8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 24, 2019

______________________

IHS MARKIT LTD.

(Exact name of registrant as specified in its charter)

Bermuda	001-36495	98-1166311
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

4th Floor, Ropemaker Place

25 Ropemaker Street

London, England

EC2Y 9LY

(Address of principal executive offices and zip code)

+44 20 7260 2000

(Registrant's telephone number, including area code)

Former name or former address, if changed since last report: N/A

______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Shares, $0.01 par value per share	INFO	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On September 24, 2019, IHS Markit Ltd., a Bermuda exempted company (“IHS Markit” or “we” or “us” or “our”), issued a media release announcing earnings for the third quarter ended August 31, 2019. In addition, we posted to our website supplemental information related to revenue, earnings, and guidance information provided by us. The media release and supplemental information have been furnished as exhibits to this Form 8-K and are posted on the investor relations section of our website (investor.ihsmarkit.com). In addition, the media release has been distributed through a newswire release.

ITEM 7.01. REGULATION FD DISCLOSURE. 

The supplemental information furnished by us and posted to our website as described above under Item 2.02 is hereby incorporated by reference into this Item 7.01.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

    

Exhibit Number	Description
99.1	Media release dated September 24, 2019
99.2	Supplemental information dated September 24, 2019
101	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104	The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

The information furnished in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in any such filing.

SIGNATURES

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.

	IHS MARKIT LTD.
Date: September 24, 2019	By:	/s/ Todd S. Hyatt
		Todd S. Hyatt
		Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

News Release

For immediate release

Investor Relations Contact:

Eric Boyer

+1 303 397 2969

eric.boyer@ihsmarkit.com

IHS Markit Reports Third Quarter2019 Results

LONDON (September 24, 2019) - IHS Markit (NYSE: INFO), a world leader in critical information, analytics and solutions, today reported results for the third quarter ended August 31, 2019.

• Revenue of $1.112 billion, including total organic revenue growth of 6 percent

• Net income of $39 million and diluted earnings per share (EPS) of $0.10

• Adjusted EBITDA of $453 million and Adjusted earnings per diluted share (Adjusted EPS) of $0.67

• Cash flow from operations of $413 million and free cash flow of $343 million

Adjusted EBITDA, Adjusted EPS, and free cash flow are non-GAAP financial measures used by management to measure operating performance. These terms are defined elsewhere in this release. Please see schedules appearing later in this release for reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures.

Other Company Highlights

• IHS Markit has entered into a definitive agreement to sell its Aerospace & Defense business line for approximately $470 million, subject to customary closing conditions and regulatory filings and approvals.

• IHS Markit management intends to recommend to the company’s board of directors an updated capital allocation framework that includes capital return to shareholders through share buybacks and the initiation of a quarterly dividend beginning in the first quarter of 2020.

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Third Quarter and Year-to-Date 2019 Financial Performance

	Three months ended August 31,				Change					Nine months ended August 31,				Change
(in millions, except percentages and per share data)	2019		2018		$			%		2019		2018		$			%
Revenue	$	1,112.3	$	1,001.0	$	111.3		11	%	$	3,294.2	$	2,941.4	$	352.8		12	%
Net income attributable to IHS Markit*	$	40.1	$	104.5	$	(64.4	)	(62	)%	$	299.6	$	460.5	$	(160.9	)	(35	)%
Adjusted EBITDA	$	452.9	$	390.5	$	62.4		16	%	$	1,326.0	$	1,147.9	$	178.1		16	%
GAAP EPS	$	0.10	$	0.26	$	(0.16	)	(62	)%	$	0.73	$	1.13	$	(0.40	)	(35	)%
Adjusted EPS	$	0.67	$	0.58	$	0.09		16	%	$	1.97	$	1.72	$	0.25		15	%
Cash flow from operations	$	412.9	$	346.4	$	66.5		19	%	$	1,025.6	$	932.0	$	93.6		10	%
Free cash flow	$	342.9	$	292.6	$	50.3		17	%	$	825.7	$	763.5	$	62.2		8	%
* Net income attributable to IHS Markit for the three and nine months ended August 31, 2019 includes a one-time tax expense of approximately $200 million associated with U.S. Treasury regulations related to U.S. Tax Reform retroactive to 2018. Net income attributable to IHS Markit for the nine months ended August 31, 2018 includes a one-time tax benefit of approximately $136 million associated with U.S. Tax Reform.

“We are pleased with our year-to-date results, which have been a continuation of our consistency and strength of financial performance since the merger. As such, I intend to recommend at our October Board meeting that our Board approve an updated capital allocation framework that includes annual capital return to shareholders of approximately 50-75% of our annual capital capacity through share buybacks and the initiation of a quarterly dividend,” said Lance Uggla, chairman and chief executive officer at IHS Markit.

“We delivered solid Q3 and year-to-date results, putting us on track to deliver another solid year. We also de-levered to our target range, repurchased $200 million of shares in the quarter, and subsequently completed our 2019 share buyback commitment in early Q4,” said Todd Hyatt, chief financial officer at IHS Markit.

Third Quarter2019 Revenue Performance

Third quarter2019 revenue increased 11 percent compared to the third quarter of 2018. The following table provides additional revenue information by transaction type.

	Three months ended August 31,				Percentage change
(in millions, except percentages)	2019		2018		Total		Organic*
Recurring fixed	$	799.9	$	717.7	11	%	7	%
Recurring variable	144.4		124.8		16	%	5	%
Non-recurring*	168.0		158.5		6	%	4	%
Total revenue*	$	1,112.3	$	1,001.0	11	%	6	%

The components of revenue growth are described below by segment and in total.

	Change in revenue
	Third quarter 2019 vs. Third quarter 2018
(All amounts represent percentage points)	Organic*		Acquisitive		Foreign Currency		Total
Resources	6	%	3	%	—	%	9	%
Transportation	7	%	—	%	(1	)%	6	%
Consolidated Markets & Solutions*	5	%	(4	)%	(1	)%	1	%
Financial Services	6	%	16	%	(1	)%	21	%
Total	6	%	6	%	(1	)%	11	%

* Excluding the effect of the BPVC engineering standard release in the third quarter of 2019, total organic revenue increased 5 percent, total non-recurring organic revenue decreased 1 percent, and CMS total organic revenue decreased 1 percent for the three months ended August 31, 2019 compared to the three months ended August 31, 2018.

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Third Quarter2019 Operating Performance

Segment results were as follows (additional segment information is included later in this release):

• Resources. Third quarter revenue for Resources increased $19 million, or 9 percent, to $230 million, with recurring revenue increasing 5 percent organically. Third quarter Adjusted EBITDA for Resources increased $16 million, or 18 percent, to $101 million.

• Transportation. Third quarter revenue for Transportation increased $18 million, or 6 percent, to $315 million, and included 10 percent organic growth for the recurring-based business. Third quarter Adjusted EBITDA for Transportation increased $6 million, or 5 percent, to $134 million.

• Consolidated Markets & Solutions (CMS). Third quarter revenue for CMS increased $1 million, or 1 percent, to $139 million, and had flat organic growth for the recurring-based business. Third quarter Adjusted EBITDA for CMS increased $1 million, or 3 percent, to $31 million.

• Financial Services. Third quarter revenue for Financial Services increased $74 million, or 21 percent, to $429 million, and included 6 percent total organic growth. Third quarter Adjusted EBITDA for Financial Services increased $43 million, or 27 percent, to $199 million.

Outlook (forward-looking statement)

For the year ending November 30, 2019, IHS Markit expects:

• Revenue in a range of $4.40 billion to $4.42 billion, including total organic growth of 5 percent to 6 percent including Ipreo for the 4 month stub period;

• Adjusted EBITDA trending above the mid-point of the prior guidance range of $1.75 billion to $1.78 billion; and

• Adjusted EPS at the high end of the prior guidance range of $2.52 to $2.57 per diluted share.

The above outlook assumes no further currency movements, acquisitions, divestitures, pension mark-to-market adjustments or unanticipated events. See discussion of non-GAAP financial measures at the end of this release.

As previously announced, IHS Markit will hold a conference call to discuss third quarter2019 results on September 24, 2019, at 8:00 a.m. ET. The conference call will be simultaneously webcast on the Investor Relations section of the company’s website: investor.ihsmarkit.com. A replay of the earnings webcast will be available approximately two hours after the conclusion of the live event. The webcast recording will be available for one year on the Investor Relations section of the company’s website.

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Use of Non-GAAP Financial Measures

Non-GAAP results are presented only as a supplement to our financial statements based on U.S. generally accepted accounting principles (“GAAP”). Non-GAAP financial information is provided to enhance the reader’s understanding of our financial performance, but none of these non-GAAP financial measures are recognized terms under GAAP and should not be considered in isolation from, or as a substitute for, financial measures calculated in accordance with GAAP. Definitions and reconciliations of the non-GAAP measures, such as EBITDA, Adjusted EBITDA, Adjusted net income, Adjusted EPS, and free cash flow, to the most directly comparable GAAP measures are provided within the schedules attached to this release. This communication also includes certain forward-looking non-GAAP financial

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measures. IHS Markit is unable to present a reconciliation of this forward-looking non-GAAP financial information because management cannot reliably predict all of the necessary components of such measures. Accordingly, investors are cautioned not to place undue reliance on this information.

We use non-GAAP measures in our operational and financial decision-making. We believe that such measures allow us to focus on what we deem to be a more reliable indicator of ongoing operating performance and our ability to generate cash flow from operations. We also believe that investors may find these non-GAAP financial measures useful for the same reasons, although investors are cautioned 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 any other GAAP measure.

Non-GAAP measures are frequently used by securities analysts, investors, and other interested parties in their evaluation of companies comparable to IHS Markit, many of which present non-GAAP measures when reporting their results. These measures can 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. However, non-GAAP measures have limitations as an analytical tool. 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. They are not presentations made in accordance with GAAP, are not measures of financial condition or liquidity, and should not be considered as an alternative to profit or loss for the period determined in accordance with GAAP or operating cash flows determined in accordance with GAAP. As a result, you should not consider such performance measures in isolation from, or as a substitute analysis for, results of operations as determined in accordance with GAAP.

Forward-Looking Statements

This communication contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management’s current views concerning future business, events, trends, contingencies, financial performance, or financial condition, appear at various places in this communication and use words like “aim,” “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “goal,” “intend,” “likely,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “see,” “seek,” “should,” “strategy,” “strive,” “target,” “will,” and “would” and 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 such as acquisitions, joint ventures, and dispositions, the anticipated benefits therefrom, and our success in integrating acquired businesses; anticipated levels of capital expenditures in future periods; anticipated levels of indebtedness, capital allocation, dividends, and share repurchases 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 management’s 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 are more fully discussed under the caption “Risk Factors” in our Annual Report on Form 10-K, along with our other filings with the U.S. Securities and Exchange Commission (“SEC”). However, those factors should not 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. You are cautioned not to place undue reliance on these forward-looking statements, which are based only on information currently available to our management

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and speaks only as of the date of this communication. We do 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. Please consult our public filings with the SEC or on our website at investor.ihsmarkit.com.

About IHS Markit (www.ihsmarkit.com)

IHS Markit (NYSE: INFO) is a world leader in critical information, analytics and solutions for the major industries and markets that drive economies worldwide. The company delivers next-generation information, analytics and solutions to customers in business, finance and government, improving their operational efficiency and providing deep insights that lead to well-informed, confident decisions. IHS Markit has more than 50,000 business and government customers, including 80 percent of the Fortune Global 500 and the world’s leading financial institutions. Headquartered in London, IHS Markit is committed to sustainable, profitable growth.

IHS Markit is a registered trademark of IHS Markit Ltd and/or its affiliates. All other company and product names may be trademarks of their respective owners © 2019 IHS Markit Ltd. All rights reserved.

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IHS MARKIT LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions)

	As of August 31, 2019		As of November 30, 2018
	(Unaudited)		(Audited)
Assets
Current assets:
Cash and cash equivalents	$	124.1	$	120.0
Accounts receivable, net	862.7		792.9
Income tax receivable	17.8		20.8
Deferred subscription costs	72.3		77.3
Other current assets	112.1		88.4
Total current assets	1,189.0		1,099.4
Non-current assets:
Property and equipment, net	623.9		579.6
Intangible assets, net	4,181.6		4,484.8
Goodwill	9,805.2		9,836.0
Deferred income taxes	14.6		14.6
Other	89.3		47.9
Total non-current assets	14,714.6		14,962.9
Total assets	$	15,903.6	$	16,062.3
Liabilities and equity
Current liabilities:
Short-term debt	$	1.2	$	789.9
Accounts payable	27.2		63.8
Accrued compensation	167.0		214.1
Other accrued expenses	437.9		357.7
Income tax payable	133.5		8.0
Deferred revenue	896.5		886.8
Total current liabilities	1,663.3		2,320.3
Long-term debt, net	5,051.2		4,889.2
Accrued pension and postretirement liability	17.0		17.4
Deferred income taxes	770.5		699.9
Other liabilities	150.7		109.1
Commitments and contingencies
Redeemable noncontrolling interests	15.9		5.9
Shareholders' equity	8,235.0		8,020.5
Total liabilities and equity	$	15,903.6	$	16,062.3

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IHS MARKIT LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except for per-share amounts)

(Unaudited)

	Three months ended August 31,						Nine months ended August 31,
	2019			2018			2019			2018
Revenue	$	1,112.3		$	1,001.0		$	3,294.2		$	2,941.4
Operating expenses:
Cost of revenue	419.7			375.3			1,247.5			1,086.6
Selling, general and administrative	295.4			287.7			889.0			877.2
Depreciation and amortization	144.7			134.1			431.0			395.7
Restructuring charges	1.1			0.4			11.0			0.4
Acquisition-related costs	23.4			41.7			67.6			94.5
Other (income) expense, net	(114.8		)	1.5			(108.4		)	5.9
Total operating expenses	769.5			840.7			2,537.7			2,460.3
Operating income	342.8			160.3			756.5			481.1
Interest income	0.6			0.9			1.6			2.5
Interest expense	(63.2		)	(56.7		)	(195.9		)	(158.3		)
Net periodic pension and postretirement (expense) income	(0.2		)	7.1			(0.7		)	6.6
Non-operating expense, net	(62.8		)	(48.7		)	(195.0		)	(149.2		)
Income from continuing operations before income taxes and equity in loss of equity method investee	280.0			111.6			561.5			331.9
(Provision) benefit for income taxes	(240.6		)	(7.9		)	(263.9		)	126.7
Equity in loss of equity method investee	(0.2		)	(0.2		)	(0.5		)	(0.2		)
Net income	39.2			103.5			297.1			458.4
Net loss attributable to noncontrolling interest	0.9			1.0			2.5			2.1
Net income attributable to IHS Markit Ltd.	$	40.1		$	104.5		$	299.6		$	460.5
Basic earnings per share attributable to IHS Markit Ltd.	$	0.10		$	0.26		$	0.75		$	1.17
Weighted average shares used in computing basic earnings per share	401.2			393.0			399.9			394.2
Diluted earnings per share attributable to IHS Markit Ltd.	$	0.10		$	0.26		$	0.73		$	1.13
Weighted average shares used in computing diluted earnings per share	410.9			405.1			409.4			406.8

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IHS MARKIT LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

	Nine months ended August 31,
	2019			2018
Operating activities:
Net income	$	297.1		$	458.4
Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization	431.0			395.7
Stock-based compensation expense	167.3			172.1
Gain on sale of assets	(113.0		)	—
Net periodic pension and postretirement expense	0.7			(6.6		)
Undistributed earnings of affiliates, net	0.2			—
Pension and postretirement contributions	(1.1		)	(2.2		)
Deferred income taxes	109.9			(203.2		)
Change in assets and liabilities:
Accounts receivable, net	(17.5		)	27.9
Other current assets	(52.7		)	(14.1		)
Accounts payable	(14.5		)	(13.3		)
Accrued expenses	10.2			(10.4		)
Income tax	106.6			34.0
Deferred revenue	39.0			33.4
Other liabilities	62.4			60.3
Net cash provided by operating activities	1,025.6			932.0
Investing activities:
Capital expenditures on property and equipment	(199.9		)	(168.5		)
Acquisitions of businesses, net of cash acquired	(128.4		)	(1,881.4		)
Proceeds from sale of assets	159.2			—
Change in other assets	(9.3		)	(7.4		)
Settlements of forward contracts	(28.1		)	(6.9		)
Net cash used in investing activities	(206.5		)	(2,064.2		)
Financing activities:
Proceeds from borrowings	1,984.9			4,599.9
Repayment of borrowings	(2,613.0		)	(2,721.6		)
Payment of debt issuance costs	(12.3		)	(30.9		)
Payments for purchase of noncontrolling interests	—			(7.7		)
Proceeds from noncontrolling interests	12.5			—
Contingent consideration payments	(2.2		)	(43.0		)
Repurchases of common shares	(200.0		)	(672.5		)
Proceeds from the exercise of employee stock options	134.1			162.4
Payments related to tax withholding for stock-based compensation	(65.9		)	(85.6		)
Net cash (used in) provided by financing activities	(761.9		)	1,201.0
Foreign exchange impact on cash balance	(53.1		)	(48.2		)
Net increase in cash and cash equivalents	4.1			20.6
Cash and cash equivalents at the beginning of the period	120.0			133.8
Cash and cash equivalents at the end of the period	$	124.1		$	154.4

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IHS MARKIT LTD.

SUPPLEMENTAL REVENUE DISCLOSURE

(In millions)

(Unaudited)

	Three months ended August 31,				Percent change				Nine months ended August 31,				Percent change
	2019		2018		Total		Organic		2019		2018		Total		Organic
Recurring revenue:
Resources	$	197.5	$	184.3	7	%	5	%	$	578.8	$	551.0	5	%	5	%
Transportation	229.6		210.7		9	%	10	%	669.7		615.9		9	%	10	%
CMS	114.2		118.8		(4	)%	—	%	349.2		357.5		(2	)%	—	%
Financial Services - fixed	258.6		203.9		27	%	9	%	754.6		574.7		31	%	6	%
Total recurring fixed revenue	$	799.9	$	717.7	11	%	7	%	$	2,352.3	$	2,099.1	12	%	6	%
Financial Services - variable	144.4		124.8		16	%	5	%	425.4		367.8		16	%	3	%
Total recurring revenue	$	944.3	$	842.5	12	%	6	%	$	2,777.7	$	2,466.9	13	%	5	%
Non-recurring revenue:
Resources	$	32.5	$	27.2	19	%	15	%	$	117.4	$	102.8	14	%	13	%
Transportation	85.3		86.3		(1	)%	—	%	251.9		247.0		2	%	3	%
CMS	24.4		18.5		32	%	41	%	56.3		56.3		—	%	3	%
Financial Services	25.8		26.5		(3	)%	(15	)%	90.9		68.4		33	%	15	%
Total non-recurring revenue	$	168.0	$	158.5	6	%	4	%	$	516.5	$	474.5	9	%	7	%
Total revenue (segment):
Resources	$	230.0	$	211.5	9	%	6	%	$	696.2	$	653.8	6	%	6	%
Transportation	314.9		297.0		6	%	7	%	921.6		862.9		7	%	8	%
CMS	138.6		137.3		1	%	5	%	405.5		413.8		(2	)%	—	%
Financial Services	428.8		355.2		21	%	6	%	1,270.9		1,010.9		26	%	5	%
Total revenue	$	1,112.3	$	1,001.0	11	%	6	%	$	3,294.2	$	2,941.4	12	%	6	%

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IHS MARKIT LTD.

RECONCILIATION OF CONSOLIDATED NON-GAAP FINANCIAL MEASURES TO

MOST DIRECTLY COMPARABLE GAAP FINANCIAL MEASURES

(In millions, except for per-share amounts)

(Unaudited)

	Three months ended August 31,						Nine months ended August 31,
	2019			2018			2019			2018
Net income attributable to IHS Markit Ltd.	$	40.1		$	104.5		$	299.6		$	460.5
Interest income	(0.6		)	(0.9		)	(1.6		)	(2.5		)
Interest expense	63.2			56.7			195.9			158.3
Provision (benefit) for income taxes*	240.6			7.9			263.9			(126.7		)
Depreciation	51.5			45.0			147.5			129.0
Amortization related to acquired intangible assets	93.2			89.1			283.5			266.7
EBITDA (1)(6)	$	488.0		$	302.3		$	1,188.8		$	885.3
Stock-based compensation expense	54.0			52.5			167.3			172.1
Restructuring charges	1.1			0.4			11.0			0.4
Acquisition-related costs	8.1			30.2			21.6			57.4
Acquisition-related performance compensation	15.3			11.5			46.0			37.1
Loss on debt extinguishment	—			1.7			6.0			4.7
Gain on sale of assets	(113.0		)	—			(113.0		)	—
Pension mark-to-market and settlement (gain) expense	—			(7.3		)	—			(7.3		)
Share of joint venture results not attributable to Adjusted EBITDA	0.2			0.2			0.5			0.2
Adjusted EBITDA attributable to noncontrolling interest	(0.8		)	(1.0		)	(2.2		)	(2.0		)
Adjusted EBITDA (2)(6)	$	452.9		$	390.5		$	1,326.0		$	1,147.9
	Three months ended August 31,						Nine months ended August 31,
	2019			2018			2019			2018
Net income attributable to IHS Markit Ltd.	$	40.1		$	104.5		$	299.6		$	460.5
Stock-based compensation expense	54.0			52.5			167.3			172.1
Amortization related to acquired intangible assets	93.2			89.1			283.5			266.7
Restructuring charges	1.1			0.4			11.0			0.4
Acquisition-related costs	8.1			30.2			21.6			57.4
Acquisition-related performance compensation	15.3			11.5			46.0			37.1
Acquisition financing fees	—			0.3			—			4.9
Loss on debt extinguishment	—			1.7			6.0			4.7
Gain on sale of assets	(113.0		)	—			(113.0		)	—
Pension mark-to-market and settlement (gain) expense	—			(7.3		)	—			(7.3		)
Income tax effect of above adjustments*	178.3			(48.4		)	88.4			(295.6		)
Adjusted earnings attributable to noncontrolling interest	(0.8		)	(0.4		)	(1.9		)	(1.2		)
Adjusted net income (3)	$	276.3		$	234.1		$	808.5		$	699.7
Adjusted EPS (4)(6)	$	0.67		$	0.58		$	1.97		$	1.72
Weighted average shares used in computing Adjusted EPS	410.9			405.1			409.4			406.8
* Income tax effect for the three and nine months ended August 31, 2019 includes a one-time tax expense of approximately $200 million associated with U.S. Treasury regulations related to U.S. Tax Reform retroactive to 2018. Income tax effect for the nine months ended August 31, 2018 includes a one-time tax benefit of approximately $136 million associated with U.S. Tax Reform.
	Three months ended August 31,						Nine months ended August 31,
	2019			2018			2019			2018
Net cash provided by operating activities	$	412.9		$	346.4		$	1,025.6		$	932.0
Capital expenditures on property and equipment	(70.0		)	(53.8		)	(199.9		)	(168.5		)
Free cash flow (5)(6)	$	342.9		$	292.6		$	825.7		$	763.5

10

IHS MARKIT LTD.

SUPPLEMENTAL SEGMENT OPERATING PROFIT MEASURE DISCLOSURE

(In millions)

(Unaudited)

	Three months ended August 31,						Nine months ended August 31,
	2019			2018			2019			2018
Adjusted EBITDA by segment:
Resources	$	100.8		$	85.1		$	303.2		$	270.5
Transportation	134.2			128.1			385.1			362.5
CMS	31.1			30.3			89.8			92.0
Financial Services	199.1			156.3			587.9			457.5
Shared services	(12.3		)	(9.3		)	(40.0		)	(34.6		)
Total Adjusted EBITDA	$	452.9		$	390.5		$	1,326.0		$	1,147.9
Adjusted EBITDA margin by segment:
Resources	43.8		%	40.2		%	43.6		%	41.4		%
Transportation	42.6		%	43.1		%	41.8		%	42.0		%
CMS	22.4		%	22.1		%	22.1		%	22.2		%
Financial Services	46.4		%	44.0		%	46.3		%	45.3		%
Total Adjusted EBITDA margin	40.7		%	39.0		%	40.3		%	39.0		%

11

(1) EBITDA is defined as net income plus or minus net interest, plus provision for income taxes, depreciation, and amortization.

(2) 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 and performance compensation, exceptional litigation, net other gains and losses, pension mark-to-market and other adjustments, the impact of joint ventures and noncontrolling interests, and discontinued operations). All of the items included in the reconciliation from net income to Adjusted EBITDA are either non-cash items or items that we do not consider to be useful in assessing our operating performance. In the case of the non-cash items, we believe that investors can better assess our operating performance if the measures are presented without such items because, unlike cash expenses, these adjustments do not affect our ability to generate free cash flow or invest in our business. For example, by excluding depreciation and amortization from EBITDA, users can compare operating performance without regard to different accounting determinations such as useful life. In the case of the other items, we believe that investors can better assess operating performance if the measures are presented without these items because their financial impact does not reflect ongoing operating performance.

(3) Adjusted net income is defined as net income plus primarily non-cash items and other items that management does not consider to be useful in assessing our operating performance (e.g., stock-based compensation expense, amortization related to acquired intangible assets, restructuring charges, acquisition-related costs and performance compensation, acquisition financing fees, net other gains and losses, pension mark-to-market expense and other adjustments, and the impact of noncontrolling interests, all net of the related tax effects).

(4) Adjusted EPS is defined as Adjusted net income (as defined above) divided by diluted weighted average shares.

(5) Free cash flow is defined as net cash provided by operating activities less capital expenditures.

(6) EBITDA, Adjusted EBITDA, Adjusted EPS, and free cash flow are used by many of our investors, research analysts, investment bankers, and lenders to assess our operating performance. For example, a measure similar to Adjusted EBITDA is required by the lenders under our term loan and revolving credit agreements.

12

EX-99.2

Q3 2019 Earnings Supplemental Financials September 24, 2019

Forward-looking statements This presentation contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management’s current views concerning future business, events, trends, contingencies, financial performance, or financial condition, appear at various places in this report and use words like “aim,” “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “goal,” “intend,” “likely,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “see,” “seek,” “should,” “strategy,” “strive,” “target,” “will,” and “would” and 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 such as acquisitions, joint ventures, and dispositions, the anticipated benefits therefrom, and our success in integrating acquired businesses; anticipated levels of capital expenditures in future periods; anticipated levels of indebtedness, capital allocation, dividends and share repurchases 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 management’s 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 are more fully discussed under the caption “Risk Factors” in our Annual Report on Form 10-K, along with our other filings with the U.S. Securities and Exchange Commission (“SEC”). However, those factors should not 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 our 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 presentation is based only on information currently available to our management and speaks only as of the date of this presentation. We do 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. Non-GAAP measures Non-GAAP financial information is presented only as a supplement to IHS Markit’s financial information based on U.S. GAAP. Non-GAAP financial information is provided to enhance the reader’s understanding of the financial performance of IHS Markit, but none of these non-GAAP financial measures are recognized terms under U.S. GAAP and should not be considered in isolation from, or as a substitute for, financial measures calculated in accordance with U.S. GAAP. Definitions of IHS Markit non-GAAP measures and reconciliations to the most directly comparable U.S. GAAP measures are provided with the schedules to the most recent IHS Markit quarterly earnings release and are available on IHS Markit’s website (investor.ihsmarkit.com). This presentation also includes certain forward looking non-GAAP financial measures. IHS Markit is unable to present a reconciliation of this forward looking non-GAAP financial information because management cannot reliably predict all of the necessary components of such measures. Accordingly, investors are cautioned not to place undue reliance on this information. IHS Markit uses non-GAAP measures in its operational and financial decision making. IHS Markit believes that such measures allow it to focus on what it deems to be more reliable indicators of ongoing operating performance and its ability to generate cash flow from operations. IHS Markit also believes that investors may find these non-GAAP financial measures useful for the same reasons, although investors are cautioned that non-GAAP financial measures are not a substitute for U.S. GAAP financial measures or disclosures. None of these non-GAAP financial measures are recognized terms under U.S. GAAP and do not purport to be an alternative to any other U.S. GAAP measure. Non-GAAP measures are frequently used by securities analysts, investors and other interested parties in their evaluation of companies comparable to IHS Markit, many of which present non- U.S. GAAP measures when reporting their results. These measures can be useful in evaluating IHS Markit’s performance against its peer companies because it believes the measures provide users with valuable insight into key components of U.S. GAAP financial disclosures. However, non-GAAP measures have limitations as an analytical tool. Because not all companies use identical calculations, IHS Markit’s presentation of non-GAAP financial measures may not be comparable to other similarly titled measures of other companies. They are not presentations made in accordance with U.S. GAAP, are not measures of financial condition or liquidity and should not be considered as an alternative to profit or loss for the period determined in accordance with U.S. GAAP or operating cash flows determined in accordance with U.S. GAAP. As a result, these performance measures should not be considered in isolation from, or as a substitute analysis for, results of operations as determined in accordance with U.S. GAAP.

We are updating 2019 Guidance $ in millions, except for per share 2019 amounts IHS Markit Total Low Mid High Revenue $4,400 $4,410 $4,420 Organic growth % 5% to 6% (1) Trending above mid point of prior guidance range Adjusted EBITDA of $1,750 to $1,780 40.0% Margin % 100bps of normalized margin expansion At high end of prior guidance range Adjusted EPS of $2.52 to $2.57 (1) Reflects reported organic growth % including Ipreo for the 4 month stub period. Additional items of the following: • Depreciation expense of $205 - $210 million • Amortization (acquisition related intangibles) expense of $370 - $380 million • Net interest expense of $255 - $260 million • Stock-based compensation expense of $220 - $225 million • Adjusted effective tax rate of 18% - 20% • Weighted average diluted shares between 410 - 411 million • Capital expenditures to be approximately 6.0% to 6.5% of revenue • Free Cash Flow (as a % of Adjusted EBITDA) of 60%

Quarterly Revenue by Reported Segment

Quarterly Organic Growth

Quarterly Financial Services Revenue *Q3 19 Total Organic Growth % includes $5m from Ipreo for one month

Quarterly Adjusted EBITDA View* by Reported Segment *Refer to financial earnings releases on investor.ihsmarkit.com for definitions and reconciliations to the nearest GAAP reported measures

XML

Cover Document	Sep. 24, 2019
Cover page.
Document Type	8-K
Document Period End Date	Sep. 24, 2019
Entity Registrant Name	IHS MARKIT LTD.
Entity Incorporation, State or Country Code	D0
Entity File Number	001-36495
Entity Tax Identification Number	98-1166311
Entity Address, Address Line One	4th Floor, Ropemaker Place
Entity Address, Address Line Two	25 Ropemaker Street
Entity Address, City or Town	London
Entity Address, Country	GB
Entity Address, Postal Zip Code	EC2Y 9LY
City Area Code	44 20
Local Phone Number	7260 2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares, $0.01 par value per share
Trading Symbol	INFO
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001598014
Amendment Flag	false