversely affect the quality of our offerings and our business, financial condition, and operating results.

We rely on independent contractors and third parties whose actions could have a material adverse effect on our business.

We use independent contractors to help us obtain certain information. In addition, we rely on third-party dealers to sell some of our offerings in locations where we do not maintain a sales office or sales teams. We are limited in our ability to monitor and direct the activities of our independent contractors, but if any actions or business practices of these individuals or entities violate our policies or procedures or are otherwise deemed inappropriate or illegal, we could be subject to litigation, regulatory sanctions, or reputational damage, any of which could have a material adverse effect on our business.

As part of our strategic business model, we outsource certain operations and engage independent contractors to perform work in various locations around the world. For example, we outsource certain data hosting functions, as well as certain functions involving our data transformation process, to business partners who we believe offer us deep expertise in these areas, as well as scalability and cost effective services. By entering into these independent contractor arrangements and relying on them for critical business functions, we face risks that one or more independent contractors may unexpectedly cease operations, that they may perform work that deviates from our standards, that events in a given region may disrupt the independent contractor's operations, or that we may not be able to adequately protect our intellectual property. If these or other unforeseen risks were to occur, they could adversely affect our business.

Changes in the legislative, regulatory, and commercial environments in which we operate may adversely impact our ability to collect, compile, use, and publish data and may impact our financial results.

Certain types of information we collect, compile, use, and publish, including offerings in our IHS Automotive and CARFAX businesses, are subject to regulation by governmental authorities in jurisdictions in which we operate. In addition, there is increasing concern among certain privacy advocates and government regulators regarding marketing and privacy matters, particularly as they relate to individual privacy interests. These concerns may result in new or amended laws and regulations. Future laws and regulations with respect to the collection, compilation, use, and publication of information and consumer privacy could result in limitations on our operations, increased compliance or litigation expense, adverse publicity, or loss of revenue, which could have a material adverse effect on our business, financial condition, and operating results. It is also possible that we could be prohibited from collecting or disseminating certain types of data, which could affect our ability to meet our customers’ needs.

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Our international operations are subject to risks relating to worldwide operations.

We operate in many countries around the world and a significant part of our revenue comes from international sales. Operating in many jurisdictions around the world, we may be affected by: changes in tax rates and tax laws or their interpretation, including changes related to tax holidays or tax incentives; trade protection laws, policies and measures, and other regulatory requirements affecting trade and investment; unexpected changes in regulatory requirements; social, political, labor, or economic conditions in a specific country or region; and difficulties in staffing and managing local operations. We must also manage the uncertainties of obtaining data and creating solutions that are relevant to particular geographic markets; differing levels of intellectual property protection in various jurisdictions; and potential adverse tax consequences on the repatriation of funds and from taxation reform affecting multinational companies. In addition, as we operate our business around the world, we must manage the potential conflicts between locally accepted business practices in any given jurisdiction and our obligations to comply with laws and regulations, including anti-corruption regulations applicable to us, such as the U.S. Foreign Corrupt Practices Act and the UK Bribery Act. We have developed and instituted a corporate compliance program which includes, among other things, employee training and the creation of appropriate policies defining employee behavior that mandate adherence to laws. While we implement policies and procedures intended to promote and facilitate compliance with all applicable laws, our employees, contractors, and agents, as well as those independent companies to which we outsource certain business operations, may take actions in violation of our policies. Any such violation, even if prohibited by our policies, could have an adverse effect on our business and reputation. Our inability to manage some or all of these risks of operating a global business could have a material adverse effect on our business, financial condition, and operating results.

The U.K. electorate voted in favor of a U.K. exit from the E.U. in a referendum, which could adversely impact our business, results of operations and financial condition.

The U.K. Government held an in-or-out referendum on the United Kingdom’s membership of the European Union in June 2016, which resulted in the electorate voting in favor of a U.K. exit from the E.U. (Brexit). A process of negotiation will now determine the future terms of the United Kingdom’s relationship with the European Union. We are headquartered and tax domiciled in the UK and conduct business in Europe primarily through our U.K. subsidiaries. Depending on the terms of Brexit, we could face new regulatory costs and challenges. For instance, the United Kingdom could lose access to the single E.U. market and to the global trade deals negotiated by the European Union on behalf of its members. A decline in trade could affect the attractiveness of the United Kingdom as a global investment centre and, as a result, could have a detrimental impact on U.K. growth. Although we have an international customer base, we could be adversely affected by reduced growth and greater volatility in the Pound Sterling and the U.K. economy. Changes to U.K. immigration policy could likewise occur as a result of Brexit. Although the United Kingdom would likely retain its diverse pool of talent, London’s role as a global financial centre may decline, particularly if financial institutions shift their operations to the European Union and the E.U. financial services passport is not maintained. Any of the foregoing factors could have a material adverse effect on our business, results of operations or financial condition.

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Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides detail about our share repurchases during the three months ended August 31, 2016.

	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (in millions)
June 1 - June 30, 2016:
Share repurchase programs (1)	—	$	—	—	$	282.9
Employee transactions (2)(3)	12,711	$	32.64	N/A	N/A
July 1 - July 31, 2016:
Share repurchase programs (1)	—	$	—	—	$	500.0
Employee transactions (2)(3)	108,097	$	33.50	N/A	N/A
August 1 - August 31, 2016:
Share repurchase programs (1)	4,437,848	$	35.05	4,437,848	$	344.4
Employee transactions (2)	9,138	$	35.25	N/A	N/A
Total share repurchases	4,567,794	$	35.01	4,437,848

(1) In June 2015, the IHS Board of Directors authorized the repurchase of up to $500 million of IHS Inc. Class A common stock. This repurchase program was terminated in conjunction with the completion of the Merger.

In February 2016, the Markit Board of Directors authorized a share repurchase program of up to $500 million of Markit common shares through February 28, 2018. This authorization continued in effect after completion of the Merger. Under this $500 million share repurchase program, management is authorized to repurchase, at its discretion, IHS Markit common shares on the open market from time to time, in privately negotiated transactions, or through accelerated repurchase agreements, subject to the availability of common shares, share price, market conditions, alternative uses of capital, and applicable regulatory requirements. In August 2016, our Board of Directors modified this share repurchase program to terminate on September 29, 2016 and authorized a new share repurchase program of up to $1.5 billion of IHS Markit common shares from September 29, 2016 through November 30, 2017, to be funded using our existing cash, cash equivalents, marketable securities and future cash flows, or through the incurrence of short- or long-term indebtedness, at management's discretion. This new repurchase program does not obligate us to repurchase any set dollar amount or number of shares and may be modified, suspended, or terminated at any time without prior notice. Under the new repurchase program, we are authorized to repurchase our common shares on the open market from time to time, in privately negotiated transactions, or through accelerated repurchase agreements, subject to availability of common shares, price, market conditions, alternative uses of capital, and applicable regulatory requirements, at management’s discretion.

(2) Amounts represent common shares surrendered by employees in an amount equal to the statutory tax liability associated with the vesting of their equity awards. We then pay the statutory tax on behalf of the employee. The IHS Board of Directors initially approved this program in 2006, and our Board of Directors reapproved the program in August 2016 in an effort to reduce the dilutive effects of employee equity grants. This program is separate and additional to the new repurchase program authorized by our Board in August 2016 as described in note (1).

(3) Pre-merger share amounts and average price paid per share have been adjusted to reflect the effect of the Merger conversion ratio.

Item 5.    Other Information

Iran Threat Reduction and Syria Human Rights Act Disclosure

Under the Iran Threat Reduction and Syrian Human Rights Act of 2012, which added Section 13(r) of the Securities Exchange Act, we are required to include certain disclosures in our periodic reports if we or any of our affiliates knowingly engaged in certain specified activities during the period covered by the report. Disclosure is generally required even if the transactions or dealings were conducted in compliance with applicable law and regulations. During the third quarter of 2014, we acquired Global Trade Information Services, a Virginia corporation (“GTIS”). GTIS publishes the Global Trade Atlas (the “GTA”), an online trade data system offering global merchandise trade statistics such as import and export data from official sources in more than 65 countries. Included in the GTA is certain trade data sourced from Iran for which GTIS pays an annual fee of approximately $30,000. The procurement of this information is exempt from applicable economic sanctions laws and regulations as a funds transfer related to the exportation or importation of information and informational materials. Sales attributable to this Iranian trade data represented approximately $75,000 in gross revenue for GTIS in the third quarter of 2016 and would have represented approximately 0.01 percent of our third quarter 2016 consolidated revenues and gross profits. Subject to any changes in the exempt status of such activities, we intend to continue these business activities as permissible under applicable export control and economic sanctions laws and regulations.

Item 6. Exhibits

(a) Index of Exhibits

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Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated as of March 20, 2016, by and among IHS Inc., Markit Ltd., and Marvel Merger Sub, Inc. (Incorporated by reference to Exhibit 99.1 to the Markit Ltd. Report of Foreign Private Issuer on Form 6-K (file no. 001-36495) filed on March 21, 2016)
2.2	Membership Interest Purchase Agreement dated as of January 8, 2016 by and among UCG Holdings Limited Partnership and IHS Global Inc. (Incorporated by reference to Exhibit 2.1 to the IHS Inc. Current Report on Form 8-K (file no. 001-32511) filed on January 11, 2016)
3.1*	Certificate of Incorporation on Change of Name
3.2	Amended and Restated Bye-laws of IHS Markit Ltd. (Incorporated by reference to Exhibit 3.1 of the IHS Markit Ltd. Current Report on Form 8-K (file no. 001-36495) filed on July 13, 2016)
4.1*	Form of certificate of common shares
4.2	Indenture, dated as of October 28, 2014, among the Company, the Guarantors and Wells Fargo Bank, National Association as trustee (Incorporated by reference to Exhibit 4.1 to the IHS Inc. Current Report on Form 8-K (file no. 001-32511) filed with the Securities and Exchange Commission on October 28, 2014)
4.3	First Supplemental Indenture, dated as of July 11, 2016, by and between IHS Inc., the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee. (Incorporated by reference to Exhibit 4.1 to the IHS Inc. Current Report on Form 8-K (file no. 001-32511) filed with the Securities and Exchange Commission on July 12, 2016)
4.4	Indenture, dated as of July 28, 2016, among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee (Incorporated by reference to Exhibit 4.1 of the IHS Markit Ltd. Current Report on Form 8-K (file no. 001-36495) filed on July 28, 2016)
4.5	Form of the Company’s 5.000% Senior Notes due 2022 (Incorporated by reference to Exhibit 4.2 of the IHS Markit Ltd. Current Report on Form 8-K (file no. 001-36495) filed on July 28, 2016)
4.6	Note Purchase and Guarantee Agreement among Markit Ltd., Markit Group Holdings Limited and the Purchasers named therein dated as of November 4, 2015 (Incorporated by reference to Exhibit 4.43 of the IHS Markit Ltd. Annual Report on Form 20-F for the year ended December 31, 2015 (file no. 001-36495) filed on March 11, 2016)
10.1*+	Amendment to Markit Ltd. 2014 Equity Incentive Award Plan
10.2*+	Amendment to Amended and Restated Key Employee Incentive Program
10.3*+	Summary of IHS Markit Ltd. 2016 Non-Employee Director Compensation Policy
10.4*+	Form of Indemnification Agreement between IHS Markit Ltd. and its Directors and Executive Officers
10.5+	Amended and Restated IHS Inc. 2004 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.1 to the IHS Inc. Annual Report on Form 10-K for the period ended November 30, 2014 (file no. 001-32511) filed with the Securities and Exchange Commission on January 16, 2015)
10.6+	Amended and Restated IHS Inc. 2004 Directors Stock Plan (Incorporated by reference to Exhibit 10.1 to the IHS Inc. Quarterly Report on Form 10-Q for the period ended August 31, 2014 (file no. 001-32511) filed with the Securities and Exchange Commission on September 22, 2014)
10.7+	IHS Inc. Supplemental Income Plan (Incorporated by reference to Exhibit 10.28 to the IHS Inc. Registration Statement on Form S-1 (No. 333-122565) filed with the Securities and Exchange Commission on February 4, 2005, as amended).
10.8+	Summary of IHS Inc. Non-Employee Director Compensation (Incorporated by reference to Exhibit 10.2 to the IHS Inc. Quarterly Report on Form 10-Q for the period ended August 31, 2014 (file no. 001-32511) filed with the Securities and Exchange Commission on September 22, 2014)
10.9+	Form of Indemnification Agreement between IHS Inc. and its Directors (Incorporated by reference to Exhibit 10.30 to the IHS Inc. Registration Statement on Form S-1 (No. 333-122565) filed with the Securities and Exchange Commission on February 4, 2005, as amended)
10.10+	IHS Inc. 2004 Long-Term Incentive Plan, Form of 2007 Restricted Stock Unit Award-Time-Based (Incorporated by reference to Exhibit 10.35 to the IHS Inc. Annual Report on Form 10-K for the period ended November 30, 2006 (file no. 001-32511) filed with the Securities and Exchange Commission on January 24, 2007)
10.11+	IHS Inc. 2004 Long-Term Incentive Plan, Form of 2007 Restricted Stock Unit Award-Performance-Based (Incorporated by reference to Exhibit 10.36 to the IHS Inc. Annual Report on Form 10-K for the period ended November 30, 2006 (file no. 001-32511) filed with the Securities and Exchange Commission on January 24, 2007)
10.12+	IHS Inc. 2004 Long-Term Incentive Plan, Form of 2010 Restricted Stock Unit Award-Performance-Based (Incorporated by reference to Exhibit 99.1 to the IHS Inc. Current Report on Form 8-K (file no. 001-32511) filed with the Securities and Exchange Commission on December 10, 2010)
10.13+	IHS Inc. 2004 Long-Term Incentive Plan, Form of 2011 Restricted Stock Unit Award-Performance-Based (Incorporated by reference to Exhibit 10.17 to the IHS Inc. Annual Report on Form 10-K for the period ended November 30, 2010 (file no. 001-32511) filed with the Securities and Exchange Commission on January 18, 2011)
10.14*+	IHS Inc. 2004 Long-Term Incentive Plan, Form of 2016 Restricted Stock Unit Award-Time-Based
10.15+	IHS Inc. Policy on Recoupment of Incentive Compensation (Incorporated by reference to Exhibit 10.14 to the IHS Inc. Annual Report on Form 10-K for the period ended November 30, 2014 (file no. 001-32511) filed with the Securities and Exchange Commission on January 16, 2015)
10.16+	IHS Inc. Deferred Compensation Plan (Incorporated by reference to Exhibit 10.15 to the IHS Inc. Annual Report on Form 10-K for the period ended November 30, 2014 (file no. 001-32511) filed with the Securities and Exchange Commission on January 16, 2015)

38

10.17+	IHS Inc. Deferred Compensation Plan Adoption Agreement (Incorporated by reference to Exhibit 10.16 to the IHS Inc. Annual Report on Form 10-K for the period ended November 30, 2014 (file no. 001-32511) filed with the Securities and Exchange Commission on January 16, 2015)
10.18	Credit Agreement, dated as of July 12, 2016 (Incorporated by reference to Exhibit 10.1 of the IHS Markit Ltd. Current Report on Form 8-K (file no. 001-36495) filed on July 13, 2016)
10.19	Guaranty Agreement (US), dated as of July 12, 2016 (Incorporated by reference to Exhibit 10.2 of the IHS Markit Ltd. Current Report on Form 8-K (file no. 001-36495) filed on July 13, 2016)
10.20	Guaranty Agreement (Non-US), dated as of July 12, 2016 (Incorporated by reference to Exhibit 10.3 of the IHS Markit Ltd. Current Report on Form 8-K (file no. 001-36495) filed on July 13, 2016)
10.21	Registration Rights Agreement, dated as of October 28, 2014, among the Company, the Guarantors and J.P. Morgan Securities LLC, as representative of the initial purchasers named therein (Incorporated by reference to Exhibit 10.1 to the IHS Inc. Current Report on Form 8-K (file no. 001-32511) filed with the Securities and Exchange Commission on October 28, 2014)
10.22	Credit Agreement by and among IHS Inc., certain of its subsidiaries, Bank of America, N.A., Bank of America, N.A. (Canada Branch), JPMorgan Chase Bank, N.A., JPMorgan Chase Bank, N.A., Toronto Branch, Royal Bank of Canada, Wells Fargo Bank N.A., Compass Bank, TD Bank, N.A., Citizens Bank, N.A., PNC Bank, National Association, U.S. Bank National Association, Goldman Sachs Bank USA, HSBC Bank USA, N.A., Sumitomo Mitsui Banking Corporation, BNP Paribas, Bank of the West, SunTrust Bank, Morgan Stanley Bank, N.A. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., dated as of October 17, 2014 (Incorporated by reference to Exhibit 10.35 to the IHS Inc. Annual Report on Form 10-K for the period ended November 30, 2014 (file no. 001-32511) filed with the Securities and Exchange Commission on January 16, 2015)
10.23	First Amendment to Credit Agreement by and among IHS Inc., certain of its subsidiaries, Bank of America, N.A., Bank of America, N.A. (Canada Branch), JPMorgan Chase Bank, N.A., JPMorgan Chase Bank, N.A., Toronto Branch, Royal Bank of Canada, Wells Fargo Bank N.A., Compass Bank, TD Bank, N.A., Citizens Bank, N.A., PNC Bank, National Association, U.S. Bank National Association, Goldman Sachs Bank USA, HSBC Bank USA, N.A., Sumitomo Mitsui Banking Corporation, BNP Paribas, Bank of the West, SunTrust Bank, Morgan Stanley Bank, N.A. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., dated as of November 5, 2015 (Incorporated by reference to Exhibit 10.34 to the IHS Inc. Annual Report on Form 10-K for the period ended November 30, 2015 (file no. 001-32511) filed with the Securities and Exchange Commission on January 15, 2016)
10.24	Second Amendment to Credit Agreement by and among IHS Inc., certain of its subsidiaries, Bank of America, N.A., Bank of America, N.A. (Canada Branch), JPMorgan Chase Bank, N.A., JPMorgan Chase Bank, N.A., Toronto Branch, Royal Bank of Canada, Wells Fargo Bank N.A., Compass Bank, TD Bank, N.A., Citizens Bank, N.A., PNC Bank, National Association, U.S. Bank National Association, Goldman Sachs Bank USA, HSBC Bank USA, N.A., Sumitomo Mitsui Banking Corporation, BNP Paribas, Bank of the West, SunTrust Bank, Morgan Stanley Bank, N.A. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., dated as of February 10, 2016 (Incorporated by reference to Exhibit 10.1 to the IHS Inc. Quarterly Report on Form 10-Q for the period ended February 28, 2016 (file no. 001-32511) filed with the Securities and Exchange Commission on March 21, 2016)
10.25	Credit Agreement by and among IHS Inc., IHS Global Inc., JPMorgan Chase Bank, N.A., Bank of America, N.A., RBS Citizens, N.A., Wells Fargo Bank, N.A., BBVA Compass, HSBC Bank USA, N.A., Royal Bank of Canada, PNC Bank, National Association, U.S. Bank National Association, TD Bank, N.A., Goldman Sachs Bank USA, The Bank of Tokyo-Mitsubishi UFJ, Ltd, Hua Nan Commercial, Ltd, New York Agency, Sumitomo Mitsui Banking Corporation and Commercial Bank, dated as of July 15, 2013 (Incorporated by reference to Exhibit 10.3 to the IHS Inc. Quarterly Report on Form 10-Q for the period ended August 31, 2013 (file no. 001-32511) filed with the Securities and Exchange Commission on September 24, 2013)
10.26	First Amendment to Credit Agreement by and among IHS Inc., IHS Global Inc., JPMorgan Chase Bank, N.A., Bank of America, N.A., RBS Citizens, N.A., Wells Fargo Bank, N.A., BBVA Compass, HSBC Bank USA, N.A., Royal Bank of Canada, PNC Bank, National Association, U.S. Bank National Association, TD Bank, N.A., Goldman Sachs Bank USA, The Bank of Tokyo-Mitsubishi UFJ, Ltd, Hua Nan Commercial, Ltd, New York Agency, Sumitomo Mitsui Banking Corporation and Commercial Bank, dated as of June 30, 2014 (Incorporated by reference to Exhibit 10.5 to the IHS Inc. Quarterly Report on Form 10-Q for the period ended August 31, 2014 (file no. 001-32511) filed with the Securities and Exchange Commission on September 22, 2014)
10.27	Credit Agreement (amending and restating the Credit Agreement dated as of July 15, 2013, as amended) by and among IHS Inc., IHS Global Inc., Bank of America, N.A., JPMorgan Chase Bank, N.A., Royal Bank of Canada, Wells Fargo Bank N.A., Compass Bank, TD Bank, N.A., Sumitomo Mitsui Banking Corporation, Citizens Bank, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd., PNC Bank, National Association, U.S. Bank National Association, Goldman Sachs Bank USA, HSBC Bank USA, N.A., BNP Paribas, Bank of the West, and SunTrust Bank, dated as of October 17, 2014 (Incorporated by reference to Exhibit 10.38 to the IHS Inc. Annual Report on Form 10-K for the period ended November 30, 2014 (file no. 001-32511) filed with the Securities and Exchange Commission on January 16, 2015)
10.28	First Amendment to Credit Agreement by and among IHS Inc., IHS Global Inc., Bank of America, N.A., JPMorgan Chase Bank, N.A., Royal Bank of Canada, Wells Fargo Bank N.A., Compass Bank, TD Bank, N.A., Sumitomo Mitsui Banking Corporation, Citizens Bank, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd., PNC Bank, National Association, U.S. Bank National Association, Goldman Sachs Bank USA, HSBC Bank USA, N.A., BNP Paribas, Bank of the West, and SunTrust Bank, dated as of November 5, 2015 (Incorporated by reference to Exhibit 10.38 to the IHS Inc. Annual Report on Form 10-K for the period ended November 30, 2015 (file no. 001-32511) filed with the Securities and Exchange Commission on January 15, 2016)

39

10.29	Second Amendment to Credit Agreement by and among IHS Inc., IHS Global Inc., Bank of America, N.A., JPMorgan Chase Bank, N.A., Royal Bank of Canada, Wells Fargo Bank N.A., Compass Bank, TD Bank, N.A., Sumitomo Mitsui Banking Corporation, Citizens Bank, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd., PNC Bank, National Association, U.S. Bank National Association, Goldman Sachs Bank USA, HSBC Bank USA, N.A., BNP Paribas, Bank of the West, and SunTrust Bank, dated as of February 10, 2016 (Incorporated by reference to Exhibit 10.2 to the IHS Inc. Quarterly Report on Form 10-Q for the period ended February 28, 2016 (file no. 001-32511) filed with the Securities and Exchange Commission on March 21, 2016)
10.30	Credit Agreement by and among IHS Inc., certain of its subsidiaries, J.P. Morgan Chase Bank, National Association, Bank of America N.A., RBS Citizens, N.A., Bank of America, N.A. (Canada Branch), Wells Fargo Bank, National Association, HSBC Bank USA, National Association, U.S. Bank, National Association, TD Bank, N.A., Barclays Bank PLC, PNC Bank, National Association, Citibank, N.A., HSBC Bank PLC and Compass Bank dated as of January 5, 2011 (Incorporated by reference to Exhibit 10.1 to the IHS Inc. Current Report on Form 8-K (file no. 001-32511) filed with the Securities and Exchange Commission on January 6, 2011)
10.31	First Amendment to Credit Agreement by and among IHS Inc., certain of its subsidiaries, J.P. Morgan Chase Bank, National Association, Bank of America N.A., RBS Citizens, N.A., Bank of America, N.A. (Canada Branch), Wells Fargo Bank, National Association, HSBC Bank USA, National Association, U.S. Bank, National Association, TD Bank, N.A., Barclays Bank PLC, PNC Bank, National Association, Citibank, N.A., HSBC Bank PLC and Compass Bank dated as of October 11, 2011 (Incorporated by reference to Exhibit 10.1 to the IHS Inc. Current Report on Form 8-K (file no. 001-32511) filed with the Securities and Exchange Commission on October 13, 2011)
10.32	Second Amendment to Credit Agreement by and among IHS Inc., certain of its subsidiaries, J.P. Morgan Chase Bank, National Association, Bank of America N.A., RBS Citizens, N.A., Wells Fargo Bank, National Association, HSBC Bank USA, National Association, U.S. Bank, National Association, TD Bank, N.A., Barclays Bank PLC, PNC Bank, National Association, Goldman Sachs Bank USA, Morgan Stanley Bank, N.A., Union Bank, N.A., Royal Bank of Canada, Hua Nan Commercial Bank, Ltd, New York and Compass Bank, dated as of July 15, 2013 (Incorporated by reference to Exhibit 10.1 to the IHS Inc. Quarterly Report on Form 10-Q for the period ended August 31, 2013 (file no. 001-32511) filed with the Securities and Exchange Commission on September 24, 2013)
10.33	Third Amendment to Credit Agreement by and among IHS Inc., certain of its subsidiaries, J.P. Morgan Chase Bank, National Association, Bank of America N.A., RBS Citizens, N.A., Wells Fargo Bank, National Association, HSBC Bank USA, National Association, U.S. Bank, National Association, TD Bank, N.A., Barclays Bank PLC, PNC Bank, National Association, Goldman Sachs Bank USA, Morgan Stanley Bank, N.A., Union Bank, N.A., Royal Bank of Canada, Hua Nan Commercial Bank, Ltd, New York and Compass Bank, dated as of June 30, 2014 (Incorporated by reference to Exhibit 10.7 to the IHS Inc. Quarterly Report on Form 10-Q for the period ended August 31, 2014 (file no. 001-32511) filed with the Securities and Exchange Commission on September 22, 2014)
10.34	Credit Agreement by and among IHS Inc., IHS Global Inc., Royal Bank of Canada, and Bank of America, N.A., dated as of August 29, 2012 (Incorporated by reference to Exhibit 10.1 to the IHS Inc. Quarterly Report on Form 10-Q for the period ended August 31, 2012 (file no. 001-32511) filed with the Securities and Exchange Commission on September 24, 2012)
10.35	First Amendment to Credit Agreement by and among IHS Inc., IHS Global Inc., Royal Bank of Canada, and Bank of America, N.A., dated as of July 15, 2013 (Incorporated by reference to Exhibit 10.2 to the IHS Inc. Quarterly Report on Form 10-Q for the period ended August 31, 2013 (file no. 001-32511) filed with the Securities and Exchange Commission on September 24, 2013)
10.36	Second Amendment to Credit Agreement by and among IHS Inc., IHS Global Inc., Royal Bank of Canada, and Bank of America, N.A., dated as of June 30, 2014 (Incorporated by reference to Exhibit 10.6 to the IHS Inc. Quarterly Report on Form 10-Q for the period ended August 31, 2014 (file no. 001-32511) filed with the Securities and Exchange Commission on September 22, 2014)
31.1*	Certification of the Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act
31.2*	Certification of the Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act
32*	Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

+ Compensatory plan or arrangement.

40

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on October 7, 2016.

IHS MARKIT LTD.
By:	/s/ Heather Matzke-Hamlin
	Name:	Heather Matzke-Hamlin
	Title:	Senior Vice President and Chief Accounting Officer

41

EX-3.1

EX-4.1

THIS CERTIFIES THAT is the owner of CUSIP DATED COUNTERSIGNED AND REGISTERED: COMPUTERSHARE TRUST COMPANY, N.A. TRANSFER AGENT AND REGISTRAR, FULLY-PAID AND NON-ASSESSABLE COMMON SHARES, PAR VALUE US $0.01 PER SHARE, OF THE SHARE CAPITAL OF IHS Markit Ltd (hereinafter called the “Company”), held subject to the memorandum of association and bye- laws of the Company (copies of which are on file with the Company and with the Transfer Agent), and transferable in accordance therewith. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers. COMMON SHARES PAR VALUE US $0.01 COMMON SHARES THIS CERTIFICATE IS TRANSFERABLE IN CANTON, MA, JERSEY CITY, NJ AND COLLEGE STATION, TX SEE REVERSE FOR CERTAIN DEFINITIONS Certificate Number Shares . IHS MARKIT LTD INCORPORATED UNDER THE LAWS OF BERMUDA Chairman and Chief Executive Officer Secretary By AUTHORIZED SIGNATURE 2014 Bermuda IH S M ARKIT LTD ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# G47567 10 5 DD-MMM-YYYY * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * * * * * * * * * * * * * * * * * * 0 0 0 0 0 0 * * * * * * * * * * * * * * ** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Sample **** Mr. Sample **000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares*** *000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares**** 000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****0 00000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****00 0000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000 000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****0000 00**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****00000 0**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000 **Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000* *Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000** Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**S ***ZERO HUNDRED THOUSAND ZERO HUNDRED AND ZERO*** MR. SAMPLE & MRS. SAMPLE & MR. SAMPLE & MRS. SAMPLE ZQ00000000 Certificate Number s 1234567890/123456789 0 1234567890/123456789 0 1234567890/123456789 0 1234567890/123456789 0 1234567890/123456789 0 1234567890/123456789 0 Total Transactio n Num/No . 123456 Denom . 123456 Tota l 1234567 MR A SAMPL E DESIGN ATION (IF ANY ) ADD 1 ADD 2 ADD 3 ADD 4 PO BOX 43004, Providence, RI 02940-3004 CUSI P XXXXXX XX X Holder ID XXXXXXXXX X Insurance Value 1,000,000.0 0 Number of Share s 12345 6 DT C 12345678 12345678901234 5

The IRS requires that we report the cost basis of certain shares acquired after January 1, 2011. If your shares were covered by the legislation and you have sold or transferred the shares and requested a specific cost basis calculation method, we have processed as requested. If you did not specify a cost basis calculation method, we have defaulted to the first in, first out (FIFO) method. Please visit our website or consult your tax advisor if you need additional information about cost basis. If you do not keep in contact with us or do not have any activity in your account for the time periods specified by state law, your property could become subject to state unclaimed property laws and transferred to the appropriate state. For value received, ____________________________hereby sell, assign and transfer unto ________________________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ Shares Dated _____________________________________________20________________ Signature: ____________________________________________________________ Signature: ____________________________________________________________ Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration or enlargement, or any change whatever. PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE) represented by the within Certificate, and such shares are subject to the memorandum of association and the bye-laws of the Company and are transferable in accordance therewith. . IHS MARKIT LTD THE BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF A LOST OR DESTROYED SHARE CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE COMPANY A BOND TO INDEMNIFY IT AND ITS TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF ANY SUCH CERTIFICATE. Signature(s) Guaranteed: Medallion Guarantee Stamp THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT -............................................Custodian ................................................ (Cust) (Minor) TEN ENT - as tenants by the entireties under Uniform Gifts to Minors Act......................................................... (State) JT TEN - as joint tenants with right of survivorship UNIF TRF MIN ACT -............................................Custodian (until age ................................) and not as tenants in common (Cust) .............................under Uniform Transfers to Minors Act ................... (Minor) (State) Additional abbreviations may also be used though not in the above list.

EX-10.1

EXHIBIT 10.1

MARKIT LTD.

AMENDMENT TO THE

MARKIT LTD. 2014 EQUITY INCENTIVE AWARD PLAN

Amendment dated as of March 19, 2016 (this “Amendment”) to the Markit Ltd. 2014 Equity Incentive Award Plan (the “2014 Equity Plan”).

WITNESSETH

WHEREAS, Markit Ltd. (the “Company”) has entered into an Agreement and Plan of Merger, dated as of March 20, 2016 (the “Merger Agreement”), with Marvel Merger Sub, Inc., and IHS, Inc.; and

WHEREAS, in connection with the transactions contemplated by the Merger Agreement (the “Merger”), the Company desires to amend certain terms and conditions related to equity awards granted pursuant to the 2014 Equity Plan.

NOW THEREFORE, the 2014 Equity Plan is hereby amended as follows:

1.AMENDMENT

A new Section 13.16, is hereby added to the 2014 Equity Plan as follows:

“13.16 Special Vesting Terms.    

Notwithstanding any other provision of the Plan or any Award Agreement (subject to any provisions applicable to a Holder under an Award Agreement or individual agreement that contain vesting terms that are more favorable to the Holder than those set forth in this Appendix A), if a Holder experiences a Termination of Service (i) as a result of a termination by the Company without “cause” (as defined in the Markit Key Employee Incentive Program) or (ii) for Holders who are members of the executive committee of the Company, as a result of the Holder resigning for “good reason” (as defined in an employment agreement applicable to such Holder), within 12 months after the Closing Date (as defined in the Agreement and Plan of Merger, dated as of March 20, 2016, among the Company, Marvel Merger Sub, Inc., and IHS, Inc.), all unvested Awards held by such Holder shall vest in full immediately on the date of such Termination of Service and any Options held by such Holder shall remain exercisable until the earlier of (i) 12 months following the date such Termination of Service or (ii) the expiration of the original stated term for such Option set forth in the applicable Award Agreement.”

2. EFFECTIVENESS OF AMENDMENT

This Amendment will become effective on the Closing Date (as defined in the Merger Agreement). In the event that the Merger does not occur, this Amendment will be null and void

and will have no further force or effect. Except as amended by the terms of this Amendment, the 2014 Equity Plan will remain in full force and effect in accordance with its terms.

2

EX-10.2

EXHIBIT 10.2

MARKIT LTD.

AMENDMENT TO AMENDED AND RESTATED

KEY EMPLOYEE INCENTIVE PROGRAM

Amendment dated as of March 19, 2016 (this “Amendment”) to the Amended and Restated Markit Key Employee Incentive Program (the “KEIP”).

WITNESSETH

WHEREAS, Markit Ltd. (the “Company”) has entered into an Agreement and Plan of Merger, dated as of March 20, 2016 (the “Merger Agreement”), with Marvel Merger Sub, Inc., and IHS, Inc.; and

WHEREAS, in connection with the transactions contemplated by the Merger Agreement (the “Merger”), the Company desires to amend certain terms and conditions related to equity awards granted pursuant to the KEIP.

NOW THEREFORE, the KEIP is hereby amended as follows:

1.AMENDMENT

APPENDIX A of the KEIP is hereby amended to add a paragraph 5 as follows:

“5. Notwithstanding any other provision of the Plan or any Option (subject to any provisions applicable to a Participant under an Option or individual agreement that contain vesting terms that are more favorable to the Participant than those set forth in this paragraph 5), if (i) a Participant’s Employment is terminated by the Company without Cause or (ii) for Participants who are members of the executive committee of the Company, the Participant resigns for “good reason” (as defined in an employment agreement applicable to such Participant), within 12 months after the Closing Date (as defined in the Agreement and Plan of Merger, dated as of March 20, 2016, among the Company, Marvel Merger Sub, Inc., and IHS, Inc.), all unvested Options held by such Participant shall vest in full immediately on the date of such termination of Employment and shall remain exercisable until the earlier of (i) 12 months following the date such termination of Employment or (ii) the expiration of the original Option Period of such Option.”

2. EFFECTIVENESS OF AMENDMENT

This Amendment will become effective on the Closing Date (as defined in the Merger Agreement). In the event that the Merger does not occur, this Amendment will be null and void and will have no further force or effect. Except as amended by the terms of this Amendment, the KEIP will remain in full force and effect in accordance with its terms.

EX-10.3

Exhibit 10.3

Summary of 2016 Nonemployee Director Compensation Program

IHS Markit Ltd.

Director Compensation

Our nonemployee directors receive compensation for their service on our Board of Directors. Each of our nonemployee directors receives annual cash retainers and equity awards, as described in the table below. The retainers received by the nonemployee directors may be converted into deferred stock units. 

Annual Director Compensation	$
Board Retainer	90,000
Lead Independent Director Retainer	50,000
Committee Chair Retainer:
Nominating and Governance Committee	17,500
All Other Committees	30,000
Committee Member Retainer:
Audit Committee	15,000
All Other Committees	10,000
Annual Equity Award (1)	180,000
(1) On December 1 of each year of service, each nonemployee director shall receive an award consisting of restricted stock units whose underlying shares shall have, on the date of grant, a fair market value equal to $180,000. Directors may choose to defer receipt of the shares underlying the RSUs until after their termination of service.

Certain directors were awarded a special equity grant reflecting the pro rata portion of the annual equity award for the period of the 2016 fiscal year they served as directors of IHS Markit.

All equity awards for nonemployee directors will be issued pursuant to the IHS Markit Ltd. 2014 Equity Incentive Award Plan.

We provide liability insurance for our directors and officers. In addition, our nonemployee directors are reimbursed for reasonable expenses.

EX-10.4

Indemnification Agreement

EXHIBIT 10.4

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”), made and entered into as of the [DATE] day of [DATE], [2016], by and between IHS Markit Ltd., a Bermuda exempted company (the “Company”) and [NAME] (“Indemnitee”).

W I T N E S S E T H:

WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the corporation. At the same time, directors, officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself.

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and that the Company should act to assure such persons that there will be increased certainty of such protection in the future.

WHEREAS, the Board has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities.

WHEREAS, the Bye-laws of the Company provide that the Company shall indemnify and advance expenses to all directors and officers of the Company in the manner set forth therein and to the fullest extent permitted by applicable law. In addition, Indemnitee may be entitled to indemnification pursuant to the Company’s Bye-laws and to the extent permitted by the Companies Act 1981 of Bermuda (the “Companies Act”). The Companies Act expressly provides that the indemnification provisions set forth in the Company’s Bye-laws are not exclusive, and thereby contemplates that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification.

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified.

Confidential \ Copyright © 2016 IHS Markit Ltd.

Indemnification Agreement

WHEREAS, this Agreement is a supplement to and in furtherance of the Bye-laws of the Company and any resolutions adopted pursuant thereto and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

WHEREAS, Indemnitee is concerned that the protection available under the Company’s Bye-laws and insurance may not be adequate in the present circumstances, and may not be willing to serve the Company as an officer or director or in another capacity without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that express indemnification is provided.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and Indemnitee, intending to be legally bound, do hereby covenant and agree as follows:

ARTICLE 1 CERTAIN DEFINITIONS

(a)As used in this Agreement:

“Change of Control” means any one of the following circumstances occurring after the date hereof: (i) there shall have occurred an event required to be reported with respect to the Company in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item or any similar schedule or form) under the Exchange Act, regardless of whether the Company is then subject to such reporting requirement; (ii) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) shall have become, without prior approval of the Company’s Board by approval of at least a majority of the Continuing Directors, the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then issued and outstanding voting securities (provided that, for purposes of this clause (ii), the term “person” shall exclude (x) the Company, (y) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (z) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of shares of the Company); (iii) there occurs a merger, amalgamation or consolidation of the Company with any other entity, other than a merger, amalgamation or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger, amalgamation or consolidation continuing to represent (either by remaining issued and outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity issued and outstanding immediately after such merger, amalgamation or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity; (iv) all or substantially all the

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assets of the Company are sold or disposed of in a transaction or series of related transactions; (v) the approval by the shareholders of the Company of a complete liquidation of the Company; or (vi) the Continuing Directors cease for any reason to constitute at least a majority of the members of the Board.

“Continuing Director” means (i) each director on the Board on the date hereof or (ii) any new director whose election or nomination for election by the Company’s shareholders was approved by a vote of at least a majority of the directors then still in office who were directors on the date hereof or whose election or nomination was so approved.

“Corporate Status” means the status of a person who is or was a director, officer, trustee, general partner, managing member, manager, fiduciary, board of directors’ committee member, employee or agent of the Company or of any other Enterprise.

“Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

“Enterprise” means the Company and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, board of directors’ committee member, employee or agent.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Expenses” means all direct and indirect costs (including attorneys’ fees, retainers, court costs, transcripts, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses) reasonably incurred in connection with (i) prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding or (ii) establishing, interpreting, defending or enforcing a right to indemnification under this Agreement, the Company’s Bye-laws, applicable law or otherwise. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent; any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement (on a grossed up basis); and any interest, assessments or other charges in respect of the foregoing. For the avoidance of doubt, Expenses, however, shall not include any Liabilities.

“Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporate law and neither currently is, nor in the five years previous to its selection or appointment has been, retained to represent (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement or of other indemnitees under similar indemnification agreements) or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent

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Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

“Liabilities” means any losses or liabilities, including any judgments, fines (including any excise taxes assessed with respect to any employee benefit plan) and penalties, penalties and amounts paid in settlement, arising out of or in connection with any Proceeding (including all interest, assessments and other charges paid or payable in connection with or in respect of any such judgments, fines (including any excise taxes assessed with respect to any employee benefit plan) and penalties, penalties or amounts paid in settlement), provided that Liabilities shall not include any Expenses.

“Proceeding” means any threatened, pending or completed action, derivative action, suit, claim, counterclaim, cross claim, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether civil (including intentional and unintentional tort claims), criminal, administrative, arbitrative or investigative, including any appeal therefrom, and whether instituted by or on behalf of the Company or any other party, or any inquiry, hearing or investigation that Indemnitee in good faith believes might lead to the institution of any such action, suit or other proceeding hereinabove listed in which Indemnitee was, is or will be involved as a party, potential party, non-party witness or otherwise by reason of any Corporate Status of Indemnitee, or by reason of any action taken (or failure to act) by him or her or of any action (or failure to act) on his or her part while serving in any Corporate Status.

(b)For the purposes of this Agreement:

References to the “Company” shall include, in addition to the resulting or surviving company or corporation, any constituent company or corporation (including any constituent of a constituent) absorbed in a consolidation, amalgamation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that if Indemnitee is or was a director, officer, employee, or agent of such constituent company or corporation or is or was serving at the request of such constituent company or corporation as a director, officer, employee, or agent of another company or corporation, partnership, joint venture, trust or other enterprise, then Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving company or corporation as Indemnitee would have with respect to such constituent company or corporation if its separate existence had continued.

References to “other enterprise” shall include employee benefit plans; references to “fines” shall include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit

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plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

Reference to “including” shall mean “including, without limitation,” regardless of whether the words “without limitation” actually appear, references to the words “herein,” “hereof” and “hereunder” and other words of similar import shall refer to this Agreement as a whole and not to any particular paragraph, subparagraph, section, subsection or other subdivision.

ARTICLE 2SERVICES BY INDEMNITEE

Section 2.01.Services by Indemnitee. Indemnitee hereby agrees to serve or continue to serve as a director, officer or key employee of the Company, for so long as Indemnitee is duly elected or appointed or until Indemnitee tenders his or her resignation or is removed. This Agreement does not create or otherwise establish any right on the part of Indemnitee to be and continue to be elected or appointed a director, officer or employee of the Company and does not create an employment contract between the Company and Indemnitee.

ARTICLE 3

INDEMNIFICATION

Section 3.01.General. (a)Subject to Section 3.02, the Company hereby agrees to and shall indemnify Indemnitee and hold Indemnitee harmless from and against any and all Expenses and Liabilities, in either case, actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf by reason of Indemnitee’s Corporate Status, to the fullest extent permitted by applicable law. The Company’s indemnification obligations set forth in this Section 3.01 shall apply (i) in respect of Indemnitee’s past, present and future service in any Corporate Status and (ii) regardless of whether Indemnitee is serving in any Corporate Status at the time any such Expense or Liability is incurred.

For purposes of this Agreement, the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to:

(i)to the fullest extent permitted by any provision of the Companies Act as in effect on the date of this Agreement, or the corresponding provision of any successor statute, and

(ii)to the fullest extent authorized or permitted by any amendments to or replacements of the Companies Act adopted after the date of this Agreement.

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(b)Subject to Section 3.02, without limiting the scope of the indemnity provided under any other provision of this Agreement (including Section 3.01(a)), if Indemnitee has reason to apprehend that any claim will or might be made against him in respect of any negligence, default, breach of duty or breach of trust, he may apply to the Supreme Court of Bermuda for relief pursuant to Section 281 of the Companies Act and, to the extent that such court relieves him, either wholly or partly, from his liability in accordance with Section 281 of the Companies Act, Indemnitee shall be indemnified against any liability incurred by him in defending any Proceedings in accordance with paragraph 98(2)(b) of the Companies Act.

(c)Witness Expenses. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness or other participant in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee or on his or her behalf in connection therewith.

(d)Expenses as a Party Where Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement, to the fullest extent permitted by applicable law, to the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her in connection therewith. If Indemnitee is not wholly successful in such Proceeding, but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law, indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on his or her behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Section 3.02.Exclusions. Notwithstanding any provision of this Agreement and unless Indemnitee ultimately is successful on the merits with respect to any such claim, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee:

(a)for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law or (ii) any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the

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payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act); or

(b)except as otherwise provided in Section 6.01(e), prior to a Change of Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee (other than any cross claim or counterclaim asserted by the Indemnitee), including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, or (iii) such indemnification or advancement of Expenses is otherwise required under the Companies Act; or

(c)for any Liability in respect of Indemnitee’s fraud or dishonesty in relation to the Company in accordance with Bermuda law.

ARTICLE 4

ADVANCEMENT OF EXPENSES; DEFENSE OF CLAIMS

Section 4.01.Advances. Notwithstanding any provision of this Agreement to the contrary, the Company shall advance any Expenses actually and reasonably incurred by Indemnitee in connection with any Proceeding within thirty (30) days after the receipt by the Company of each statement requesting such advance from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay such amounts and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Nothing in this Section 4.01 shall require the Company to advance Expenses in any case in which indemnification would not be permitted under Section 3.02(a), or Section 3.02(b) or following the final disposition of a matter under Section 3.02(c).

Section 4.02.Repayment of Advances or Other Expenses. Indemnitee agrees that Indemnitee shall reimburse the Company for all Expenses advanced by the Company pursuant to Section 4.01, in the event and only to the extent that it shall be determined by final judgment or other final adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified by the Company for such Expenses.

Section 4.03.Defense of Claims. The Company will be entitled to participate in the Proceeding at its own expense. The Company shall be entitled to assume the defense of any Proceeding with counsel consented to by Indemnitee (such consent not to be unreasonably withheld) upon the delivery by the Company to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, consent to such counsel

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by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of counsel subsequently incurred by Indemnitee with respect to such Proceeding, provided that (i) Indemnitee shall have the right to employ separate counsel in respect of any Proceeding at Indemnitee’s expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized in writing by the Company, (B) Indemnitee shall have reasonably concluded upon the advice of counsel that there is a conflict of interest between the Company and Indemnitee in the conduct of the defense of such Proceeding or (C) the Company shall not in fact have employed counsel to assume the defense of such Proceeding within a reasonable period of time after having been requested to do so, then in each such case, the fees and expenses of Indemnitee’s counsel shall be at the Company’s expense. The Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, fine, penalty or limitation on Indemnitee without Indemnitee’s prior written consent, such consent not to be unreasonably withheld. Indemnitee shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, fine, penalty or limitation on the Company without the Company’s prior written consent, such consent not to be unreasonably withheld.

ARTICLE 5

PROCEDURES FOR NOTIFICATION OF AND DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION

Section 5.01.Notification; Request For Indemnification. (a) As soon as reasonably practicable after receipt by Indemnitee of written notice that he is a party to or a participant (as a witness or otherwise) in any Proceeding or of any other matter in respect of which Indemnitee intends to seek indemnification or advancement of Expenses hereunder, Indemnitee shall provide to the Company written notice thereof, including the nature of and the facts underlying the Proceeding. The omission by Indemnitee to so notify the Company will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise.

(b)To obtain indemnification under this Agreement, Indemnitee shall deliver to the Company a written request for indemnification, including therewith such information as is reasonably available to Indemnitee and reasonably necessary to determine Indemnitee’s entitlement to indemnification hereunder. Such request(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Indemnitee’s entitlement to indemnification shall be determined according to Section 5.02 of this Agreement and applicable law.

Section 5.02.Determination of Entitlement. (a) Where there has been a written request by Indemnitee for indemnification pursuant to Section 5.01(b), then as soon as is reasonably practicable (but in any event not later than 60 days) after final disposition of the relevant Proceeding, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change of

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Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification).

(b)If entitlement to indemnification is to be determined by Independent Counsel pursuant to Section 5.02(a)(ii), such Independent Counsel shall be selected by Indemnitee, and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. If entitlement to indemnification is to be determined by Independent Counsel pursuant to Section 5.02(a)(i)(C) (or if Indemnitee requests that such selection be made by the Board), such Independent Counsel shall be selected by the Company in which case the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within sixty (60) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Article 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within 45 days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 5.01(b) hereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a

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person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 5.02(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 6.01(a) of this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

(c)The Company agrees to pay the reasonable fees and expenses of any Independent Counsel serving under this Agreement.

Section 5.03.Presumptions and Burdens of Proof; Effect of Certain Proceedings. (a) In making any determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 5.01(b) of this Agreement, and the Company shall, to the fullest extent not prohibited by law, have the burdens of evidence and persuasion to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of any person, persons or entity to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by any person, persons or entity that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(b)If the person, persons or entity empowered or selected under Section 5.02 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within the sixty (60) day period referred to in Section 5.02(a), the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto.

(c)The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that (i) Indemnitee did not act in good faith and in a manner which he reasonably believed to be in

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or not opposed to the best interests of the Company or (ii) with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful, or that Indemnitee did not otherwise satisfy the applicable standard of conduct to be indemnified pursuant to this Agreement.

(d)For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is in good faith reliance on the records or books of account of any Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of such Enterprise in the course of their duties, or on the advice of legal counsel for such Enterprise or on information or records given or reports made to such Enterprise by an independent certified public accountant or by an appraiser or other expert selected by such Enterprise. The provisions of this Section 5.03(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement.

(e)The knowledge and/or actions, or failure to act, of any other director, trustee, partner, managing member, fiduciary, officer, agent or employee of any Enterprise shall not be imputed to Indemnitee for purposes of determining any right to indemnification under this Agreement.

ARTICLE 6

REMEDIES OF INDEMNITEE

Section 6.01.Adjudication or Arbitration. In the event of any dispute between Indemnitee and the Company hereunder as to entitlement to indemnification or advancement of Expenses (including where (i) a determination is made pursuant to Section 5.02 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 4.01 of this Agreement, (iii) payment of indemnification pursuant to Section 3.01 of this Agreement is not made within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnification, (iv) no determination as to entitlement to indemnification is timely made pursuant to Section 5.02 of this Agreement and no payment of indemnification is made within thirty (30) days after entitlement is deemed to have been determined pursuant to Section 5.03(b)) or (v) a contribution payment is not made in a timely manner pursuant to Section 8.04 of this Agreement, then Indemnitee shall be entitled to an adjudication by a court of his or her entitlement to such indemnification, contribution or advancement. Alternatively, in such case, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

(b)In the event that a determination shall have been made pursuant to Section 5.02 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.01 shall be conducted in all

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respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 6.01 the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 5.02(a) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 6.01, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 4.02 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).

(c)If a determination shall have been made pursuant to Section 5.02(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 6.01, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d)The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 6.01 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.

(e)The Company shall indemnify Indemnitee to the fullest extent permitted by law against all Expenses and, if requested by Indemnitee, shall (within thirty (30) days after the Company’s receipt of such written request) advance such Expenses to Indemnitee, which are reasonably incurred by Indemnitee in connection with any judicial proceeding or arbitration brought by Indemnitee for (i) indemnification or advances of Expenses by the Company (or otherwise for the enforcement, interpretation or defense of his or her rights) under this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Company’s Bye-laws now or hereafter in effect or (ii) recovery or advances under any directors’ and officers’ liability insurance policy maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, contribution, advancement or insurance recovery, as the case may be.

ARTICLE 7

DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE

Section 7.01.D&O Liability Insurance. The Company shall obtain and maintain a policy or policies of insurance (“D&O Liability Insurance”) with reputable insurance

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Indemnification Agreement

companies providing liability insurance for directors and officers of the Company in their capacities as such (and for any capacity in which any director or officer of the Company serves any other Enterprise at the request of the Company), in respect of acts or omissions occurring while serving in such capacity, on terms with respect to coverage and amount (including with respect to the payment of Expenses) no less favorable than those of such policy in effect on the date hereof.

Section 7.02.Evidence of Coverage. Upon request by Indemnitee, the Company shall provide copies of all policies of D&O Liability Insurance obtained and maintained in accordance with Section 7.01 of this Agreement. The Company shall promptly notify Indemnitee of any changes in such insurance coverage.

ARTICLE 8

MISCELLANEOUS

Section 8.01.Nonexclusivity of Rights. The rights of indemnification, contribution and advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled to under applicable law, the Company’s Bye-laws, any agreement, a vote of shareholders or a resolution of directors, or otherwise. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

Section 8.02.Insurance and Subrogation. (a) Indemnitee shall be covered by the Company’s D&O Liability Insurance in accordance with its or their terms to the maximum extent of the coverage available for any similarly-situated director or officer under such policy or policies. If, at the time the Company receives notice of a claim hereunder, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. The failure or refusal of any such insurer to pay any such amount shall not affect or impair the obligations of the Company under this Agreement.

(b)In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

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Indemnification Agreement

(c)The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which advancement is provided) hereunder if and to the extent that Indemnitee has actually received such payment under any insurance policy or other indemnity provision.

Section 8.03.The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, trustee, partner, managing member, fiduciary, board of directors’ committee member, employee or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of Expenses from such Enterprise.

Section 8.04.Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (a) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving rise to such Proceeding; and/or (b) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

Section 8.05.Amendment. This Agreement may not be modified or amended except by a written instrument executed by or on behalf of each of the parties hereto. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit, restrict or reduce any right of Indemnitee under this Agreement in respect of any act or omission, or any event occurring, prior to such amendment, alteration or repeal. To the extent that a change in applicable law, whether by statute or judicial decision, (i) permits greater indemnification, contribution or advancement of Expenses than would be afforded currently under the Company’s Bye-laws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change or (ii) limits rights with respect to indemnification, contribution or advancement of Expenses, it is the intent of the parties hereto that the rights with respect to indemnification, contribution or advancement of Expenses in effect prior to such change shall remain in full force and effect to the extent permitted by applicable law.

Section 8.06.Waivers. The observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) by the party entitled to enforce such term only by a writing signed by the party against which such waiver is to be asserted. Unless otherwise expressly provided herein, no delay on the part of any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party hereto of any right, power or privilege hereunder operate as a waiver of any other right,

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Indemnification Agreement

power or privilege hereunder nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

Section 8.07.Entire Agreement. This Agreement and the documents referred to herein constitute the entire agreement between the parties hereto with respect to the matters covered hereby, and any other prior or contemporaneous oral or written understandings or agreements with respect to the matters covered hereby are superseded by this Agreement, provided that this Agreement is a supplement to and in furtherance of the Bye-laws of the Company and applicable law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

Section 8.08.Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

Section 8.09.Notices. All notices, requests, demands and other communications under this Agreement shall be in writing including facsimile transmission or electronic mail (“e-mail”) transmission so long as confirmation of receipt of such e-mail is requested and received. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a business day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt. The address for notice to a party is as shown on the signature page of this Agreement, or such other address as any party shall have given by written notice to the other party as provided above.

Section 8.10.Binding Effect. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director or officer of the Company.

(b)This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, amalgamation, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, spouses, heirs, and

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Indemnification Agreement

executors, administrators, personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, amalgamation, consolidation or otherwise) to all or substantially all, or a substantial part of the business or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the manner and to the same extent that the Company would be required to perform if no such succession had taken place.

(c)The indemnification, contribution and advancement of Expenses provided by, or granted pursuant to this Agreement shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, administrators, legatees and assigns of such a person.

Section 8.11.Governing Law. This Agreement and the legal relations among the parties under this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to its conflict of laws rules.

Section 8.12.Consent To Jurisdiction. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 6.01(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the State or Federal courts in New York, New York located in the Borough of Manhattan, and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of such courts for purposes of any action, suit or other proceeding arising out of, related to or in connection with this Agreement, (iii) appoint, to the extent such party is not otherwise subject to service of process in New York, (A) Adam Kansler, General Counsel, c/o Markit North America Inc., 620 8th Avenue, 35th Floor, New York, New York, 10018 with respect to the Company and (B) CT Corporation System, 111 Eighth Avenue, 13^th Floor, New York, New York, 10011 with respect to the Indemnitee, as its agent in New York, for receipt of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within New York, (iv) waive any objection to the laying of venue of any such action, suit or other proceeding in such courts, and (v) waive, and agree not to plead or to make, any claim that any such action, suit or other proceeding brought in such courts has been brought in an improper or inconvenient forum.

Section 8.13.Headings. The Article and Section headings in this Agreement are for convenience of reference only, and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

Section 8.14.Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart

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Indemnification Agreement

signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

Section 8.15.Use of Certain Terms. As used in this Agreement, the words “herein,” “hereof,” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular paragraph, subparagraph, section, subsection, or other subdivision. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.

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Indemnification Agreement

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered to be effective as of the date first above written.

IHS MARKIT LTD.
By:
	Name:
	Title:
Address:		4th Floor, Ropemaker Place 25 Ropemaker Street London EC2Y 9LY United Kingdom
E-Mail:
Attention:		General Counsel

[NAME]

Address:

Facsimile:

E-mail:

With a copy to:

Address:

Facsimile:

Attention:

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EX-10.14

EXHIBIT 10.14

IHS INC.
2004 LONG-TERM INCENTIVE PLAN

Restricted Stock Units Award Document

Time-Based RSUs

This Restricted Stock Units Award Document (this “Award Document”) dated as of __________ sets forth the terms of a Restricted Stock Unit Award (“Award”) given to __________(“you”) by IHS Markit Ltd. (the “Company” or “IHS Markit”), the parent company of IHS Inc., which assumed the IHS Inc. 2004 Long-Term Incentive Plan (as may be amended from time to time, the “Plan”) in connection with the merger of IHS Inc. and Markit Ltd.

Unless defined in this Award Document, capitalized terms will have the same meanings ascribed to them in the Plan.

Pursuant to Article 8 of the Plan, you have been granted restricted stock units (“RSUs” or “Units”), where each Unit represents one Share (i.e., one share of the Company’s common stock), on the following terms and subject to the provisions of the Plan, which is incorporated by reference. In the event of a conflict between the provisions of the Plan and this Award Document, the provisions of the Plan will prevail.

Participant:

Employee ID:    

Total Number of Units Granted:    

Grant Date:

Vesting Schedule: The Units will vest according to the following schedule:

# Units Vesting Vest Date

provided, however, that in the event of a Change in Control, this Award shall vest in full and be free of restrictions, and you will participate in the acquisition to the extent and in the same manner as all other stockholders of the Company; and provided further that in the event of your death or termination of employment due to your Disability (as defined in Exhibit A attached), this Award shall vest in full and be free of restrictions.

Your acceptance of this Award evidenced by either your signature or a form of electronic acceptance, the method being determined by the Company, indicates that you and the Company agree that this Award is granted under and governed by the terms and conditions of the Plan and the terms and conditions set forth in the attached Exhibit A. YOU MUST ACCEPT THIS AWARD BY THE DATE DETERMINED AND COMMUNICATED TO YOU BY THE COMPANY OR THE AWARD WILL AUTOMATICALLY BE CANCELLED.

EXHIBIT A

TERMS AND CONDITIONS OF THE RSU AWARD

Time-Based RSUs

Grant Date: ______________

No Payment for RSUs or Underlying Shares.

No payment is required for the RSUs (or the Shares underlying such RSUs) that you receive under this Award.

Share Delivery upon Vesting.

RSUs that you receive under this Award are subject to Section 8.3 of the Plan; provided, however, that they are transferable at any time by will or by the laws of descent and distribution. As soon as practicable after vesting (and subject to the “Withholding Taxes” section below), the Shares represented by such RSUs will be delivered to you.   In its sole discretion, IHS Markit may elect to deliver the Shares to you by book-entry in the Company’s books or by electronic delivery to a brokerage account established for your benefit at a financial/brokerage firm selected by IHS Markit.  You agree to complete and sign any documents and take any additional action that the broker designated by IHS Markit may request to enable IHS Markit to accomplish the delivery of the Shares on your behalf. The date of settlement shall not be later than 2½ months after the later of (i) the end of the Company’s fiscal year in which the applicable vesting date occurs or (ii) the end of the calendar year in which the applicable vesting date occurs.

Voting Rights and Dividend Rights.

You shall have no voting rights with respect to any RSUs. After the RSUs have vested and Shares have been issued to you, you will have all rights as a stockholder. In the event any cash or stock dividends are paid with respect to Shares while unvested RSUs are outstanding under this Award, the number of RSUs that you receive under this Award shall be increased as provided below in this paragraph. In the case of stock dividends, the number of RSUs subject to this award shall be increased by the number of Shares you would have received on the date of payment of the dividend with respect to the number of Shares underlying the unvested RSUs under this Award on such date. In the case of cash dividends, the number of RSUs subject to this Award shall be increased by the number of Shares you would have received on the date of payment of the dividend with respect to the number of Shares underlying the unvested RSUs under this Award at such date, if the amount of dividends was reinvested in Shares on such date. The number of Units on the front page of this Award Document shall be deemed modified to reflect such increase in RSUs. The additional RSUs shall be subject to the same vesting requirements and restrictions as the unvested RSUs.

Termination.

Upon termination of your employment for any reason (other than your death or termination of employment due to your Disability), (1) you will forfeit all of your unvested RSUs without any consideration, unless the Committee expressly determines otherwise, and (2) for purposes of Section 4.2 of the Plan, the Shares underlying the unvested RSUs will again be available for issuance under the Plan.

In the event of termination of your employment due to your death or Disability, all of the unvested RSUs shall vest and be free of restrictions.

For purposes of this Award Document, “Disability” shall mean a mental or physical illness that entitles you to receive benefits under the long-term disability plan of the Company or an Affiliate; provided that you remain totally disabled for six (6) consecutive months. If you are not covered by such a plan, “Disability” shall be defined by reference to the Company’s long-term disability policy as if such policy applied to you.

Withholding Taxes.

You acknowledge that you are required to make acceptable arrangements to pay any withholding taxes that may be due as a result of receipt of this Award or the vesting and payout of the RSUs that you receive under this Award, and no Shares will be released to you until you have made such arrangements. These arrangements may include any one or a combination of the following, as determined by the Company or the Committee: (a) withholding of Shares or the sale of Shares that otherwise would be released to you when they vest; (b) surrendering of Shares that you already own; (c) direct payment by you to the Company; (d) payroll withholding; (e) any other method as the Company or Committee may elect in compliance with applicable law. The FMV of the Shares that are withheld or that you surrender, if applicable, determined as of the date when the taxes otherwise would have been withheld in cash, will be applied as a credit against the taxes.

You acknowledge that the ultimate liability for all tax obligations legally due by you is and remains your responsibility.

Tax Consultation.

By signing this Award Document, you represent that you have consulted with any tax consultant(s) you deem advisable in connection with the grant and vesting of this Award (including the delivery of Shares underlying the RSUs that you receive under this Award), that you are not relying on the Company or an Affiliate for any tax advice and that you will hold the Company and its Affiliates harmless from any and all tax liabilities imposed in connection with the grant and vesting of this Award (including the delivery of any Shares).

No Guarantee of Continued Employment.

YOU ACKNOWLEDGE AND AGREE THAT THIS AWARD DOCUMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE “VESTING SCHEDULE” SET FORTH IN THIS AWARD DOCUMENT DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED EMPLOYMENT FOR THE VESTING PERIOD, FOR ANY PERIOD OR AT ALL AND WILL NOT INTERFERE IN ANY WAY WITH YOUR RIGHT OR THE COMPANY’S OR ANY AFFILIATE’S RIGHT TO TERMINATE YOUR EMPLOYMENT AT ANY TIME OR FOR ANY REASON NOT PROHIBITED BY LAW, AND WILL NOT CONFER UPON YOU ANY RIGHT TO CONTINUE YOUR EMPLOYMENT FOR ANY SPECIFIED PERIOD OF TIME.

Data Protection.

You acknowledge and agree that, for the reasons described below, the Company or any of its Affiliates may process sensitive personal data about you. Such data may include, but shall not be limited to:

• Personal data: Name, address, telephone number, fax number, email address, family size, marital status, sex, beneficiary information, emergency contacts, passport or visa information, age, language skills, drivers license information, birth certificate and employee number.

• Employment information: Curriculum vitae or resume, wage history, employment references, job title, employment or severance agreement, plan or benefit enrollment forms and elections and equity compensation or benefit statements.

• Financial information: Current wage and benefit information, personal bank account number, brokerage account information, tax related information and tax identification number.

The Company may, from time to time, process and transfer this or other information for internal compensation and benefit planning (specifically, for enrollment purposes in the Plan and the administration of the Plan), to determine training needs, to develop a global human resource database and to evaluate skill utilization.

The legal persons for whom your personal data is intended are the Company, the outside plan administrator (as selected by the Company from time to time), legal counsel to the Company (as selected by the Company from time to time), the accountants for the Company (as selected by the Company from time to time) and any other person that the Company may find in its administration of the Plan to be appropriate. You acknowledge that you have been informed of your right to access and correct any personal data by contacting:

Corporate Human Resources

IHS Markit

15 Inverness Way East

Englewood, Colorado 80112

Telephone No.

Facsimile No.:

E-mail:

The Company agrees to ensure that all personal and/or sensitive data that is transmitted will be kept confidential and used only for legitimate Company purposes as described above.

You hereby give your explicit consent to the Company to process any such personal and/or sensitive data. You also hereby provide explicit consent to the Company to transfer any such personal and/or sensitive data outside of the country in which you work or are employed.

Acquired Rights.

In accepting the Award, you acknowledge that:

(a)    the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, as provided in the Plan;

(b)    the award of RSUs is voluntary and occasional and does not create any contractual or other right to receive future awards of RSUs, or benefits in lieu of RSUs even if RSUs have been awarded repeatedly in the past;

(c)    all decisions with respect to future awards, if any, will be at the sole discretion of the Company;

(d)    your participation in the Plan is voluntary;

(e)    the RSUs are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or to your actual employer, and RSUs are outside the scope of your employment contract, if any;

(f)    the RSUs are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculation of any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;

(g)    neither the RSUs nor any provision of this Award Document, the Plan or the policies adopted pursuant to the Plan confer upon you any right with respect to employment or continuation of current employment, and in the event that you are not an employee of the Company or any subsidiary of the Company, the RSUs shall not be interpreted to form an employment contract or relationship with the Company or any Affiliate;

(h)    the future value of the underlying Shares is unknown and cannot be predicted with certainty;

(i)    the value of Shares acquired on vesting of RSUs may increase or decrease in value;

(j)    no claim or entitlement to compensation or damages arises from termination of RSUs, and no claim or entitlement to compensation or damages shall arise from any diminution in value of the RSUs or Shares received upon vesting of the RSUs resulting from termination of your entitlement by the Company or any Affiliate (for any reason whatsoever and whether or not in breach of local labor laws) and you irrevocably release the Company and any Affiliate from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Award Document, you shall be deemed irrevocably to have waived your entitlement to pursue such claim; and

(k)    in the event of termination of your employment (whether or not in breach of local labor laws), your right to receive RSUs and vest under the Plan, if any, will terminate effective as of the date that you are no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), your right to receive Shares pursuant to the RSUs after termination of employment, if any, will be measured by the date of termination of your active employment and will not be extended by any notice period mandated under local law.

Language.

If you have received this or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

Electronic Delivery.

The Company may, in its sole discretion, decide to deliver any documents related to the Award granted under and participation in the Plan or future awards that may be granted under the Plan by electronic means or to request your consent to participate in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

Entire Agreement; Governing Law.

The Plan and this Award Document constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and you with respect to the subject matter hereof. This Award Document may not be modified in a manner that impairs your rights heretofore granted under the Plan, except with your consent. This Award Document is governed by the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Award Document to the substantive law of another jurisdiction.

Severability.

The provisions of this Award Document are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

BY SIGNING THE AWARD DOCUMENT, YOU ACKNOWLEDGE RECEIPT OF A COPY OF THE PLAN AND REPRESENT THAT YOU ARE FAMILIAR WITH THE TERMS AND CONDITIONS OF THE PLAN, AND HEREBY ACCEPT THIS AWARD SUBJECT TO ALL PROVISIONS IN THIS AWARD DOCUMENT AND IN THE PLAN. YOU HEREBY AGREE TO ACCEPT AS FINAL, CONCLUSIVE AND BINDING ALL DECISIONS OR INTERPRETATIONS OF THE COMMITTEE UPON ANY QUESTIONS ARISING UNDER THE PLAN OR THIS AWARD DOCUMENT.

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT, AS AMENDED

I, Jerre L. Stead, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of IHS Markit Ltd.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: October 7, 2016

    /s/ Jerre L. Stead

Jerre L. Stead

Chairman and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT, AS AMENDED

I, Todd S. Hyatt, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of IHS Markit Ltd.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: October 7, 2016

    /s/ Todd S. Hyatt

Todd S. Hyatt

Executive Vice President and Chief Financial Officer

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Each of the undersigned hereby certifies, for the purposes of section 1350 of chapter 63 of title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in his capacity as an officer of IHS Markit Ltd. (the “Company”), that, to his knowledge, the Quarterly Report on Form 10-Q of the Company for the period ended August 31, 2016 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company. This written statement is being furnished to the Securities and Exchange Commission as an exhibit to such report. A signed original of this statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Date: October 7, 2016

    /s/ Jerre L. Stead

Jerre L. Stead

Chairman and Chief Executive Officer

    /s/ Todd S. Hyatt

Todd S. Hyatt

Executive Vice President and Chief Financial Officer

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Document and Entity Information	9 Months Ended
	Aug. 31, 2016 shares
Entity Information [Line Items]
Entity Registrant Name	IHS Markit Ltd.
Entity Central Index Key	0001598014
Current Fiscal Year End Date	--11-30
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Aug. 31, 2016
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Common Stock, Shares Outstanding	421,946,796

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Condensed Consolidated Balance Sheets - USD ($) $ in Millions	Aug. 31, 2016	Nov. 30, 2015
Current assets:
Cash and cash equivalents	$ 200.7	$ 291.6
Accounts receivable, net	514.7	355.9
Income tax receivable	8.7	4.6
Deferred subscription costs	53.0	52.8
Assets held for sale	0.0	193.4
Other	152.4	52.2
Total current assets	929.5	950.5
Non-current assets:
Property and equipment, net	391.6	314.4
Intangible assets, net	4,565.2	1,014.7
Goodwill	8,423.5	3,287.5
Deferred income taxes	6.6	6.6
Other	12.0	3.8
Total non-current assets	13,398.9	4,627.0
Total assets	14,328.4	5,577.5
Current liabilities:
Short-term debt	126.0	36.0
Accounts payable	57.4	59.2
Accrued compensation	134.1	105.5
Accrued royalties	24.0	33.3
Other accrued expenses	237.0	118.4
Income tax payable	32.7	23.3
Deferred revenue	803.4	552.5
Liabilities held for sale	0.0	32.1
Total current liabilities	1,414.6	960.3
Long-term debt	3,140.0	2,071.5
Accrued pension and postretirement liability	25.8	26.7
Deferred income taxes	1,125.8	259.5
Other liabilities	111.9	58.6
Commitments and contingencies
Redeemable noncontrolling interest	77.7	0.0
Shareholders' equity:
Common shares, $0.01 par value, 3,000.0 and 569.1 authorized, 451.6 and 250.0 issued, and 421.9 and 240.2 outstanding at August 31, 2016 and November 30, 2015, respectively	4.5	2.5
Additional paid-in capital	7,085.0	1,051.3
Treasury shares, at cost: 29.7 and 9.8 at August 31, 2016 and November 30, 2015, respectively	(156.9)	(317.0)
Retained earnings	1,718.8	1,655.3
Accumulated other comprehensive loss	(218.8)	(191.2)
Total shareholders' equity	8,432.6	2,200.9
Total liabilities and shareholders' equity	$ 14,328.4	$ 5,577.5

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Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Millions	Aug. 31, 2016	Nov. 30, 2015
Common shares, par value per share	$ 0.01	$ 0.01
Common shares, shares authorized	3,000.0	569.1
Common shares, shares issued	451.6	250.0
Common shares, shares outstanding	421.9	240.2
Treasury shares, shares	29.7	9.8

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Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Aug. 31, 2016	Aug. 31, 2015	Aug. 31, 2016	Aug. 31, 2015
Revenue	$ 724.6	$ 557.9	$ 1,861.0	$ 1,628.6
Operating expenses:
Cost of revenue	269.1	209.2	692.2	624.3
Selling, general and administrative	267.6	200.1	661.1	589.2
Depreciation and amortization	91.7	54.8	216.5	159.5
Restructuring charges	10.6	1.9	23.9	22.0
Acquisition-related costs	104.5	0.1	119.9	0.6
Net periodic pension and postretirement expense	0.6	0.6	1.2	1.5
Other expense (income), net	(2.8)	0.2	(2.0)	1.3
Total operating expenses	741.3	466.9	1,712.8	1,398.4
Operating income (loss)	(16.7)	91.0	148.2	230.2
Interest income	0.3	0.3	0.9	0.6
Interest expense	(36.5)	(18.2)	(92.0)	(52.6)
Non-operating expense, net	(36.2)	(17.9)	(91.1)	(52.0)
Income (loss) from continuing operations before income taxes and equity in earnings of equity method investee	(52.9)	73.1	57.1	178.2
Benefit (provision) for income taxes	23.1	(16.3)	(0.7)	(36.7)
Equity in earnings (loss) of equity method investee	(1.2)	0.0	(1.2)	0.0
Income (loss) from continuing operations	(31.0)	56.8	55.2	141.5
Income (loss) from discontinued operations, net	(1.0)	2.3	8.0	8.1
Net income (loss)	(32.0)	59.1	63.2	149.6
Net loss attributable to noncontrolling interest	0.3	0.0	0.3	0.0
Net income (loss) attributable to IHS Markit Ltd.	$ (31.7)	$ 59.1	$ 63.5	$ 149.6
Basic earnings (loss) per share:
Income (loss) from continuing operations attributable to IHS Markit Ltd.	$ (0.09)	$ 0.23	$ 0.20	$ 0.58
Income (loss) from discontinued operations, net	0.00	0.01	0.03	0.03
Net income (loss) attributable to IHS Markit Ltd.	$ (0.09)	$ 0.24	$ 0.23	$ 0.61
Weighted average shares used in computing basic earnings per share	340.1	243.1	273.5	244.1
Diluted earnings (loss) per share:
Income (loss) from continuing operations attributable to IHS Markit Ltd.	$ (0.09)	$ 0.23	$ 0.20	$ 0.58
Income (loss) from discontinued operations, net	0.00	0.01	0.03	0.03
Net income (loss) attributable to IHS Markit Ltd.	$ (0.09)	$ 0.24	$ 0.23	$ 0.61
Weighted average shares used in computing diluted earnings per share	340.1	244.8	277.5	246.0

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Condensed Consolidated Statements of Comprehensive Income Statement - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Aug. 31, 2016	Aug. 31, 2015	Aug. 31, 2016	Aug. 31, 2015
Net income (loss) attributable to IHS Markit Ltd.	$ (31.7)	$ 59.1	$ 63.5	$ 149.6
Other comprehensive loss, net of tax:
Unrealized loss on hedging activities	(5.2)	(0.9)	(6.9)	(3.9)
Foreign currency translation adjustment	(31.0)	(15.4)	(20.7)	(61.2)
Total other comprehensive loss	(36.2)	(16.3)	(27.6)	(65.1)
Comprehensive income (loss)	$ (67.9)	$ 42.8	$ 35.9	$ 84.5

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Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Aug. 31, 2016	Aug. 31, 2015	Aug. 31, 2016	Aug. 31, 2015
Tax expense (benefit) on unrealized loss on hedging activities	$ 5.3	$ (0.7)	$ 4.2	$ (2.6)

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Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions	9 Months Ended
	Aug. 31, 2016	Aug. 31, 2015
Operating activities:
Net income (loss) attributable to IHS Markit Ltd.	$ 63.5	$ 149.6
Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization	216.5	174.8
Stock-based compensation expense	144.9	101.2
Gain on sale of business	(41.5)	0.0
Impairment of assets	0.0	1.2
Excess tax benefit from stock-based compensation	(1.8)	(5.9)
Net periodic pension and postretirement expense	1.2	1.5
Undistributed earnings of affiliates, net	1.2	0.0
Pension and postretirement contributions	(2.2)	(3.0)
Deferred income taxes	6.1	(21.3)
Change in assets and liabilities:
Accounts receivable, net	65.8	101.3
Other current assets	39.9	(20.4)
Accounts payable	(40.6)	2.0
Accrued expenses	7.1	(32.1)
Income tax	(5.8)	45.8
Deferred revenue	10.7	(1.3)
Other liabilities	10.1	3.2
Net cash provided by operating activities	475.1	496.6
Investing activities:
Capital expenditures on property and equipment	(99.3)	(97.7)
Acquisitions of businesses, net of cash acquired	(1,014.4)	(369.9)
Proceeds from sale of business	190.2	0.0
Change in other assets	0.3	3.3
Settlements of forward contracts	5.6	0.8
Net cash used in investing activities	(917.6)	(463.5)
Financing activities:
Proceeds from borrowings	3,423.0	465.0
Repayment of borrowings	(2,876.8)	(222.3)
Payment of debt issuance costs	(22.8)	0.0
Excess tax benefit from stock-based compensation	1.8	5.9
Proceeds from the exercise of employee stock options	69.1	0.0
Repurchases of common stock	(264.6)	(148.6)
Net cash provided by financing activities	329.7	100.0
Foreign exchange impact on cash balance	20.4	(22.7)
Net increase (decrease) in cash and cash equivalents	(92.4)	110.4
Cash and cash equivalents at the beginning of the period	291.6	153.2
Cash and cash equivalents at the end of the period	$ 200.7	$ 263.6

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Condensed Consolidated Statement of Changes in Stockholders' Equity - 9 months ended Aug. 31, 2016 - USD ($) shares in Millions, $ in Millions	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Treasury Stock [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Loss [Member]	Employee Stock Option [Member]	Employee Stock Option [Member] Common Stock [Member]	Employee Stock Option [Member] Additional Paid-in Capital [Member]	Employee Stock Option [Member] Treasury Stock [Member]	Employee Stock Option [Member] Retained Earnings [Member]	Employee Stock Option [Member] Accumulated Other Comprehensive Loss [Member]
Balance, shares at Nov. 30, 2015	240.2	240.2
Balance (Audited) at Nov. 30, 2015	$ 2,200.9	$ 2.5	$ 1,051.3	$ (317.0)	$ 1,655.3	$ (191.2)
Share-based award activity, shares		2.4						3.2
Share-based award activity, value	110.3	$ 0.0	139.8	(29.5)	0.0	0.0	$ 69.1	$ 0.0	$ 69.1	$ 0.0	$ 0.0	$ 0.0
Income tax deficit from stock-based compensation	(0.4)	$ 0.0	(0.4)	0.0	0.0	0.0
Repurchases of common stock, shares		6.7
Repurchases of common stock, value	(230.6)	$ 0.0	0.0	(230.6)	0.0	0.0
Common shares issued in connection with the Merger, shares		182.8
Common shares issued in connection with the Merger, value	6,247.4	$ 2.0	6,245.4	0.0	0.0	0.0
Cancellation of treasury shares, shares		0.0
Cancellation of treasury shares, value	0.0	$ 0.0	(420.2)	420.2	0.0	0.0
Net income (loss) attributable to IHS Markit Ltd.	63.5	0.0	0.0	0.0	63.5	0.0
Other comprehensive income (loss)	$ (27.6)	$ 0.0	0.0	0.0	0.0	(27.6)
Balance, shares at Aug. 31, 2016	421.9	421.9
Balance at Aug. 31, 2016	$ 8,432.6	$ 4.5	$ 7,085.0	$ (156.9)	$ 1,718.8	$ (218.8)

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Basis of Presentation and Significant Accounting Policies

9 Months Ended

Aug. 31, 2016

Accounting Policies [Abstract]

Basis of Presentation and Significant Accounting Policies [Text Block]

Basis of Presentation and Significant Accounting Policies

On July 12, 2016, IHS Inc. (IHS), a Delaware corporation, Markit Ltd. (Markit), a Bermuda exempted company, and Marvel Merger Sub, Inc. (Merger Sub), a Delaware corporation and an indirect and wholly owned subsidiary of Markit Ltd., completed a merger (Merger) pursuant to which Merger Sub merged with and into IHS, with IHS surviving the Merger as an indirect and wholly owned subsidiary of Markit. Upon completion of the Merger, Markit became the combined group holding company and was renamed IHS Markit Ltd. (IHS Markit, we, us, or our). In accordance with the terms of the Merger agreement, IHS stockholders received 3.5566 common shares of IHS Markit for each share of IHS common stock they owned and IHS Inc. common stock was delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act.

The Merger has been accounted for as a business combination in accordance with Accounting Standards Codification (ASC) Topic 805. This standard requires that one of the two companies in the Merger be designated as the acquirer for accounting purposes based on the evidence available. We have treated IHS as the acquiring entity for accounting purposes, and accordingly, the Markit assets acquired and liabilities assumed have been adjusted based on fair value at the consummation of the Merger. Any excess of the purchase price over the fair value of identified assets acquired and liabilities assumed has been recognized as goodwill. In identifying IHS as the acquiring entity for accounting purposes, IHS Markit took into account the voting rights of all equity instruments, the intended corporate governance structure of the combined company, and the size of each of the companies. In assessing the size of each of the companies, IHS Markit evaluated various metrics, including, but not limited to: assets, revenue, operating income, EBITDA, Adjusted EBITDA, market capitalization, and enterprise value. No single factor was the sole determinant in the overall conclusion that IHS is the acquirer for accounting purposes; rather, all factors were considered in arriving at our conclusion.

IHS Markit currently qualifies as a foreign private issuer (FPI) under the rules of the SEC until at least the end of fiscal 2017. However, even while we continue to qualify as an FPI, we will report our financial results in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and have voluntarily elected to file our annual, quarterly, and current reports on Forms 10-K, 10-Q, and 8-K. We will continue to operate on a November 30 fiscal year end.

As a result of the Merger, we have created a new Financial Services segment, which consists entirely of Markit's business, and we have included revenue and expense attributable to Markit in the Financial Services segment from the date of the Merger.

Our accompanying unaudited condensed consolidated financial statements of IHS Markit Ltd. have been prepared on substantially the same basis as the IHS annual consolidated financial statements and should be read in conjunction with the audited consolidated financial statements included in the IHS Inc. Annual Report on Form 10-K for the fiscal year ended November 30, 2015 (IHS 2015 Annual Report on Form 10-K). In our opinion, these condensed consolidated financial statements reflect all adjustments necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods presented, and such adjustments are of a normal, recurring nature.

Due to the discontinued operations discussed in Note 8, we have adjusted prior period income statement amounts to reflect the impact of discontinued operations.

Recent Accounting Pronouncements

In April 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-08, which changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. The ASU is intended to reduce the frequency of disposals reported as discontinued operations by focusing on strategic shifts that have (or will have) a major effect on an entity’s operations and financial results. We adopted this ASU in the first quarter of 2016, and the adoption of the standard did not have any significant impact on our consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, which establishes a comprehensive new revenue recognition model designed to depict the transfer of goods or services to a customer in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. The ASU allows for the use of either the full or modified retrospective transition method. In March, April, and May 2016, the FASB issued ASU 2016-08, ASU 2016-10, and ASU 2016-12, respectively, which provide further revenue recognition guidance related to principal versus agent considerations, performance obligations and licensing, and narrow-scope improvements and practical expedients. All of these standards will be effective for us in the first quarter of our fiscal year 2019, although early adoption is permitted. We are currently evaluating the impact of these new standards on our consolidated financial statements, as well as which transition method we intend to use.

In August 2014, the FASB issued ASU 2014-15, which requires that management evaluate the entity's ability to continue as a going concern within one year after the date that the financial statements are issued. Disclosure is required if there is substantial doubt about the entity's ability to continue as a going concern. The standard will be effective for us in the fourth quarter of our fiscal year 2017, although early adoption is permitted. We do not expect that the adoption of this ASU will have a significant impact on our consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. We early adopted the standard in the third quarter of 2016. As a result of the adoption, we have retrospectively reclassified approximately $23.7 million of debt issuance costs in the November 30, 2015 balance sheet from other current assets and other non-current assets to long-term debt.

In April 2015, the FASB issued ASU 2015-05, which provides guidance about a customer's accounting for fees paid in cloud computing arrangements. If a cloud computing arrangement includes a software license, then the customer should account for the software license element consistent with the acquisition of other software licenses. If the arrangement does not contain a software license, the customer should account for the arrangement as a service contract. The standard will be effective for us in the first quarter of our fiscal year 2017, although early adoption is permitted. We anticipate that we will adopt this standard using the prospective transition method, and do not expect that the adoption of this ASU will have a significant impact on our consolidated financial statements.

In September 2015, the FASB issued ASU 2015-16, which requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The standard will be effective for us in the first quarter of our fiscal year 2017, although early adoption is permitted. We do not expect that the adoption of this ASU will have a significant impact on our consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, which requires that lease assets and lease liabilities be recognized on the balance sheet, and that key information about leasing arrangements be disclosed. The ASU requires the use of a modified retrospective transition method. The standard will be effective for us in the first quarter of our fiscal 2020, although early adoption is permitted. We are currently evaluating the impact of this new standard on our consolidated financial statements.

In March 2016, the FASB issued ASU 2016-05, which clarifies that a change in the counterparty to a derivative instrument that has been designated as the hedging instrument under Accounting Standards Codification (ASC) Topic 815 does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accounting criteria continue to be met. We early adopted the standard in the third quarter of 2016 on a prospective basis.

In March 2016, the FASB issued ASU 2016-09, which changes several aspects of the accounting for stock-based compensation, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The standard will be effective for us in the first quarter of our fiscal 2018, although early adoption is permitted. We are currently evaluating the impact of this new standard on our consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, which clarifies how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The ASU should be applied using a retrospective transition method to each period presented. The standard will be effective for us in the first quarter of our fiscal 2019, although early adoption is permitted. We are currently evaluating the impact of this new standard on our consolidated financial statements.

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Business Combinations

9 Months Ended

Aug. 31, 2016

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

Business Combinations

During the three and nine months endedAugust 31, 2016, we completed the following acquisitions:

CARPROOF. On December 24, 2015, we acquired CARPROOF, a Canada-based company that offers products and services in vehicle history, appraisal, and valuation for the automotive industry, for approximately $459.2 million, net of cash acquired. We acquired CARPROOF in order to expand our vehicle history report services into Canada. This acquisition is included in our Transportation segment.

Oil Price Information Service (OPIS). On February 10, 2016, we acquired OPIS, an internationally referenced pricing reporting agency that serves the oil, natural gas, and biofuels industries, for $652.3 million, net of cash acquired. OPIS information primarily serves the downstream energy market, and we completed this acquisition in support of our efforts to further diversify our energy portfolio. This acquisition is included in our Resources segment.

We have preliminarily allocated $368.6 million of the aggregate purchase price for these two acquisitions to amortizing intangible assets and $793.2 million to goodwill.

Merger with Markit Ltd.

As described in Note 1 above, we completed the Merger on July 12, 2016 in an all-share transaction. The following table shows the calculation of the purchase consideration (in millions, except for Markit closing price):

Markit shares issued and outstanding at merger date (1)	179.79
Markit closing price	$	32.70
Total equity consideration	$	5,879.1
Additional consideration for stock compensation	368.3
Total purchase consideration	6,247.4
Less cash acquired	(97.1		)
Purchase price, net of cash acquired	$	6,150.3
(1) Excludes restricted stock awards that were issued and outstanding as of the merger date, but were not yet vested.

Markit is a leading global provider of financial information services. Its offerings are designed to enhance transparency, reduce risk, and improve operational efficiency in the financial markets. We have created a new Financial Services segment for Markit, and we have included revenue and expense attributable to Markit in the Financial Services segment from the date of the Merger. Markit contributed $156.9 million of revenue and a loss of $35.0 million from continuing operations for the post-Merger period ended August 31, 2016, primarily due to merger-related costs.

The following unaudited pro forma information has been prepared as if the Merger had been consummated at December 1, 2014. This information is presented for informational purposes only, and is not necessarily indicative of the operating results that would have occurred if the Merger had been consummated as of that date. This information should not be used as a predictive measure of our future financial position, results of operations, or liquidity.

	Three months ended August 31,				Nine months ended August 31,
Supplemental pro forma financial information (unaudited)	2016		2015		2016		2015
	(In millions)
Total revenue	$	861.9	$	835.2	$	2,577.1	$	2,450.5
Net income	$	71.5	$	45.7	$	176.5	$	173.0

The pro forma net income excludes $60.4 million and $67.1 million of one-time merger and transaction costs for the three and nine months ended August 31, 2016, respectively.

The purchase price allocation for this business combination is preliminary and may change upon completion of the determination of fair value. The following table summarizes the initial purchase price allocation, net of acquired cash, for the Merger (in millions):

Assets:
Current assets	$	322.0
Property and equipment	61.2
Intangible assets	3,323.2
Goodwill	4,369.9
Other long-term assets	14.5
Total assets	8,090.8
Liabilities:
Current liabilities	258.3
Deferred revenue	230.8
Deferred taxes	820.3
Long-term debt	535.7
Other long-term liabilities	17.9
Noncontrolling interest	77.5
Total liabilities and noncontrolling interest	1,940.5
Purchase price, net of cash acquired	$	6,150.3

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Intangible Assets

9 Months Ended

Aug. 31, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets [Text Block]

Intangible Assets

The following table presents details of our intangible assets, other than goodwill, as of August 31, 2016 and November 30, 2015 (in millions):

	As of August 31, 2016							As of November 30, 2015
	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net
Intangible assets subject to amortization:
Information databases	$	831.6	$	(266.0	)	$	565.6	$	595.2	$	(233.7	)	$	361.5
Customer relationships	2,947.6		(186.5		)	2,761.1		540.5		(135.4		)	405.1
Developed technology	790.3		(7.3		)	783.0		—		—			—
Developed computer software	85.2		(42.8		)	42.4		84.9		(36.0		)	48.9
Trademarks	401.5		(49.7		)	351.8		166.3		(34.8		)	131.5
Other	12.4		(6.8		)	5.6		14.8		(5.7		)	9.1
Total	$	5,068.6	$	(559.1	)	$	4,509.5	$	1,401.7	$	(445.6	)	$	956.1
Intangible assets not subject to amortization:
Trademarks	55.7		—			55.7		58.6		—			58.6
Total intangible assets	$	5,124.3	$	(559.1	)	$	4,565.2	$	1,460.3	$	(445.6	)	$	1,014.7

Intangible assets amortization expense was $61.5 million and $138.3 million for the three and nine months endedAugust 31, 2016, respectively, compared to $33.8 million and $97.6 million for the three and nine months endedAugust 31, 2015. The following table presents the estimated future amortization expense related to intangible assets held as of August 31, 2016 (in millions):

Year	Amount
Remainder of 2016	$	85.1
2017	$	330.9
2018	$	319.0
2019	$	305.4
2020	$	295.7
Thereafter	$	3,173.4

Goodwill, gross intangible assets, and net intangible assets were all subject to foreign currency translation effects. Changes in our goodwill and gross intangible assets from November 30, 2015 to August 31, 2016 were primarily the result of recent acquisitions, most notably the Merger. The change in net intangible assets was primarily due to acquisitions made in 2016, partially offset by current year amortization.

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Debt

9 Months Ended

Aug. 31, 2016

Debt Disclosure [Abstract]

Debt [Text Block]

Debt

The following table summarizes total indebtedness as of August 31, 2016 and November 30, 2015 (in millions):

	August 31, 2016			November 30, 2015
2016 revolving facility	$	782.0		$	—
2016 term loan:
Tranche A-1	656.0			—
Tranche A-2	550.0			—
5% senior notes due 2022	750.0			750.0
Institutional senior notes:
Series A	210.0			—
Series B	290.0			—
Share repurchase liability	64.9			—
Debt issuance costs	(42.3		)	(23.7		)
Capital leases	5.4			6.2
2014 revolving facility	—			710.0
2013 term loan:
Tranche A-1	—			665.0
Tranche A-2	—			—
Total debt	$	3,266.0		$	2,107.5
Current portion	(126.0		)	(36.0		)
Total long-term debt	$	3,140.0		$	2,071.5

2016 revolving facility. In July 2016, we entered into a $1.85 billion senior unsecured revolving credit agreement (2016 revolving facility). Borrowings under the 2016 revolving facility mature in July 2021. The interest rates for borrowings under the 2016 revolving facility are the applicable LIBOR plus a spread of 1.00 percent to 1.75 percent, depending upon our Leverage Ratio, which is defined as the ratio of Consolidated Funded Indebtedness to rolling four-quarter Consolidated Earnings Before Interest Expense, Taxes, Depreciation and Amortization (EBITDA), as such terms are defined in the revolving facility agreement. A commitment fee on any unused balance is payable periodically and ranges from 0.13 percent to 0.30 percent based upon our Leverage Ratio. We had approximately $1.5 million of outstanding letters of credit under the 2016 revolving facility as of August 31, 2016, which reduces the available borrowing under the facility by an equivalent amount. Amounts borrowed under the 2016 revolving facility were used to repay all amounts borrowed under the 2014 revolving facility.

2016 term loan. In July 2016, we entered into a $1.206 billion amortizing term loan agreement (2016 term loan). The term loan includes two tranches, a $656.0 million tranche loan (Tranche A-1) and a $550 million tranche loan (Tranche A-2). The 2016 term loan has a final maturity date of July 2021. The interest rates for borrowings under the 2016 term loan are the same as those under the 2016 revolving facility. Amounts borrowed under the 2016 term loan were used to repay all amounts borrowed under the 2013 term loan.

Subject to certain conditions, the 2016 revolving facility and the 2016 term loan may be expanded by up to an aggregate of $500 million in additional commitments or term loans. The 2016 revolving facility and the 2016 term loan have certain financial and other covenants, including a maximum Leverage Ratio and a minimum Interest Coverage Ratio, as such terms are defined in the agreement.

5% senior notes due 2022 (5% Notes). In October 2014, IHS Inc. issued $750 million aggregate principal amount of senior unsecured notes due 2022 in an offering not subject to the registration requirements of the Securities Act of 1933, as amended (the Securities Act). In August 2015, we completed a registered exchange offer for the 5% Notes. In July 2016, in connection with the Merger described in Note 2, we completed an exchange offer for $742.8 million of the outstanding 5% Notes for an equal principal amount of new 5% senior unsecured notes issued by IHS Markit with the same maturity. Approximately $7.2 million of the 5% Notes did not participate in the exchange offer. The new 5% notes are not, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction. The new 5% notes have been admitted for trading to the official list of the Channel Islands Securities Exchange Authority.

The 5% Notes bear interest at a fixed rate of 5.000 percent and mature on November 1, 2022. Interest on the 5% Notes is due semiannually on May 1 and November 1 of each year, commencing May 1, 2015. We may redeem the 5% Notes in whole or in part at a redemption price equal to 100% of the principal amount of the notes plus the Applicable Premium, as defined in the indentures governing the 5% Notes. Additionally, at the option of the holders of the notes, we may be required to purchase all or a portion of the notes upon occurrence of a Change of Control Triggering Event as defined in the indenture, at a price equal to 101 percent of the principal amount thereof, plus accrued and unpaid interest to the date of purchase. The indenture for the new 5% notes contains covenants that limit our ability to, among other things, incur or create liens and enter into sale and leaseback transactions. In addition, the indenture contains a covenant that limits our ability to consolidate or merge with another entity or to sell all or substantially all of our assets to another entity. The indenture contains customary default provisions.

Institutional senior notes. In November 2015, Markit issued two series of senior unsecured notes having an aggregate principal amount of $500 million to certain institutional investors. The Series A notes bear interest at a fixed rate of 3.73 percent and mature on November 4, 2022. The Series B notes bear interest at a fixed rate of 4.05 percent and mature on November 4, 2025. Interest is paid semi-annually from the anniversary of issuance. The institutional senior notes have certain financial and other covenants, including a maximum Consolidated Leverage Ratio and a minimum Interest Coverage Ratio, as such terms are defined in the Note Purchase and Guarantee Agreement.

Share repurchase liability. In August 2012, Markit executed a share repurchase where the consideration is payable in quarterly installments through May 2017. The carrying value of the debt is calculated using cash flows discounted at a rate based on an average borrowing rate of 3.10 percent.

2014 revolving facility. In October 2014, we entered into a $1.3 billion senior unsecured revolving credit agreement (2014 revolving facility). Borrowings under the 2014 revolving facility mature in October 2019 bore interest at the same rates and spreads as the 2013 term loan, as described below. A commitment fee on any unused balance was payable periodically and ranged from 0.13 percent to 0.30 percent based upon our Leverage Ratio. In July 2016, we repaid all amounts outstanding, cancelled all commitments under the 2014 revolving facility, and terminated the 2014 revolving facility.

2013 term loan. In February 2016, we amended and restated our senior unsecured amortizing term loan agreement originally entered into in the third quarter of 2013 (2013 term loan), adding a $550 million tranche loan (Tranche A-2) to the amount outstanding under the existing tranche loan (Tranche A-1). The 2013 term loan had a maturity date of October 2019. The interest rates for borrowings under the 2013 term loan were the applicable LIBOR plus a spread of 1.00 percent to 2.00 percent, depending upon our Leverage Ratio, which was defined as the ratio of Consolidated Funded Indebtedness to rolling four-quarter Consolidated Earnings Before Interest Expense, Taxes, Depreciation and Amortization (EBITDA), as such terms were defined in the term loan agreements. In July 2016, we repaid all amounts outstanding under the 2013 term loan.

The 2014 revolving facility and the 2013 term loan contained certain financial and other covenants, including a maximum Leverage Ratio and a minimum Interest Coverage Ratio, as such terms were defined in the respective agreements. Both agreements were amended during the first quarter of 2016 to allow for leverage up to 4.0x for up to four quarters in connection with the OPIS acquisition; thereafter, the agreements would return to the original leverage allowance of 3.5x, with the ability to temporarily increase leverage to 3.75x for up to three quarters for acquisitions.

As of August 31, 2016, we were in compliance with all of our debt covenants. We have classified short-term debt based on scheduled term loan amortization payments and expected cash availability over the next 12 months. As of August 31, 2016, we had approximately $782.0 million of outstanding borrowings under the 2016 revolving facility at a current annual interest rate of 2.01 percent and approximately $1.206 billion of outstanding borrowings under the 2016 term loan at a current weighted average annual interest rate of 2.80 percent, including the effect of the interest rate swaps described in Note 5.

The carrying value of our debt instruments other than our 5% Notes, Institutional Senior Notes, and share repurchase liability approximate their fair value because of the variable interest rates associated with those instruments. The fair value of the 5% Notes as of August 31, 2016 was approximately $789.4 million, and was measured using observable inputs in markets that are not active; consequently, we have classified the 5% Notes within Level 2 of the fair value hierarchy.

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Derivatives

9 Months Ended

Aug. 31, 2016

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities Disclosure [Text Block]

Derivatives

Our business is exposed to various market risks, including interest rate and foreign currency risks. We utilize derivative instruments to help us manage these risks. We do not hold or issue derivatives for speculative purposes.

Interest Rate Swaps

To mitigate interest rate exposure on our outstanding revolving facility debt, we utilize interest rate derivative contracts that effectively swap $400 million of floating rate debt at a 2.86 percent weighted-average fixed interest rate, plus the applicable spread on our floating rate debt. We entered into these swap contracts in November 2013 and January 2014, and the contracts expire between May and November 2020.

Because the terms of these swaps and the variable rate debt (as amended or extended over time) coincide, we do not expect any ineffectiveness. We have designated and accounted for these instruments as cash flow hedges, with changes in fair value being deferred in accumulated other comprehensive income/loss (AOCI) in our consolidated balance sheets.

Foreign Currency Forwards

To mitigate foreign currency exposure, we utilize the following derivative instruments:

• Foreign currency forward contracts that hedge the foreign currency exposure on Euro-denominated receipts and Singapore Dollar-denominated and Indian Rupee-denominated expenses. Because the critical terms of the forward contracts and the forecasted cash flows coincide, we do not expect any ineffectiveness associated with these contracts. We designated and accounted for these derivatives as cash flow hedges, with changes in fair value being deferred in AOCI in our consolidated balance sheets. The notional amount of outstanding foreign currency forwards under these agreements as of August 31, 2016 was approximately $63.2 million. There were no outstanding foreign currency forwards under these agreements as of November 30, 2015.

• Short-term foreign currency forward contracts that manage market risks associated with fluctuations in balances that are denominated in currencies other than the local functional currency. We account for these forward contracts at fair value and recognize the associated realized and unrealized gains and losses in other expense, net, since we have not designated these contracts as hedges for accounting purposes. The following table summarizes the notional amounts of these outstanding foreign currency forward contracts as of August 31, 2016 and November 30, 2015 (in millions):

	August 31, 2016		November 30, 2015
Notional amount of currency pair:
Contracts to buy USD with CAD	$	52.7	$	—
Contracts to buy CAD with USD	C$	5.3	C$	9.3
Contracts to buy USD with EUR	$	10.0	$	8.5
Contracts to buy EUR with USD	€	13.0	€	—
Contracts to buy CHF with USD	CHF	20.0	CHF	19.0
Contracts to buy GBP with EUR	£	—	£	3.5
Contracts to buy EUR with GBP	€	9.0	€	—
Contracts to buy GBP with USD	£	181.1	£	7.2
Contracts to buy NOK with GBP	NOK	57.0	NOK

Fair Value of Derivatives

Since our derivative instruments are not listed on an exchange, we have evaluated fair value by reference to similar transactions in active markets; consequently, we have classified all of our derivative instruments within Level 2 of the fair value measurement hierarchy. The following table shows the classification, location, and fair value of our derivative instruments as of August 31, 2016 and November 30, 2015 (in millions):

	Fair Value of Derivative Instruments				Location on consolidated balance sheets
	August 31, 2016		November 30, 2015
Assets:
Derivatives designated as accounting hedges:
Foreign currency forwards	$	1.2	$	—	Other current assets
Derivatives not designated as accounting hedges:
Foreign currency forwards	2.0		0.1		Other current assets
Total	$	3.2	$	0.1
Liabilities:
Derivatives designated as accounting hedges:
Interest rate swaps	$	26.5	$	24.3	Other accrued expenses and other liabilities
Foreign currency forwards	0.5		—		Other accrued expenses
Derivatives not designated as accounting hedges:
Foreign currency forwards	0.3		0.4		Other accrued expenses
Total	$	27.3	$	24.7

The net (gain) loss on foreign currency forwards that are not designated as hedging instruments for the three and nine months endedAugust 31, 2016 and the three and nine months endedAugust 31, 2015, respectively, was as follows (in millions):

	Amount of (gain) loss recognized in the consolidated statements of operations
	Three months ended August 31,					Nine months ended August 31,					Location on consolidated statements of operations
	2016			2015		2016			2015
Foreign currency forwards	$	(11.3	)	$	4.1	$	(7.6	)	$	3.1	Other expense (income), net

The following table provides information about the cumulative amount of unrecognized hedge losses recorded in AOCI, net of tax, as of August 31, 2016 and August 31, 2015, respectively, as well as the activity on our cash flow hedging instruments for the three and nine months endedAugust 31, 2016 and the three and nine months endedAugust 31, 2015, respectively (in millions):

	Three months ended August 31,						Nine months ended August 31,
	2016			2015			2016			2015
Beginning balance	$	(16.3	)	$	(12.5	)	$	(14.6	)	$	(9.5	)
Amount of gain (loss) recognized in AOCI on derivative:
Interest rate swaps	(6.5		)	(1.1		)	(10.9		)	(4.6		)
Foreign currency forwards	(0.2		)	0.1			(0.2		)	0.9
Amount of loss (gain) reclassified from AOCI into income:
Interest rate swaps (1)	1.5			0.5			4.4			1.0
Foreign currency forwards (1)	—			(0.4		)	(0.2		)	(1.2		)
Ending balance	$	(21.5	)	$	(13.4	)	$	(21.5	)	$	(13.4	)
(1) Pre-tax amounts reclassified from AOCI into income related to interest rate swaps are recorded in interest expense, and pre-tax amounts reclassified from AOCI into income related to foreign currency forwards are recorded in revenue.

Approximately $7.4 million of the $26.5 million unrecognized pre-tax losses relating to the interest rate swaps are expected to be reclassified into interest expense within the next 12 months.

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Restructuring Charges

9 Months Ended

Aug. 31, 2016

Restructuring and Related Activities [Abstract]

Restructuring Charges [Text Block]

Restructuring Charges

During the nine months ended August 31, 2016, we eliminated 327 positions as we continued the transition to our new segment operating model and continued to leverage our shared services cost structure. We also incurred additional direct and incremental costs related to lease abandonments, as well as revising a lease abandonment estimate because we secured a sub-tenant much earlier than anticipated. We expect to continue to incur costs related to these and other similar activities in future periods, resulting in additional restructuring charges.

During the nine months ended August 31, 2016, we recorded approximately $23.9 million of restructuring charges for these activities. Of these charges, approximately $12.7 million was recorded in the Resources segment, $4.8 million was recorded in the Transportation segment, and $6.5 million was recorded in the CMS segment.

The following table provides a reconciliation of the restructuring liability, recorded in other accrued expenses, as of August 31, 2016 (in millions):

	Employee Severance and Other Termination Benefits			Contract Termination Costs			Other		Total
Balance at November 30, 2015	$	8.5		$	6.2		$	0.1	$	14.8
Add: Restructuring costs incurred	20.6			3.9			—		24.5
Revision to prior estimates	(0.1		)	(0.5		)	—		(0.6		)
Less: Amount paid	(23.2		)	(2.2		)	—		(25.4		)
Balance at August 31, 2016	$	5.8		$	7.4		$	0.1	$	13.3

As of August 31, 2016, approximately $6.6 million of the remaining restructuring liability was in the Resources segment, approximately $4.0 million was in the Transportation segment, and approximately $2.6 million was in the CMS segment. Approximately $10.4 million of the balance is expected to be paid within the next 12 months; the remaining amount relates to lease abandonments that will be paid over the remaining lease periods through 2021.

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Acquisition-related Costs

9 Months Ended

Aug. 31, 2016

Acquisition Related Costs [Abstract]

Acquisition Related Costs [Text Block]

Acquisition-related Costs

During the nine months ended August 31, 2016, we recorded approximately $119.9 million of direct and incremental costs associated with acquisition-related activities. These costs were incurred for banking, legal, and professional fees associated with the Merger and other recent acquisitions, as well as employee severance charges and employee retention costs. Most of these costs were recorded in the Financial Services segment and the shared services function.

The following table provides a reconciliation of the acquisition-related costs accrued liability, recorded in other accrued expenses, as of August 31, 2016 (in millions):

	Employee Severance and Other Termination Benefits			Contract Termination Costs			Other			Total
Balance at November 30, 2015	$	—		$	0.1		$	0.3		$	0.4
Add: Costs incurred	18.9			0.3			100.9			120.1
Revision to prior estimates	—			—			(0.2		)	(0.2		)
Less: Amount paid	(2.1		)	(0.3		)	(56.0		)	(58.4		)
Balance at August 31, 2016	$	16.8		$	0.1		$	45.0		$	61.9

As of August 31, 2016, approximately $55.7 million of the remaining acquisition-related costs accrued liability was in the Financial Services segment. We expect that the remaining liability will be substantially paid within the next 12 months.

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Discontinued Operations

9 Months Ended

Aug. 31, 2016

Discontinued Operations [Abstract]

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

Discontinued Operations

In November 2015, we launched a sales process to divest our OE&RM and GlobalSpec product groups, which were components of our CMS segment, due to a portfolio evaluation where we determined that those product groups no longer aligned with our strategic goals. We sold both businesses in the second quarter of 2016 for approximately $190.2 million. The OE&RM sale has a contingent earnout provision of $35.0 million that will be evaluated throughout 2016. The net gain on sale for these two product groups was approximately $0.3 million. We entered into transition services agreements (TSAs) with each of the buyers to facilitate an orderly transition process. The results of these product groups have been classified as discontinued operations in the accompanying financial statements and footnotes.

Operating results for discontinued operations for the three and nine months endedAugust 31, 2016 and 2015 were as follows (in millions):

	Three months ended August 31,						Nine months ended August 31,
	2016			2015			2016			2015
Revenue	$	—		$	30.1		$	53.5		$	97.0
Income (loss) from discontinued operations before income taxes	$	(1.6	)	$	3.7		$	55.6		$	12.8
Tax expense	0.6			(1.4		)	(47.6		)	(4.7		)
Income (loss) from discontinued operations, net	$	(1.0	)	$	2.3		$	8.0		$	8.1

Assets and liabilities from discontinued operations related to the divestiture of the GlobalSpec and OE&RM product groups consisted of the following amounts (in millions):

	At disposal date		November 30, 2015
Current assets	$	2.5	$	19.5
Property and equipment, net	20.3		16.4
Intangible assets, net	58.8		58.3
Goodwill	103.3		99.2
Total assets	$	184.9	$	193.4
Current liabilities	$	0.6	$	1.3
Deferred revenue	26.5		19.6
Deferred income taxes	11.8		11.2
Total liabilities	$	38.9	$	32.1

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Pensions and Postretirement Benefits

9 Months Ended

Aug. 31, 2016

Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract]

Pensions and Postretirement Benefits [Text Block]

Pensions and Postretirement Benefits

Our net periodic pension expense for the three and nine months endedAugust 31, 2016 and 2015 consisted of the following (in millions):

	Three months ended August 31,						Nine months ended August 31,
	2016			2015			2016			2015
Service costs incurred	$	0.4		$	0.6		$	0.9		$	1.5
Interest costs on projected benefit obligation	2.2			2.1			6.4			6.3
Expected return on plan assets	(2.1		)	(2.2		)	(6.4		)	(6.6		)
Net periodic pension expense	$	0.5		$	0.5		$	0.9		$	1.2

Our net periodic postretirement expense for the three and nine months endedAugust 31, 2016 and 2015 consisted of the following (in millions):

	Three months ended August 31,				Nine months ended August 31,
	2016		2015		2016		2015
Service costs incurred	$	—	$	—	$	—	$	—
Interest costs	0.1		0.1		0.3		0.3
Net periodic postretirement expense	$	0.1	$	0.1	$	0.3	$	0.3

In September 2016, we made a $3.0 million contribution to our U.S. Retirement Income Plan in order to increase plan funding.

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Stock-based Compensation

9 Months Ended

Aug. 31, 2016

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-based Compensation [Text Block]

Stock-based Compensation

Stock-based compensation expense for the three and nine months endedAugust 31, 2016 and 2015 was as follows (in millions):

	Three months ended August 31,				Nine months ended August 31,
	2016		2015		2016		2015
Cost of revenue	$	14.8	$	2.1	$	17.5	$	5.0
Selling, general and administrative	65.6		29.7		125.1		91.4
Total stock-based compensation expense	$	80.4	$	31.8	$	142.6	$	96.4

Total income tax benefits recognized for stock-based compensation arrangements were as follows (in millions):

	Three months ended August 31,				Nine months ended August 31,
	2016		2015		2016		2015
Income tax benefits	$	23.7	$	10.2	$	43.5	$	30.9

No stock-based compensation cost was capitalized during the three and nine months endedAugust 31, 2016 and 2015.

As of August 31, 2016, there was $302.7 million of unrecognized stock-based compensation cost, adjusted for estimated forfeitures, related to unvested stock-based awards that will be recognized over a weighted-average period of approximately 1.3 years. Total unrecognized stock-based compensation cost will be adjusted for future changes in estimated forfeitures.

Restricted Stock Units (RSUs) and Restricted Stock Awards (RSAs). The following table summarizes RSU/RSA activity during the nine months endedAugust 31, 2016, including shares assumed in conjunction with the Merger. Share amounts and weighted-average grant date fair values have been retroactively adjusted for the Merger conversion ratio.

	Shares		Weighted- Average Grant Date Fair Value
	(in millions)
Balance at November 30, 2015	8.7		$	30.57
RSAs/RSUs assumed	3.2		$	32.84
Granted	4.2		$	31.07
Vested	(3.7	)	$	29.80
Forfeited	(0.5	)	$	32.23
Balance at August 31, 2016	11.9		$	31.53

The total fair value of RSUs and RSAs that vested during the nine months endedAugust 31, 2016 was $109.0 million.

Stock Options. The following table summarizes stock option awards assumed in conjunction with the Merger and subsequent activity through August 31, 2016:

	Shares		Weighted- Average Grant Date Fair Value
	(in millions)
Balance at November 30, 2015	—		$	—
Options assumed	46.4		$	10.62
Granted	—		$	—
Exercised	(3.2	)	$	12.72
Forfeited	(0.1	)	$	9.07
Balance at August 31, 2016	43.1		$	10.47

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Income Taxes

9 Months Ended

Aug. 31, 2016

Income Tax Disclosure [Abstract]

Income Taxes [Text Block]

Income Taxes

Our effective tax rate is estimated based upon the effective tax rate expected to be applicable for the full year.

Our effective tax rate for the three and nine months endedAugust 31, 2016 was negative 43.7 percent and 1.2 percent, respectively, compared to 22.3 percent and 20.6 percent for the three and nine months endedAugust 31, 2015. The change in the 2016 rates is due to the net loss generated in the three months ended August 31, 2016 due to the Merger and associated tax benefits related to merger costs, acquired intangible assets, and new capital structure.

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Commitments and Contingencies

9 Months Ended

Aug. 31, 2016

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies [Text Block]

Commitments and Contingencies

From time to time, in the ordinary course of our business, we are involved in various legal proceedings, lawsuits, and other claims, including employment, commercial, intellectual property, and environmental, safety, and health matters. In addition, we may receive routine requests for information from governmental agencies in connection with their regulatory or investigatory authority. We review such proceedings, lawsuits, claims, and requests for information and take appropriate action as necessary. At the present time, we can give no assurance as to the outcome of any such pending proceedings, lawsuits, claims, or requests for information and we are unable to determine the ultimate resolution of or provide a reasonable estimate of the range of possible loss attributable to these matters or the effect they may have on us. However, we do not expect the outcome of such proceedings, lawsuits, claims, or requests for information to have a material adverse effect on our results of operations or financial condition. We have and will continue to vigorously defend ourselves in all matters.

On April 23, 2013 (prior to our acquisition of R.L. Polk & Co.), our CARFAX subsidiary (CARFAX) was served with a complaint filed in the U.S. District Court for the Southern District of New York, purportedly on behalf of certain auto and light truck dealers. The complaint alleges, among other things, that, in violation of antitrust laws, CARFAX entered into exclusive arrangements regarding the sale of CARFAX vehicle history reports with certain auto manufacturers and owners of two websites providing classified listings of used autos and light trucks. The complaint seeks three times the actual damages that a jury finds the plaintiffs have sustained, injunctive relief, costs and attorneys’ fees. On October 25, 2013, the plaintiffs served a second amended complaint with similar allegations purporting to name approximately 469 auto dealers as plaintiffs, and counsel for plaintiffs indicated that there may be additional claimants. On September 30, 2016, the District Court granted CARFAX's motion for summary judgment, dismissing all claims in the complaint.

Between 2011 and 2016, we and other market participants responded to a civil investigation by the Competition Directorate General of the European Commission (EC) related to the credit default swaps information industry with a primary focus on the activities of certain major international investment banks, the International Swaps and Derivatives Association and IHS Markit. In July 2016, the EC formally adopted a set of commitments with us which constitute a full resolution of the investigation with respect to us without any finding of wrongdoing or monetary liability (Final Commitments). In the Final Commitments, we agreed to certain obligations regarding the governance and composition of the index advisory committees for our CDX and iTraxx CDS indices and the licensing of these indices for certain exchange-traded products. In May 2009, the Antitrust Division of the United States Department of Justice (DOJ) had initiated a similar civil investigation related to the credit default swaps information industry, for which we produced documents and participated in depositions conducted by the DOJ. In September 2016, the DOJ confirmed that it had closed its investigation.

In October 2015, the Division of Enforcement of the SEC opened a non-public civil investigation related to certain of our current and former securitized product indices, and requested that we provide certain documents and information. We responded to these inquiries in late 2015 and early 2016, and, to the extent the SEC has further inquiries, will continue to cooperate in this matter.

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Common Stock and Earnings per Share

9 Months Ended

Aug. 31, 2016

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

Common Stock and Earnings per Share

Weighted-average shares outstanding for the three and nine months endedAugust 31, 2016 and 2015 were calculated as follows (in millions):

	Three months ended August 31,		Nine months ended August 31,
	2016	2015	2016	2015
Weighted-average shares outstanding:
Shares used in basic EPS calculation	340.1	243.1	273.5	244.1
Effect of dilutive securities:
Restricted stock units	—	1.7	2.2	1.9
Stock options	—	—	1.8	—
Shares used in diluted EPS calculation	340.1	244.8	277.5	246.0

The effect of approximately 54.6 millionpotential shares of common stock under stock compensation plans were excluded from the calculation of diluted earnings per share for the three months ended August 31, 2016, as such shares would have been antidilutive due to the net loss incurred for the quarter.

Share Repurchase Programs

In June 2015, the IHS Board of Directors authorized the repurchase up to $500 million of IHS' Class A common stock in open market purchases or through privately negotiated transactions in compliance with Rule 10b-18 under the Securities Exchange Act, subject to market conditions, applicable legal requirements and other relevant factors. During 2016, through the date of the Merger, we had repurchased approximately $75 million under this program. This program was terminated in conjunction with the completion of the Merger.

In February 2016, the Markit Board of Directors authorized a share repurchase program of up to $500 million of Markit common shares through February 28, 2018. This authorization continued in effect after completion of the Merger. Under this $500 million share repurchase program, management is authorized to repurchase, at its discretion, IHS Markit common shares on the open market from time to time, in privately negotiated transactions, or through accelerated repurchase agreements, subject to the availability of common shares, share price, market conditions, alternative uses of capital, and applicable regulatory requirements. As of August 31, 2016, we had repurchased $155.6 million under this $500 million authorization, all subsequent to the Merger. In August 2016, our Board of Directors modified this share repurchase program to terminate on September 29, 2016 and authorized a new share repurchase program of up to $1.5 billion of IHS Markit common shares from September 29, 2016 through November 30, 2017, to be funded using our existing cash, cash equivalents, marketable securities and future cash flows, or through the incurrence of short- or long-term indebtedness, at management's discretion. This new repurchase program does not obligate us to repurchase any set dollar amount or number of shares and may be modified, suspended, or terminated at any time without prior notice. Under the new repurchase program, we are authorized to repurchase our common shares on the open market from time to time, in privately negotiated transactions, or through accelerated repurchase agreements, subject to availability of common shares, price, market conditions, alternative uses of capital, and applicable regulatory requirements, at management’s discretion.

In August 2016, our Board of Directors separately and additionally authorized, subject to applicable regulatory requirements, the repurchase of our common shares surrendered by employees in an amount equal to the exercise price, if applicable, and statutory tax liability associated with the vesting of their equity awards, for which we pay the statutory tax on behalf of the employee and forgo receipt of the exercise price of the award from the employee, if applicable.

On December 7, 2015, Markit entered into an aggregate $200 million accelerated share repurchase (ASR) of issued and outstanding common shares. The ASR continued in effect after completion of the Merger. The total number of shares ultimately to be repurchased under the ASR will generally be based on the daily volume-weighted average price of the shares during the calculation period for the ASR, less an agreed discount. At final settlement of the ASR, we may be entitled to receive additional shares, or, under certain limited circumstances, be required to deliver shares to the relevant ASR counterparty. 

Employee Benefit Trust (EBT) Shares

We have approximately 25.2 million outstanding common shares that are held by the Markit Group Holdings Limited Employee Benefit Trust. The trust is under our control using the variable interest entity model criteria; consequently, we have consolidated and classified the trust shares as treasury shares within our consolidated balance sheets.

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Accumulated Other Comprehensive Income (Loss)

9 Months Ended

Aug. 31, 2016

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Accumulated other comprehensive income (loss) [Text Block]

Accumulated Other Comprehensive Income (Loss)

The following table summarizes the changes in AOCI by component (net of tax) for the nine months ended August 31, 2016 (in millions):

	Foreign currency translation			Net pension and OPEB liability			Unrealized losses on hedging activities			Total
Balance at November 30, 2015	$	(163.5	)	$	(13.1	)	$	(14.6	)	$	(191.2	)
Other comprehensive loss before reclassifications	(20.7		)	—			(11.1		)	(31.8		)
Reclassifications from AOCI to income	—			—			4.2			4.2
Balance at August 31, 2016	$	(184.2	)	$	(13.1	)	$	(21.5	)	$	(218.8	)

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Segment Information

9 Months Ended

Aug. 31, 2016

Segment Reporting [Abstract]

Segment Information [Text Block]

Segment Information

We prepare our financial reports and analyze our business results within our four operating segments: Resources, Transportation, CMS, and Financial Services. The Financial Services segment consists entirely of the legacy Markit business. We evaluate revenue performance at the segment level and also by transaction type. No single customer accounted for 10% or more of our total revenue for the three and nine months endedAugust 31, 2016 and 2015. There are no material inter-segment revenues for any period presented.

We evaluate segment operating performance at the Adjusted EBITDA level for each of our four segments. We define Adjusted EBITDA as net income before net interest, provision for income taxes, depreciation and amortization, stock-based compensation cost, restructuring charges, acquisition-related costs, exceptional litigation, net other gains and losses, pension mark-to-market and settlement expense, the impact of joint ventures and noncontrolling interests, and discontinued operations. Information about the operations of our four segments is set forth below (in millions).

	Three months ended August 31,						Nine months ended August 31,
	2016			2015			2016			2015
Revenue
Resources	$	210.4		$	217.8		$	647.4		$	670.1
Transportation	227.1			193.4			657.7			559.3
CMS	130.2			146.7			399.0			399.2
Financial Services	156.9			—			156.9			—
Total revenue	$	724.6		$	557.9		$	1,861.0		$	1,628.6
Adjusted EBITDA
Resources	$	94.4		$	91.0		$	275.4		$	266.4
Transportation	88.6			72.4			252.6			204.0
CMS	33.3			29.1			91.6			72.8
Financial Services	65.0			—			65.0			—
Shared services	(12.3		)	(12.9		)	(35.0		)	(33.3		)
Total Adjusted EBITDA	$	269.0		$	179.6		$	649.6		$	509.9
Reconciliation to the consolidated statements of operations:
Interest income	0.3			0.3			0.9			0.6
Interest expense	(36.5		)	(18.2		)	(92.0		)	(52.6		)
Benefit (provision) for income taxes	23.1			(16.3		)	(0.7		)	(36.7		)
Depreciation	(30.2		)	(21.0		)	(78.2		)	(61.9		)
Amortization related to acquired intangible assets	(61.5		)	(33.8		)	(138.3		)	(97.6		)
Stock-based compensation expense	(80.4		)	(31.8		)	(142.6		)	(96.4		)
Restructuring charges	(10.6		)	(1.9		)	(23.9		)	(22.0		)
Acquisition-related costs	(104.5		)	(0.1		)	(119.9		)	(0.6		)
Impairment of assets	—			—			—			(1.2		)
Share of joint venture results not attributable to Adjusted EBITDA	0.3			—			0.3			—
Adjusted EBITDA attributable to noncontrolling interest	0.3			—			0.3			—
Income (loss) from discontinued operations, net	(1.0		)	2.3			8.0			8.1
Net income (loss)	$	(31.7	)	$	59.1		$	63.5		$	149.6

Revenue by transaction type was as follows (in millions):

	Three months ended August 31,				Nine months ended August 31,
	2016		2015		2016		2015
Recurring fixed revenue	$	548.0	$	449.4	$	1,453.2	$	1,320.3
Recurring variable revenue	56.8		—		56.8		—
Non-recurring revenue	119.8		108.5		351.0		308.3
Total revenue	$	724.6	$	557.9	$	1,861.0	$	1,628.6

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Significant Accounting Policies (Policies)

9 Months Ended

Aug. 31, 2016

Basis of Presentation and Significant Accounting Policies [Abstract]

Segment Reporting, Policy [Policy Text Block]

We evaluate segment operating performance at the Adjusted EBITDA level for each of our four segments. We define Adjusted EBITDA as net income before net interest, provision for income taxes, depreciation and amortization, stock-based compensation cost, restructuring charges, acquisition-related costs, exceptional litigation, net other gains and losses, pension mark-to-market and settlement expense, the impact of joint ventures and noncontrolling interests, and discontinued operations. Information about the operations of our four segments is set forth below (in millions).

Derivatives, Policy [Policy Text Block]

Since our derivative instruments are not listed on an exchange, we have evaluated fair value by reference to similar transactions in active markets; consequently, we have classified all of our derivative instruments within Level 2 of the fair value measurement hierarchy.

Debt, Policy [Policy Text Block]

We have classified short-term debt based on scheduled term loan amortization payments and expected cash availability over the next 12 months.

Recent Accounting Pronouncements [Text Block]

Recent Accounting Pronouncements

In April 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-08, which changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. The ASU is intended to reduce the frequency of disposals reported as discontinued operations by focusing on strategic shifts that have (or will have) a major effect on an entity’s operations and financial results. We adopted this ASU in the first quarter of 2016, and the adoption of the standard did not have any significant impact on our consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, which establishes a comprehensive new revenue recognition model designed to depict the transfer of goods or services to a customer in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. The ASU allows for the use of either the full or modified retrospective transition method. In March, April, and May 2016, the FASB issued ASU 2016-08, ASU 2016-10, and ASU 2016-12, respectively, which provide further revenue recognition guidance related to principal versus agent considerations, performance obligations and licensing, and narrow-scope improvements and practical expedients. All of these standards will be effective for us in the first quarter of our fiscal year 2019, although early adoption is permitted. We are currently evaluating the impact of these new standards on our consolidated financial statements, as well as which transition method we intend to use.

In August 2014, the FASB issued ASU 2014-15, which requires that management evaluate the entity's ability to continue as a going concern within one year after the date that the financial statements are issued. Disclosure is required if there is substantial doubt about the entity's ability to continue as a going concern. The standard will be effective for us in the fourth quarter of our fiscal year 2017, although early adoption is permitted. We do not expect that the adoption of this ASU will have a significant impact on our consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. We early adopted the standard in the third quarter of 2016. As a result of the adoption, we have retrospectively reclassified approximately $23.7 million of debt issuance costs in the November 30, 2015 balance sheet from other current assets and other non-current assets to long-term debt.

In April 2015, the FASB issued ASU 2015-05, which provides guidance about a customer's accounting for fees paid in cloud computing arrangements. If a cloud computing arrangement includes a software license, then the customer should account for the software license element consistent with the acquisition of other software licenses. If the arrangement does not contain a software license, the customer should account for the arrangement as a service contract. The standard will be effective for us in the first quarter of our fiscal year 2017, although early adoption is permitted. We anticipate that we will adopt this standard using the prospective transition method, and do not expect that the adoption of this ASU will have a significant impact on our consolidated financial statements.

In September 2015, the FASB issued ASU 2015-16, which requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The standard will be effective for us in the first quarter of our fiscal year 2017, although early adoption is permitted. We do not expect that the adoption of this ASU will have a significant impact on our consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, which requires that lease assets and lease liabilities be recognized on the balance sheet, and that key information about leasing arrangements be disclosed. The ASU requires the use of a modified retrospective transition method. The standard will be effective for us in the first quarter of our fiscal 2020, although early adoption is permitted. We are currently evaluating the impact of this new standard on our consolidated financial statements.

In March 2016, the FASB issued ASU 2016-05, which clarifies that a change in the counterparty to a derivative instrument that has been designated as the hedging instrument under Accounting Standards Codification (ASC) Topic 815 does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accounting criteria continue to be met. We early adopted the standard in the third quarter of 2016 on a prospective basis.

In March 2016, the FASB issued ASU 2016-09, which changes several aspects of the accounting for stock-based compensation, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The standard will be effective for us in the first quarter of our fiscal 2018, although early adoption is permitted. We are currently evaluating the impact of this new standard on our consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, which clarifies how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The ASU should be applied using a retrospective transition method to each period presented. The standard will be effective for us in the first quarter of our fiscal 2019, although early adoption is permitted. We are currently evaluating the impact of this new standard on our consolidated financial statements.

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Business Combinations Business Combinations (Tables)

9 Months Ended

Aug. 31, 2016

Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]

Business Acquisition, Pro Forma Information [Table Text Block]

The following unaudited pro forma information has been prepared as if the Merger had been consummated at December 1, 2014. This information is presented for informational purposes only, and is not necessarily indicative of the operating results that would have occurred if the Merger had been consummated as of that date. This information should not be used as a predictive measure of our future financial position, results of operations, or liquidity.

	Three months ended August 31,				Nine months ended August 31,
Supplemental pro forma financial information (unaudited)	2016		2015		2016		2015
	(In millions)
Total revenue	$	861.9	$	835.2	$	2,577.1	$	2,450.5
Net income	$	71.5	$	45.7	$	176.5	$	173.0

The pro forma net income excludes $60.4 million and $67.1 million of one-time merger and transaction costs for the three and nine months ended August 31, 2016, respectively.

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Business Combinations Purchase price allocation (Tables)

9 Months Ended

Aug. 31, 2016

Business Acquisition [Line Items]

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

The purchase price allocation for this business combination is preliminary and may change upon completion of the determination of fair value. The following table summarizes the initial purchase price allocation, net of acquired cash, for the Merger (in millions):

Assets:
Current assets	$	322.0
Property and equipment	61.2
Intangible assets	3,323.2
Goodwill	4,369.9
Other long-term assets	14.5
Total assets	8,090.8
Liabilities:
Current liabilities	258.3
Deferred revenue	230.8
Deferred taxes	820.3
Long-term debt	535.7
Other long-term liabilities	17.9
Noncontrolling interest	77.5
Total liabilities and noncontrolling interest	1,940.5
Purchase price, net of cash acquired	$	6,150.3

Business Combination Disclosure [Text Block]

Business Combinations

During the three and nine months endedAugust 31, 2016, we completed the following acquisitions:

CARPROOF. On December 24, 2015, we acquired CARPROOF, a Canada-based company that offers products and services in vehicle history, appraisal, and valuation for the automotive industry, for approximately $459.2 million, net of cash acquired. We acquired CARPROOF in order to expand our vehicle history report services into Canada. This acquisition is included in our Transportation segment.

Oil Price Information Service (OPIS). On February 10, 2016, we acquired OPIS, an internationally referenced pricing reporting agency that serves the oil, natural gas, and biofuels industries, for $652.3 million, net of cash acquired. OPIS information primarily serves the downstream energy market, and we completed this acquisition in support of our efforts to further diversify our energy portfolio. This acquisition is included in our Resources segment.

We have preliminarily allocated $368.6 million of the aggregate purchase price for these two acquisitions to amortizing intangible assets and $793.2 million to goodwill.

Merger with Markit Ltd.

As described in Note 1 above, we completed the Merger on July 12, 2016 in an all-share transaction. The following table shows the calculation of the purchase consideration (in millions, except for Markit closing price):

Markit shares issued and outstanding at merger date (1)	179.79
Markit closing price	$	32.70
Total equity consideration	$	5,879.1
Additional consideration for stock compensation	368.3
Total purchase consideration	6,247.4
Less cash acquired	(97.1		)
Purchase price, net of cash acquired	$	6,150.3
(1) Excludes restricted stock awards that were issued and outstanding as of the merger date, but were not yet vested.

Markit is a leading global provider of financial information services. Its offerings are designed to enhance transparency, reduce risk, and improve operational efficiency in the financial markets. We have created a new Financial Services segment for Markit, and we have included revenue and expense attributable to Markit in the Financial Services segment from the date of the Merger. Markit contributed $156.9 million of revenue and a loss of $35.0 million from continuing operations for the post-Merger period ended August 31, 2016, primarily due to merger-related costs.

The following unaudited pro forma information has been prepared as if the Merger had been consummated at December 1, 2014. This information is presented for informational purposes only, and is not necessarily indicative of the operating results that would have occurred if the Merger had been consummated as of that date. This information should not be used as a predictive measure of our future financial position, results of operations, or liquidity.

	Three months ended August 31,				Nine months ended August 31,
Supplemental pro forma financial information (unaudited)	2016		2015		2016		2015
	(In millions)
Total revenue	$	861.9	$	835.2	$	2,577.1	$	2,450.5
Net income	$	71.5	$	45.7	$	176.5	$	173.0

The pro forma net income excludes $60.4 million and $67.1 million of one-time merger and transaction costs for the three and nine months ended August 31, 2016, respectively.

The purchase price allocation for this business combination is preliminary and may change upon completion of the determination of fair value. The following table summarizes the initial purchase price allocation, net of acquired cash, for the Merger (in millions):

Assets:
Current assets	$	322.0
Property and equipment	61.2
Intangible assets	3,323.2
Goodwill	4,369.9
Other long-term assets	14.5
Total assets	8,090.8
Liabilities:
Current liabilities	258.3
Deferred revenue	230.8
Deferred taxes	820.3
Long-term debt	535.7
Other long-term liabilities	17.9
Noncontrolling interest	77.5
Total liabilities and noncontrolling interest	1,940.5
Purchase price, net of cash acquired	$	6,150.3

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Intangible Assets (Tables)

9 Months Ended

Aug. 31, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets and Goodwill [Table Text Block]

The following table presents details of our intangible assets, other than goodwill, as of August 31, 2016 and November 30, 2015 (in millions):

	As of August 31, 2016							As of November 30, 2015
	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net
Intangible assets subject to amortization:
Information databases	$	831.6	$	(266.0	)	$	565.6	$	595.2	$	(233.7	)	$	361.5
Customer relationships	2,947.6		(186.5		)	2,761.1		540.5		(135.4		)	405.1
Developed technology	790.3		(7.3		)	783.0		—		—			—
Developed computer software	85.2		(42.8		)	42.4		84.9		(36.0		)	48.9
Trademarks	401.5		(49.7		)	351.8		166.3		(34.8		)	131.5
Other	12.4		(6.8		)	5.6		14.8		(5.7		)	9.1
Total	$	5,068.6	$	(559.1	)	$	4,509.5	$	1,401.7	$	(445.6	)	$	956.1
Intangible assets not subject to amortization:
Trademarks	55.7		—			55.7		58.6		—			58.6
Total intangible assets	$	5,124.3	$	(559.1	)	$	4,565.2	$	1,460.3	$	(445.6	)	$	1,014.7

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

The following table presents the estimated future amortization expense related to intangible assets held as of August 31, 2016 (in millions):

Year	Amount
Remainder of 2016	$	85.1
2017	$	330.9
2018	$	319.0
2019	$	305.4
2020	$	295.7
Thereafter	$	3,173.4

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Debt (Tables)

9 Months Ended

Aug. 31, 2016

Debt Disclosure [Abstract]

Schedule of Debt [Table Text Block]

The following table summarizes total indebtedness as of August 31, 2016 and November 30, 2015 (in millions):

	August 31, 2016			November 30, 2015
2016 revolving facility	$	782.0		$	—
2016 term loan:
Tranche A-1	656.0			—
Tranche A-2	550.0			—
5% senior notes due 2022	750.0			750.0
Institutional senior notes:
Series A	210.0			—
Series B	290.0			—
Share repurchase liability	64.9			—
Debt issuance costs	(42.3		)	(23.7		)
Capital leases	5.4			6.2
2014 revolving facility	—			710.0
2013 term loan:
Tranche A-1	—			665.0
Tranche A-2	—			—
Total debt	$	3,266.0		$	2,107.5
Current portion	(126.0		)	(36.0		)
Total long-term debt	$	3,140.0		$	2,071.5

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Derivatives (Tables)

9 Months Ended

Aug. 31, 2016

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Notional Amounts of Outstanding Derivative Positions [Table Text Block]

The following table summarizes the notional amounts of these outstanding foreign currency forward contracts as of August 31, 2016 and November 30, 2015 (in millions):

	August 31, 2016		November 30, 2015
Notional amount of currency pair:
Contracts to buy USD with CAD	$	52.7	$	—
Contracts to buy CAD with USD	C$	5.3	C$	9.3
Contracts to buy USD with EUR	$	10.0	$	8.5
Contracts to buy EUR with USD	€	13.0	€	—
Contracts to buy CHF with USD	CHF	20.0	CHF	19.0
Contracts to buy GBP with EUR	£	—	£	3.5
Contracts to buy EUR with GBP	€	9.0	€	—
Contracts to buy GBP with USD	£	181.1	£	7.2
Contracts to buy NOK with GBP	NOK	57.0	NOK

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block]

The following table shows the classification, location, and fair value of our derivative instruments as of August 31, 2016 and November 30, 2015 (in millions):

	Fair Value of Derivative Instruments				Location on consolidated balance sheets
	August 31, 2016		November 30, 2015
Assets:
Derivatives designated as accounting hedges:
Foreign currency forwards	$	1.2	$	—	Other current assets
Derivatives not designated as accounting hedges:
Foreign currency forwards	2.0		0.1		Other current assets
Total	$	3.2	$	0.1
Liabilities:
Derivatives designated as accounting hedges:
Interest rate swaps	$	26.5	$	24.3	Other accrued expenses and other liabilities
Foreign currency forwards	0.5		—		Other accrued expenses
Derivatives not designated as accounting hedges:
Foreign currency forwards	0.3		0.4		Other accrued expenses
Total	$	27.3	$	24.7

Derivative Instruments, Gain (Loss) [Table Text Block]

The net (gain) loss on foreign currency forwards that are not designated as hedging instruments for the three and nine months endedAugust 31, 2016 and the three and nine months endedAugust 31, 2015, respectively, was as follows (in millions):

	Amount of (gain) loss recognized in the consolidated statements of operations
	Three months ended August 31,					Nine months ended August 31,					Location on consolidated statements of operations
	2016			2015		2016			2015
Foreign currency forwards	$	(11.3	)	$	4.1	$	(7.6	)	$	3.1	Other expense (income), net

Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) [Table Text Block]

The following table provides information about the cumulative amount of unrecognized hedge losses recorded in AOCI, net of tax, as of August 31, 2016 and August 31, 2015, respectively, as well as the activity on our cash flow hedging instruments for the three and nine months endedAugust 31, 2016 and the three and nine months endedAugust 31, 2015, respectively (in millions):

	Three months ended August 31,						Nine months ended August 31,
	2016			2015			2016			2015
Beginning balance	$	(16.3	)	$	(12.5	)	$	(14.6	)	$	(9.5	)
Amount of gain (loss) recognized in AOCI on derivative:
Interest rate swaps	(6.5		)	(1.1		)	(10.9		)	(4.6		)
Foreign currency forwards	(0.2		)	0.1			(0.2		)	0.9
Amount of loss (gain) reclassified from AOCI into income:
Interest rate swaps (1)	1.5			0.5			4.4			1.0
Foreign currency forwards (1)	—			(0.4		)	(0.2		)	(1.2		)
Ending balance	$	(21.5	)	$	(13.4	)	$	(21.5	)	$	(13.4	)
(1) Pre-tax amounts reclassified from AOCI into income related to interest rate swaps are recorded in interest expense, and pre-tax amounts reclassified from AOCI into income related to foreign currency forwards are recorded in revenue.

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Restructuring Charges (Tables)

9 Months Ended

Aug. 31, 2016

Restructuring and Related Activities [Abstract]

Schedule of Restructuring and Related Costs [Table Text Block]

The following table provides a reconciliation of the restructuring liability, recorded in other accrued expenses, as of August 31, 2016 (in millions):

	Employee Severance and Other Termination Benefits			Contract Termination Costs			Other		Total
Balance at November 30, 2015	$	8.5		$	6.2		$	0.1	$	14.8
Add: Restructuring costs incurred	20.6			3.9			—		24.5
Revision to prior estimates	(0.1		)	(0.5		)	—		(0.6		)
Less: Amount paid	(23.2		)	(2.2		)	—		(25.4		)
Balance at August 31, 2016	$	5.8		$	7.4		$	0.1	$	13.3

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Acquisition-related Costs (Tables)

9 Months Ended

Aug. 31, 2016

Acquisition Related Costs [Abstract]

Acquisition Related Cost Reserve Rollforward [Table Text Block]

The following table provides a reconciliation of the acquisition-related costs accrued liability, recorded in other accrued expenses, as of August 31, 2016 (in millions):

	Employee Severance and Other Termination Benefits			Contract Termination Costs			Other			Total
Balance at November 30, 2015	$	—		$	0.1		$	0.3		$	0.4
Add: Costs incurred	18.9			0.3			100.9			120.1
Revision to prior estimates	—			—			(0.2		)	(0.2		)
Less: Amount paid	(2.1		)	(0.3		)	(56.0		)	(58.4		)
Balance at August 31, 2016	$	16.8		$	0.1		$	45.0		$	61.9

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Discontinued Operations (Tables)

9 Months Ended

Aug. 31, 2016

Discontinued Operations [Abstract]

Disposal Groups, Including Discontinued Operations [Table Text Block]

Operating results for discontinued operations for the three and nine months endedAugust 31, 2016 and 2015 were as follows (in millions):

	Three months ended August 31,						Nine months ended August 31,
	2016			2015			2016			2015
Revenue	$	—		$	30.1		$	53.5		$	97.0
Income (loss) from discontinued operations before income taxes	$	(1.6	)	$	3.7		$	55.6		$	12.8
Tax expense	0.6			(1.4		)	(47.6		)	(4.7		)
Income (loss) from discontinued operations, net	$	(1.0	)	$	2.3		$	8.0		$	8.1

Assets and liabilities from discontinued operations related to the divestiture of the GlobalSpec and OE&RM product groups consisted of the following amounts (in millions):

	At disposal date		November 30, 2015
Current assets	$	2.5	$	19.5
Property and equipment, net	20.3		16.4
Intangible assets, net	58.8		58.3
Goodwill	103.3		99.2
Total assets	$	184.9	$	193.4
Current liabilities	$	0.6	$	1.3
Deferred revenue	26.5		19.6
Deferred income taxes	11.8		11.2
Total liabilities	$	38.9	$	32.1

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Pensions and Postretirement Benefits (Tables)

9 Months Ended

Aug. 31, 2016

Defined Benefit Plan Disclosure [Line Items]

Schedule of Defined Benefit Plans Disclosures [Table Text Block]

Our net periodic pension expense for the three and nine months endedAugust 31, 2016 and 2015 consisted of the following (in millions):

	Three months ended August 31,						Nine months ended August 31,
	2016			2015			2016			2015
Service costs incurred	$	0.4		$	0.6		$	0.9		$	1.5
Interest costs on projected benefit obligation	2.2			2.1			6.4			6.3
Expected return on plan assets	(2.1		)	(2.2		)	(6.4		)	(6.6		)
Net periodic pension expense	$	0.5		$	0.5		$	0.9		$	1.2

Our net periodic postretirement expense for the three and nine months endedAugust 31, 2016 and 2015 consisted of the following (in millions):

	Three months ended August 31,				Nine months ended August 31,
	2016		2015		2016		2015
Service costs incurred	$	—	$	—	$	—	$	—
Interest costs	0.1		0.1		0.3		0.3
Net periodic postretirement expense	$	0.1	$	0.1	$	0.3	$	0.3

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Stock-based Compensation (Tables)

9 Months Ended

Aug. 31, 2016

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

The following table summarizes stock option awards assumed in conjunction with the Merger and subsequent activity through August 31, 2016:

	Shares		Weighted- Average Grant Date Fair Value
	(in millions)
Balance at November 30, 2015	—		$	—
Options assumed	46.4		$	10.62
Granted	—		$	—
Exercised	(3.2	)	$	12.72
Forfeited	(0.1	)	$	9.07
Balance at August 31, 2016	43.1		$	10.47

Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block]

Stock-based compensation expense for the three and nine months endedAugust 31, 2016 and 2015 was as follows (in millions):

	Three months ended August 31,				Nine months ended August 31,
	2016		2015		2016		2015
Cost of revenue	$	14.8	$	2.1	$	17.5	$	5.0
Selling, general and administrative	65.6		29.7		125.1		91.4
Total stock-based compensation expense	$	80.4	$	31.8	$	142.6	$	96.4

Share Based Compensation Income Tax Benefit [Table Text Block]

Total income tax benefits recognized for stock-based compensation arrangements were as follows (in millions):

	Three months ended August 31,				Nine months ended August 31,
	2016		2015		2016		2015
Income tax benefits	$	23.7	$	10.2	$	43.5	$	30.9

Schedule of Share-based Compensation, Restricted Stock Units Award Activity [Table Text Block]

The following table summarizes RSU/RSA activity during the nine months endedAugust 31, 2016, including shares assumed in conjunction with the Merger. Share amounts and weighted-average grant date fair values have been retroactively adjusted for the Merger conversion ratio.

	Shares		Weighted- Average Grant Date Fair Value
	(in millions)
Balance at November 30, 2015	8.7		$	30.57
RSAs/RSUs assumed	3.2		$	32.84
Granted	4.2		$	31.07
Vested	(3.7	)	$	29.80
Forfeited	(0.5	)	$	32.23
Balance at August 31, 2016	11.9		$	31.53

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Earnings per Share (Tables)

9 Months Ended

Aug. 31, 2016

Earnings Per Share [Abstract]

Schedule of Weighted Average Number of Shares [Table Text Block]

Weighted-average shares outstanding for the three and nine months endedAugust 31, 2016 and 2015 were calculated as follows (in millions):

	Three months ended August 31,		Nine months ended August 31,
	2016	2015	2016	2015
Weighted-average shares outstanding:
Shares used in basic EPS calculation	340.1	243.1	273.5	244.1
Effect of dilutive securities:
Restricted stock units	—	1.7	2.2	1.9
Stock options	—	—	1.8	—
Shares used in diluted EPS calculation	340.1	244.8	277.5	246.0

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Accumulated Other Comprehensive Income (Loss) (Tables)

9 Months Ended

Aug. 31, 2016

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

The following table summarizes the changes in AOCI by component (net of tax) for the nine months ended August 31, 2016 (in millions):

	Foreign currency translation			Net pension and OPEB liability			Unrealized losses on hedging activities			Total
Balance at November 30, 2015	$	(163.5	)	$	(13.1	)	$	(14.6	)	$	(191.2	)
Other comprehensive loss before reclassifications	(20.7		)	—			(11.1		)	(31.8		)
Reclassifications from AOCI to income	—			—			4.2			4.2
Balance at August 31, 2016	$	(184.2	)	$	(13.1	)	$	(21.5	)	$	(218.8	)

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Segment Information (Tables)

9 Months Ended

Aug. 31, 2016

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment [Table Text Block]

No single customer accounted for 10% or more of our total revenue for the three and nine months endedAugust 31, 2016 and 2015. There are no material inter-segment revenues for any period presented.

We evaluate segment operating performance at the Adjusted EBITDA level for each of our four segments. We define Adjusted EBITDA as net income before net interest, provision for income taxes, depreciation and amortization, stock-based compensation cost, restructuring charges, acquisition-related costs, exceptional litigation, net other gains and losses, pension mark-to-market and settlement expense, the impact of joint ventures and noncontrolling interests, and discontinued operations. Information about the operations of our four segments is set forth below (in millions).

	Three months ended August 31,						Nine months ended August 31,
	2016			2015			2016			2015
Revenue
Resources	$	210.4		$	217.8		$	647.4		$	670.1
Transportation	227.1			193.4			657.7			559.3
CMS	130.2			146.7			399.0			399.2
Financial Services	156.9			—			156.9			—
Total revenue	$	724.6		$	557.9		$	1,861.0		$	1,628.6
Adjusted EBITDA
Resources	$	94.4		$	91.0		$	275.4		$	266.4
Transportation	88.6			72.4			252.6			204.0
CMS	33.3			29.1			91.6			72.8
Financial Services	65.0			—			65.0			—
Shared services	(12.3		)	(12.9		)	(35.0		)	(33.3		)
Total Adjusted EBITDA	$	269.0		$	179.6		$	649.6		$	509.9
Reconciliation to the consolidated statements of operations:
Interest income	0.3			0.3			0.9			0.6
Interest expense	(36.5		)	(18.2		)	(92.0		)	(52.6		)
Benefit (provision) for income taxes	23.1			(16.3		)	(0.7		)	(36.7		)
Depreciation	(30.2		)	(21.0		)	(78.2		)	(61.9		)
Amortization related to acquired intangible assets	(61.5		)	(33.8		)	(138.3		)	(97.6		)
Stock-based compensation expense	(80.4		)	(31.8		)	(142.6		)	(96.4		)
Restructuring charges	(10.6		)	(1.9		)	(23.9		)	(22.0		)
Acquisition-related costs	(104.5		)	(0.1		)	(119.9		)	(0.6		)
Impairment of assets	—			—			—			(1.2		)
Share of joint venture results not attributable to Adjusted EBITDA	0.3			—			0.3			—
Adjusted EBITDA attributable to noncontrolling interest	0.3			—			0.3			—
Income (loss) from discontinued operations, net	(1.0		)	2.3			8.0			8.1
Net income (loss)	$	(31.7	)	$	59.1		$	63.5		$	149.6

Revenue from External Customers by Products and Services [Table Text Block]

Revenue by transaction type was as follows (in millions):

	Three months ended August 31,				Nine months ended August 31,
	2016		2015		2016		2015
Recurring fixed revenue	$	548.0	$	449.4	$	1,453.2	$	1,320.3
Recurring variable revenue	56.8		—		56.8		—
Non-recurring revenue	119.8		108.5		351.0		308.3
Total revenue	$	724.6	$	557.9	$	1,861.0	$	1,628.6

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Basis of Presentation and Significant Accounting Policies Level 4 (Details) - USD ($) $ in Millions	Jul. 12, 2016	Aug. 31, 2016	Nov. 30, 2015
Business Acquisition [Line Items]
Debt issuance costs		$ 42.3	$ 23.7
Markit acquisition [Member]
Business Acquisition [Line Items]
Exchange ratio	3.5566

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Business Combinations (Details) - USD ($) $ / shares in Units, $ in Millions		3 Months Ended		9 Months Ended
	Jul. 12, 2016	Aug. 31, 2016	Aug. 31, 2015	Aug. 31, 2016	Aug. 31, 2015
CARPROOF [Member]
Business Acquisition [Line Items]
Purchase price, net of cash acquired				$ 459.0
OPIS [Member]
Business Acquisition [Line Items]
Purchase price, net of cash acquired				652.0
OPIS and CARPROOF [Member]
Business Acquisition [Line Items]
Amortizing intangible assets acquired				369.0
Goodwill acquired				793.0
Markit acquisition [Member]
Business Acquisition [Line Items]
Exchange ratio	3.5566
Markit shares issued and outstanding at merger date (1)	179,790,000
Merger price per share	$ 32.70
Total equity consideration	$ 5,879.1
Additional consideration for stock compensation	368.3
Total purchase consideration	6,247.4
Purchase price, net of cash acquired	6,150.3
Markit revenue since merger date				156.9
Markit net loss since merger date				(35.0)
Pro forma revenue		$ 861.9	$ 835.2	2,577.1	$ 2,450.5
Pro forma net income		71.5	$ 45.7	176.5	$ 173.0
Cash acquired	$ (97.1)
Current assets		322.0		322.0
Property and equipment		61.2		61.2
Intangible assets		3,323.2		3,323.2
Goodwill		4,369.9		4,369.9
Other long-term assets		14.5		14.5
Total assets		8,090.8		8,090.8
Current liabilities		258.3		258.3
Deferred revenue		230.8		230.8
Deferred taxes		820.3		820.3
Long-term debt		535.7		535.7
Other long-term liabilities		17.9		17.9
Noncontrolling interest		77.5		77.5
Total liabilities and noncontrolling interest		1,940.5		1,940.5
Acquisition-related Costs [Member]
Business Acquisition [Line Items]
Pro forma net income		$ 60.4		$ 67.1

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Intangible Assets (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Aug. 31, 2016	Aug. 31, 2015	Aug. 31, 2016	Aug. 31, 2015	Nov. 30, 2015
Acquired Intangible Assets [Line Items]
Amortization expense	$ 61.5	$ 33.8	$ 138.3	$ 97.6
Finite-Lived Intangible Assets, Gross	5,068.6		5,068.6		$ 1,401.7
Finite-Lived Intangible Assets, Accumulated Amortization	(559.1)		(559.1)		(445.6)
Finite-Lived Intangible Assets, Net	4,509.5		4,509.5		956.1
Intangible Assets, Gross (Excluding Goodwill)	5,124.3		5,124.3		1,460.3
Intangible assets, net	4,565.2		4,565.2		1,014.7
Information databases [Member]
Acquired Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	831.6		831.6		595.2
Finite-Lived Intangible Assets, Accumulated Amortization	(266.0)		(266.0)		(233.7)
Finite-Lived Intangible Assets, Net	565.6		565.6		361.5
Customer relationships [Member]
Acquired Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	2,947.6		2,947.6		540.5
Finite-Lived Intangible Assets, Accumulated Amortization	(186.5)		(186.5)		(135.4)
Finite-Lived Intangible Assets, Net	2,761.1		2,761.1		405.1
Developed technology [Member]
Acquired Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	790.3		790.3		0.0
Finite-Lived Intangible Assets, Accumulated Amortization	(7.3)		(7.3)		0.0
Finite-Lived Intangible Assets, Net	783.0		783.0		0.0
Developed computer software [Member]
Acquired Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	85.2		85.2		84.9
Finite-Lived Intangible Assets, Accumulated Amortization	(42.8)		(42.8)		(36.0)
Finite-Lived Intangible Assets, Net	42.4		42.4		48.9
Trademarks [Member]
Acquired Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	401.5		401.5		166.3
Finite-Lived Intangible Assets, Accumulated Amortization	(49.7)		(49.7)		(34.8)
Finite-Lived Intangible Assets, Net	351.8		351.8		131.5
Indefinite-Lived Intangible Assets (Excluding Goodwill)	55.7		55.7		58.6
Other [Member]
Acquired Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	12.4		12.4		14.8
Finite-Lived Intangible Assets, Accumulated Amortization	(6.8)		(6.8)		(5.7)
Finite-Lived Intangible Assets, Net	$ 5.6		$ 5.6		$ 9.1

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Intangible Assets Schedule of Future Amortization (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Aug. 31, 2016	Aug. 31, 2015	Aug. 31, 2016	Aug. 31, 2015
Acquired Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 61.5	$ 33.8	$ 138.3	$ 97.6
Remainder of 2016	85.1		85.1
2017	330.9		330.9
2018	319.0		319.0
2019	305.4		305.4
2020	295.7		295.7
Thereafter	$ 3,173.4		$ 3,173.4

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Debt (Details) - USD ($) $ in Millions	9 Months Ended
	Aug. 31, 2016	Feb. 29, 2016	Nov. 30, 2015
Line of Credit Facility [Line Items]
5% senior notes due 2022	$ 750.0		$ 750.0
Short-term debt	126.0		36.0
Debt issuance costs	(42.3)		(23.7)
Capital leases	5.4		6.2
Total debt	3,266.0		2,107.5
Long-term debt	$ 3,140.0		2,071.5
2016 revolving facility, interest rate at period end	2.01%
Letters of credit outstanding under 2016 revolving facility	$ 1.5
Weighted average interest rate	2.80%
Fixed interest rate	5.00%
5% senior notes due 2022, fair value	$ 789.4
2016 term loan [Member]
Line of Credit Facility [Line Items]
2013 term loan	1,206.0
2016 term loan tranche A-1 [Member]
Line of Credit Facility [Line Items]
2013 term loan	656.0		0.0
2016 term loan tranche A-2 [Member]
Line of Credit Facility [Line Items]
2013 term loan	550.0		0.0
2013 term loan tranche A-1 [Member]
Line of Credit Facility [Line Items]
2013 term loan	0.0		665.0
2013 term loan tranche A-2 [Member]
Line of Credit Facility [Line Items]
2013 term loan	0.0	$ 550.0	0.0
Institutional senior notes [Member]
Line of Credit Facility [Line Items]
5% senior notes due 2022	500.0
Institutional senior notes, Series A [Member]
Line of Credit Facility [Line Items]
5% senior notes due 2022	$ 210.0		0.0
Fixed interest rate	3.73%
Institutional senior notes, Series B [Member]
Line of Credit Facility [Line Items]
5% senior notes due 2022	$ 290.0		0.0
Fixed interest rate	4.05%
Share repurchase liability [Member]
Line of Credit Facility [Line Items]
Short-term debt	$ 64.9		0.0
Weighted average interest rate	3.10%
2016 revolving credit facility [Member]
Line of Credit Facility [Line Items]
2016 revolving facility, amount outstanding	$ 782.0		0.0
2016 revolving facility, maximum borrowing capacity	$ 1,900.0
2016 revolving credit facility [Member] | Minimum [Member]
Line of Credit Facility [Line Items]
2016 revolving facility, interest rate description	LIBOR plus a spread of 1.00 percent
2016 revolving facility, unused capacity, commitment fee percentage	0.13%
2016 revolving credit facility [Member] | Maximum [Member]
Line of Credit Facility [Line Items]
2016 revolving facility, interest rate description	LIBOR plus a spread of 1.75 percent
2016 revolving facility, unused capacity, commitment fee percentage	0.30%
2014 revolving credit facility [Member]
Line of Credit Facility [Line Items]
2016 revolving facility, amount outstanding	$ 0.0		$ 710.0
2016 revolving facility, maximum borrowing capacity	$ 1,300.0
2014 revolving credit facility [Member] | Minimum [Member]
Line of Credit Facility [Line Items]
2016 revolving facility, interest rate description	LIBOR plus a spread of 1.00 percent
2016 revolving facility, unused capacity, commitment fee percentage	0.13%
2014 revolving credit facility [Member] | Maximum [Member]
Line of Credit Facility [Line Items]
2016 revolving facility, interest rate description	LIBOR plus a spread of 2.00 percent
2016 revolving facility, unused capacity, commitment fee percentage	0.30%

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Derivatives (Details) € in Millions, £ in Millions, SFr in Millions, CAD in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Aug. 31, 2016 USD ($)	Aug. 31, 2015 USD ($)	Aug. 31, 2016 USD ($)	Aug. 31, 2015 USD ($)	Aug. 31, 2016 CAD	Aug. 31, 2016 USD ($)	Aug. 31, 2016 GBP (£)	Aug. 31, 2016 EUR (€)	Aug. 31, 2016 CHF (SFr)	May 31, 2016 USD ($)	Nov. 30, 2015 CAD	Nov. 30, 2015 USD ($)	Nov. 30, 2015 GBP (£)	Nov. 30, 2015 EUR (€)	Nov. 30, 2015 CHF (SFr)	May 31, 2015 USD ($)	Nov. 30, 2014 USD ($)
Derivatives, Fair Value [Line Items]
Foreign Currency Cash Flow Hedge Asset at Fair Value						$ 1.2						$ 0.0
Derivative Instruments Not Designated as Hedging Instruments, Asset, at Fair Value						2.0						0.1
Derivative Asset, Fair Value, Gross Asset						3.2						0.1
Interest Rate Cash Flow Hedge Liability at Fair Value						26.5						24.3
Foreign Currency Cash Flow Hedge Liability at Fair Value						0.5						0.0
Derivative Instruments Not Designated as Hedging Instruments, Liability, at Fair Value						0.3						0.4
Derivative Liability, Fair Value, Gross Liability						27.3						24.7
Gain (Loss) on Foreign Currency Derivative Instruments Not Designated as Hedging Instruments	$ (11.3)	$ 4.1	$ (7.6)	$ 3.1
Accumulated other comprehensive loss						(218.8)						(191.2)
Unrealized loss on hedging activities	(5.2)	(0.9)	(6.9)	(3.9)
Interest Rate Swap [Member]
Derivatives, Fair Value [Line Items]
Derivative, Notional Amount						$ 400.0
Derivative, Average Fixed Interest Rate					2.86%	2.86%	2.86%	2.86%	2.86%
Unrealized loss on hedging activities	(6.5)	(1.1)	(10.9)	(4.6)
Loss reclassified from AOCI into income	1.5	0.5	4.4	1.0
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months			7.4
Foreign currency forward cash flow hedge [Member]
Derivatives, Fair Value [Line Items]
Derivative, Notional Amount						$ 63.2
Unrealized loss on hedging activities	(0.2)	0.1	(0.2)	0.9
Derivative Instruments, Gain Reclassified from Accumulated OCI into Income, Effective Portion	$ 0.0	(0.4)	(0.2)	(1.2)
Foreign currency forward contract to buy USD with CAD [Member]
Derivatives, Fair Value [Line Items]
Derivative, Notional Amount						52.7						0.0
Foreign currency forward contract to buy CAD with USD [Member]
Derivatives, Fair Value [Line Items]
Derivative, Notional Amount | CAD					CAD 5.3						CAD 9.3
Foreign currency forward contract to buy USD with EUR [Member]
Derivatives, Fair Value [Line Items]
Derivative, Notional Amount						10.0						8.5
Foreign currency forward contract to buy EUR with USD [Member]
Derivatives, Fair Value [Line Items]
Derivative, Notional Amount | €								€ 13.0
Foreign currency forward contract to buy CHF with USD [Member]
Derivatives, Fair Value [Line Items]
Derivative, Notional Amount | SFr									SFr 20.0						SFr 19.0
Foreign currency forward contract to buy GBP with EUR [Member]
Derivatives, Fair Value [Line Items]
Derivative, Notional Amount | £							£ 0.0						£ 3.5
Foreign currency forward contract to buy EUR with GBP [Member]
Derivatives, Fair Value [Line Items]
Derivative, Notional Amount | €								€ 9.0						€ 0.0
Foreign currency forward contract to buy GBP with USD [Member]
Derivatives, Fair Value [Line Items]
Derivative, Notional Amount | £							181.1						£ 7.2
Foreign currency forward contract to buy NOK with GBP [Member]
Derivatives, Fair Value [Line Items]
Derivative, Notional Amount							£ 57.0					0.0
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member]
Derivatives, Fair Value [Line Items]
Accumulated other comprehensive loss		$ (13.4)		$ (13.4)		$ (21.5)				$ (16.3)		$ (14.6)				$ (12.5)	$ (9.5)
Unrealized loss on hedging activities			(11.1)
Loss reclassified from AOCI into income			$ 4.2

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Derivatives Unrecognized hedging losses in AOCI (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Aug. 31, 2016	Aug. 31, 2015	Aug. 31, 2016	Aug. 31, 2015
Hedging activities in AOCI [Roll Forward]
Beginning balance			$ (191.2)
Unrealized loss on hedging activities	$ (5.2)	$ (0.9)	(6.9)	$ (3.9)
Ending balance	(218.8)		(218.8)
Interest Rate Swap [Member]
Hedging activities in AOCI [Roll Forward]
Unrealized loss on hedging activities	(6.5)	(1.1)	(10.9)	(4.6)
Loss reclassified from AOCI into income	1.5	0.5	4.4	1.0
Foreign currency forward cash flow hedge [Member]
Hedging activities in AOCI [Roll Forward]
Unrealized loss on hedging activities	(0.2)	0.1	(0.2)	0.9
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member]
Hedging activities in AOCI [Roll Forward]
Beginning balance	(16.3)	(12.5)	(14.6)	(9.5)
Unrealized loss on hedging activities			(11.1)
Loss reclassified from AOCI into income			4.2
Ending balance	$ (21.5)	$ (13.4)	$ (21.5)	$ (13.4)

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Restructuring Charges (Details) $ in Millions	3 Months Ended		9 Months Ended
	Aug. 31, 2016 USD ($)	Aug. 31, 2015 USD ($)	Aug. 31, 2016 USD ($) positions	Aug. 31, 2015 USD ($)
Restructuring Cost and Reserve [Line Items]
Restructuring reserve payable in next 12 months	$ 10.4		$ 10.4
Restructuring charges	10.6	$ 1.9	$ 23.9	$ 22.0
Restructuring charges, number of positions eliminated | positions			327
Restructuring Reserve [Roll Forward]
Balance at November 30, 2015			$ 14.8
Add: Restructuring costs incurred			24.5
Revision to prior estimates			(0.6)
Less: Amount paid			(25.4)
Balance at August 31, 2016	13.3		13.3
Employee Severance [Member]
Restructuring Reserve [Roll Forward]
Balance at November 30, 2015			8.5
Add: Restructuring costs incurred			20.6
Revision to prior estimates			(0.1)
Less: Amount paid			(23.2)
Balance at August 31, 2016	5.8		5.8
Contract Termination [Member]
Restructuring Reserve [Roll Forward]
Balance at November 30, 2015			6.2
Add: Restructuring costs incurred			3.9
Revision to prior estimates			(0.5)
Less: Amount paid			(2.2)
Balance at August 31, 2016	7.4		7.4
Other Restructuring Charges [Member]
Restructuring Reserve [Roll Forward]
Balance at November 30, 2015			0.1
Add: Restructuring costs incurred			0.0
Revision to prior estimates			0.0
Less: Amount paid			0.0
Balance at August 31, 2016	0.1		0.1
Resources Segment [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring charges			12.7
Restructuring Reserve [Roll Forward]
Balance at August 31, 2016	6.6		6.6
Transportation Segment [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring charges			4.8
Restructuring Reserve [Roll Forward]
Balance at August 31, 2016	4.0		4.0
CMS Segment [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring charges			6.5
Restructuring Reserve [Roll Forward]
Balance at August 31, 2016	$ 2.6		$ 2.6

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Acquisition-related Costs (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Aug. 31, 2016	Aug. 31, 2015	Aug. 31, 2016	Aug. 31, 2015
Business Acquisition [Line Items]
Acquisition-related costs	$ 104.5	$ 0.1	$ 119.9	$ 0.6
Acquisition-related Costs Reserve [Roll Forward]
Balance at November 30, 2015			0.4
Add: Costs incurred			120.1
Revision to prior estimates			(0.2)
Less: Amount paid			(58.4)
Balance at August 31, 2016	61.9		61.9
Acquisition Related Employee Severance [Member]
Acquisition-related Costs Reserve [Roll Forward]
Balance at November 30, 2015			0.0
Add: Costs incurred			18.9
Revision to prior estimates			0.0
Less: Amount paid			(2.1)
Balance at August 31, 2016	16.8		16.8
Acquisition Related Contract Termination [Member]
Acquisition-related Costs Reserve [Roll Forward]
Balance at November 30, 2015			0.1
Add: Costs incurred			0.3
Revision to prior estimates			0.0
Less: Amount paid			(0.3)
Balance at August 31, 2016	0.1		0.1
Other Acquisition Related Costs [Member]
Acquisition-related Costs Reserve [Roll Forward]
Balance at November 30, 2015			0.3
Add: Costs incurred			100.9
Revision to prior estimates			(0.2)
Less: Amount paid			(56.0)
Balance at August 31, 2016	45.0		45.0
Financial Services Segment [Member]
Acquisition-related Costs Reserve [Roll Forward]
Balance at August 31, 2016	$ 55.7		$ 55.7

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Discontinued Operations (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Aug. 31, 2016	Aug. 31, 2015	Aug. 31, 2016	Aug. 31, 2015	May 30, 2016	Nov. 30, 2015
Discontinued Operations [Abstract]
Proceeds from sale of business			$ 190.2	$ 0.0
Contingent consideration	$ 35.0		35.0
Gain on disposal of discontinued operations, net of tax			0.3
Revenue from discontinued operations	0.0	$ 30.1	53.5	97.0
Income (loss) from discontinued operations before income taxes	(1.6)	3.7	55.6	12.8
Tax expense	0.6	(1.4)	(47.6)	(4.7)
Income (loss) from discontinued operations, net	(1.0)	$ 2.3	8.0	$ 8.1
Current assets					$ 2.5	$ 19.5
Property and equipment, net					20.3	16.4
Intangible assets, net					58.8	58.3
Goodwill					103.3	99.2
Total assets	0.0		0.0		184.9	193.4
Current liabilities					0.6	1.3
Deferred revenue					26.5	19.6
Deferred income taxes					11.8	11.2
Total liabilities	$ 0.0		$ 0.0		$ 38.9	$ 32.1

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Pensions and Postretirement Benefits (Details) - USD ($) $ in Millions	1 Months Ended	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Aug. 31, 2016	Aug. 31, 2015	Aug. 31, 2016	Aug. 31, 2015
Defined Benefit Plan Disclosure [Line Items]
Service costs incurred		$ 0.4	$ 0.6	$ 0.9	$ 1.5
Interest costs on projected benefit obligation		2.2	2.1	6.4	6.3
Expected return on plan assets		(2.1)	(2.2)	(6.4)	(6.6)
Net periodic pension expense		0.5	0.5	0.9	1.2
United States Postretirement Benefit Plan of US Entity [Member]
Defined Benefit Plan Disclosure [Line Items]
Service costs incurred		0.0	0.0	0.0	0.0
Interest costs on projected benefit obligation		0.1	0.1	0.3	0.3
Net periodic pension expense		$ 0.1	$ 0.1	$ 0.3	$ 0.3
Subsequent Event [Member]
Defined Benefit Plan Disclosure [Line Items]
Pension contributions	$ 3.0

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Stock-based Compensation (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Aug. 31, 2016	Aug. 31, 2015	Aug. 31, 2016	Aug. 31, 2015
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 80.4	$ 31.8	$ 142.6	$ 96.4
Income tax benefits	23.7	10.2	43.5	30.9
Capitalized stock-based compensation cost	0.0	0.0	0.0	0.0
Cost of revenue [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	14.8	2.1	17.5	5.0
Selling general and administrative [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 65.6	$ 29.7	$ 125.1	$ 91.4

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Stock-based Compensation Nonvested stock rollforward (Details) shares in Millions	9 Months Ended
	Aug. 31, 2016 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Other | shares	3.2
Assumed equity awards other than options, weighted average grant date fair value | $ / shares	$ 32.84
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Balance at November 30, 2015, shares | shares	8.7
Weighted average grant date fair value, November 30, 2015 | $ / shares	$ 30.57
Granted shares | shares	4.2
Weighted average grant date fair value, granted | $ / shares	$ 31.07
Vested shares | shares	(3.7)
Weighted average grant date fair value, vested | $ / shares	$ 29.80
Forfeited shares | shares	(0.5)
Weighted average grant date fair value, forfeited | $ / shares	$ 32.23
Balance at August 31, 2016, shares | shares	11.9
Weighted average grant date fair value, August 31, 2016 | $ / shares	$ 31.53

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Stock-based Compensation Textuals (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Aug. 31, 2016	Aug. 31, 2015	Aug. 31, 2016	Aug. 31, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based compensation cost	$ 302.7		$ 302.7
Unrecognized stock-based compensation cost recognition period			1 year 3 months 18 days
Capitalized stock-based compensation cost	$ 0.0	$ 0.0	$ 0.0	$ 0.0
Fair value of shares that vested during the period			$ 109.0

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Stock-based Compensation Stock option rollforward (Details) - $ / shares shares in Millions	9 Months Ended
	Aug. 31, 2016	Nov. 30, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Balance at November 30, 2015, shares	0.0
Weighted average grant date fair value, November 30, 2015	$ 10.47	$ 0.00
Options assumed	46.4
Weighted average grant date fair value, options assumed	$ 10.62
Granted options	0.0
Weighted average grant date fair value, granted options	$ 0.00
Exercised options	(3.2)
Weighted average grant date fair value, exercised options	$ 12.72
Forfeited options	(0.1)
Weighted average grant date fair value, forfeited options	$ 9.07
Balance at August 31, 2016, shares	43.1

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Income Taxes (Details)	3 Months Ended		9 Months Ended
	Aug. 31, 2016	Aug. 31, 2015	Aug. 31, 2016	Aug. 31, 2015
Income Tax Disclosure [Abstract]
Effective Income Tax Rate, Continuing Operations	43.70%	22.30%	1.20%	20.60%

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Earnings per Share (Details) - shares shares in Millions	3 Months Ended			9 Months Ended
	Aug. 31, 2016	May 31, 2016	Aug. 31, 2015	Aug. 31, 2016	Aug. 31, 2015
Earnings Per Share [Abstract]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount		54.6
Weighted average common shares outstanding:
Shares used in basic EPS calculation	340.1		243.1	273.5	244.1
Effect of dilutive securities:
Restricted stock units	0.0		1.7	2.2	1.9
Stock options	0.0		0.0	1.8	0.0
Shares used in diluted EPS calculation	340.1		244.8	277.5	246.0

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Common Stock and Earnings per Share Share Repurchase Programs (Details) shares in Millions, $ in Millions	9 Months Ended
	Aug. 31, 2016 USD ($) shares
Equity, Class of Treasury Stock [Line Items]
Repurchases of common stock, value	$ 230.6
Shares held in employee benefit trust, Shares | shares	25.2
Stock repurchase program June 2015 [Member]
Equity, Class of Treasury Stock [Line Items]
Stock Repurchase Program, Authorized Amount	$ 500.0
Repurchases of common stock, value	75.0
Stock repurchase program February 2016 [Member]
Equity, Class of Treasury Stock [Line Items]
Stock Repurchase Program, Authorized Amount	500.0
Repurchases of common stock, value	155.6
Stock repurchase program August 2016 [Member]
Equity, Class of Treasury Stock [Line Items]
Stock Repurchase Program, Authorized Amount	1,500.0
Accelerated share repurchase December 2015 [Member]
Equity, Class of Treasury Stock [Line Items]
Stock Repurchase Program, Authorized Amount	$ 200.0

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Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Aug. 31, 2016	Aug. 31, 2015	Aug. 31, 2016	Aug. 31, 2015
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance			$ (191.2)
Foreign currency translation adjustment	$ (31.0)	$ (15.4)	(20.7)	$ (61.2)
Unrealized loss on hedging activities	(5.2)	(0.9)	(6.9)	(3.9)
Ending balance	(218.8)		(218.8)
Accumulated Translation Adjustment [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance			(163.5)
Foreign currency translation adjustment			(20.7)
Reclassifications from AOCI to income, foreign currency translation			0.0
Ending balance	(184.2)		(184.2)
Accumulated Defined Benefit Plans Adjustment [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance			(13.1)
Other comprehensive income (loss) before reclassifications, net pension and OPEB liability			0.0
Reclassifications from AOCI to income, net pension and OPEB liability			0.0
Ending balance	(13.1)		(13.1)
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance	(16.3)	(12.5)	(14.6)	(9.5)
Unrealized loss on hedging activities			(11.1)
Loss reclassified from AOCI into income			4.2
Ending balance	(21.5)	$ (13.4)	(21.5)	$ (13.4)
Accumulated Other Comprehensive Loss [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance			(191.2)
Other comprehensive income (loss) before reclassifications			(31.8)
Reclassifications from AOCI to income			4.2
Ending balance	$ (218.8)		$ (218.8)

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Segment Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Aug. 31, 2016	Aug. 31, 2015	Aug. 31, 2016	Aug. 31, 2015
Segment Reporting Information [Line Items]
Disclosure of Major Customers	0	0	0	0
Revenue	$ 724,600	$ 557,900	$ 1,861,000	$ 1,628,600
Adjusted EBITDA	269,000	179,600	649,600	509,900
Operating income	(16,700)	91,000	148,200	230,200
Interest income	300	300	900	600
Interest expense	(36,500)	(18,200)	(92,000)	(52,600)
Benefit (provision) for income taxes	23,100	(16,300)	(700)	(36,700)
Depreciation	(30,200)	(21,000)	(78,200)	(61,900)
Amortization expense	(61,500)	(33,800)	(138,300)	(97,600)
Stock-based compensation expense	(80,400)	(31,800)	(142,600)	(96,400)
Restructuring charges	(10,600)	(1,900)	(23,900)	(22,000)
Acquisition-related costs	(104,500)	(100)	(119,900)	(600)
Impairment of assets	0	0	0	(1,200)
Share of joint venture results not attributable to Adjusted EBITDA	300	0	300	0
Adjusted EBITDA attributable to noncontrolling interest	300	0	300	0
Income (loss) from discontinued operations, net	(1,000)	2,300	8,000	8,100
Net income (loss) attributable to IHS Markit Ltd.	(31,700)	59,100	63,500	149,600
Segment Reconciling Items [Member]
Segment Reporting Information [Line Items]
Revenue	0	0	0	0
Resources Segment [Member]
Segment Reporting Information [Line Items]
Revenue	210,400	217,800	647,400	670,100
Adjusted EBITDA	94,400	91,000	275,400	266,400
Restructuring charges			(12,700)
Transportation Segment [Member]
Segment Reporting Information [Line Items]
Revenue	227,100	193,400	657,700	559,300
Adjusted EBITDA	88,600	72,400	252,600	204,000
Restructuring charges			(4,800)
CMS Segment [Member]
Segment Reporting Information [Line Items]
Revenue	130,200	146,700	399,000	399,200
Adjusted EBITDA	33,300	29,100	91,600	72,800
Restructuring charges			(6,500)
Financial Services Segment [Member]
Segment Reporting Information [Line Items]
Revenue	156,900	0	156,900	0
Adjusted EBITDA	65,000	0	65,000	0
Corporate, Non-Segment [Member]
Segment Reporting Information [Line Items]
Adjusted EBITDA	$ (12,300)	$ (12,900)	$ (35,000)	$ (33,300)

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Segment Information Revenue by Transaction Type and Product Category (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Aug. 31, 2016	Aug. 31, 2015	Aug. 31, 2016	Aug. 31, 2015
Revenue from External Customer [Line Items]
Revenue	$ 724.6	$ 557.9	$ 1,861.0	$ 1,628.6
Recurring Fixed Revenue [Member]
Revenue from External Customer [Line Items]
Revenue	548.0	449.4	1,453.2	1,320.3
Recurring Variable Revenue [Member]
Revenue from External Customer [Line Items]
Revenue	56.8	0.0	56.8	0.0
Non-recurring Revenue [Member]
Revenue from External Customer [Line Items]
Revenue	$ 119.8	$ 108.5	$ 351.0	$ 308.3

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Label	Element	Value
Cash and Cash Equivalents, at Carrying Value, Including Discontinued Operations	us-gaap_CashAndCashEquivalentsAtCarryingValueIncludingDiscontinuedOperations	$ 293,100,000