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 ~~May 31, 2017~~February 28, 2018



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	98-1166311
(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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	x	Accelerated filer	o

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

		Emerging growth company	o

~~Table of Contents~~

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

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 ~~May 31, 2017~~February 28, 2018, there were ~~399,197,261~~399,825,076 Common Shares outstanding (excluding 25,219,470 outstanding common shares held by the Markit Group Holdings Limited Employee Benefit Trust).

~~Table of Contents~~

TABLE OF CONTENTS

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)~~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 develop new products and services; our ability to manage system failures or capacity constraints; our ability to successfully manage risks associated with changes in demand for our products and services; our ability to manage our relationships with third party service providers; 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 our operations; our ability to integrate the business successfully and to achieve anticipated synergies; our ability to retain and hire key personnel; our ability to satisfy our debt obligations and our other ongoing business obligations; and the occurrence of any catastrophic events, including acts of terrorism or outbreak of war or hostilities. These risks, as well as other risks, 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)~~(“SEC”). While the list of 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~~

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 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. 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.

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.

~~IHS Markit Foreign Private Issuer Status and Financial Presentation~~

IHS Markit will continue to qualify as a foreign private issuer (FPI) under the rules of the SEC until the end of our fiscal year 2017. However, effective as of December 1, 2017, we will lose our FPI status, at which point we will be required to report our financial results in accordance with U.S. GAAP and to file our annual and interim reports on Forms 10-K, 10-Q, and 8-K, consistent with our approach since closing of the merger between IHS Inc. and Markit Ltd. As a result, you should not expect our financial presentation or SEC reporting approach to change following our loss of FPI status on December 1, 2017.

PART I. FINANCIAL INFORMATION


Item 1.	Financial Statements

IHS MARKIT LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except par value)


	As of			As of			As of			As of
	May 31, 2017			November 30, 2016			February 28, 2018			November 30, 2017
	(Unaudited)			(Audited)			(Unaudited)			(Audited)
Assets
Current assets:
Cash and cash equivalents	$	162.5		$	138.9		$	156.0		$	133.8
Accounts receivable, net	669.7			635.6			802.7			693.5
Income tax receivable	32.2			26.0			34.4			31.9
Deferred subscription costs	66.6			55.6			78.0			62.8
Other current assets	93.2			77.4			94.7			93.0
Total current assets	1,024.2			933.5			1,165.8			1,015.0
Non-current assets:
Property and equipment, net	470.1			416.2			539.7			531.3
Intangible assets, net	4,236.3			4,351.8			4,128.6			4,188.3
Goodwill	8,277.1			8,209.8			8,810.4			8,778.5
Deferred income taxes	14.8			14.8			11.1			7.1
Other	48.7			10.5			41.1			34.2
Total non-current assets	13,047.0			13,003.1			13,530.9			13,539.4
Total assets	$	14,071.2		$	13,936.6		$	14,696.7		$	14,554.4
Liabilities and shareholders' equity
Liabilities and equity
Current liabilities:
Short-term debt	$	561.2		$	104.6		$	90.9		$	576.0
Accounts payable	60.0			58.9			50.1			53.4
Accrued compensation	84.5			174.0			59.7			157.4
Accrued royalties	35.2			35.7
Other accrued expenses	243.8			257.1			351.9			323.0
Income tax payable	5.5			11.9			8.5			5.5
Deferred revenue	869.4			770.2			919.3			790.8
Total current liabilities	1,859.6			1,412.4			1,480.4			1,906.1
Long-term debt	3,423.2			3,279.3
Long-term debt, net							4,186.1			3,617.3
Accrued pension and postretirement liability	32.5			33.0			31.6			31.8
Deferred income taxes	974.1			995.1			691.0			869.8
Other liabilities	114.9			74.7			136.9			105.9
Commitments and contingencies
Redeemable noncontrolling interest	58.3			57.7
Redeemable noncontrolling interests							8.4			19.1
Shareholders' equity:
Common shares, $0.01 par value, 3,000.0 authorized, 465.4 and 454.1 issued, and 399.2 and 415.0 outstanding at May 31, 2017 and November 30, 2016, respectively	4.7			4.5
Common shares, $0.01 par value, 3,000.0 authorized, 472.2 and 468.7 issued, and 399.8 and 399.2 outstanding at February 28, 2018 and November 30, 2017, respectively							4.7			4.7
Additional paid-in capital	7,506.6			7,210.9			7,611.8			7,612.1
Treasury shares, at cost: 66.2 and 39.1 at May 31, 2017 and November 30, 2016, respectively	(1,563.9		)	(499.1		)
Treasury shares, at cost: 72.4 and 69.5 at February 28, 2018 and November 30, 2017, respectively							(1,889.3		)	(1,745.0		)
Retained earnings	1,971.0			1,806.9			2,464.8			2,217.6
Accumulated other comprehensive loss	(309.8		)	(438.8		)	(29.7		)	(85.0		)
Total shareholders' equity	7,608.6			8,084.4			8,162.3			8,004.4
Total liabilities and shareholders' equity	$	14,071.2		$	13,936.6
Total liabilities and equity							$	14,696.7		$	14,554.4

See accompanying notes.

IHS MARKIT LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In millions, except for per-share amounts)


	Three months ended May 31,						Six months ended May 31,						Three months ended February 28,
	2017			2016			2017			2016			2018			2017
Revenue	$	906.1		$	587.9		$	1,750.3		$	1,136.4		$	932.1		$	844.2
Operating expenses:
Cost of revenue	337.7			212.3			664.7			423.1			342.9			327.0
Selling, general and administrative	274.2			207.0			542.2			393.5			290.3			268.0
Depreciation and amortization	122.8			64.3			243.6			124.8			130.6			120.8
Restructuring charges	(0.5		)	7.6			(0.7		)	13.3			—			(0.2		)
Acquisition-related costs	30.4			11.5			62.0			15.3			27.0			31.6
Net periodic pension and postretirement expense	0.4			0.5			0.8			0.8			0.2			0.4
Other expense (income), net	4.3			(0.3		)	5.2			0.9
Other expense, net													1.4			0.9
Total operating expenses	769.3			502.9			1,517.8			971.7			792.4			748.5
Operating income	136.8			85.0			232.5			164.7			139.7			95.7
Interest income	0.6			0.4			1.1			0.7			0.7			0.5
Interest expense	(37.7		)	(27.2		)	(69.5		)	(55.4		)	(46.3		)	(31.8		)
Non-operating expense, net	(37.1		)	(26.8		)	(68.4		)	(54.7		)	(45.6		)	(31.3		)
Income from continuing operations before income taxes and equity in loss of equity method investee	99.7			58.2			164.1			110.0			94.1			64.4
Benefit (provision) for income taxes	1.0			(13.4		)	4.6			(23.8		)
Benefit for income taxes													146.6			3.6
Equity in loss of equity method investee	(1.9		)	—			(3.9		)	—			—			(2.0		)
Income from continuing operations	98.8			44.8			164.8			86.2
Income from discontinued operations, net	—			5.2			—			9.0
Net income	98.8			50.0			164.8			95.2			240.7			66.0
Net loss attributable to noncontrolling interest	0.5			—			0.5			—			0.6			—
Net income attributable to IHS Markit Ltd.	$	99.3		$	50.0		$	165.3		$	95.2		$	241.3		$	66.0

Basic earnings per share:
Income from continuing operations attributable to IHS Markit Ltd.	$	0.25		$	0.19		$	0.41		$	0.36
Income from discontinued operations, net	—			0.02			—			0.04
Net income attributable to IHS Markit Ltd.	$	0.25		$	0.21		$	0.41		$	0.40
Basic earnings per share attributable to IHS Markit Ltd.													$	0.61		$	0.16
Weighted average shares used in computing basic earnings per share	399.7			240.3			403.0			240.1			398.0			406.2

Diluted earnings per share:
Income from continuing operations attributable to IHS Markit Ltd.	$	0.24		$	0.19		$	0.39		$	0.36
Income from discontinued operations, net	—			0.02			—			0.04
Net income attributable to IHS Markit Ltd.	$	0.24		$	0.21		$	0.39		$	0.39
Diluted earnings per share attributable to IHS Markit Ltd.													$	0.59		$	0.16
Weighted average shares used in computing diluted earnings per share	415.6			241.1			418.9			241.8			412.1			422.2

See accompanying notes.

IHS MARKIT LTD.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In millions)


	Three months ended May 31,					Six months ended May 31,						Three months ended February 28,
	2017			2016		2017		2016				2018		2017
Net income	$	98.8		$	50.0	$	164.8	$	95.2			$	240.7	$	66.0
Other comprehensive income, net of tax:
Other comprehensive income (loss), net of tax:
Net hedging activities⁽¹⁾	(1.6		)	2.3		1.4		(1.7		)		4.8		3.0
Foreign currency translation adjustment	152.5			32.4		127.6		10.3				56.4		(24.9		)
Total other comprehensive income	150.9			34.7		129.0		8.6
Total other comprehensive income (loss)												61.2		(21.9		)
Comprehensive income	$	249.7		$	84.7	$	293.8	$	103.8			$	301.9	$	44.1
Comprehensive loss attributable to noncontrolling interest	0.5			—		0.5		—				0.6		—
Comprehensive income attributable to IHS Markit Ltd.	$	250.2		$	84.7	$	294.3	$	103.8			$	302.5	$	44.1
⁽¹⁾Net of tax benefit (expense) of $0.4 million; $(1.5) million; $(0.4) million and $1.1 million for the three and six months ended May 31, 2017 and May 31, 2016, respectively.
⁽¹⁾Net of tax expense of $1.2 million and $0.8 million for the three months ended February 28, 2018 and 2017, respectively.											⁽¹⁾Net of tax expense of $1.2 million and $0.8 million for the three months ended February 28, 2018 and 2017, respectively.

See accompanying notes.

IHS MARKIT LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In millions)


	Six months ended May 31,						Three months ended February 28,
	2017			2016			2018			2017
Operating activities:
Net income attributable to IHS Markit Ltd.	$	165.3		$	95.2
Net income							$	240.7		$	66.0
Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization	243.6			124.8			130.6			120.8
Stock-based compensation expense	139.8			64.5			61.9			75.2
Gain on sale of business	—			(43.3		)
Excess tax benefit from stock-based compensation	—			(0.1		)
Net periodic pension and postretirement expense	0.8			0.8			0.2			0.4
Undistributed earnings of affiliates, net	0.6			—			—			1.4
Pension and postretirement contributions	(1.3		)	(1.7		)	(0.5		)	(0.6		)
Deferred income taxes	(22.5		)	25.6			(187.9		)	8.8
Change in assets and liabilities:
Accounts receivable, net	(10.4		)	13.0			(110.6		)	(16.7		)
Other current assets	(41.4		)	(28.8		)	(20.7		)	(40.9		)
Accounts payable	(13.8		)	(19.9		)	(1.1		)	(12.6		)
Accrued expenses	(96.1		)	(15.6		)	(67.2		)	(68.9		)
Income tax	(11.0		)	24.8			29.3			(21.9		)
Deferred revenue	94.0			80.8			125.3			137.4
Other liabilities	3.7			8.4			2.9			2.3
Net cash provided by operating activities	451.3			328.5			202.9			250.7
Investing activities:
Capital expenditures on property and equipment	(130.5		)	(52.7		)	(55.2		)	(71.7		)
Acquisitions of businesses, net of cash acquired	—			(1,113.4		)
Proceeds from sale of business	—			190.2
Intangible assets acquired							(3.1		)	—
Change in other assets	(0.3		)	4.3			0.1			2.6
Settlements of forward contracts	9.0			(4.1		)	3.1			2.7
Net cash used in investing activities	(121.8		)	(975.7		)	(55.1		)	(66.4		)
Financing activities:
Proceeds from borrowings	1,790.0			1,100.0			745.0			1,395.0
Repayment of borrowings	(1,185.2		)	(270.0		)	(657.0		)	(1,057.5		)
Payment of debt issuance costs	(9.5		)	(15.4		)	(7.0		)	(9.5		)
Excess tax benefit from stock-based compensation	—			0.1
Payments for purchase of noncontrolling interests							(7.7		)	—
Proceeds from the exercise of employee stock options	187.5			—			56.9			97.3
Payments related to tax withholding for stock-based compensation							(76.6		)	(67.0		)
Repurchases of common shares	(1,076.0		)	(106.0		)	(172.5		)	(524.9		)
Net cash (used in) provided by financing activities	(293.2		)	708.7
Net cash used in financing activities							(118.9		)	(166.6		)
Foreign exchange impact on cash balance	(12.7		)	(9.1		)	(6.7		)	(1.8		)
Net increase in cash and cash equivalents	23.6			52.4			22.2			15.9
Cash and cash equivalents at the beginning of the period	138.9			293.1			133.8			138.9
Cash and cash equivalents at the end of the period	$	162.5		$	345.5		$	156.0		$	154.8

See accompanying notes.

IHS MARKIT LTD.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN ~~SHAREHOLDERS’~~ EQUITY

(Unaudited)

(In millions)


	Common Shares				Additional Paid-In Capital											Accumulated Other Comprehensive Loss							Common Shares					Additional Paid-In Capital										Accumulated Other Comprehensive Loss			Total Shareholders’ Equity			Redeemable Noncontrolling Interests
	Shares Outstanding		Amount					Treasury Shares				Retained Earnings				Accumulated Other Comprehensive Loss			Total			Shares Outstanding			Amount			Additional Paid-In Capital			Treasury Shares				Retained Earnings			Accumulated Other Comprehensive Loss			Total Shareholders’ Equity			Redeemable Noncontrolling Interests
Balance at November 30, 2016 (Audited)	415.0		$	4.5	Additional Paid-In Capital	$	7,210.9			$	(499.1	)		$	1,806.9		$	(438.8	)		$	8,084.4
Balance at November 30, 2017 (Audited)																							399.2			$	4.7	$	7,612.1			$	(1,745.0	)		$	2,217.6	$	(85.0	)	$	8,004.4		$	19.1
Repurchases of common shares	(25.5	)	—		—				(1,005.7		)		—			—				(1,005.7		)	(3.9	)		—		—				(172.5		)		—		—			(172.5		)	—
Share-based award activity	1.8		0.1		107.7				(59.1		)		—			—				48.7			2.1			—		(56.8		)		28.2				—		—			(28.6		)	—
Option exercises	7.9		0.1		188.0				—				—			—				188.1			2.4			—		56.5				—				—		—			56.5			—
Net income attributable to IHS Markit Ltd.	—		—		—				—				165.3			—				165.3
Noncontrolling interest activity	—		—		—				—				(1.2		)	—				(1.2		)
Net income (loss)																							—			—		—				—				241.3		—			241.3			(0.6		)
Impact of the Tax Cuts and Jobs Act of 2017																							—			—		—				—				5.9		(5.9		)	—			—
Purchase of noncontrolling interests																							—			—		—				—				—		—			—			(10.1		)
Other comprehensive income	—		—		—				—				—			129.0				129.0			—			—		—				—				—		61.2			61.2			—
Balance at May 31, 2017	399.2		$	4.7	$	7,506.6			$	(1,563.9	)		$	1,971.0		$	(309.8	)		$	7,608.6

Balance at February 28, 2018																							399.8			$	4.7	$	7,611.8			$	(1,889.3	)		$	2,464.8	$	(29.7	)	$	8,162.3		$	8.4

See accompanying notes.

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).

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.

The accompanying unaudited condensed consolidated financial statements of IHS Markit have been prepared on substantially the same basis as our annual consolidated financial statements and should be read in conjunction with our Annual Report on Form 10-K for the year ended November 30, ~~2016.~~2017. 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.

Our business has seasonal aspects. Our ~~fourth quarter typically generates our highest quarterly levels of revenue and profit. Conversely, our~~ first quarter generally has our lowest quarterly levels of revenue and profit. We also experience event-driven seasonality in our business; for instance, CERAWeek, an annual energy conference, ~~was~~is typically held ~~in the first quarter of 2016 and was held early~~ in the second quarter of ~~2017.~~each year. Another example is the biennial release of the Boiler Pressure Vessel Code ~~(BPVC)~~(“BPVC”) engineering standard, which generates revenue for us predominantly in the third quarter of every other year. The most recent BPVC release was in the third quarter of ~~2015 and the next release will be in the third quarter of~~ 2017.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ~~(FASB)~~(“FASB”) issued Accounting Standards Update ~~(ASU)~~(“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.~~2019. We have determined that we will use the modified retrospective transition method upon adoption. We are currently ~~evaluating~~in the contract review and assessment phase of our implementation planning, and are continuing to evaluate 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 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 year 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 2016-09, 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. We early adopted this standard in the first quarter of our fiscal year 2017. As a result of the adoption, we now recognize excess tax benefits or deficiencies associated with stock-based compensation award activity in income tax expense in the consolidated statements of operations. For the three and six months ended May 31, 2017, the excess tax benefit associated with stock-based compensation award activity reduced income tax expense by approximately $9.2 million and $23.2 million, respectively. In addition, we now report excess tax benefits associated with award activity as cash flows from operating activities along with all other income tax cash flows, and we have elected to apply this classification change on a prospective basis. The standard also permitted us to make a policy election about how we account for forfeitures, and we have elected to continue to estimate forfeitures.

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 year 2019, although early adoption is permitted. We are currently evaluating the impact of this new standard on our consolidated financial statements.

In January 2017, the FASB issued ASU 2017-01, which ~~provides additional guidance about what qualifies as~~clarifies the definition of a business ~~combination versus an asset acquisition.~~to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The standard will be effective for us in the first quarter of our fiscal ~~year~~ 2019. We do not expect that the adoption of this ASU will have a significant impact on our consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, which removes Step 2 from the goodwill impairment test. The standard will be effective for us in the first quarter of our fiscal ~~year 2021.~~2021, 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 March 2017, the FASB issued ASU 2017-07, which requires that the service cost component of pension expense be included in the same line item as other compensation costs arising from services rendered by employees, with the other components of pension expense being classified outside of a subtotal of income from operations. The standard will be effective for us in the first quarter of our fiscal year 2019. We do not expect that the adoption of this ASU will have a significant impact on our consolidated financial statements.

In May 2017, the FASB issued ASU 2017-09, which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The standard will be effective for us in the first quarter of our fiscal year 2019. We do not expect that the adoption of this ASU will have a significant impact on our consolidated financial statements.

In August 2017, the FASB issued ASU 2017-12, which provides targeted improvements to the accounting for hedging activities to better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. The standard will be effective for us in the first quarter of our fiscal year 2020, 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 December 2017, the SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”) to provide guidance on the application of U.S. generally accepted accounting principles (“GAAP”) in situations when a registrant does not have the necessary information available, prepared, or analyzed in reasonable detail to finalize the calculations for the income tax effects of the U.S. Tax Cuts and Jobs Act of 2017 (“the Act”). SAB 118 provides entities with a one-year measurement period from the December 22, 2017 enactment date to complete the accounting for the effects of the Act - see Note 8.

In February 2018, the FASB issued ASU 2018-02, which provides entities with the option to eliminate the stranded tax effects associated with the change in tax rates under the Act through a reclassification of the stranded tax effects from accumulated other comprehensive income (“AOCI”) to retained earnings. This ASU is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. We have elected to early adopt this standard in the first quarter of our fiscal year 2018, which resulted in the reclassification of $5.9 million from AOCI to retained earnings.


2.	Business Combinations

~~As described~~In September 2017, we acquired automotiveMastermind Inc. (“aM”), a leading provider of predictive analytics and marketing automation software for the automotive industry. The purchase price consisted of initial cash consideration of approximately $433 million for 78 percent of aM, which includes an estimated $44 million contingent consideration payment based on underlying business performance through January 2018, to be paid in ~~Note 1 above,~~the second quarter of 2018. The contingent consideration liability is recorded within other current liabilities in our consolidated balance sheet. The acquisition of aM helps to fill out our existing automotive offerings by leveraging predictive analytics to improve the buyer experience in the new car dealer market. This acquisition is included in our Transportation segment.

In exchange for the remaining 22 percent of aM, we ~~completed~~issued equity interests in aM’s immediate parent holding company to aM’s founders and certain employees. We will pay cash to acquire these interests over the ~~Merger~~next five years based on ~~July 12, 2016.~~put/call provisions that tie the valuation to underlying adjusted EBITDA performance of aM. Since the purchase of the remaining 22 percent of the business requires continued service of the founders and employees, the arrangement will be treated as compensation expense that will be remeasured based on changes in the fair value of the equity interests; we have classified this expense as acquisition-related costs within the consolidated statements of operations and we have classified the associated accrued liability as other liabilities within the consolidated balance sheets. We have preliminarily estimated a range of $200 million to $225 million of unrecognized compensation expense related to this transaction that will be recognized over a weighted-average recognition period of approximately 4 years.

In September 2017, we also acquired Macroeconomic Advisers, a small independent research firm that specializes in monitoring, analyzing and forecasting developments in the U.S. economy. The purchase price allocation for ~~this business combination~~these acquisitions is ~~still~~ preliminary and may change upon completion of the determination of fair ~~value.~~value of assets acquired and liabilities assumed. The following table summarizes the ~~current~~preliminary purchase price allocation, net of acquired cash, for ~~the Merger~~these two acquisitions (in millions):


			Total
Assets:
Current assets	$	305.6	$	7.3
Property and equipment	61.2		1.1
Intangible assets	3,288.8		113.8
Goodwill	4,281.0		370.7
Other long-term assets	10.5		0.9
Total assets	7,947.1		493.8

Liabilities:
Current liabilities	250.8		4.6
Deferred revenue	230.8		1.4
Deferred taxes	693.7		42.9
Long-term debt	546.5
Other long-term liabilities	17.9
Noncontrolling interest	57.1
Total liabilities and noncontrolling interest	1,796.8

Purchase price, net of cash acquired	$	6,150.3
Total liabilities			48.9
Purchase price			$	444.9


3.	Intangible Assets

The following table presents details of our intangible assets, other than goodwill, as of ~~May 31, 2017~~February 28, 2018 and November 30, ~~2016~~2017 (in millions):


	As of May 31, 2017							As of November 30, 2016							As of February 28, 2018							As of November 30, 2017
	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net
Intangible assets subject to amortization:
Information databases	$	756.9	$	(310.3	)	$	446.6	$	768.0	$	(283.9	)	$	484.1	$	756.4	$	(360.5	)	$	395.9	$	753.7	$	(340.2	)	$	413.5
Customer relationships	2,941.4		(285.8		)	2,655.6		2,910.6		(217.4		)	2,693.2		2,977.3		(387.7		)	2,589.6		2,957.8		(348.6		)	2,609.2
Developed technology	767.5		(46.1		)	721.4		755.4		(20.1		)	735.3		836.7		(88.6		)	748.1		827.6		(73.4		)	754.2
Developed computer software	84.8		(49.4		)	35.4		84.9		(44.9		)	40.0		85.7		(56.6		)	29.1		85.6		(54.3		)	31.3
Trademarks	458.2		(84.7		)	373.5		400.9		(59.8		)	341.1		490.2		(125.7		)	364.5		488.9		(111.4		)	377.5
Other	12.5		(8.7		)	3.8		12.4		(7.5		)	4.9		8.3		(6.9		)	1.4		8.3		(5.7		)	2.6
Total	$	5,021.3	$	(785.0	)	$	4,236.3	$	4,932.2	$	(633.6	)	$	4,298.6
Intangible assets not subject to amortization:
Trademarks	—		—			—		53.2		—			53.2
Total intangible assets	$	5,021.3	$	(785.0	)	$	4,236.3	$	4,985.4	$	(633.6	)	$	4,351.8	$	5,154.6	$	(1,026.0	)	$	4,128.6	$	5,121.9	$	(933.6	)	$	4,188.3

Intangible assets amortization expense was ~~$83.7 million and $168.4~~$89.0 million for the three ~~and six~~ months ended ~~May 31, 2017~~February 28, 2018, ~~respectively,~~ compared to ~~$39.8 million and $76.8~~$84.7 million for the three ~~and six~~ months ended ~~May 31, 2016.~~February 28, 2017. The following table presents the estimated future amortization expense related to intangible assets held as of ~~May 31, 2017~~February 28, 2018 (in millions):

Year Amount
Remainder of 2017 $ 164.6
2018 $ 319.7
2019 $ 305.7
2020 $ 296.2
2021 $ 290.0
Thereafter $ 2,860.1

During the first quarter of 2017, we determined that all of our previously non-amortizing trademarks should be reclassified to amortizing trademarks. We performed a discounted cash flow impairment test at the time of the classification change, and no impairment was indicated as a result of the test.



Year	Amount
Remainder of 2018	$	260.4
2019	$	321.0
2020	$	313.7
2021	$	308.3
2022	$	289.2
Thereafter	$	2,636.0

Goodwill, gross intangible assets, and net intangible assets were all subject to foreign currency translation effects. The change in net intangible assets from November 30, ~~2016~~2017 to ~~May 31, 2017~~February 28, 2018 was primarily due to current year amortization.


4.	Debt

The following table summarizes total indebtedness, including unamortized premiums, as of ~~May 31, 2017~~February 28, 2018 and November 30, ~~2016~~2017 (in millions):


	May 31, 2017			November 30, 2016			February 28, 2018			November 30, 2017
2016 revolving facility	$	962.0		$	1,282.0		$	990.0		$	886.0
2016 term loan:
Tranche A-1	631.4			647.8			606.8			615.0
Tranche A-2	529.4			543.1			508.8			515.6
2017 term loan	500.0			—			—			500.0
5.00% senior notes due 2022	750.0			750.0			750.0			750.0
4.75% senior notes due 2025	500.0			—			815.3			815.8
4.00% senior notes due 2026							500.0			—
Institutional senior notes:
Series A	95.9			95.9			95.7			95.8
Series B	53.7			53.8			53.7			53.7
Share repurchase liability	—			43.4
Debt issuance costs	(43.1		)	(38.3		)	(47.0		)	(42.8		)
Capital leases	5.1			6.2			3.7			4.2
Total debt	$	3,984.4		$	3,383.9		$	4,277.0		$	4,193.3
Current portion	(561.2		)	(104.6		)	(90.9		)	(576.0		)
Total long-term debt	$	3,423.2		$	3,279.3		$	4,186.1		$	3,617.3

2016 revolving facility. In July 2016, we entered into a $1.85 billion senior unsecured revolving credit agreement ~~(2016~~(“2016 revolving ~~facility)~~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)~~(“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~~$1.6 million of outstanding letters of credit under the 2016 revolving facility as of ~~May 31, 2017,~~February 28, 2018, which reduces the available borrowing under the facility by an equivalent amount.

2016 term loan. In July 2016, we entered into a $1.206 billion senior unsecured amortizing term loan agreement ~~(2016~~(“2016 term ~~loan)~~loan”). 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.

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, which is defined as the ratio of Consolidated EBITDA to Consolidated Interest Expense, as such terms are defined in the agreements.

2017 term loan. On January 26, 2017, we entered into a 364-day $500 million senior unsecured term loan ~~(2017~~(“2017 term ~~loan)~~loan”). The 2017 term loan iswas structured as a non-amortizing loan with repayment of principal due at maturity. The interest rates for borrowings under the 2017 term loan ~~are~~were the same as those under the 2016 revolving facility. The 2017 term loan ~~has~~had certain financial covenants that ~~are~~were the same as the 2016 revolving facility and the 2016 term loan, including a maximum Leverage Ratio and minimum Interest Coverage Ratio, as such terms ~~are~~were defined in the agreement. The 2017 term loan was repaid in January 2018 using borrowings from the 2016 revolving facility.

As of February 28, 2018, we had approximately $990.0 million of outstanding borrowings under the 2016 revolving facility at a current annual interest rate of 3.11 percent and approximately $1.116 billion of outstanding borrowings under the 2016 term loans at a current weighted average annual interest rate of 3.59 percent, including the effect of the interest rate swaps described in Note 5.

5.00% senior notes due 2022 ~~(5% Notes)~~(“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, 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~~Notes are not, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction. The new 5% ~~notes~~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 5.00 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 percent of the principal amount of the notes plus the Applicable Premium, as defined in the indenture 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 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. The fair value of the 5% Notes as of ~~May 31, 2017~~February 28, 2018 was approximately ~~$805.4~~$778.1 million.

4.75% notes due 2025 ~~(4.75% Notes)~~(“4.75% Notes”). In February 2017, we issued ~~$500.0~~$500 million aggregate principal amount of senior unsecured notes due 2025 in an offering not subject to the registration requirements of the Securities Act. In July 2017, we issued an additional $300 million aggregate principal amount of the 4.75% Notes at a $16.5 million premium, resulting in an effective interest rate of 3.88 percent. The 4.75% notes have been admitted for trading to the official list of the Channel Islands Securities Exchange Authority. The 4.75% Notes bear interest at a fixed rate of 4.75 percent and mature on February 15, 2025. Interest on the 4.75% Notes is due semiannually on February 15 and August 15 of each year, commencing August 15, 2017. We may redeem the 4.75% Notes in whole or in part at a redemption price equal to 100 percent of the principal amount of the notes plus the Applicable Premium, as defined in the indenture governing the 4.75% 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 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. The fair value of the 4.75% Notes as of ~~May 31, 2017~~February 28, 2018 was approximately ~~$526.3~~$819.0 million.

4.00% notes due 2026 (“4% Notes”). In December 2017, we issued $500 million aggregate principal amount of senior unsecured notes due 2026 in an offering not subject to the registration requirements of the Securities Act. The 4% Notes have been admitted for trading to the official list of the Channel Islands Securities Exchange Authority. The 4% Notes bear interest at a fixed rate of 4.00 percent and mature on March 1, 2026. Interest on the 4% Notes is due semiannually on March 1 and September 1 of each year, commencing March 1, 2018. We may redeem the 4% Notes in whole or in part at a redemption price equal to 100 percent of the principal amount of the notes plus the applicable premium, as defined in the indenture governing the 4% 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 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. The fair value of the 4% Notes as of February 28, 2018 was approximately $485.0 million.

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. In November 2016, we completed an offer to repurchase approximately $350 million of these notes. 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 semiannually 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. We believe that the fair value of the outstanding institutional senior notes as of ~~May 31, 2017~~February 28, 2018 was approximately ~~$146.6~~$146.7 million.

~~Share repurchase liability.~~ ~~In August 2012, Markit executed a share repurchase where the consideration was payable in quarterly installments. As of May 31, 2017, the liability has been fully repaid.~~

As of ~~May 31, 2017,~~February 28, 2018, 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 May 31, 2017, we had approximately $962.0 million of outstanding borrowings under the 2016 revolving facility at a current annual interest rate of 2.52 percent and approximately $1.661 billion of outstanding borrowings under the 2016 and 2017 term loans at a current weighted average annual interest rate of 2.98 percent, including the effect of the interest rate swaps described in Note 5.

The carrying value of our variable rate debt instruments approximate their fair value because of the variable interest rates associated with those instruments. The fair values of the 5% Notes, the 4.75% Notes, the 4% Notes, and the institutional senior notes were measured using observable inputs in markets that are not active; consequently, we have classified those 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)~~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. The hedges of the Singapore Dollar and Indian Rupee-denominated expenses expired in the second quarter of 2017. 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 account 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 May 31, 2017 and November 30, 2016 was approximately $9.9 million and $40.8 million, respectively.

~~Short-term~~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~~amount of these outstanding foreign currency forward contracts was $220.8 million and $261.3 million as of ~~May 31, 2017~~February 28, 2018 and November 30, ~~2016 (in millions):~~

May 31, 2017 November 30, 2016
Notional amount of currency pair:
Contracts to buy USD with CAD $ 34.9
$ 37.2
Contracts to buy CAD with USD C$ 3.4
C$ 6.7
Contracts to buy USD with EUR $ 12.0
$ 8.8
Contracts to buy EUR with USD € 12.0
€ 13.0
Contracts to buy CHF with USD CHF 8.0
CHF 9.0
Contracts to buy EUR with GBP € 9.0
€ 8.0
Contracts to buy GBP with USD £ 177.7
£ 195.7
Contracts to buy NOK with GBP NOK 50.0
NOK 57.0
2017, respectively.

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 ~~May 31, 2017~~February 28, 2018 and November 30, ~~2016~~2017 (in millions):


	Fair Value of Derivative Instruments				Location on consolidated balance sheets	Fair Value of Derivative Instruments				Location on consolidated balance sheets
	May 31, 2017		November 30, 2016			February 28, 2018		November 30, 2017
Assets:
Derivatives designated as accounting hedges:
Foreign currency forwards	$	0.2	$	1.4	Other current assets
Derivatives not designated as accounting hedges:
Foreign currency forwards	2.3		3.8		Other current assets	1.3		2.8		Other current assets
Total	$	2.5	$	5.2		$	1.3	$	2.8

Liabilities:
Derivatives designated as accounting hedges:
Interest rate swaps	$	15.3	$	18.0	Other liabilities	$	2.9	$	8.9	Other liabilities
Foreign currency forwards	—		0.1		Other accrued expenses
Derivatives not designated as accounting hedges:
Foreign currency forwards	1.0		0.6		Other accrued expenses	1.5		1.7		Other accrued expenses
Total	$	16.3	$	18.7		$	4.4	$	10.6

The net (gain) loss on foreign currency forwards that are not designated as hedging instruments for the three ~~and six~~ months ended ~~May 31, 2017~~February 28, 2018 and the three ~~and six~~ months ended ~~May 31, 2016,~~February 28, 2017, respectively, was as follows (in millions):

Amount of (gain) loss recognized in the consolidated statements of operations
Three months ended May 31, Six months ended May 31, Location on consolidated statements of operations
2017 2016 2017 2016
Foreign currency forwards $ (9.7 ) $ 8.8
$ (6.1 ) $ 3.8
Other expense (income), net



	Amount of (gain) loss recognized in the consolidated statements of operations
	Three months ended February 28,					Location on consolidated statements of operations
	2018			2017		Location on consolidated statements of operations
Foreign currency forwards	$	(1.9	)	$	3.6	Other expense, net

The following table provides information about the cumulative amount of unrecognized hedge losses recorded in AOCI, net of tax, as of ~~May 31,~~February 28, 2018 and February 28, 2017, ~~and May 31, 2016,~~ respectively, as well as the activity on our cash flow hedging instruments for the three ~~and six~~ months ended ~~May 31, 2017~~February 28, 2018 and the three ~~and six~~ months ended ~~May 31, 2016,~~February 28, 2017, respectively (in millions):


	Three months ended May 31,						Six months ended May 31,							Three months ended February 28,
	2017			2016			2017			2016				2018			2017
Beginning balance	$	(7.5	)	$	(18.6	)	$	(10.5	)	$	(14.6	)		$	(3.9	)	$	(10.5	)
Amount of gain (loss) recognized in AOCI on derivative:
Amount of gain (loss) recognized in AOCI:
Interest rate swaps	(2.3		)	1.0			(1.1		)	(4.4		)		3.6			1.2
Foreign currency forwards	(0.6		)	—			(0.2		)	—				—			0.4
Amount of loss (gain) reclassified from AOCI into income:
Amount of loss (gain) reclassified from AOCI to income:
Interest rate swaps ⁽¹⁾	1.5			1.4			3.2			2.9				1.2			1.7
Foreign currency forwards ⁽¹⁾	(0.2		)	(0.1		)	(0.5		)	(0.2		)		—			(0.3		)
Amount of loss reclassified from AOCI to retained earnings														(4.2		)	—
Ending balance	$	(9.1	)	$	(16.3	)	$	(9.1	)	$	(16.3	)		$	(3.3	)	$	(7.5	)

(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.
(1) Pre-tax amounts reclassified from AOCI 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.													(1) Pre-tax amounts reclassified from AOCI 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.

~~The unrecognized gains relating to the foreign currency forwards are expected to be reclassified into revenue within the next 12 months, and approximately $5.9~~Approximately $2.3 million of the ~~$15.3~~$2.9 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 three and six months ended May 31, 2017, we made minor revisions to our prior estimates. The following table provides a reconciliation of the restructuring liability, recorded in other accrued expenses, as of May 31, 2017 (in millions):

Employee
Severance and
Other
Termination
Benefits

Contract
Termination
Costs
Other Total
Balance at November 30, 2016 $ 1.0
$ 6.0
$ 0.1
$ 7.1
Add: Restructuring costs incurred —
—
—
—
Revision to prior estimates (0.4 ) (0.3 ) —
(0.7 )
Less: Amount paid (0.6 ) (2.5 ) (0.1 ) (3.2 )
Balance at May 31, 2017 $ —
$ 3.2
$ —
$ 3.2

~~As of May 31, 2017, approximately $1.4 million of the remaining restructuring liability was in the Resources segment, approximately~~ ~~$1.5 million~~ was in the Transportation segment, and approximately $0.3 million was in the CMS segment. Approximately $1.9 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.


7.	Acquisition-related Costs

During the ~~six~~three months ended ~~May 31, 2017,~~February 28, 2018, we ~~eliminated 176 positions and~~ incurred ~~additional direct and incremental~~approximately $27.0 million in costs associated with ~~acquisition-related activities,~~acquisitions, including employee severance charges and retention costs, contract termination costs for facility consolidations, ~~and~~ legal and professional fees, ~~primarily associated with~~and the ~~Merger. We recorded approximately $62.0~~performance compensation expense related to the aM acquisition described in Note 2. Approximately $6.3 million of ~~acquisition-related costs for these activities. Most~~the total charge was allocated to shared services, with $15.9 million of the ~~costs were~~charge recorded in the Transportation segment, $3.0 million in the Financial Services segment, $1.4 million in the CMS segment, and the ~~shared services function.~~

remainder in the Resources segment.

The following table provides a reconciliation of the acquisition-related costs accrued liability, recorded in other accrued expenses, as of ~~May 31, 2017~~February 28, 2018 (in millions):


	Employee Severance and Other Termination Benefits			Contract Termination Costs			Other			Total			Employee Severance and Other Termination Benefits			Contract Termination Costs			Other			Total
Balance at November 30, 2016	$	24.7		$	8.6		$	16.7		$	50.0
Balance at November 30, 2017													$	13.9		$	17.6		$	23.7		$	55.2
Add: Costs incurred	32.4			16.0			13.7			62.1			8.3			0.2			17.3			25.8
Revision to prior estimates	(0.2		)	0.2			(0.1		)	(0.1		)	1.0			0.2			—			1.2
Less: Amount paid	(35.6		)	(10.1		)	(16.4		)	(62.1		)	(14.8		)	(3.1		)	(4.8		)	(22.7		)
Balance at May 31, 2017	$	21.3		$	14.7		$	13.9		$	49.9
Balance at February 28, 2018													$	8.4		$	14.9		$	36.2		$	59.5

As of ~~May 31, 2017,~~February 28, 2018, the ~~$49.9~~$59.5 million remaining liability was primarily in the ~~Financial Services~~Transportation segment and in shared services. We expect that the significant majority of the remaining liability will be ~~substantially~~ paid within the next 12 ~~months.~~months except for the aM acquisition-related performance compensation liability, which was approximately $24.9 million as of February 28, 2018.


8.7.	Stock-based Compensation

Stock-based compensation expense for the three ~~and six~~ months ended ~~May 31, 2017~~February 28, 2018 and ~~May 31, 2016~~February 28, 2017 was as follows (in millions):


	Three months ended May 31,				Six months ended May 31,				Three months ended February 28,
	2017		2016		2017		2016		2018		2017
Cost of revenue	$	21.8	$	1.4	$	37.7	$	2.7	$	18.0	$	15.9
Selling, general and administrative	42.8		30.7		102.1		59.5		43.9		59.3
Total stock-based compensation expense	$	64.6	$	32.1	$	139.8	$	62.2	$	61.9	$	75.2

No stock-based compensation cost was capitalized during the three ~~and six~~ months ended ~~May 31, 2017~~February 28, 2018 and ~~May 31, 2016.~~February 28, 2017.

As of ~~May 31, 2017~~February 28, 2018, there was $~~296.9~~311.1 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 ~~1.8~~2.0 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, including awards with performance and market conditions, during the ~~six~~three months ended ~~May 31, 2017:~~February 28, 2018:


	Shares		Weighted- Average Grant Date Fair Value		Shares		Weighted- Average Grant Date Fair Value
	(in millions)				(in millions)
Balance at November 30, 2016	11.7		$	31.67
Balance at November 30, 2017					10.7		$	35.64
Granted	4.3		$	39.52	3.0		$	47.53
Vested	(4.9	)	$	32.45	(4.5	)	$	33.89
Forfeited	(0.1	)	$	33.07	(0.2	)	$	40.09
Balance at May 31, 2017	11.0		$	34.38
Balance at February 28, 2018					9.0		$	40.36

The total fair value of RSUs and RSAs that vested during the ~~six~~three months ended ~~May 31, 2017~~February 28, 2018 was ~~$187.8~~$211.3 million.

Stock Options. The following table summarizes stock option award activity during the ~~six~~three months ended ~~May 31, 2017,~~February 28, 2018, as well as stock options that are vested and expected to vest and stock options exercisable as of ~~May 31, 2017:~~February 28, 2018:

Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value
(in millions) (in years) (in millions)
Balance at November 30, 2016 39.7

Granted

Exercised (7.9 ) $ 23.80

Forfeited (0.1 ) $ 25.82

Balance at May 31, 2017 31.7
$ 25.16
2.7 656.4
Vested and expected to vest at May 31, 2017 31.1
$ 25.13
2.7 644.5
Exercisable at May 31, 2017 11.9
$ 22.42
1.6 278.1



	Shares		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value
	(in millions)				(in years)	(in millions)
Balance at November 30, 2017	25.3		$	25.69
Exercised	(2.4	)	$	23.55
Forfeited	—		$	—
Balance at February 28, 2018	22.9		$	25.91	2.3	483.3
Vested and expected to vest at February 28, 2018	22.6		$	25.90	2.2	477.3
Exercisable at February 28, 2018	11.2		$	24.95	1.8	248.5

The aggregate intrinsic value amounts in the table above represent the difference between the closing price of our common shares on ~~May 31, 2017~~February 28, 2018 and the exercise price, multiplied by the number of in-the-money stock options as of that date. This represents the value that would have been received by stock option holders if they had all exercised their stock options on ~~May 31, 2017.~~February 28, 2018. In future periods, this amount will change depending on fluctuations in our share price. The total intrinsic value of stock options exercised during the ~~six~~three months ended ~~May 31, 2017~~February 28, 2018 was approximately ~~$132.4~~$56.3 million.


9.8.	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 six~~ months ended ~~May 31, 2017~~February 28, 2018 was negative ~~1.0~~156 percent, ~~and negative 2.8 percent, respectively,~~ compared to ~~23.0 percent and 21.6~~negative 6 percent for the three ~~and six~~ months ended ~~May 31, 2016, respectively.~~February 28, 2017. The ~~decrease in the 2017 rates for continuing operations~~negative 2018 tax rate is primarily due to the ~~early adoption~~estimated one-time tax benefit associated with the Act of ~~ASU No. 2016-09~~approximately $136 million, or 145 percentage points, and excess tax benefits on stock-based compensation of approximately $24 million, or 25 percentage points. The negative 2017 tax rate is primarily due to tax benefits associated with excess tax benefits on stock-based compensation of approximately $14 million, or 22 percentage points.

The Tax Cuts and Jobs Act was enacted on December 22, 2017, which significantly revises U.S. corporate tax law. Among other things, the Act reduces the U.S. federal corporation tax rate to 21 percent and implements a new system of taxation for non-U.S. earnings, including by imposing a one-time transition tax on the deemed repatriation of undistributed earnings of non-U.S. subsidiaries. Other significant changes include U.S. taxes on global intangible low-taxed income (“GILTI”) attributable to foreign subsidiaries and base erosion anti-abuse transactions, limitations on the deductibility of interest expense and executive compensation, and repeal of the deduction for domestic production activities. As a result of our ~~capital structure.~~ current interpretation and estimated impact of the Act, we recorded adjustments totaling a net tax benefit of $136 million in the first quarter of 2018 to provisionally account for the estimated impact. This amount included a provisional estimate for the transition tax of $38 million, which will be payable over eight years, starting in 2019, and a provisional estimate decreasing net deferred tax liabilities by $174 million, resulting from the future reduction in the federal corporate income tax rate.

As of February 28, 2018, we have not completed our accounting for the tax effects of enactment of the Act because all of the necessary information is not currently available, prepared, or analyzed. As such, the amounts we have recorded are provisional estimates and as permitted by SAB 118, we will continue to assess the impacts of the Act and may record additional provisional amounts or adjustments to provisional estimates during fiscal year 2018. We expect to complete the accounting for these impacts of tax reform within the measurement period in accordance with SAB 118 as we complete our analysis and receive additional guidance from the Internal Revenue Service pertaining to the Act.

As a result of the Act, all previously undistributed foreign earnings have now been subjected to U.S. tax; however, we currently intend to continue to indefinitely reinvest these earnings outside the U.S. and accordingly, we have not provided non-U.S. deferred income taxes on these indefinitely reinvested earnings. It is not practicable to determine the amount of non-U.S. deferred taxes that might be required to be provided if such earnings were distributed in the future, due to complexities in the tax laws and in the hypothetical calculations that would have to be made.

We have not yet made a policy election with respect to our treatment of GILTI. We can either account for taxes on GILTI as incurred or recognize deferred taxes when basis differences exist that are expected to affect the amount of GILTI inclusion upon reversal. We are still in the process of analyzing the provisions of the Act associated with GILTI and the expected impact of GILTI on our consolidated financial statements.


~~10.~~9.	Commitments and Contingencies

From time to time, ~~we are involved in litigation~~ in the ordinary course of our business, we are involved in various legal, regulatory or administrative proceedings, lawsuits, government investigations, 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, investigations, claims, ~~or contingencies that may arise related to matters occurring prior to our acquisition of businesses, such~~and requests for information and take appropriate action as ~~the matter described below.~~necessary. At the present time, ~~primarily because the matters are generally in early stages,~~ we can give no assurance as to the outcome of any such pending ~~litigation to which we are currently a party~~proceedings, lawsuits, investigations, 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 ~~against these claims.~~in all matters.

On April 23, 2013 (prior to our acquisition of R.L. Polk & Co.), our CARFAX subsidiary ~~(CARFAX)~~(“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. The plaintiffs have appealed the decision. On January 13, 2017, another group of auto and light truck dealers filed a complaint in the U.S. District Court for the Southern District of New York on substantially the same claims as described above. The complaint seeks three times the actual damages that a jury finds the plaintiffs have sustained, injunctive relief, costs, and attorneys’ fees. The court has stayed the case pending the outcome of the appeal of the first case described above.

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.


~~11.~~10.	Common Shares and Earnings per Share

Weighted-average shares outstanding for the three ~~and six~~ months ended ~~May 31, 2017~~February 28, 2018 and ~~May 31, 2016~~February 28, 2017 were calculated as follows (in millions):


	Three months ended May 31,		Six months ended May 31,		Three months ended February 28,
	2017	2016	2017	2016	2018	2017
Weighted-average shares outstanding:
Shares used in basic EPS calculation	399.7	240.3	403.0	240.1	398.0	406.2
Effect of dilutive securities:
RSUs/RSAs	4.1	0.8	4.9	1.7	4.5	5.7
Stock options	11.8	—	11.0	—	9.6	10.3
Shares used in diluted EPS calculation	415.6	241.1	418.9	241.8	412.1	422.2

Share Repurchase Programs

~~In August 2016, our~~Our Board of Directors has authorized a share repurchase program of up to ~~$1.5~~$3.25 billion of IHS Markit common shares ~~from September 29, 2016~~ through November 30, ~~2017,~~2019, 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. ~~In January 2017, our Board of Directors increased the size of the program to up to $2.25 billion of IHS Markit common shares and extended the program’s termination date to May 31, 2018.~~ This ~~current~~ 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 this program, we are authorized to repurchase our common shares on the open market from time to time, in privately negotiated transactions, or through accelerated share repurchase (ASR) agreements, subject to availability of common shares, price, market conditions, alternative uses of capital, and applicable regulatory requirements, at management’s discretion. As of ~~May 31, 2017,~~February 28, 2018, we had ~~$991.5 million~~$1.507 billion remaining available to repurchase under the program.

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.

~~In December 2016,~~For the three months ended February 28, 2018, we ~~funded a $250~~repurchased approximately $249 million ~~ASR agreement with a scheduled termination date in the first quarter~~ of ~~2017. Upon funding of the ASR, we received an initial delivery of 5.565 million shares. At the completion of the ASR on February 13, 2017, we received an additional 1.240 million shares.~~common shares under these programs.

In March ~~2017,~~2018, we funded a ~~$200~~$500 million ASR agreement with a scheduled termination date in the second quarter of ~~2017.~~2018. Upon funding of the ASR, we received an initial delivery of ~~4.020~~8.5 million shares. AtThe total number of shares ultimately to be repurchased under this ASR will generally be based on the ~~completion~~daily volume-weighted average price of the shares during the calculation period for the ASR, ~~on April 24, 2017,~~less an agreed discount. At final settlement, we ~~received an~~may be entitled to receive additional ~~0.839 million shares.~~

~~During~~shares, or, under certain limited circumstances, be required to deliver shares to the ~~six months ended May 31, 2017, we have also repurchased approximately $556 million, or 13.888 million shares, on the open market and in privately negotiated transactions.~~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.


~~12.~~11.	Accumulated Other Comprehensive Income (Loss)

The following table summarizes the changes in AOCI by component (net of tax) for the ~~six~~three months ended ~~May 31, 2017~~February 28, 2018 (in millions):


	Foreign currency translation			Net pension and OPEB liability			Unrealized losses on hedging activities			Total			Foreign currency translation			Net pension and OPEB liability			Unrealized losses on hedging activities			Total
Balance at November 30, 2016	$	(413.9	)	$	(14.4	)	$	(10.5	)	$	(438.8	)
Balance at November 30, 2017													$	(68.1	)	$	(13.0	)	$	(3.9	)	$	(85.0	)
Other comprehensive income (loss) before reclassifications	127.6			—			(1.3		)	126.3			56.4			—			3.6			60.0
Reclassifications from AOCI to income	—			—			2.7			2.7			—			—			1.2			1.2
Balance at May 31, 2017	$	(286.3	)	$	(14.4	)	$	(9.1	)	$	(309.8	)
Reclassifications from AOCI to retained earnings													—			(1.7		)	(4.2		)	(5.9		)
Balance at February 28, 2018													$	(11.7	)	$	(14.7	)	$	(3.3	)	$	(29.7	)


~~13.~~12.	Segment Information

We prepare our financial reports and analyze our business results within our four operating segments: Resources, Transportation, CMS, and Financial Services. We evaluate revenue performance at the segment level and also by transaction type. No single customer accounted for 10 percent or more of our total revenue for the three ~~and six~~ months ended ~~May 31, 2017~~February 28, 2018 and ~~May 31, 2016.~~February 28, 2017. There are no material inter-segment revenues for any period presented. Our shared services function includes corporate transactions that are not allocated to the reportable segments, including net periodic pension and postretirement expense, as well as certain corporate functions such as investor relations, procurement, corporate development, and portions of finance, legal, and marketing.

We evaluate segment operating performance at the Adjusted EBITDA level for each of ~~the~~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 May 31,						Six months ended May 31,						Three months ended February 28,
	2017			2016			2017			2016			2018			2017
Revenue
Resources	$	223.8		$	221.1		$	420.7		$	437.0		$	205.3		$	196.9
Transportation	242.3			230.9			467.2			430.6			269.6			224.9
CMS	130.6			135.9			257.1			268.8			137.6			126.5
Financial Services	309.4			—			605.3			—			319.6			295.9
Total revenue	$	906.1		$	587.9		$	1,750.3		$	1,136.4		$	932.1		$	844.2

Adjusted EBITDA
Resources	$	99.7		$	93.5		$	179.7		$	180.9		$	84.9		$	80.0
Transportation	98.2			90.6			188.0			164.0			109.7			89.8
CMS	31.7			30.8			60.3			58.3			31.8			28.6
Financial Services	138.8			—			268.0			—			145.4			129.2
Shared services	(15.5		)	(14.4		)	(22.9		)	(22.9		)	(12.5		)	(7.4		)
Total Adjusted EBITDA	$	352.9		$	200.5		$	673.1		$	380.3		$	359.3		$	320.2

Reconciliation to the consolidated statements of operations:
Interest income	0.6			0.4			1.1			0.7			0.7			0.5
Interest expense	(37.7		)	(27.2		)	(69.5		)	(55.4		)	(46.3		)	(31.8		)
Benefit (provision) for income taxes	1.0			(13.4		)	4.6			(23.8		)
Benefit for income taxes													146.6			3.6
Depreciation	(39.1		)	(24.5		)	(75.2		)	(48.0		)	(41.6		)	(36.1		)
Amortization related to acquired intangible assets	(83.7		)	(39.8		)	(168.4		)	(76.8		)	(89.0		)	(84.7		)
Stock-based compensation expense	(64.6		)	(32.1		)	(139.8		)	(62.2		)	(61.9		)	(75.2		)
Restructuring charges	0.5			(7.6		)	0.7			(13.3		)	—			0.2
Acquisition-related costs	(30.4		)	(11.5		)	(62.0		)	(15.3		)	(12.1		)	(31.6		)
Acquisition-related performance compensation													(14.9		)	—
Share of joint venture results not attributable to Adjusted EBITDA	0.4			—			0.8			—			—			0.4
Adjusted EBITDA attributable to noncontrolling interest	(0.6		)	—			(0.1		)	—			0.5			0.5
Income from discontinued operations, net	—			5.2			—			9.0
Net income attributable to IHS Markit Ltd.	$	99.3		$	50.0		$	165.3		$	95.2		$	241.3		$	66.0

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


	Three months ended May 31,				Six months ended May 31,				Three months ended February 28,
	2017		2016		2017		2016		2018		2017
Recurring fixed revenue	$	630.6	$	462.0	$	1,247.7	$	905.2	$	683.3	$	617.1
Recurring variable revenue	116.0		—		222.4		—		117.1		106.4
Non-recurring revenue	159.5		125.9		280.2		231.2		131.7		120.7
Total revenue	$	906.1	$	587.9	$	1,750.3	$	1,136.4	$	932.1	$	844.2


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)~~(“MD&A”) is intended to help the reader understand the financial condition and results of operations of IHS Markit Ltd. ~~(IHS~~(“IHS Markit, ~~we, us,~~” “we,” “us,” or ~~our)~~“our”) as of and for the periods presented. The following discussion should be read in conjunction with our ~~2016~~2017 Annual Report on Form 10-K and the Condensed Consolidated Financial Statements and accompanying notes included in this Quarterly Report on Form 10-Q. References to ~~2017~~2018 are to our fiscal year ~~2017,~~2018, which began on December 1, ~~2016~~2017 and ends on November 30, ~~2017.~~

The comparability of our operating results for the three and six months ended May 31, 2017 to the same periods in fiscal year 2016 is significantly affected by the July 12, 2016 merger between IHS Inc. and Markit Ltd (Merger). As a result of the Merger, we created a new Financial Services segment, which consists entirely of Markit’s business. Comparative analysis for the Financial Services segment for the three and six months ended May 31, 2017 is compared to pre-Merger results for the three and six months ended June 30, 2016 for Markit Ltd., the predecessor company to IHS Markit Ltd.2018.

Executive Summary

Business Overview

We are a world leader in critical information, analytics, and 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, improving their operational efficiency and providing deep insights that lead to well-informed, confident decisions. We have more than 50,000 ~~key~~ business and government customers, including 8580 percent of the Fortune Global 500 and the world’s leading financial institutions. Headquartered in London, we are committed to sustainable, profitable growth.

To best serve our customers, we are organized into the following four ~~industry- and workflow-focused~~industry-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);~~Telecom; and Economics & Country Risk ~~(ECR)~~ product offerings; and

Financial Services, which includes our financial Information, Processing, and Solutions product offerings.

We believe that this ~~sales and operating model~~organization 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 ~~more than 80~~approximately 86 percent of our total revenue infor the three ~~and six~~ months ended ~~May 31,~~February 28, 2018 and February 28, 2017. Our recurring revenue is generally stable and predictable, and we have long-term relationships with many of our customers.

For ~~2017,~~2018, we ~~are primarily focusing~~continue to focus our efforts on the following actions:

Integrate organizational structure. We ~~are in the process~~have completed a significant portion of ~~completing~~our key merger integration activities, primarily related to our shared services and corporate organization. We intend to continue to integrate our people, platforms, processes, and products in a manner that allows us to take advantage of revenue and cost synergies that will strengthen the effectiveness and efficiency of our business operations.

Innovate and develop new product offerings. We expect to continue to create new commercial offerings from our existing data sets, converting core information to higher value analytics. Our investment priorities for new product offerings are primarily in energy, ~~transportation,~~automotive, financial services, and product design, and we intend to continue to invest across the business to increase our customer value proposition.

~~Simplify~~Balance capital allocation. ~~We are focusing~~In 2018, we expect to focus our capital allocation strategy primarily on ~~shareholder return~~returning capital to shareholders through share repurchases. Longer term, we expect to balance capital allocation between ~~returning capital to shareholders through consistent~~ share repurchases ~~and mergers~~ and acquisitions, focused primarily on ~~fewer deals~~targeted transactions in our core end markets that will allow us to continue to build out our strategic position.

Key Performance Indicators

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)~~(“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 acquisitive 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 2017 reported results versus 2016 results in the acquisitive category, but have broken out their results in the organic, acquisitive (for acquisitions within the past 12 months completed by 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 relatively fixed fee for services delivered over the life of the contract. The fixed fee is typically paid annually ~~semiannually,~~ or ~~quarterly~~more periodically 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. ~~For the three and six months ended May 31, 2017, this~~Recurring variable revenue was derived entirely from the Financial Services ~~segment.~~segment for all periods presented.

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 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 net income or operating cash flow as an indicator of operating performance or any other U.S. GAAP measure. Throughout this MD&A, we provide reconciliations of these non-GAAP financial measures to the most directly comparable U.S. 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 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 and performance compensation, 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.

Non-GAAP measures are frequently used by securities analysts, investors, and other interested parties in their evaluation of companies comparable to us, 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 U.S. GAAP financial disclosures. For example, a company with higher U.S. 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. 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 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.

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

~~Second~~First quarter ~~2017~~2018 revenue increased 5410 percent compared to the ~~second~~first quarter of ~~2016~~2017~~, and year-to-date 2017 revenue also increased 54 percent compared to the year-to-date 2016 period.~~. The table below displays the percentage change in revenue due to organic, acquisitive, and foreign currency factors when comparing the three ~~and six~~ months ended ~~May 31, 2017~~February 28, 2018 to the three ~~and six~~ months ended ~~May 31, 2016~~February 28, 2017. Markit’s revenue of approximately $309 million and $605 million for the three and six months ended May 31, 2017, respectively, less the $15 million and $26 million increases from the respective comparable 2016 periods, has been included in the calculation of acquisitive growth in the table immediately below, and then the components of Markit’s revenue growth versus the prior year have been included in their related factors in the tables further below.

Change in Total Revenue
Organic Acquisitive
Foreign
Currency
Second quarter 2017 vs. second quarter 2016 5 % 51 % (2 )%
Year-to-date 2017 vs. year-to-date 2016 3 % 53 % (2 )%



	Change in Total Revenue
	Organic		Acquisitive		Foreign Currency
First quarter 2018 vs. first quarter 2017	6	%	2	%	2	%

~~Reported~~We saw broad-based organic revenue growth across all four of our segments for the three ~~and six~~ months ended ~~May 31, 2017~~February 28, 2018, compared to the three ~~and six~~ months ended ~~May 31, 2016, was 5 percent~~February 28, 2017, with particular strength in Transportation and ~~3 percent, respectively. After normalizing for the timing of a Resource conference event~~Financial Services and ~~a Transportation conference event, both of which occurred~~improving performance in ~~different quarters in 2017 compared to 2016, organic revenue growth for the second quarter of 2017 was 3 percent. The organic revenue increase for the three~~Resources and six months ended May 31, 2017 was primarily attributable to a combination of slight core IHS revenue growth and an 8 percent increase in core Markit revenue growth. Our Transportation segment continued to perform very well, and while our ResourcesCMS.

revenue declined on a normalized basis, we saw improving sales levels in the second quarter of 2017 as annual contract value (ACV) began to stabilize. Our CMS organic revenue declined slightly for the three and six months ended May 31, 2017.

Acquisitive revenue growth for the three ~~and six~~ months ended ~~May 31, 2017~~February 28, 2018, compared to the three ~~and six~~ months ended ~~May 31, 2016,~~February 28, 2017, was primarily due to the ~~Merger, but was also impacted by~~aM acquisition in the ~~CARPROOF and OPIS acquisitions from the first~~fourth quarter of ~~2016.~~2017.

Foreign currency effects had ~~an adverse effect~~a 2 percent impact on ~~our year-over-year~~ revenue growth asfor the ~~U.S. dollar continued~~three months ended February 28, 2018, compared to ~~maintain its strength against~~the same respective period in 2017. Due to the extent of our global operations, foreign ~~currencies, particularly~~currency movements could continue to positively or negatively affect our results in the ~~British Pound as a result of Brexit.~~future.

Revenue by Segment


	Three months ended May 31,				Percentage Change			Six months ended May 31,					Percentage Change			Three months ended February 28,					Percentage Change
(In millions, except percentages)	2017		2016				2017			2016			Percentage Change		2018			2017			Percentage Change
Revenue:					Percentage Change
Resources	$	223.8	$	221.1	1	%		$	420.7		$	437.0	(4	)%		$	205.3		$	196.9	4	%
Transportation	242.3		230.9		5	%		467.2			430.6		8	%		269.6			224.9		20	%
CMS	130.6		135.9		(4	)%		257.1			268.8		(4	)%		137.6			126.5		9	%
Financial Services	309.4		—		N/A			605.3			—		N/A			319.6			295.9		8	%
Total revenue	$	906.1	$	587.9	54	%		$	1,750.3		$	1,136.4	54	%		$	932.1		$	844.2	10	%

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


	Increase (decrease) in revenue												Increase (decrease) in revenue
	Second quarter 2017 vs. second quarter 2016						Year-to-date 2017 vs. year-to-date 2016						First quarter 2018 vs. first quarter 2017
	Organic		Acquisitive		Foreign Currency		Organic		Acquisitive		Foreign Currency		Organic		Acquisitive		Foreign Currency
Resources	3	%	—	%	(1	)%	(6	)%	3	%	(1	)%	3	%	—	%	1	%
Transportation	6	%	—	%	(1	)%	8	%	1	%	(1	)%	10	%	7	%	2	%
CMS	(1	)%	—	%	(2	)%	(2	)%	—	%	(3	)%	5	%	1	%	2	%
Financial Services	8	%	—	%	(3	)%	8	%	—	%	(3	)%	6	%	—	%	3	%

Resources revenue for the three ~~and six~~ months ended ~~May 31, 2017~~February 28, 2018, compared to the three ~~and six~~ months ended ~~May 31, 2016, continued~~February 28, 2017, experienced positive organic revenue growth as our upstream energy results continue to ~~be negatively affected by the significant headwinds in the energy industries. On a constant currency basis,~~improve and our chemicals, PGCR, and downstream pricing results remain strong. Our Resources ~~ACV,~~annual contract value (“ACV”), which represents the annualized value of recurring revenue contracts, ~~increased~~was approximately ~~$2 million sequentially from the first quarter of 2017. The second quarter 2017 organic revenue increase was due in part~~flat compared to the ~~shift in timing~~beginning of ~~our annual CERAWeek conference from~~ the first quarter in 2016 to the second quarter in 2017. Normalizing for CERAWeek, Resources non-recurring organic revenue growth for the second quarter of 2017 was 5 percent, and Resources total organic revenue declined 4 percent. We believe we will see continued improvement in Resources due to a more stable price environment, more favorable capital spending budgets than in previous years, and improving consulting performance.year.

Transportation revenue for the three ~~and six~~ months ended ~~May 31, 2017~~February 28, 2018, compared to the three ~~and six~~ months ended ~~May 31, 2016,~~February 28, 2017, continued to experience solid organic recurring and non-recurring growth, led primarily by our automotive product ~~offerings, with moderating growth in the other transportation product categories.~~offerings. We continue to see strong organic growth in our automotive product category ~~due to continued penetration~~for both our new and ~~new products within our~~ used car product offerings, and we expect to benefit from continued innovation around our new car product offerings as a result of new automotive technologies, global regulatory pressure to curb fuel consumption and emissions, and the increasing use of digital marketing. Normalizing for the change in timingofferings. Specific drivers of the ~~Transportation conference event, organic revenue growth for the second quarter of 2017 was 8 percent.~~strong performance in automotive includes our vehicle history report and used car listing services, supply chain forecasting, vehicle emissions analytics, digital marketing, and recall services.

CMS revenue for the three ~~and six~~ months ended ~~May 31, 2017~~February 28, 2018, compared to the three ~~and six~~ months ended ~~May 31, 2016, experienced a slight organic revenue decline primarily due to~~February 28, 2017, increased as we see benefits from improving end markets and operational changes we have made over the ~~loss of a large RootMetrics customer late in the first quarter of 2016 and continued product rationalization within our TMT product offerings.~~past two years.

Financial Services revenue for the three ~~and six~~ months ended ~~May 31, 2017,~~February 28, 2018, compared to the three ~~and six~~ months ended ~~May 31, 2016,~~February 28, 2017, experienced ~~solid organic revenue growth~~strength across our Information product offerings and our Solutions product offerings, with some moderation in ~~all areas.~~our Processing product offerings. Within ~~the~~our Information product offerings, revenue growth was

~~supported~~ led by ~~steady~~our indices offerings, with solid growth ~~across a range of products, with particular strength~~ in ~~both~~ our ~~index~~valuation services, equities and bond pricing ~~products,~~offerings as ~~well as our valuation services.~~well. Solutions product offerings growth was driven by ~~improved levels of non-recurring software license revenue and improved managed services revenue following the launch of new~~our regulatory and compliance ~~products in the fourth quarter of 2016.~~solutions, as well as loan servicing platform growth. Our Processing product offerings ~~continued~~declined slightly during the three months ended February 28, 2018, compared to ~~deliver~~the three months ended February 28, 2017, with decreased derivatives processing more than offsetting slight increases in loan processing due to a difficult comparison to the strong ~~growth, driven by increased loan market activity.~~results in the prior year.

Revenue by Transaction Type


	Three months ended May 31,						Percent change				Six months ended May 31,						Percent change				Three months ended February 28,						Percent change
(in millions, except percentages)	2017			2016			Total		Organic		2017			2016			Total		Organic		2018			2017			Total		Organic
Revenue:
Recurring fixed	$	630.6		$	462.0		36	%	2	%	$	1,247.7		$	905.2		38	%	1	%	$	683.3		$	617.1		11	%	6	%
Recurring variable	116.0			—			N/A		14	%	222.4			—			N/A		13	%	117.1			106.4			10	%	7	%
Non-recurring	159.5			125.9			27	%	12	%	280.2			231.2			21	%	4	%	131.7			120.7			9	%	8	%
Total revenue	$	906.1		$	587.9		54	%	5	%	$	1,750.3		$	1,136.4		54	%	3	%	$	932.1		$	844.2		10	%	6	%

As a percent of total revenue:
Recurring fixed	70		%	79		%					71		%	80		%					73		%	73		%
Recurring variable	13		%	—		%					13		%	—		%					13		%	13		%
Non-recurring	18		%	21		%					16		%	20		%					14		%	14		%

Recurring fixed revenue organic growth ~~was up slightly~~increased measurably for the three ~~and six~~ months ended ~~May 31, 2017,~~February 28, 2018, compared to the three ~~and six~~ months ended ~~May 31, 2016,~~February 28, 2017, with Transportation and Financial Services recurring offerings providing the largest contribution to the growth, ~~Resources recurring offerings declining as a result of the trailing 12-month reduction~~good results in CMS, and improving growth in the ~~ACV base, minimal CMS growth, and stable Financial Services growth.~~Resources segment. Recurring variable revenue was composed entirely of Financial Services revenue, with strong ~~double-digit~~ organic growth coming from ~~each of~~ our Information and Solutions product offering categories, ~~within that segment, led~~offset by lower Processing ~~product offerings.~~revenue.

Non-recurring organic revenue increases for the three ~~and six~~ months ended ~~May 31, 2017,~~February 28, 2018, compared to the three ~~and six~~ months ended ~~May 31, 2016,~~February 28, 2017, were ~~primary~~primarily due to ~~the~~ continued strength in the Transportation segment and ~~a strong contribution~~positive contributions from ~~Financial Services, partially offset by continued challenges in CMS.~~the Resources ~~on a normalized basis had negative non-recurring organic revenue growth in the first quarter, but had positive growth in the second quarter, primarily from strength in the CERAWeek conference event.~~

and CMS segments.

Operating Expenses

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


	Three months ended May 31,						Percentage Change			Six months ended May 31,								Percentage Change		Three months ended February 28,						Percentage Change
(In millions, except percentages)	2017			2016					2017				2016				2018				2017					Percentage Change
Operating expenses:							Percentage Change											Percentage Change
Cost of revenue	$	337.7		$	212.3		59	%		$	664.7			$	423.1			57	%	$	342.9		$	327.0		5	%
SG&A expense	274.2			207.0			32	%		542.2				393.5				38	%	290.3			268.0			8	%
Total cost of revenue and SG&A expense	$	611.9		$	419.3		46	%		$	1,206.9			$	816.6			48	%	$	633.2		$	595.0		6	%

Depreciation and amortization expense	$	122.8		$	64.3		91	%		$	243.6			$	124.8			95	%	$	130.6		$	120.8		8	%

As a percent of revenue:
Total cost of revenue and SG&A expense	68		%	71		%				69		%		72		%				68		%	70		%
Depreciation and amortization expense	14		%	11		%				14		%		11		%				14		%	14		%

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. The ~~significant~~ increases in absolute total cost of revenue and SG&A expense was primarily due to the ~~Merger~~aM acquisition and ~~to a much lesser extent, the CARPROOF and OPIS acquisitions in the first quarter of 2016.~~foreign currency effects. As a percentage of revenue, total cost of revenue and SG&A expense declined primarily because of ~~the higher margin Financial Services segment,~~strong organic revenue growth in 2018, as well as ongoing cost management and rationalization efforts associated with acquisition integration.

Within our cost of revenue and SG&A expense, stock-based compensation expense ~~increased~~decreased by approximately ~~$33~~$13 million ~~and $78 million in~~for the three ~~and six~~ months ended ~~May 31, 2017, respectively,~~February 28, 2018, compared to the ~~three and six months ended May 31, 2016, primarily~~same period in 2017, as a result of ~~the assumption and revaluation of legacy Markit outstanding awards at the Merger date and the~~fewer award grants in 2018, limited acceleration of ~~certain~~ share awards associated with severance activities, ~~post-Merger.~~and fewer shares still vesting from pre-Markit merger awards.

Depreciation and Amortization Expense

For the three ~~and six~~ months ended ~~May 31, 2017~~February 28, 2018, compared to the three ~~and six~~ months ended ~~May 31, 2016,~~February 28, 2017, depreciation and amortization expense increased on ~~both~~ an absolute ~~and percentage of revenue~~ basis primarily because of ~~intangible assets associated with~~ the ~~Merger and the first quarter 2016 acquisitions~~aM acquisition, but was relatively flat on a percentage of ~~CARPROOF and OPIS.~~revenue basis.

Acquisition-related Costs

Please refer to Note 76 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 three ~~and six~~ months ended ~~May 31, 2017,~~February 28, 2018, we recorded approximately ~~$62~~$27 million of direct and incremental costs associated with acquisition-related activities, including employee severance charges and retention costs, contract termination costs for facility consolidations, ~~and~~ legal and professional fees, ~~primarily associated with~~and performance compensation expense related to the ~~Merger.~~

aM acquisition.

Segment Adjusted EBITDA


	Three months ended May 31,						Percentage Change			Six months ended May 31,							Percentage Change			Three months ended February 28,							Percentage Change
(In millions, except percentages)	2017			2016					2017				2016						2018				2017
Adjusted EBITDA:
Resources	$	99.7		$	93.5		7	%		$	179.7			$	180.9		(1	)%		$	84.9			$	80.0		6	%
Transportation	98.2			90.6			8	%		188.0				164.0			15	%		109.7				89.8			22	%
CMS	31.7			30.8			3	%		60.3				58.3			3	%		31.8				28.6			11	%
Financial Services	138.8			—			N/A			268.0				—			N/A			145.4				129.2			13	%
Shared services	(15.5		)	(14.4		)				(22.9		)		(22.9		)				(12.5		)		(7.4		)
Total Adjusted EBITDA	$	352.9		$	200.5		76	%		$	673.1			$	380.3		77	%		$	359.3			$	320.2		12	%

As a percent of segment revenue:
Resources	45		%	42		%				43		%		41		%				41		%		41		%
Transportation	41		%	39		%				40		%		38		%				41		%		40		%
CMS	24		%	23		%				23		%		22		%				23		%		23		%
Financial Services	45		%	N/A						44		%		N/A						46		%		44		%

For the three ~~and six~~ months ended ~~May 31, 2017,~~February 28, 2018, compared to the three ~~and six~~ months ended ~~May 31, 2016,~~February 28, 2017, Adjusted EBITDA increased primarily due to the ~~Merger, and~~leverage in our business model, as incremental revenue drives higher margins. We also continue to ~~a lesser extent, the CARPROOF and OPIS acquisitions in the first quarter of 2016, as well as continued~~focus our efforts on cost management ~~efforts.~~to improve overall margins. Resources segment Adjusted EBITDA increased ~~in the second quarter of 2017~~ due to ~~the shift in timing of our annual CERAWeek conference from the first quarter in 2016~~a return to ~~the second quarter in 2017, but was largely unchanged for the year-to-date period.~~revenue growth. Transportation segment Adjusted EBITDA ~~increased~~continued to increase because of high revenue growth that flowed through to segment Adjusted EBITDA. Financial Services segment Adjusted EBITDA growth was primarily due to the margin flow-through from strong revenue growth.

As a percentage of revenue, Adjusted EBITDA ~~for the Resources segment improved as a result of cost management~~continued to improve due to margin expansion from revenue growth and ~~shared services rationalization efforts associated with Merger~~continued integration ~~activity, while~~and business leveraging efforts. Transportation’s Adjusted EBITDA ~~increased primarily because of the~~ margin ~~flow through from high revenue growth. The CMS growth~~increase was ~~largely due to cost management and product rationalization efforts.~~compressed by low aM margins.

Provision for Income Taxes

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

The Tax Cuts and Jobs Act was enacted on December 22, 2017, which significantly revises U.S. corporate tax law. Among other things, the Act reduces the U.S. federal corporation tax rate to 21 percent and implements a new system of taxation for non-U.S. earnings, including by imposing a one-time transition tax on the deemed repatriation of undistributed earnings of non-U.S. subsidiaries. Other significant changes include U.S. taxes on global intangible low-taxed income (“GILTI”) attributable to foreign subsidiaries and base erosion anti-abuse transactions, limitations on the deductibility of interest expense and executive compensation, and repeal of the deduction for domestic production activities. As a result of our ~~capital structure.~~current interpretation and estimated impact of the Act, we recorded adjustments totaling a net tax benefit of $136 million in the first quarter of 2018 to provisionally account for the estimated impact. This amount included a provisional estimate for the transition tax of $38 million, which will be payable over eight years, starting in 2019, and a provisional estimate decreasing net deferred tax liabilities by $174 million, resulting from the future reduction in the federal corporate income tax rate.

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 six~~ months ended ~~May 31, 2017~~February 28, 2018 and ~~May 31, 2016.~~February 28, 2017.


	Three months ended May 31,						Percentage Change			Six months ended May 31,							Percentage Change			Three months ended February 28,							Percentage Change
(In millions, except percentages)	2017			2016					2017				2016				Percentage Change		2018				2017				Percentage Change
Net income attributable to IHS Markit Ltd.	$	99.3		$	50.0		Percentage Change	99	%		$	165.3			$	95.2		74	%		$	241.3			$	66.0		266	%
Interest income	(0.6		)	(0.4		)				(1.1		)		(0.7		)				(0.7		)		(0.5		)
Interest expense	37.7			27.2						69.5				55.4						46.3				31.8
(Benefit) Provision for income taxes	(1.0		)	13.4						(4.6		)		23.8						(146.6		)		(3.6		)
Depreciation	39.1			24.5						75.2				48.0						41.6				36.1
Amortization	83.7			39.8						168.4				76.8						89.0				84.7
EBITDA	$	258.2		$	154.5		67	%		$	472.7			$	298.5		58	%		$	270.9			$	214.5		26	%
Stock-based compensation expense	64.6			32.1						139.8				62.2						61.9				75.2
Restructuring charges	(0.5		)	7.6						(0.7		)		13.3						—				(0.2		)
Acquisition-related costs	30.4			11.5						62.0				15.3						12.1				31.6
Acquisition-related performance compensation																				14.9				—
Share of joint venture results not attributable to Adjusted EBITDA	(0.4		)	—						(0.8		)		—						—				(0.4		)
Adjusted EBITDA attributable to noncontrolling interest	0.6			—						0.1				—						(0.5		)		(0.5		)
Income from discontinued operations, net	—			(5.2		)				—				(9.0		)
Adjusted EBITDA	$	352.9		$	200.5		76	%		$	673.1			$	380.3		77	%		$	359.3			$	320.2		12	%
Adjusted EBITDA as a percentage of revenue	38.9		%	34.1		%				38.5		%		33.5		%				38.6		%		37.9		%

Our Adjusted EBITDA margin performance for the three ~~and six~~ months ended ~~May 31, 2017,~~February 28, 2018, compared to the three ~~and six~~ months ended ~~May 31, 2016,~~February 28, 2017, increased primarily because of ~~the Merger, the acquisitions in the first quarter of 2016,~~margin flow-through on our organic revenue growth, as well as our continued integration and ~~our~~ cost management ~~efforts~~efforts. The expansion was negatively impacted by changes in ~~a lower~~foreign currency exchange rates, which resulted in higher revenue ~~growth environment.~~and expense amounts, as well as low aM margins. We expect to continue to drive margin improvement ~~versus the prior year primarily as a result of the Merger,~~through continued revenue growth and cost management ~~and rationalization efforts associated with Merger integration activity.~~activities.

Financial Condition


(In millions, except percentages)	As of May 31, 2017		As of November 30, 2016		Dollar change			Percent change		As of February 28, 2018		As of November 30, 2017		Dollar change			Percent change
Accounts receivable, net	$	669.7	$	635.6	$	34.1		5	%	$	802.7	$	693.5	$	109.2		16	%
Accrued compensation	$	84.5	$	174.0	$	(89.5	)	(51	)%	$	59.7	$	157.4	$	(97.7	)	(62	)%
Deferred revenue	$	869.4	$	770.2	$	99.2		13	%	$	919.3	$	790.8	$	128.5		16	%

The increase in accounts receivable was ~~primarily~~ due to ~~revenue growth~~increased billing activity in ~~2017.~~the first quarter of 2018. The decrease in accrued compensation was primarily due to the ~~2016~~2017 bonus payout made in the first quarter of ~~2017,~~2018, partially offset by the current year accrual. The increase in deferred revenue was ~~primarily~~ due to ~~the timing of~~increased billings in ~~2017.~~the first quarter of 2018.

Liquidity and Capital Resources

As of ~~May 31, 2017~~February 28, 2018, we had cash and cash equivalents of $~~163~~156 million, of which approximately ~~$140~~$133 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~~non-U.S. 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 U.S. operations. Our principal sources of liquidity include funds generated by operating activities, available cash and cash equivalents, and amounts available under aour revolving credit facility. We had approximately ~~$3.98~~$4.28 billion of debt as of ~~May 31, 2017,~~February 28, 2018, consisting primarily of ~~$962~~$990 million of revolving facility debt, ~~$1.66~~$1.12 billion of term loan debt, ~~$1.25~~$2.07 billion of senior notes, and ~~$150~~$149 million of institutional senior notes. As of ~~May 31, 2017,~~February 28, 2018, we had approximately ~~$0.89 billion~~$858 million available under our revolving credit ~~facility.~~facility, which was partially used to fund our $500 million ASR entered into in March 2018.

Our interest expense for the three ~~and six~~ months ended ~~May 31, 2017,~~February 28, 2018, compared to the three ~~and six~~ months ended ~~May 31, 2016,~~February 28, 2017, increased primarily because of a higher average debt ~~balance.~~balance due to acquisitions and share repurchases, as well as a higher effective interest rate due to an increased amount of fixed-rate debt.

Our Board of Directors has authorized a share repurchase program of up to ~~$2.25~~$3.25 billion of IHS Markit common shares through ~~May 31, 2018,~~November 30, 2019, 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 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 repurchase~~this program, we are authorized to repurchase our common shares on the open market from time to time, in privately negotiated transactions, or through accelerated share repurchase ~~(ASR)~~ agreements, subject to availability of common shares, price, market conditions, alternative uses of capital, and applicable regulatory requirements, at management’s discretion. As of ~~May 31, 2017,~~February 28, 2018, we had repurchased approximately ~~$1.26~~$1.74 billion ~~of common shares~~ under ~~the program. We expect to continue repurchasing shares throughout 2017.~~this authorization.

Our Board of Directors has 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 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, and the continued market acceptance of our offerings. 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


	Six months ended May 31,											Three months ended February 28,
(In millions, except percentages)	2017			2016			Dollar change			Percent change		2018			2017			Dollar change			Percent change
Net cash provided by operating activities	$	451.3		$	328.5		$	122.8		37	%	$	202.9		$	250.7		$	(47.8	)	(19	)%
Net cash used in investing activities	$	(121.8	)	$	(975.7	)	$	853.9		(88	)%	$	(55.1	)	$	(66.4	)	$	11.3		(17	)%
Net cash (used in) provided by financing activities	$	(293.2	)	$	708.7		$	(1,001.9	)	(141	)%
Net cash used in financing activities												$	(118.9	)	$	(166.6	)	$	47.7		(29	)%

The ~~increase~~decrease in net cash provided by operating activities was primarily due to ~~the Merger~~higher interest, tax, and incentive compensation payments, as well as increased ~~operating performance.~~working capital use.

The decrease in net cash used in investing activities was principally due to ~~the acquisitions of CARPROOF and OPIS in 2016, partially offset by higher~~lower capital expenditures in ~~2017.~~the first quarter of 2018 compared to the prior year.

The decrease in net cash used in financing activities in ~~2017 was primarily utilized to fund our share repurchase program, partially offset by cash received from stock option exercises. Cash from financing activities in~~ the first quarter of ~~2016~~2018 was primarily ~~used~~due to ~~fund~~fewer share repurchases in 2018 compared to the ~~acquisitions of CARPROOF and OPIS.~~

prior year.

Free Cash Flow (non-GAAP measure)

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


	Six months ended May 31,										Three months ended February 28,
(In millions, except percentages)	2017			2016			Dollar change		Percent change		2018			2017			Dollar change			Percent change
Net cash provided by operating activities	$	451.3		$	328.5						$	202.9		$	250.7
Capital expenditures on property and equipment	(130.5		)	(52.7		)					(55.2		)	(71.7		)
Free cash flow	$	320.8		$	275.8		$	45.0	16	%	$	147.7		$	179.0		$	(31.3	)	(17	)%

The ~~increase~~decrease in free cash flow was primarily due to ~~the Merger and increased~~lower net cash provided by operating ~~performance,~~activities, partially offset by ~~increased~~decreased capital expenditure activity. 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 1110 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 our ~~2016~~2017 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,~~pensions, 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 our ~~2016~~2017 Annual Report on Form 10-K.

Borrowings under the 2016 revolving facility and 2016 ~~and 2017~~ term loans 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 ~~May 31, 2017,~~February 28, 2018, we had approximately ~~$2.623~~$2.106 billion of floating-rate debt at a ~~2.56~~3.36 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 ~~$22~~$17 million ($2621 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 109 to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for information about legal proceedings.

Item 1A. Risk Factors

There have been no material changes to the risk factors associated with our business previously disclosed in “Item 1A. Risk Factors,” in our ~~2016~~2017 Annual Report on Form 10-K.

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 ~~May 31, 2017~~February 28, 2018.


	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)		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)
March 1 - March 31, 2017:
December 1 - December 31, 2017:
Share repurchase programs ⁽¹⁾	2,036,424	$	40.71	2,036,424	$	1,389.3	2,020,320	$	43.18	2,020,320	$	1,592.2
Employee transactions ⁽²⁾	26,772	$	40.63	N/A	N/A		11,220	$	45.09	N/A	N/A
Accelerated share repurchase program ⁽¹⁾⁽³⁾	4,020,101	41.16		4,020,101	1,189.3
April 1 - April 30, 2017:
Share repurchase programs ⁽¹⁾	4,286,275	$	42.69	4,286,275	$	1,006.3
January 1 - January 31, 2018:
Employee transactions ⁽²⁾	15,924	$	42.03	N/A	N/A		546,599	$	45.93	N/A	N/A
Accelerated share repurchase program ⁽³⁾	838,690	$	41.16	838,690	N/A
May 1 - May 31, 2017:
February 1 - February 28, 2018:
Share repurchase programs ⁽¹⁾	346,237	$	42.90	346,237	$	991.5	1,866,947	$	45.66	1,866,947	$	1,506.9
Employee transactions ⁽²⁾	33,524	$	43.69	N/A	N/A		1,074,837	$	47.47	N/A	N/A
Total share repurchases	11,603,947	$	41.71	11,527,727			5,519,923	$	45.13	3,887,267

For the ~~second~~first quarter of ~~2017,~~2018, we repurchased approximately ~~$484~~$249 million of common shares, including approximately ~~$481~~$172 million in open market share repurchases (described in ~~notes~~note (1) ~~and (3)~~ below), and approximately $3$77 million in employee transactions (described in note (2) below).

⁽¹⁾In August 2016, our Board of Directors authorized a 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. In January 2017, our Board of Directors increased the size of the program to up to $2.25 billion of IHS Markit common shares and extended the program’s termination date to May 31, 2018. In October 2017, our Board of Directors increased the size of the program to up to $3.25 billion of IHS Markit common shares and extended the program’s termination date to November 30, 2019. This current 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 this program, we are authorized to repurchase our common shares on the open market from time to time, in privately negotiated transactions, or through accelerated share 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~~repurchased from 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. Our Board of Directors has approved this program in an effort to reduce the dilutive effects of employee equity grants. This program is separate and additional to the repurchase program described in note (1).

⁽³⁾ On March 1, 2017, we funded a $200 million accelerated share repurchase (ASR) agreement with a scheduled termination date in the second quarter of 2017. Upon funding of the ASR, we received an initial delivery of 4.020 million shares. At the completion of the ASR on April 24, 2017, we received an additional 0.839 million shares. The average price paid per share presented above reflects the average price for the 4.859 million total shares repurchased through the ASR.

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 ~~second~~first quarter of ~~2017~~2018 and would have represented approximately 0.01 percent of our ~~second~~first quarter ~~2017~~2018 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



Exhibit Number		Description
~~4.1~~		Indenture, dated as of February 9, 2017, among the Company, the Guarantors (as defined therein) and Wells Fargo, 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 February 9, 2017)
~~4.2~~		~~Form of the Company’s 4.75% Senior Notes due 2025 (Incorporated by reference to Exhibit 4.1 of the IHS Markit Ltd. Current Report on Form 8-K (file no. 001-36495) filed on February 9, 2017)~~
10.1+*		Second Amendment dated January 24, 2017 to contract of employment for Lance Uggla
10.2+*		Amended and Restated Terms of Employment for Adam Kansler
10.3+*		Amended and Restated Terms of Employment for Jonathan Gear
10.4+*		IHS Markit Ltd. ~~Non-Employee Director Compensation Policy~~2014 Equity Incentive Award Plan - 2018 Form of Restricted Share Unit Agreement (Time Based)
10.5+*		IHS Markit Ltd. 2014 Equity Incentive Award Plan - 2018 Form of Performance Share Unit Agreement
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.

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 ~~June~~March 27, ~~2017~~2018.



IHS MARKIT LTD.

By:	/s/ Michael Easton
	Name:	Michael Easton
	Title:	Senior Vice President and Chief Accounting Officer

3534



		Page
PART I. Financial Information
	Item 1. Financial Statements	4
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2221
	Item 3. Quantitative and Qualitative Disclosures About Market Risk	3130
	Item 4. Controls and Procedures	3231

PART II. Other Information
	Item 1. Legal Proceedings	3231
	Item 1A. Risk Factors	3231
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	3332
	Item 5. Other Information	3332
	Item 6. Exhibits	3433

SIGNATURE		3534



Year	Amount
Remainder of 2017	$	164.6
2018	$	319.7
2019	$	305.7
2020	$	296.2
2021	$	290.0
Thereafter	$	2,860.1



	May 31, 2017		November 30, 2016
Notional amount of currency pair:
Contracts to buy USD with CAD	$	34.9	$	37.2
Contracts to buy CAD with USD	C$	3.4	C$	6.7
Contracts to buy USD with EUR	$	12.0	$	8.8
Contracts to buy EUR with USD	€	12.0	€	13.0
Contracts to buy CHF with USD	CHF	8.0	CHF	9.0
Contracts to buy EUR with GBP	€	9.0	€	8.0
Contracts to buy GBP with USD	£	177.7	£	195.7
Contracts to buy NOK with GBP	NOK	50.0	NOK	57.0