Amendment No. 1
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
2019
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| Bermuda | 98-1166311 | |
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Title of each class | Trading Symbol | Name of each exchange on which registered | ||
Common Shares, $0.01 par value per share | New York Stock Exchange | |||
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒
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None.
EXPLANATORY NOTE
IHS Markit Ltd., a Bermuda exempted company, (“IHS Markit,” “we,” “us,” or “our”), qualifies as a foreign private issuer in the U.S. for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We will retain foreign private issuer status until at least the end of fiscal 2017. However, even while we continue to qualify as a foreign private issuer, we will report our financial results in accordance with U.S. GAAP and have elected to file our annual and interim reports on Forms 10-K, 10-Q, and 8-K.
We prepare a management proxy statement and related material under Bermuda requirements. As our management proxy statement is not filed pursuant to Regulation 14A of the Exchange Act, we may not incorporate by reference
No attempt has been made in this Amendment No. 1 on Form 10-K/A to modify or update the other disclosures presented in the 2016 Form 10-K except for the addition of required exhibits related to the disclosure presented in this Amendment No. 1 on Form 10-K/A. This Amendment No. 1 on Form 10-K/A does not reflect events occurring after the filing of the 2016 Form 10-K. Accordingly, this Amendment No. 1 on Form 10-K/A should be read in conjunction with the 2016 Form 10-K and our other filingsfiled with the Securities and Exchange Commission.
As required by Rule 12b-15 underCommission pursuant to Regulation 14A not later than 120 days after the Securities Exchange Actclose of 1934, as amended, certifications by our principal executive officer and principal financial officer for the 10-K are filed as exhibits to this Amendment.
All references to our websites contained herein do not constitute incorporation by reference of information contained on such websites and such information should not be considered part of this document.
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Certain Definitions
The following definitions apply throughout this Annual Report on Form 10-K unless the context requires otherwise:
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management’s current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict and many of which are outside of our control. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: operating in competitive markets, 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 manage fraudulent or unpermitted data access or other cyber-security or privacy breaches; our ability to successfully manage risks associated with changes in demand for our products and services; our ability to manage our relationships with third partythird-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 keyqualified 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 which would cause actual results to be significantly different from those expressed or implied by these forward-looking statements, are more fully discussed under the caption “Risk Factors” in this 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 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 annual reportAnnual Report on Form 10-K is based only on information currently available to usour management 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.
Item 10. Directors, Executive Officers and Corporate Governance
Board Leadership Structure
Our Board of Directors is composed of eleven members, divided into three classes. Pursuant
The Board of Directors of IHS Markit believes strongly in the value of an independent board of directors to provide effective oversight of management. This includes all independent members of the key board committees: the Audit Committee, the Human Resources Committee, the Nominating and Governance Committee, and the Risk Committee. Each of the Company’s directors, other than Mr. Stead and Mr. Uggla, are independent (see “Independent and Non-Management Directors” below). The independent members of the Board of Directors meet regularly without management, which meetings are chaired by the lead independent director, which our bye-laws refer to as the Lead Director, whose role is described further below.
The Board believes it is important to retain its flexibility to allocate the responsibilities of the offices of the Chairman and Chief Executive Officer (“CEO”) in any way that it deems to be in the best interests of the Company. Since the completion of the Merger on July 12, 2016, Jerre Stead was appointed Chairman and CEO of IHS Markit and his service as both Chairman of the Board and CEO has been effective. Mr. Stead possesses detailed and in-depth knowledge of the business and the opportunities we have in the global marketplace and is thus well positioned to develop agendas that ensure that the Board’s time and attention are focused on the most critical matters.
IHS Markit has established a Lead Director role with broad authority and responsibility. Robert Kelly has served as our Lead Director since the closing of the Merger and was previously the lead director of Markit since June 2014. The Lead Director’s responsibilities include:
scheduling meetings of the independent directors;
chairing the separate meetings of the independent directors;
serving as principal liaison between the independent directors and the Chairman and CEO on sensitive issues;
communicating from time to time with the Chairman and CEO, and disseminating information among the Board of Directors as appropriate;
providing leadership to the Board of Directors if circumstances arise in which the role of the Chairman may be, or may be perceived to be, in conflict;
reviewing and approving the agenda and schedule for Board of Directors meetings and executive sessions and adding topics to the agenda as appropriate;
reviewing the quality, quantity, and timeliness of information to be provided to the Board;
serving as a non-management point of contact for the Company’s shareholders and other external stakeholders; and
presiding over the annual self-evaluation of the Board of Directors.
The Board believes that these responsibilities appropriately and effectively complement the Board leadership structure of IHS Markit.
The Role of the Board of Directors in Risk Oversight
We believe that risk is inherent in innovation and the pursuit of long-term growth opportunities. The Board of Directors, acting directly and through its committees, is responsible for the oversight of the Company’s risk management. With the oversight of the Board, IHS Markit has implemented practices and programs designed to help manage the risks to which we are exposed in our business and to align risk-taking appropriately with our efforts to increase shareholder value. Each of the Board’s four committees – Risk, Audit, Human Resources, and Nominating and Governance – has a role in assisting the Board in its oversight of the Company’s risk management, as set forth in the relevant committee charters.
The Board’s Risk Committee brings additional Board-level focus to the oversight of the Company’s management of key risks, as well as the Company’s policies and processes for monitoring and mitigating such risks. The Risk Committee meets at least quarterly. The Chair of the Risk Committee gives regular reports of the Risk Committee’s meetings and activities to the Board in order to keep the Board informed of the Company’s guidelines, policies and practices with respect to risk assessment and risk management; and each other committee also reports regularly to the full on its activities.
In addition, the Board of Directors participates in regular discussions among the Board and with IHS Markit senior management on many core subjects, including strategy, operations, finance, information technology, information security, human resources, legal and public policy matters, and any other subjects regarding which the Board or its committees consider risk oversight an inherent element. Management at IHS Markit is responsible for day-to-day risk management activities. The Company has formed a management risk committee led by a Chief Risk Officer to supervise these day-to-day risk management efforts, including identifying potential material risks and appropriate and reasonable risk mitigation efforts. The Chief Risk Officer regularly reports such efforts to the Risk Committee. The Board of Directors believes that the leadership structure described under “Board Leadership Structure” facilitates the Board’s oversight of risk management because it allows the Board, with leadership from the Lead Director and working through its independent committees, to participate actively in the oversight of management’s actions.
Business Experience and Qualification of Board Members
The following discussion presents information about the persons who comprise the Board of Directors of IHS Markit.
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Nominees for Class III Directors to be Elected at the Annual General Meeting in 2017
Ruann F. Ernst
Ruann F. Ernst has served as a member of our Board since July 2016 and previously served as a member of the board of IHS Inc. since December 2006. Dr. Ernst served as Chief Executive Officer of Digital Island, Inc. from 1998 until her retirement in 2002. Dr. Ernst was Chairperson of the board of Digital Island from 1998 until the company was acquired by Cable & Wireless, Plc. in 2001. Prior to Digital Island, Dr. Ernst worked for Hewlett Packard in various management positions, including General Manager, Financial Services Business Unit. Prior to that, she was Vice President for General Electric Information Services Company and a faculty member and Director of Medical Computing at The Ohio State University where she managed a biomedical computing and research facility. Dr. Ernst also served on the board of Digital Realty Trust from 2004 until May 2015. At The Ohio State University, she serves on the University Foundation Board and the Fisher College of Business Advisory Board. She was a founder and is Board Chair of the nonprofit, Healthy LifeStars.
Dr. Ernst brings to the Board a strong technical and computing background as well as skill in the development of information technology businesses. She also has extensive experience as a member of boards where strategic planning and long-term planning are critical to the success of the enterprise.
William E. Ford
William E. Ford has served as a member of our Board since July 2016 and previously served as a member of the board of Markit Ltd. since June 2014. Mr. Ford is the Chief Executive Officer and Managing Director of General Atlantic LLC, a global growth equity firm, where he has worked since 1991. Mr. Ford sits on the boards of Axel Springer SE, Tory Burch, LLC and Oak Hill Advisors, L.P., which are General Atlantic portfolio companies. Mr. Ford is actively involved in various nonprofit organizations and serves on the boards of the National Committee on US-China Relations, Shofco (Shining Hope for Communities), New York Genome Center, and Partnership for New York City.
Mr. Ford is a member of the advisory board of McKinsey Investment Office Advisory Council, Stanford Graduate School of Business, Tsinghua University School of Economics and Management, TBG Limited Advisory Board, Lincoln Center and The Johnson Company. He is also a Vice Chairman of the board of trustees of The Rockefeller University and a member of the board of overseers and managers of Memorial Sloan Kettering Cancer Center. Mr. Ford formerly served on the boards of a number of General Atlantic portfolio companies including First Republic Bank, CareCore National, NYSE Euronext, E*Trade, Priceline, NYMEX and Zagat Survey. Mr. Ford holds a BA in Economics from Amherst College and an MBA from the Stanford Graduate School of Business.
Mr. Ford brings to the Board a wealth of private equity experience and extensive knowledge of business, finance and strategic acquisitions which will provide valuable insight for our long-term corporate and business strategy.
Balakrishnan S. Iyer
Balakrishnan S. Iyer has served as a member of our Board since July 2016 and previously served as a member of the board of IHS Inc. since December 2003. From October 1998 to June 2003, Mr. Iyer served as Senior Vice President and Chief Financial Officer of Conexant Systems, Inc. From 1997 to 1998, he was Senior Vice President and Chief Financial Officer of VLSI Technology Inc. and, from 1993 to 1997, he was Vice President, Corporate Controller of VLSI Technology Inc. Mr. Iyer served on the board of directors of Conexant Systems from February 2002 until April 2011, Life Technologies (and its predecessor Invitrogen) from July 2001 until it was acquired in February 2014 and QLogic Corporation from 2003 until August 2016. He currently serves on the boards of directors of Skyworks Solutions, Inc. and Power Integrations, Inc. Mr. Iyer holds a B.Tech in Mechanical Engineering from the Indian Institute of Technology, Madras, an MS in Industrial Engineering from the University of California, Berkeley and an MBA in Finance from the Wharton School, University of Pennsylvania.
Mr. Iyer provides to the Board his expertise in corporate finance, accounting, and strategy, including experience gained as the Chief Financial Officer of two public companies. Mr. Iyer also brings a background in organizational leadership and experience serving as a public company outside director.
Continuing Class I Directors with Terms Expiring at the Annual General Meeting in 2018
Jerre L. Stead
Jerre L. Stead is Chairman and CEO of IHS Markit, and was Chairman and CEO of IHS Inc. prior to the Merger. He became executive chairman of IHS Inc. on December 1, 2000. He led IHS Inc.’s successful IPO in November 2005 and served as both chairman and CEO from September 2006 until June 2013. Mr. Stead returned as CEO of IHS in June 2015 and continued in his role as chairman until the Merger. Under Mr. Stead’s leadership since its IPO, IHS Inc. provided its shareowners a 28 percent compound annual growth rate. Mr. Stead began his career in 1965 at Honeywell, Inc., where he spent 21 years and held a number of executive management positions. He was the chairman and CEO of Honeywell-Phillips Medical Electronics from September 1980 to June 1982, and he returned to the United States as a group executive of the Homes and Buildings organization in July 1982. In 1987, he was named president and COO of the Square D Company, a leading manufacturer of electrical distribution and factory automation products. He was promoted to chairman, president and CEO in 1988 and served in that capacity through 1991. In 1992, Mr. Stead was named CEO of AT&T Global Business Communications Systems. He was promoted to executive vice president of AT&T and chairman and CEO of AT&T Global Information Solutions (NCR Corporation) in 1993. He served as a member of the AT&T Management Executive Committee. During this time, Mr. Stead was also the chairman of NCR Japan, a publicly traded company. In January 1995, Mr. Stead left AT&T to become chairman and CEO of Legent Corporation. He resigned eight months later after a successful merger
with Computer Associates. Mr. Stead joined Ingram Micro in 1996 as chairman and CEO and took the company public on November 1, 1996 – the largest IPO in history at that time for a technology company. Under his leadership, Ingram Micro grew from an $8 billion company to a $30 billion company conducting business in more than 120 countries. The company was number 41 in the Fortune 500 for the year 2000. Mr. Stead is a graduate of the University of Iowa in Iowa City, Iowa, where he earned a bachelor’s degree in business administration, and of the Harvard University Advanced Management Program in Switzerland. Mr. Stead has served on 34 corporate boards during his career. In 2009, he was chosen as an “outstanding director” by the Financial Times – one of 55 in the past ten years. Mr. Stead served on the board of Mindspeed until May 2014 and on the board of the Salk Institute until September 2015. He is chairman of the Banner Alzheimer’s Institute Foundation as well as chairman of the board of trustees of Garret-Evangelical Seminary. He is a past chairman of the National Electronic Manufacturers Association and the Center of Ethics and Values at the Garret-Evangelical Seminary.
Mr. Stead has been involved in the leadership of IHS Inc. for more than 15 years and was previously the Chief Executive Officer of six different public companies. As our Chairman and CEO, Mr. Stead brings to the Board of Directors his knowledge of our business, strategy, people, operations, competition, and financial position. Mr. Stead provides recognized executive leadership and vision. In addition, he brings with him a global network of customer, industry, and government relationships.
Dinyar S. Devitre
Dinyar S. Devitre has served as a member of our Board since July 2016 and previously served as a member of the board of Markit Ltd. since November 2012. Mr. Devitre is also a member of the board of directors of Altria Group, Inc., where he serves on its finance and innovation committees. Mr. Devitre also serves as a Trustee of the Brooklyn Academy of Music and a Trustee Emeritus of the Asia Society. Until December 31, 2016, Mr. Devitre served as a special advisor to General Atlantic. In March 2008, Mr. Devitre retired from his position as Senior Vice President and Chief Financial Officer of Altria Group, Inc. Prior to Mr. Devitre’s appointment to this position in April 2002, he held a number of senior management positions with Altria, including President, Philip Morris Asia and Chairman and CEO of Philip Morris Japan. Mr. Devitre previously served on the boards of SABMiller plc, Western Union Company, Emdeon Inc., Kraft Foods Inc. (now known as Mondelēz International, Inc.), The Lincoln Center for the Performing Arts, Inc. and Pratham USA. Mr. Devitre holds a BA (Hons) degree from St. Joseph’s College, Darjeeling and an MBA from the Indian Institute of Management in Ahmedabad.
Mr. Devitre brings to the Board experience as the chief financial officer of a large multinational company, as an executive and director of large corporations, as well as diversity in viewpoint and international business experience.
Robert P. Kelly
Robert P. Kelly has served as a member of our Board since July 2016 and previously served as a member of the board of Markit Ltd. since November 2012. Mr. Kelly serves as Lead Director of our Board of Directors. Mr. Kelly is chairperson of Canada Mortgage and Housing Corporation and chairman of the board of directors of Santander Asset Management. Mr. Kelly also serves as a member of the Trilateral Commission and head of the U.S. alumni association of the Cass Business School, London. Mr. Kelly was most recently chairman and Chief Executive Officer of The Bank of New York Mellon and The Bank of New York Mellon Corporation until 2011. Prior to that, Mr. Kelly was Chairman, Chief Executive Officer and President of Mellon Bank Corporation, Chief Financial Officer of Wachovia Corporation and Vice-Chairman of Toronto-Dominion Bank. Mr. Kelly previously served as Chancellor of Saint Mary’s University in Canada, was a former member of the boards of the Financial Services Forum, the Federal Advisory Council of the Federal Reserve Board, the Financial Services
Roundtable, and Institute of International Finance, and a former member of the board of trustees of St. Patrick’s Cathedral in New York City, Carnegie Mellon University in Pittsburgh and the Art Gallery of Ontario. Mr. Kelly holds a B.Comm. from Saint Mary’s University, an MBA from the Cass Business School, City University, London, United Kingdom and is a Chartered Accountant and Fellow Chartered Accountant. Mr. Kelly has been awarded honorary doctorates from City University and Saint Mary’s University.
Mr. Kelly’s extensive experience as the chairman and chief executive officer of a large financial institution, as well as other senior policy making positions in the financial services industry and as a director of other public and private companies, provides the Board with valuable insight and executive leadership , management and strategic development experiences.
Deborah Doyle McWhinney
Deborah Doyle McWhinney has served as a member of our Board since July 2016 and previously served as a member of the board of IHS Inc. since May 2015. Ms. McWhinney was the chief executive officer of Citi’s global enterprise payments business and co-chair of the Citi Women initiative prior to her retirement in January 2014. Prior to joining Citi in 2009, Ms. McWhinney worked at Schwab, Inc. where she was President of Schwab Institutional and was a member of the executive committee, the Schwab Bank board, and headed the global risk committee. Ms. McWhinney previously held executive roles at Visa International and Engage Media (a division of CMGI). Earlier in her career, she worked for 17 years at Bank of America in corporate and retail banking. Ms. McWhinney was appointed by former President George W. Bush to the board of directors of the Securities Investor Protection Corporation in 2002. Ms. McWhinney currently serves on the boards of Fluor Corporation, Lloyds Banking Group plc and Fresenius Medical Care AG & Co. KGaA and is a trustee for the California Institute of Technology and for the Institute for Defense Analyses.
Ms. McWhinney brings to the Board extensive experience gained in executive level positions in the financial services industry.
Continuing Class II Directors with Terms Expiring at the Annual General Meeting in 2019
Lance Uggla
Lance Uggla is President of IHS Markit, responsible for the post-merger integration. He will become Chairman and Chief Executive Officer of IHS Markit on December 31, 2017, following the retirement of Jerre Stead. Prior to the Merger, Mr. Uggla was Chairman and Chief Executive Officer of Markit Ltd. He led Markit’s growth from a UK startup that he founded in 2003, offering the first daily credit default swap pricing service, to a public company with a market capitalisation of over $5 billion, providing business critical products and services to the world’s leading financial institutions. Markit has won over 100 awards for its innovations and contributions to financial market resilience. Previously Mr. Uggla was Vice Chair, Head of Europe and Asia at TD Securities and responsible for a USD 15 billion investment grade credit portfolio. Prior to that, he was Vice Chair, Head of Global Sales and Trading at CIBC World Markets. Mr. Uggla holds an MSc from the London School of Economics and a BBA from the Simon Fraser University in Canada. He was awarded UK Entrepreneur of the Year by EY in 2012.
Mr. Uggla was a founder and the Chairman and CEO of Markit since its creation, and was previously an executive in the financial industry. As president of IHS Markit, Mr. Uggla brings to the Board of Directors his knowledge of our business, strategy, people, operations, competition, and financial position. In addition, he brings with him extensive relationships in the financial services industry.
Jean-Paul L. Montupet
Jean-Paul Montupet has served as a member of our Board since July 2016 and previously served as a member of the board of IHS Inc. since October 2012. Mr. Montupet serves as a special advisor to Eurazeo – Société anonyme. Mr. Montupet was chair of the Industrial Automation business of Emerson and president of Emerson Europe prior to his retirement in December 2012. Mr. Montupet joined Emerson in 1981, serving in a number of senior executive roles at the global technology provider. Mr. Montupet serves on the boards of WABCO Holdings Inc. and Assurant, Inc. and previously served on the board of Lexmark International, Inc. In addition, Mr. Montupet was the non-executive chair of the board of PartnerRE Ltd. until March 2016. He is also a trustee of the St. Louis Public Library Foundation and The Churchill Centre.
Mr. Montupet brings to the Board extensive international business experience, particularly from Europe and Asia Pacific.
Richard W. Roedel
Richard W. Roedel has served as a member of our Board since July 2016 and previously served as a member of the board of IHS Inc. since November 2004. Mr. Roedel serves as a director of Six Flags Entertainment Corporation, LSB Industries, Inc. and Luna Innovations Incorporated. Mr. Roedel also serves as the non-executive chairman of Luna. Mr. Roedel served on the board of BrightPoint, Inc. until it was acquired in October 2012, on the board of Sealy Corporation until it was acquired in March 2013, and on the board of Lorillard, Inc. until it was acquired in June 2015. He also served as a director of Broadview Network Holdings, Inc., a private company, until 2012, and Dade Behring Holdings, Inc. from October 2002 until November 2005 when Dade was acquired. Mr. Roedel served in various capacities at Take-Two Interactive Software, Inc. from November 2002 until June 2005, including Chairman and Chief Executive Officer. Until 2000, Mr. Roedel was employed by BDO Seidman LLP, having been Managing Partner of its Chicago and New York Metropolitan area offices and later as Chairman and Chief Executive Officer. Mr. Roedel is a graduate of The Ohio State University and is a certified public accountant.
Mr. Roedel provides to the Board of Directors expertise in corporate finance, accounting, and strategy. He brings experience gained as a Chief Executive Officer and as a director for several companies.
James A. Rosenthal
James A. Rosenthal has served as a member of our Board since July 2016 and previously served as a member of the board of Markit Ltd. since September 2013. Until December 2016, Mr. Rosenthal was the Executive Vice President and Chief Operating Officer of Morgan Stanley, a member of Morgan Stanley’s management and operating committees, Chairman and Chief Executive Officer of Morgan Stanley Bank, N.A., and Chairman of the board of Morgan Stanley Private Bank, N.A. Mr. Rosenthal is a member of the board of The Lincoln Center for the Performing Arts, Inc. Mr. Rosenthal was previously Head of Corporate Strategy of Morgan Stanley, Chief Operating Officer of Morgan Stanley Wealth Management and Head of Firmwide Technology and Operations for Morgan Stanley. Prior to joining Morgan Stanley, Mr. Rosenthal served as Chief Financial Officer of Tishman Speyer from 2006 to 2008. Mr. Rosenthal holds a BA from Yale and a JD from Harvard Law School.
Mr. Rosenthal brings to the Board extensive experience gained as chief operating officer of one of the world’s largest financial institutions.
Organization of the Board of Directors
Prior to the completion of the Merger, the Markit board consisted of ten directors. Upon completion of the Merger, in accordance with our bye-laws, the Board size increased to eleven directors, six of whom
were designees of IHS (each an “IHS designee”) and five of whom were designees of Markit (each a “Markit designee”). As such, as of the completion of the Merger on July 12, 2016, Edwin D. Cass, Gillian H. Denham, Timothy J.A. Frost, Cheng Chih Sung, Anne Walker and Lance Uggla resigned as directors of IHS Markit and the remaining members of the Board, William E. Ford, Dinyar S. Devitre, Robert P. Kelly, James A. Rosenthal, as the Markit designees, appointed Lance Uggla as a Class II director and Markit designee, and the following IHS designees to serve as directors of IHS Markit: Jerre L. Stead and Deborah Doyle McWhinney as Class I directors, Richard Roedel and Jean-Paul Montupet as Class II directors and Ruann F. Ernst and Balakrishnan S. Iyer as Class III directors.
In addition, Mr. Stead became the Chairman and Chief Executive Officer of IHS Markit, Mr. Uggla became the President and Chief Integration Officer of IHS Markit and Robert Kelly became the Lead Director of the Board. Prior to the Merger, Mr. Stead was chairman and chief executive of IHS and Mr. Uggla was chairman and chief executive of Markit. Pursuant to our bye-laws, Mr. Stead will serve as the Chairman and Chief Executive Officer of IHS Markit until no later than December 31, 2017 (the “change date”), when Mr. Uggla will be appointed Chairman and Chief Executive Officer of IHS Markit, unless otherwise decided by supermajority approval of the Board (excluding the vote of Mr. Uggla).
Our bye-laws provide that, prior to the change date, if any IHS designee or Markit designee can no longer serve as a director of IHS Markit due to death, disability, disqualification or resignation, the remaining IHS designees (if the departing director is an IHS designee) or Markit designees (if the departing director is a Markit designee), will appoint his or her successor, in each case, acting by the affirmative vote of a majority of such remaining IHS designees or Markit designees, as applicable. Our bye-laws also provide that, prior to the change date, for any director election to occur by resolution of the IHS Markit shareholders, any person proposed or nominated by the IHS Markit board to replace an IHS designee will require the approval of the remaining IHS designees and any person proposed or nominated by the IHS Markit board to replace a Markit designee will require the approval of the remaining Markit designees, in each case, acting by the affirmative vote of a majority of such remaining IHS designees or remaining Markit designees, as applicable.
Our Board held 13 meetings during the fiscal year ended November 30, 2016. At each meeting,2019.
At the completion of the Merger, our Board established four standing committees: the Audit Committee, the Human Resources Committee, the Nominating and Governance Committee, and the Risk Committee. The Board has approved a charter for each of the Audit, Human Resources, Nominating and Governance, and Risk committees, each of which can be found on our website at http://investor.ihsmarkit.com.
In Markit’s initial public offering in 2014, Canada Pension Plan Investment Board (“CPPIB”) purchased approximately $250 million of our common shares, and was given the right to nominate, in consultation with our Nominating and Governance Committee, one director for appointment to our Board of Directors pursuant to a Director Nomination Agreement with us. This right will expire if CPPIB’s beneficial ownership of our common shares falls below 100 percent of the number of common shares CPPIB purchased in Markit’s initial public offering. Edwin D. Cass was the designee nominated by CPPIB and was appointed to Markit’s Board of Directors in October 2014. At the completion of the Merger, Mr. Cass resigned and CPPIB determined at that time that it would not choose to designate a new nominee to our Board, reserving the right to designate a future nominee in accordance with the terms of the Director Nomination Agreement.
Independent and Non-Management Directors
We believe that all of our directors other than Messrs. Stead and Uggla are “independent directors,” based on the independence standards of NASDAQ and SEC rules and regulations. All of our directors other than Messrs. Stead and Uggla are non-management directors.
In addition, we believe that all members of each of the Audit Committee, Risk Committee, Human Resources Committee and Nominating and Governance Committee of the Board meets the independence standards of NASDAQ and SEC rules and regulations.
In accordance with our bye-laws and the Corporate Governance Guidelines, the independent directors designated Mr. Kelly as Lead Director on July 12, 2016. The Lead Director chairs executive sessions of the independent directors. During our 2016 fiscal year, the independent directors of the Board met seven times without the presence of management.
Prior to their resignation, Mr. Cass, Ms. Denham, Mr. Frost, Dr. Sung and Ms. Walker were believed by the Board to be “independent directors” based the independence standards of NASDAQ and SEC rules and regulations.
Simultaneous Service on Other Public Company Boards
In accordance with our Corporate Governance Guidelines, without the consent of the Nominating and Governance Committee, a director may not serve on more than five public company boards, including our Board, and a director who is also the chief executive officer of another public company may not serve on more than two public company boards, including our Board and their own board of directors.
The Corporate Governance Guidelines also provide that a director must notify and receive approval from the Chair of the Nominating and Governance Committee prior to accepting any invitation to serve on another board (including a not-for-profit/tax-exempt board) or with a government or advisory group that is expected to require significant commitments of time, in order for IHS Markit to confirm the absence of any actual or potential conflict of interest.
Business Code of Conduct and Corporate Governance Guidelines
We have adopted a code of ethicstrade names that we refer to as our Business Code of Conduct. Our Business Code of Conduct applies to our directors as well as all of our principal executive officers, our financial and accounting officers, and all other employees of IHS Markit.
Our Board has also adopted Corporate Governance Guidelines that serve as a flexible framework within which our Board and its committees operate. These guidelines cover a number of areas including the size and composition of our Board of Directors, membership criteria and director qualifications, director responsibilities, Board agenda, roles of the Chairman and Chief Executive Officer and lead independent director, meetings of independent directors, committee responsibilities and assignments, Board member access to management and independent advisers, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning.
Our Business Code of Conduct and our Corporate Governance Guidelines are available on our website at http://investor.ihsmarkit.com. If we approve any substantive amendment to our Business Code of Conduct or our Corporate Governance Guidelines, or if we grant any waiver of the Business Code of Conduct to the Chief Executive Officer, the Chief Financial Officer, or the Chief Accounting Officer, we intend to post an update on the Investor Relations page of the Company’s website (http://investor.ihsmarkit.com) within five business days and keep the update on the site for at least one year.
Communications with the Board
The Board has a process for shareholders or any interested party to send communications to the Board, including any committee of the Board, any individual director, or our non-management directors. If you wish to communicate with the Board as a whole, with any committee, with any one or more individual directors, or with our non-management directors, you may send your written communication to:
General Counsel
c/o IHS Markit Legal Department
IHS Markit Ltd.
4th Floor, Ropemaker Place
25 Ropemaker Street
London, England EC2Y 9LY
Communications with Non-Management Directors
Interested parties wishing to reach our independent directors or non-management directors may address the communication to our Lead Director on behalf of the non-management directors. Address such communications as follows:
Lead Director
c/o IHS Markit Legal Department
IHS Markit Ltd.
4th Floor, Ropemaker Place
25 Ropemaker Street
London, England EC2Y 9LY
Depending on how the communication is addressed and the subject matter of the communication, either our Lead Director or Ms. Granat will review any communication received and will forward the communication to the appropriate director or directors.
Communications with the Audit Committee
Our Audit Committee has established a process for communicating complaints regarding accounting or auditing matters.
In order to submit a complaint, you may call our code of conduct hotline as set forth in the Code of Conduct Hotline policy, which can be found on our website at http://investor.ihsmarkit.com. Any such complaints received or submitted are forwarded as appropriate to the Audit Committee, to take such action as may be appropriate.
Composition of Board Committees
The Board has had four standing committees in fiscal year 2016 since the completion of the Merger, with duties, membership as of fiscal year-end, and number of meetings for each as shown below.
| Name | Audit(1) | Human Resources | Nominating and Governance | Risk(1) | ||||||||||||
Dinyar S. Devitre | Chair | ✓ | ✓ | |||||||||||||
Ruann F. Ernst | Chair | |||||||||||||||
William E. Ford | ✓ | |||||||||||||||
Balakrishnan S. Iyer | ✓ | ✓ | ||||||||||||||
Robert P. Kelly | ✓ | Chair | ||||||||||||||
Deborah Doyle McWhinney | ✓ | ✓ | ||||||||||||||
Jean-Paul Montupet | ✓ | ✓ | ||||||||||||||
Richard W. Roedel | Chair | |||||||||||||||
James A. Rosenthal | ✓ | ✓ | ||||||||||||||
2016 Meetings | 7 | 7 | 6 | 1 | ||||||||||||
During fiscal year 2016, the following directors served on committees for portions of the year:
Audit Committee: Mr. Cass, Mr. Frost and Mr. Sung served on the Audit Committee (formerly the Audit and Risk Committee) until the completion of the Merger. Ms. McWhinney, Mr. Iyer and Mr. Ford began serving on the Audit Committee on July 12, 2016 at the completion of the Merger.
Human Resources Committee: Ms. Denham and Mr. Ford served on the Human Resources Committee (formerly the Human Resources and Compensation Committee) until the completion of the Merger. Dr. Ernst and Mr. Montupet began serving on the Human Resources Committee on July 12, 2016 at the completion of the Merger.
Nominating and Governance Committee: Ms. Denham, Mr. Frost and Mr. Uggla served on the Nominating and Governance Committee until the completion of the Merger. Mr. Iyer and Mr. Kelly began serving on the Nominating and Governance Committee on July 12, 2016 at the completion of the Merger.
Risk Committee: Mr. Devitre, Ms. McWhinney, Mr. Roedel and Mr. Rosenthal began serving on the Risk Committee on July 12, 2016, when it was established at the completion of the Merger.
Audit Committee
Members:
Dinyar S. Devitre (Chair)
William E. Ford
Balakrishnan S. Iyer
Deborah Doyle McWhinney
Our Audit Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Audit Committee assists our Board in its oversight of (i) the integrity of our financial statements; (ii) our independent registered public accountants’ qualifications, independence, and performance; (iii) the performance of our internal audit function; and (iv) our compliance with legal and regulatory requirements. The Audit Committee is directly responsible for recommending the appointment of, and
the compensation, retention and oversight of the work of our independent registered public accountants. The Audit Committee also prepares the report on the Company’s financial statements and its independent registered public accountants that the SEC rules require to be included in the Company’s annual proxy statement or annual report. The Audit Committee is governed by a charter, a copy of which is available at the Company’s website at http://investor.ihsmarkit.com.
Our Board has determined that each member of the Audit Committee satisfies the “independence” requirement of Rule 10A-3 under the Exchange Act, the listing standards of NASDAQ and the Audit Committee Charter and meets the financial literacy and sophistication requirements of the listing standards of NASDAQ. In addition, the Board has determined that each of Mr. Devitre, Mr. Iyer and Ms. McWhinney meets the definition of “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated by the SEC.
Human Resources Committee
Members:
Ruann F. Ernst (Chair)
Robert P. Kelly
Jean-Paul Montupet
James A. Rosenthal
The Human Resources Committee has been established by our Board to (i) review, approve and administer our compensation and benefits policies generally, (ii) evaluate executive officer performance and review our management succession plan, (iii) review and approve compensation for our executive officers, (iv) retain and terminate compensation consultants, (v) review and discuss the Compensation Discussion and Analysis disclosure with management and provide a recommendation to the Board regarding its inclusion in the Company’s annual proxy statement or annual report, and (vi) prepare the report on executive officer compensation that the SEC rules require to be included in the Company’s annual proxy statement or annual report. See “Compensation Discussion and Analysis” below for a more detailed description of the functions of the Human Resources Committee. The Human Resources Committee is governed by a charter, a copy of which is available at the Company’s website at http://investor.ihsmarkit.com.
Our Board has determined that each member of the Human Resources Committee satisfies the “independence” requirement of the listing standards of NASDAQ, our Corporate Governance Guidelines and the Human Resources Committee Charter.
Nominating and Corporate Governance Committee
Members:
Dinyar S. Devitre
Balakrishnan S. Iyer
Robert P. Kelly (Chair)
Jean-Paul Montupet
The Nominating and Governance Committee has been created by our Board to (i) identify individuals qualified to become board members and recommend director nominees to the Board, (ii) recommend directors for appointment to committees established by the Board, (iii) make recommendations to the Board as to determinations of director independence, (iv) oversee the evaluation of the Board, (v) make recommendations to the Board as to compensation for our directors, and (vi) develop and recommend to the Board our corporate governance guidelines and business code of conduct and ethics. A more detailed description of certain functions of the Nominating and Governance Committee
can be found under “Director Nominations.” The Nominating and Governance Committee is governed by a charter, a copy of which is available on the Company’s website at http://investor.ihsmarkit.com.
Our Board has determined that each member of the Human Resources Committee satisfies the “independence” requirement the listing standards of NASDAQ, our Corporate Governance Guidelines and the Nominating and Governance Committee Charter.
Risk Committee
Members:
Dinyar S. Devitre
Deborah Doyle McWhinney
Richard W. Roedel (Chair)
James A. Rosenthal
The Risk Committee has been established by our Board to assist our Board in its oversight of the Company’s risk management. In addition to any other responsibilities which may be assigned from time to time by the Board, the Risk Committee is responsible for (i) reviewing and discussing with management the Company’s risk management and risk assessment processes, including any policies and procedures for the identification, evaluation and mitigation of major risks of the Company; (ii) receiving periodic reports from management as to efforts to monitor, control and mitigate major risks; and (iii) reviewing periodic reports from management on selected risk topics as the Risk Committee deems appropriate from time to time, encompassing major risks other than those delegated by the Board to other committees of the Board in their respective charters or otherwise. The Risk Committee is governed by a charter, a copy of which is available on the Company’s website at http://investor.ihsmarkit.com.
Our Board has determined that each member of the Risk Committee satisfies the “independence” requirement of our Corporate Governance Guidelines and the Risk Committee Charter.
Director Nominations
Our Board nominates directors to be elected at each Annual General Meeting of Shareholders and appoints new directors to fill vacancies when they arise. The Nominating and Governance Committee has the responsibility to identify, evaluate, recruit, and recommend qualified candidates to the Board for nomination or appointment.
In addition to considering an appropriate balance of knowledge, experience and capability, the Board has as an objective that its membership be composed of experienced and dedicated individuals with diversity of backgrounds, perspectives, and skills. The Nominating and Governance Committee will select candidates for director based on the candidate’s character, judgment, diversity of experience, business acumen, and ability to act on behalf of all shareholders (without regard to whether the candidate has been nominated by a shareholder). The Nominating and Corporate Governance Committee believes that nominees for director should have experience, such as experience in management or accounting and finance, or industry and technology knowledge, that may be useful to IHS Markit and the Board, high personal and professional ethics, and the willingness and ability to devote sufficient time to effectively carry out his or her duties as a director. The Nominating and Governance Committee believes it appropriate for at least one, and preferably multiple, members of the Board to meet the criteria established by the SEC for an “audit committee financial expert,” and for a majority of the members of the Board to meet the definition of “independent director” under the rules of NASDAQ. The Nominating and Governance Committee also believes it appropriate for certain key members of our management to participate as members of the Board.
Prior to each Annual General Meeting of Shareholders, the Nominating and Governance Committee identifies nominees first by evaluating the current directors whose term will expire at the Annual General Meeting of Shareholders and who are willing to continue in service. These candidates are evaluated based on the criteria described above, the candidate’s prior service as a director, and the needs of the Board with respect to the particular talents and experience of its directors. In the event that a director does not wish to continue his or her service, the Nominating and Governance Committee determines not to re-nominate the director, or a vacancy is created on the Board as a result of a resignation, an increase in the size of the Board, or other event, the Nominating and Governance Committee will consider various candidates for membership, including those suggested by the Nominating and Governance Committee members, by other Board members, by any executive search firm engaged by the Nominating and Governance Committee, or by any nomination properly submitted by a shareholder pursuant to the procedures for shareholder nominations for directors provided in the proxy statement related to the Annual General Meeting and this annual report. As a matter of policy, candidates recommended by shareholders are evaluated on the same basis as candidates recommended by the Board members, executive search firms, or other sources. In 2016, Nominating and Governance Committee has not engaged any executive search firms to assist with identifying qualified Board candidates.
Shareholder Proposals for the 2018 Annual General Meeting
If a shareholder wishes to present a proposal at the 2018 Annual General Meeting of Shareholders and have it included in our Proxy Statement for the 2018 Annual General Meeting of Shareholders, the shareholder and the proposal must comply with these instructions, our bye-laws and the proxy proposal submission rules of the SEC. One important requirement is that the proposal be received by the Company Secretary of IHS Markit no later than October 24, 2017.
If a shareholder wishes to present a proposal at the 2018 Annual General Meeting of Shareholders, but not to include the proposal in our Proxy Statement for the 2018 Annual General Meeting of Shareholders, or to nominate a person for election as a director, the shareholder and the proposal must comply with the requirements set forth in our bye-laws, including by the shareholder giving timely notice of the proposal in writing to the Company Secretary of IHS Markit at the principal executive offices of IHS Markit:
IHS Markit Ltd.
Attn: Company Secretary – IHS Markit Legal Department
4th Floor, Ropemaker Place
25 Ropemaker Street
London, England EC2Y 9LY
In order to be timely under our bye-laws, notice of shareholder proposals must be received by the Company Secretary of IHS Markit, in the case of an annual general meeting of the shareholders, not less than 90 days nor more than 120 days before the anniversary date of the immediately preceding annual general meeting of shareholders. If the next annual meeting is called for a date that is more than 30 days before or after that anniversary date, notice by the shareholder in order to be timely must be received not later than 10 days following the earlier of the date on which notice of the annual general meeting was posted to shareholders or the date on which public disclosure of the date of the annual general meeting was made. Therefore, assuming that our 2018 Annual General Meeting of Shareholders is called for a date that is not more than 30 days before or after April 5, 2018, we must receive notice of such a proposal or nomination for the 2018 Annual General Meeting of Shareholders no earlier than December 6, 2017 and no later than January 5, 2018.
We urge shareholders to submit proposals by certified mail, return receipt requested, to the attention of the Corporate Secretary at the above address.
Additionally, under Bermuda law, shareholders holding not less than five percent of the total voting rights or 100 or more shareholders together may require us to give notice to our shareholders of a proposal to be submitted at an annual general meeting. Generally, notice of such a proposal must be received by us at our registered office in Bermuda, located at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda, not less than six weeks before the date of the meeting and must otherwise comply with the requirements of Bermuda law.
Shareholder proposals related to shareholder nominations for the election of directors
A shareholder’s notice to the Company Secretary related to shareholder nominations for the election of directors must be in proper written form and must set forth information related to the shareholder giving the notice and the beneficial owner (if any) on whose behalf the nomination is made, including:
as to each person whom the shareholder proposes to nominate for election as a director, (A) the name, age, business address and residence address of the person, (B) the principal occupation or employment of the person, (C) the class or series and number of shares of IHS Markit owned beneficially or of record by the person and (D) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to the Exchange Act or that IHS Markit may reasonably request in order to determine the eligibility of such person to serve as a director of IHS Markit;
the name and record address of the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is proposed;
the class or series and number of shares of IHS Markit which are registered in the name of or beneficially owned by such shareholder and such beneficial owner (including any shares as to which such shareholder or such beneficial owner has a right to acquire ownership at any time in the future);
a description of all derivatives, swaps or other transactions or series of transactions engaged in, directly or indirectly, by such shareholder or such beneficial owner, the purpose or effect of which is to give such shareholder or such beneficial owner economic risk similar to ownership of shares of IHS Markit;
a description of all agreements, arrangements, understandings or relationships engaged in, directly or indirectly, by such shareholder or such beneficial owner, the purpose or effect of which is to mitigate loss to, reduce the economic risk (or ownership or otherwise) of any class or series of shares of IHS Markit, manage the risk of share price changes for, or increase or decrease the voting power of, such shareholder or beneficial owner, or which provides, directly or indirectly, such shareholder or beneficial owner with the opportunity to profit from any decrease in the price or value of the shares of any class or series of shares of IHS Markit;
a description of all agreements, arrangements, understandings or relationships between such shareholder or such beneficial owner and any other person or persons (including their names)use in connection with the proposed nomination by such shareholderoperation of our business; other trademarks, service marks, and any material relationship between such shareholdertrade names referred to in this Annual Report on Form 10-K are, to our knowledge, the property of their respective owners. We also own or such beneficial ownerhave the rights to copyrights that protect aspects of our products and services. Solely for convenience, the person proposedtrademarks, service marks, trade names, and copyrights referred to be nominated for election;in this Annual Report on Form 10-K are listed without the ®, ™, and
a representation that such shareholder intends to appear in person or by proxy at the general meeting to propose such nomination.
In the case of an election at any general meeting of shareholders, any such notice must be accompanied by a written consent of each person whom the shareholder proposes to nominate for election as a director to being named as a nominee and to serve as a director if elected.
Shareholder proposals not related to director nominations
A shareholder’s notice © symbols, but we will assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks, and trade names.
a brief description of the business desired to be brought before the general meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend the bye-laws of the Company, the language of the proposed amendment) and the reasons for conducting such business at the general meeting;
the name and record address of such shareholder and the beneficial owner, if any, on whose behalf the business is being proposed;
the class or series and number of shares ofwas publicly traded since 2014. IHS Markit which are registered in the name of or beneficially owned by such shareholder and such beneficial owner (including any shares as to which such shareholder or such beneficial owner has a right to acquire ownership at any time in the future);
a description of all derivatives, swaps or other transactions or series of transactions engaged in, directly or indirectly, by such shareholder or such beneficial owner, the purpose or effect of whichLtd. is to give such shareholder or such beneficial owner economic risk similar to ownership of shares of IHS Markit;
a description of all agreements, arrangements, understandings or relationships engaged in, directly or indirectly, by such shareholder or such beneficial owner, the purpose or effect of which is to mitigate loss to, reduce the economic risk (or ownership or otherwise) of any class or series of shares of IHS Markit, manage the risk of share price changes for, or increase or decrease the voting power of, such shareholder or beneficial owner, or which provides, directly or indirectly, such shareholder or beneficial owner with the opportunity to profit from any decrease in the price or value of the shares of any class or series of shares of IHS Markit;
a description of all agreements, arrangements, understandings or relationships between such shareholder or such beneficial owner and any other person or persons (including their names) in connection with the proposal of such business by such shareholder and any material interest of such shareholder or such beneficial owner in such business; and
a representation that such shareholder intends to appear in person or by proxy at the general meeting to bring such business before the general meeting.
You may obtain a copy of the current rules for submitting shareholder proposals from the SEC at:
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
or through the SEC’s website at www.sec.gov.
We recommend that any shareholder desiring to make a nomination or submit a proposal for consideration obtain a copy of our bye-laws. They are available free of charge upon written requestincorporated pursuant to the Company Secretarylaws of Bermuda, and our common shares are traded on the New York Stock Exchange under the symbol “INFO.”
Director Share Ownership Guidelines
Our telephone number at this address is +44 20 7260 2000. We maintain a registered office in Bermuda at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. The telephone number of our registered office is +1 441 295 5950.
| • | Customers. We are working together with our customers to be a trusted and valued partner through meaningful and responsive engagement, deep and differentiated expertise, and best-in-class delivery. |
| • | Product. We strive to develop innovative, best-in-class products that deliver real value, are reliable, and stand out from our competitors. |
| • | Technology and data science. We are using technology and data science as a differentiator to maximize and optimize our content, expertise, and operations. |
| • | People. Our work environment is designed to encourage excitement and pride in the work we do and where our people are constantly learning and feel challenged, respected, and valued. |
| • | Efficiency. We expect to achieve operational excellence by consistently improving productivity and efficiency by leveraging technology and operations. |
| • | Financial strength. We seek to consistently deliver on our key financial commitments. |
| • | Increase in geographic, product, and customer penetration. We believe there are continued opportunities to add new customers and to increase the use of our products and services by existing customers. We plan to add new customers and build our relationships with existing customers by leveraging our existing sales channels, broad product portfolio, global footprint, and industry expertise to anticipate and respond to the changing demands of our end markets. |
| • | Introduce innovative offerings and enhancements. To maintain and enhance our position as a leading information services provider, we introduce enhancements to our products and services, as well as launch new products and services. We maintain an active dialogue with our customers and partners to allow us to understand their needs and anticipate market developments. We also seek to develop innovative uses for our existing products and services to generate incremental revenue, find more cost-effective inputs to support our existing products and services, and facilitate development of profitable new products and services.Our investment priorities are primarily in energy, automotive, and financial services, and we intend to continue to invest across our business to increase our customer value proposition. |
| • | Balance capital allocation. We expect to balance capital allocation between returning capital to shareholders (targeting an annual capital return of 50 to 75 percent of our annual capital capacity through a combination of share repurchases and cash dividends) and completing mergers and acquisitions, focused primarily on targeted transactions in our core end markets that will allow us to continue to build out our strategic position. We intend to operate at the high end of our capital policy target leverage ratio of 2.0-3.0x. |
| • | Consolidated Markets & Solutions, which includes our Product Design, Economics & Country Risk, and TMT benchmarking product offerings. |
| • | Trusted partner with diversified, global customer base and strong brand recognition. We believe that our customers trust and rely on us for our consultative approach to product development, dedication to customer satisfaction, and ability to execute and deliver effective product and service offerings. Our industry expertise allows us to effectively anticipate, understand, and address our customers’ needs. Our global footprint allows us to serve our customers throughout the world and to introduce our products and services to customers in new markets. Our product offerings are well established and recognized in multiple industries. We also own a number of well-known brands, including CARFAX, CERAWeek, the Purchasing Managers Index series, and the iBoxx indices. |
| • | Breadth and depth of information and analytics. Our customers benefit from a concentration of intellectual wealth and thought leadership in a variety of industries. We believe that our global team of information and industry experts, research analysts, and economists provides our customers with leading strategic information and research. We convert raw data into critical information through a series of transformational steps that reduce the uncertainty that is inherent in unrefined data. Our goal is to ensure that the information we provide through our product offerings is correct, current, complete, and consistent; therefore, we place a high degree of emphasis on the data transformation process. |
| • | Attractive financial model. We believe we have an attractive financial model due to our recurring revenue, margin expansion, cash generation, and capital flexibility characteristics. |
| ◦ | Significant recurring revenue. We offer our products and services primarily through recurring fixed and variable fee agreements, and this business model has historically delivered stable revenue and predictable cash flows. For the year ended November 30, 2019, we generated approximately 85 percent of our revenue from recurring revenue streams. Many of our offerings are core to our customers’ business operations, and we have long-term relationships with many of our customers. |
| ◦ | Solid margin expansion. Our customer focus and fiscal discipline have permitted us to maintain and progressively increase our margins as we integrate and streamline our operations and leverage our business model to provide valuable customer support. |
| ◦ | High cash generation. Our business has low capital requirements for product enhancement and new product development, allowing us to generate strong cash flow. |
| ◦ | Capital flexibility. Our cash flow model and credit quality provide us with a significant amount of flexibility in decision-making, allowing us to balance internal resource and investment needs, acquisitions, and shareholder return. |
| ◦ | Pricing and Reference Data Services provide independent pricing across major geographies and key asset classes as well as instrument, entity, and reference data products. We price instruments spanning major asset classes, including fixed income, equities, credit, and foreign exchange (“FX”). Customers use our pricing data primarily for independent valuations, risk analytics, and pre-trade analytics, and they use our reference data products in a broad range of valuation, trading, and risk applications in both cash and derivative markets. |
| ◦ | The Indices product portfolio includesowned and administered indices covering all asset classes. Key proprietary index families include the PMI series, iBoxx, iTraxx, and CDX. In addition, we provide a range of index-related services for custom indices. Our indices are used for benchmarking, risk management, |
| ◦ | Valuation Services provide a broad range of valuations to both derivative and cash market participants, focused on instrument and portfolio valuations. Our portfolio valuation service provides independent valuations for a wide range of derivatives and cash products across all asset classes to a range of financial institutions, including many buy-side firms. Our private equity services provide independent valuation and performance reporting solutions for investors in unlisted equity, private placements, and hard-to-value debt. |
| ◦ | Research, Sales and Trading Services offer investment bank and financial institution customers a range of platforms and tools to perform trading performance and analysis, research aggregation and distribution, investment process and sales workflows, and relationship management. |
| ◦ | Corporate product offerings deliver capital market intelligence, real-time investor analysis and targeting, event management systems, and desktop workflow solutions to senior management and investor relations professionals within the corporate suite. |
| ◦ | Enterprise Software Platforms include both standardized and custom solutions to automate our customers’ in-house processing and connectivity for trading and post-trading processing, as well as enterprise data and risk management solutions to enable customers to more effectively manage their data and calculate risk measures. These solutions are also generally offered by us in hosted solution alternatives. Managed services and hosted solutions offerings are targeted at a broad range of financial services industry participants and help our customers capture, organize, process, display, and analyze information; manage risk; reduce fixed costs; and meet regulatory requirements. Some of our primary solutions offerings include the following: |
| ▪ | Wall Street Office and WSO Services provide a loan portfolio management platform and related services to participants in the syndicated bank loan market across the complete trading lifecycle. |
| ▪ | Global Markets Group product offerings deliver bookbuilding platforms, investor prospecting solutions, and road show systems to capital markets and financial services firms across multiple asset classes, including municipal bonds, equities, fixed income, and loans. |
| ▪ | Regulatory Compliance products and services include KYC remediation tools and services, our KY3P vendor management and risk platform, advanced risk and analytics systems, and platforms and services to support counterparty transparency, tax regulations, and regulatory support for Dodd-Frank Act, EMIR, FRTB, SFTR, and other global regulations designed to increase oversight of financial markets. |
| ▪ | Private Markets product offerings, including iLevel, provide portfolio data management services, analytics, reporting and valuation solutions, and platform services to private and alternatives market participants. |
| ▪ | Enterprise Data Management (“EDM”) software and services provide customers a central hub to manage the acquisition, validation, storage, and distribution of data sets from multiple sources. |
| ▪ | Digital designs, builds, and hosts custom web solutions for customers in both the retail and institutional financial services markets. |
| ▪ | Corporate actions solutions, including a managed data service and Information Mosaic, provide a centralized source of validated corporate action data for equities, fixed income, and structured securities across the globe, as well as robust processing solutions for financial institutions. |
| ▪ | Thinkfolio is an enterprise order management and portfolio modeling system. |
| ◦ | Our Global Well, Production, Land, and Subsurface Content provides a comprehensive inventory of current and historical energy data. This content forms the basis for all of our upstream technical research, intelligence, analysis, and software portfolio. |
| ◦ | The Kingdom/Harmony Suite provides leading-edge analysis of subsurface properties, including seismic interpretation and production estimation, for the geoscience and engineering markets globally. |
| ◦ | Vantage is a global asset evaluation system that contains more than 23,000 oil and gas assets across the globe, performing forward-looking analysis of an asset’s expected return and permitting large-scale asset comparisons from distinct individual regions. |
| ◦ | Companies and Transactions performs database-driven analysis of roughly 47,000 merger and acquisition transactions, as well as financial analysis of all major oil and gas companies globally. |
| ◦ | Market analyses and forecasts provide insight and intelligence on market fundamentals. |
| ◦ | Data for manufacturing processes, as well as capital expenditure, cost, price, production, trade, demand, and capacity industry analysis and forecasts for more than 250 chemicals in more than 110 countries. |
| ◦ | An extensive library of detailed techno-economic analyses of chemicals and refining process technologies. |
| ◦ | Actionable intelligence across the value chain from agricultural inputs to agricultural and processed food commodities. |
| ◦ | Pricing information for refined products on spot, rack, and retail gasoline markets. |
| ◦ | Global and regional outlooks and forecasts for power, coal, gas, and renewable markets. |
| ◦ | Engineering Workbench provides a single interface to surface answers from a curated universe of technical knowledge comprising more than 135 million records. This includes standards, codes, and specifications; applied technical reference; engineering journals, reports, best practices, and other vetted technical reference; and patents and patent applications. |
| ◦ | BOM Intelligence, including data on more than 500 million electronic components or parts, enables our customers to integrate their bills of materials with obsolescence management, product change notifications (PCNs), end-of-life (EOL) alerts, and research and analysis. |
| ◦ | Goldfire’s cognitive search and other advanced knowledge discovery capabilities help pinpoint answers buried in enterprise systems and unstructured data, enabling engineers and technical professionals to accelerate problem solving and make better decisions more quickly. |
directors to hold common shares with an aggregate value (measured at the market price at the time of purchase or grant multiplied by the number of common shares) of at least five times the Board’s annual cash retainer. Vested stock options which are not exercised are not considered for the purposes of director equity ownership. Directors have five years to achieve the holding requirement. As of the December 31, 2016, all of our current directors held shares in excess of their holding requirement except for Mr. Rosenthal, who has until June 2019 to meet his holding requirement.
We also have a hedging and pledging policy for executive officers and directors in our policy on trading securities that (a) prohibits them from engaging in any hedging transactions that are designed to hedge or speculate on any change in the market value of IHS Markit equity securities, and (b) requires pre-clearance before allowing them to hold IHS Markit securities in margin accounts or pledge IHS Markit securities as collateral.
Director Compensation
Our nonemployee directors receive compensation for their service on our Board. The compensation is composed of cash retainers and equity awards. In addition, each of our directors is reimbursed for reasonable expenses. The following table sets forth information concerning the nonemployee director compensation program in effect at the 2016 fiscal year-end.
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Nonemployee director compensation is reviewed annually by theAudit Committee Charter, Risk Committee Charter, Human Resources Committee Charter, Nominating and Governance Committee with the assistanceCharter, Business Code of Pay Governance LLC (“Pay Governance”), the committee’s compensation consultant. The above director compensation was establishedConduct, and Compliance Hotline and Reporting Misconduct Policy. Our corporate governance documents are available in print, free of charge to any shareholder who requests them, by the committee in August 2016, after completion of the Merger. All equity awards for nonemployee directors will be determined by the Non-Employee Director Equity Compensation Policy and issued pursuant to the 2014contacting IHS Markit Ltd. Equity Incentive Award Plan. Directors may elect to defer their cash retainers to deferred share units.
Investor Relations and Corporate Communications at 15 Inverness Way East, Englewood, CO 80112 or by calling +1 303 790 0600.
In addition, we have entered into agreements with our officers and directors to indemnify them against expenses and liabilities to the fullest extent permitted by law. These agreements also provide, subject
to certain exceptions, for indemnification for related expenses including, among others, attorneys’ fees, judgments, penalties, fines and settlement amounts incurred by any of these individuals in any action or proceeding.
We have also purchased and maintain a directors’ and officers’ liability policy for the benefit of any officer or director in respect of any loss or liability attaching to him or her in respect of any negligence, default, breach of duty or breach of trust, whether or not we may otherwise indemnify such officer or director.
Director Compensation During Fiscal Year 2016
The following table sets forth information concerning the compensation of each of our nonemployee directors during the fiscal year beginning December 1, 2015 and ending November 30, 2016. Directors did not receive any stock options, non-equity incentive plan compensation, or any other compensation. Directors do not participate in defined benefit and actuarial pension plans or nonqualified defined contribution plans.
| Name(1) | Fees Earned or Paid in Cash (2) | Stock Awards ($)(3) | Total ($) | |||||||||
Dinyar S. Devitre | 116,667 | 165,161 | 281,828 | |||||||||
Ruann F. Ernst | 46,500 | — | 46,500 | |||||||||
William E. Ford(4) | 43,750 | 74,248 | 117,998 | |||||||||
Balakrishnan Iyer | 44,563 | — | 44,563 | |||||||||
Robert P. Kelly | 152,084 | 189,952 | 342,036 | |||||||||
Deborah McWhinney | 44,563 | — | 44,563 | |||||||||
Jean-Paul Montupet | 42,625 | — | 42,625 | |||||||||
Richard Roedel | 46,500 | — | 46,500 | |||||||||
Gillian H. Denham(5) | 50,000 | 132,186 | 182,186 | |||||||||
Timothy J.A. Frost(5) | 25,000 | 132,186 | 157,186 | |||||||||
The following table sets forth information concerning the outstanding share awards held by each director on November 30, 2016:
| Outstanding Share Awards at End of Fiscal Year | ||||||||||||
| Name | Deferred Share Units #(1) | Unvested Restricted Share Awards and Units #(2) | Total Share Awards Outstanding at Fiscal Year End # | |||||||||
Dinyar S. Devitre | — | 3,746 | 3,746 | |||||||||
Ruann F. Ernst | 54,953 | 5,165 | 60,118 | |||||||||
William E. Ford | — | 2,004 | 2,004 | |||||||||
Balakrishnan Iyer | 58,827 | 5,165 | 63,992 | |||||||||
Robert P. Kelly | — | 4,238 | 4,238 | |||||||||
Deborah McWhinney | 7,044 | 5,165 | 12,209 | |||||||||
Jean-Paul Montupet | 21,957 | 5,165 | 27,122 | |||||||||
Richard Roedel(3) | 124,785 | 5,165 | 129,950 | |||||||||
Executive Officers
| Name | Age | Position | ||
| Chairman and Chief Executive Officer | |||
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| Executive Vice President, Resources | |||
| Executive Vice President, President of Resources, Transportation and | |||
| Executive Vice President, Chief Administrative Officer and | |||
Todd Hyatt | Executive Vice President and Chief Financial Officer | |||
Adam Kansler | ||||
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| Executive Vice President, | |||
| Executive Vice | |||
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Heather Matzke-Hamlin servedwould step down as our SeniorChief Financial Officer in early 2020. We announced that we would appoint Jonathan Gear, currently Executive Vice President and Chief Accounting Officer from July 12, 2016 until February 15, 2017, when she stepped down from that positionPresident of Resources, Transportation and CMS, to serve as an advisor tobe our Chief Financial Officer.
Information aboutOfficer once Mr. SteadHyatt leaves the role.
Shane Akeroyd
Shane Akeroyd is executive vice president, global head of account management and regional head of Asia Pacific for IHS Markit. He served as President from July 2016 to December 2017 and was appointed Chief Operating Officer in October 2017. Prior to the Merger, Mr. AkeroydUggla was Chairman and CEO of Markit since January 2003, responsible for leading the Company’s strategic development and managing day-to-day operations. He founded Markit in 2003 after spotting an opportunity to bring transparency to the credit default swap market. The Company launched the first daily credit default swap pricing service that year. He oversaw Markit’s growth from a startup to a global public company with more than 4,200 employees in 28 offices worldwide, serving more than 3,000 customers. Between 1995 and 2003, Mr. Uggla held a number of executive management positions at Toronto-Dominion Securities, including Vice Chairman and Head of Europe and Asia. Mr. Uggla graduated from the Simon Fraser University in Canada with a BBA and holds a Master of Science from the London School of Economics, U.K.
Jane Okun Bomba
Jane Okun Bomba is executive vice president and chief administrative officer of IHS Markit, supporting the human resources, communications, marketing, investor relations and sustainability teams. Ms. Okun Bomba joined IHS 12 years ago and helped complete its successful IPO, led the architecture ofHart Publications. Mr. Crotty has a global ERP and launched the corporate sustainability program. Previously, she servedmaster’s degree in corporate finance and investor relations leadership positions at Genesis, Velocom, MediaOne Group and Northwest Airlines. Ms. Okun Bomba holds a B.G.S.journalism from American University and an MBAundergraduate degree from the University of Michigan.
Johns Hopkins University.
Randy Harvey
Randy Harvey
Todd Hyatt
Todd Hyatt isInc. in 2005 where he most recently served as executive vice president and chief financial officer of IHS Markit. Mr. Hyatt served in those same roles at IHS after previously serving as chief information officer, senior vice president of FP&A,financial planning & analysis, and leading the finance organization for the company’scompany's engineering segment. HePrior to joining IHS, Mr. Hyatt also worked for LoneTree Capital, US WEST/MediaOne, AT&T, Arthur Young, and Arthur Andersen. He holds a B.S. in accounting from the University of Wyoming and an M.S. in management from Purdue University.
general counsel, leading human resources, legal, corporate communications, risk, regulatory and strategic alliances. Before joining Markit in 2009, Mr. Kansler spent 17 years with Proskauer LLP, asbecoming a corporate partner. HeMr. Kansler holds a B.A. in economics from Hobart College and received his J.D. from Columbia University School of Law.
Yaacov Mutnikas
Yaacov Mutnikas
Jeffrey Sisson
Jeffrey Sisson is executive vice president and chief of staff for IHS Markit. From 2005 to 2016, Mr. Sisson served as senior vice president and chief human resources officer for IHS. Prior to IHS, he was senior vice president, human resources, EaglePicher, Inc.; senior director, human resources, Snap-on Inc.; and director, human resources, Whirlpool Corporation. Jeff earned a B.A. and an M.A. from Michigan State University.
Michele Trogni
Michele Trogni is executive vice president of consolidated markets and solutionsautomotive for IHS Markit. She was previously co-head of Markit’s Solutions DivisionInc. He joined the company in 2008 and was responsible for Markit’s managed services businesses, which included KYC, KY3P, Markit digitalserved in multiple product management, marketing, and Markit tax solutions. Prior to joining Markit in 2013, Ms. Trogni had over 25 years of experience in banking, most recently acting as group chief information officer for UBS and, prior to that, as head of UBS investment bank operations. She holds a B.A. (Hons) in accounting from Northumbria University and is a qualified accountant (ACCA).
Daniel Yergin
Daniel Yergin is vice chairman of IHS Markit. The Pulitzer-Prize winning author of The Prize and The Quest, Dr. Yergin was vice chairman of IHS and founded IHS CERA. He is an authority on energy, international politics and economics. His awards include Lifetime Achievement from the Prime Minister of India and the United States Energy Award for “lifelong achievements in energy and the promotion of international understanding.” He holds a B.A. from Yale University and a Ph.D. from Cambridge University, where he was a Marshall Scholar.
Michael Easton
Michael Easton is Senior Vice President and Chief Accounting Officer for IHS Markit. Previously, Mr. Easton was Senior Vice President-Financial Planning and Analysis of IHS Markit since July 2016 and of IHS Inc. from October 2012 to July 2016. Prior tocommercial leadership roles. Before joining IHS Inc., Mr. Easton wasTavernier held management positions at LexisNexis, Global Insight, and United Business Media. He also worked at Goldman Sachs and BNP Paribas. Mr. Tavernier has a Senior Manager at Ernst & Young LLP and spent over 14 yearsMaster’s Degree in audit services. Mr. Easton holds a master’s degreeBusiness Studies from Ecole des Hautes Etudes Commerciales (HEC) in accounting from Brigham Young University and is a Certified Public Accountant in the state of Colorado.
Section 16(a) Beneficial Ownership Reporting Compliance
The executive officers and directors of IHS Markit are voluntarily complying with the rules of Section 16(a) of the Exchange Act that require ownership reports to be filed on Forms 3, 4 and 5 with
the SEC. Based solely on our review of the copies of such forms we have received and written representations from our executive officers and directors that they filed all applicable reports, we believe that, since the Merger, all filings normally required by executive officers and directors under Section 16(a) have been voluntarily filed on a timely basis.
France.
Report of the Human Resources Committee
The Human Resources Committee of the Board has reviewed and discussed with Company management the Compensation Discussion and Analysis (“CD&A”). Based on such review and discussion the Human Resources Committee has recommended1A. Risk Factors
Respectfully submitteddata security controls can impact our ability to provide our products and services to customers, prevent authorized access to our systems by customers, suppliers, and employees or result in unintentional disclosure of, or unauthorized access to, or misappropriation or misuse of, customer, vendor, employee, or other confidential or sensitive data or information, which could potentially result in additional costs to our company to enhance security or to respond to occurrences, lost sales, loss of confidence in our processes and reliability, damages to our brand and reputation, violations of regulations or laws relating to the privacy of personal or payment card information, sanctions, fines, penalties, or litigation. Similarly, if any confidential or embargoed data is inadvertently disclosed or deliberately misused prior to our authorization, customers and financial markets could be negatively affected, and any resulting need to change our procedures for handling and sharing this data may diminish the value of such offerings. In addition, media or other reports of perceived security vulnerabilities to our systems or those of our third-party suppliers, even if no breach has been attempted or occurred, could also adversely impact our reputation. We are also dependent on February 21, 2017security measures that some of our customers and suppliers are taking to protect their own systems and infrastructures. For example, our outsourcing of certain functions requires us to sometimes grant network access to third-party suppliers. If our suppliers do not maintain adequate security measures, do not require their sub-contractors to maintain adequate security measures, do not perform as anticipated and in accordance with contractual requirements, or become targets of cyber-attacks, we may experience the same impacts as described above. If any of these were to occur, it could have a material adverse effect on our business and results of operations. While we maintain what we believe is sufficient insurance coverage that may (subject to certain policy terms and conditions, including deductibles) cover certain aspects of third-party security and cyber-risks and business interruption, our insurance coverage may not always cover all costs or losses.
Dr. Ruann F. Ernst, Chair
Mr. Robert P. Kelly
Mr. Jean-Paul Montupet
Mr. James A. Rosenthal
Former Membersnew cloud-based systems that could adversely affect our business. Upon implementation of the Human Resourcesnew cloud-based solutions, failure of cloud infrastructure providers to maintain adequate physical, technical and Compensation Committeeadministrative safeguards to protect the security of our confidential information and data could result in unauthorized access to our systems or a system or network disruption that could lead to improper disclosure of confidential information or data, regulatory penalties and remedial costs. There may also be a discrepancy between the contractual liability profile that the cloud service provider has agreed to and our contractual liability profile with our customers. Any disruption to either the outsourced systems or the communication links between us and the outsourced suppliers could negatively affect our ability to operate our data systems, and could impair our ability to provide services to our customers. As we increase our reliance on these third-party systems, our exposure to damage from service disruptions may increase. We may incur additional costs to remedy the damages caused by these disruptions.
Mr. William E. Ford
Ms. Gillian H. Denham
The foregoing report ofrecruit effective replacements or to otherwise attract, motivate, train, or retain highly qualified personnel could have a material adverse effect on our business, financial condition, and operating results.
Compensation Discussion and Analysis
Overview
This has been a historic year with the Mergertheft of our two companies, Markitintellectual property. Intellectual property laws differ in various jurisdictions in which we operate and IHS,are subject to change at any time, which could further restrict our ability to protect our intellectual property and proprietary rights. In particular, a portion of our revenues is derived from jurisdictions where adequately protecting intellectual property rights may prove more challenging or impossible. We may also not be able to detect unauthorized uses or take timely and effective steps to remedy unauthorized conduct. To prevent or respond to unauthorized uses of our intellectual property, we might be required to engage in costly and time-consuming litigation or other proceedings and we may not ultimately prevail. Courts, in particular, may be reluctant to enforce our proprietary rights against individual employees or contractors. Any failure to establish, maintain, or protect our intellectual property or proprietary rights could have a material adverse effect on our business, financial condition, or results of operations.
As is oftenexport or import of capital, including foreign exchange controls or restrictions that affect the case for any two companies coming together in a mergerremittance of equals, IHS and Markit had different compensation philosophies and practices. During the few months since the Merger closed, wedividends, interest or other payments to non-resident holders of our common shares.
packages to our colleagues and ensuring strong shareholder alignment. We are proudcommon shareholders of the progress we have made in the six months sincerecord as of the close of trading on February 6, 2020 (other than the Merger,Markit Group Holdings Limited Employee Benefit Trust as a result of the waiver described above).
| Equity Compensation Plan Information | |||||||||||
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (in millions) ( a ) | Weighted-average exercise price of outstanding options, warrants, and rights ( b ) | Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a)) (in millions) ( c ) | ||||||||
| Equity compensation plans approved by security holders | 18.3 | (1) | $ | 26.81 | (2) | 17.5 | (3) | ||||
| Equity compensation plans not approved by security holders | N/A | N/A | N/A | ||||||||
| Total | 18.3 | N/A | 17.5 | ||||||||
| (1) Includes (a) 9.0 million stock options, (b) 5.6 million restricted share units and 1.7 million performance share units at target performance levels that were issued with no exercise price or other consideration, (c) 1.7 million shares reserved for issuance if maximum performance on performance share units is met, and (d) 0.3 million deferred share units payable to non-employee directors upon their termination of service. Our 2014 Equity Plan contains a provision that increases the authorized maximum share amount by (a) the number of shares granted and outstanding under the Key Employee Incentive Program, the 2013 Share Option Plan, and the 2014 Share Option Plan as of June 24, 2014 that terminate by expiration, forfeiture, cancellation or otherwise without the issuance of our common shares, and (b) on January 1 of each year through January 1, 2024, in an amount equal to the lesser of: (x) 2.5 percent of the total number of IHS Markit’s common shares issued and outstanding on a fully diluted basis as of December 31 of the immediately preceding calendar year and (y) such number of common shares determined by our Board of Directors. | |||||||||||
| (2) The weighted-average exercise price is reported for the outstanding stock options reported in the first column. There are no exercise prices for the restricted share units, performance share units, or deferred share units included in the first column. There are no other outstanding warrants or rights. | |||||||||||
| (3) Includes shares repurchased by the Company upon vesting of restricted share units and performance share units for tax withholding obligations. The total number of securities remaining available for issuance under equity compensation plans may be issued under the 2014 Equity Plan. | |||||||||||
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) | ||||||||||
| September 1 - September 30, 2019: | |||||||||||||
Employee transactions (1) | 3,683 | $ | 67.10 | N/A | N/A | ||||||||
Accelerated share repurchase program (2) | 3,657,979 | $ | 67.39 | 3,657,979 | $ | 506.9 | |||||||
| October 1 - October 31, 2019: | |||||||||||||
Employee transactions (1) | 1,029 | $ | 68.92 | N/A | N/A | ||||||||
| November 1 - November 30, 2019: | |||||||||||||
Employee transactions (1) | 131,282 | $ | 71.36 | N/A | N/A | ||||||||
Accelerated share repurchase program (2) | 793,503 | $ | 67.39 | 793,503 | $ | 2,500.0 | |||||||
| Total share repurchases | 4,587,476 | $ | 67.50 | 4,451,482 | |||||||||
In FY17,share repurchase program of up to $2.5 billion of IHS Markit common shares from October 17, 2019 through November 30, 2021, to be funded using our executive officers will have a compensationexisting cash, cash equivalents, marketable securities, and future cash flows, or through the incurrence of short- or long-term indebtedness, at management’s discretion. This new program replaced the previous share repurchase program that includes (a)was originally set to terminate on November 30, 2019, but was early terminated by our Board of Directors. This October 2019 share 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 program, we are authorized to repurchase our common shares on the open market from time to time, in privately negotiated transactions, or through accelerated repurchase agreements, subject to availability of common shares, price, market conditions, alternative uses of capital, and applicable regulatory requirements, at management’s discretion.
Immediately upon closeASR, we received an initial delivery of the Merger, the IHS Markit Board appointed the Human Resources Committee (the “Committee”) and tasked the Committee with developing a total rewards strategy to attract and retain top talent, drive company performance, and align with shareholders. With that overarching directive, we have already accomplished the following for executive compensation:
Appointment of an independent compensation consultant holding no previous relationships with either IHS or Markit.
Agreement on the guiding principles for executive compensation.
Establishment of a new annual incentive program under which incentive payments will be based on achievement of financial metrics.
Adoption of a robust incentive compensation recoupment (clawback) policy.
Elimination of virtually all perquisites except those related to relocation or international assignments.
Design of a new long-term incentive program that, for the CEO and the President, will be solely in the form of performance share units with a three-year performance period tied to Earnings per Share (“EPS”) growth and Total Shareholder Return (“TSR”).
Approval of equity award terms that do not permit single-trigger acceleration of unvested equity in the event of a change in control.
Adoption of hedging and pledging policies.
Establishment of share ownership guidelines for executive officers and the Board.
Most decisions affecting the FY16 compensation of our executive officers were made prior to3.658 million shares. At the completion of the MergerASR in November 2019, we received an additional 0.794 million shares. The average price paid per share presented above reflects the average price for the 4.451 million total shares repurchased through the ASR.
Historically, Markit has been a foreign private issuer (“FPI”) under the rules of the SEC. IHS Markit continues to qualify as an FPI. As an FPI, we are not required to provide a CD&Aconsolidated financial statements and the related disclosure; however, we believe it is important to provide investors with transparent disclosure and a holistic viewnotes appearing in Part II of this Form 10-K.
| Years Ended November 30, | |||||||||||||||
| 2019 | 2018 | 2017 | 2016 | 2015 | |||||||||||
| (in millions, except for per share amounts) | |||||||||||||||
| Statement of Operations Data: | |||||||||||||||
| Revenue | $ | 4,414.6 | $ | 4,009.2 | $ | 3,599.7 | $ | 2,734.8 | $ | 2,184.3 | |||||
| Income from continuing operations attributable to IHS Markit Ltd. | $ | 502.7 | $ | 542.3 | $ | 416.9 | $ | 143.6 | $ | 188.9 | |||||
| Income from discontinued operations | — | — | — | 9.2 | 51.3 | ||||||||||
| Net income attributable to IHS Markit Ltd. | $ | 502.7 | $ | 542.3 | $ | 416.9 | $ | 152.8 | $ | 240.2 | |||||
| Basic earnings per share: | |||||||||||||||
| Income from continuing operations attributable to IHS Markit Ltd. | $ | 1.26 | $ | 1.38 | $ | 1.04 | $ | 0.46 | $ | 0.78 | |||||
| Income from discontinued operations | — | — | — | 0.03 | 0.21 | ||||||||||
| Net income attributable to IHS Markit Ltd. | $ | 1.26 | $ | 1.38 | $ | 1.04 | $ | 0.49 | $ | 0.99 | |||||
| Diluted earnings per share: | |||||||||||||||
| Income from continuing operations attributable to IHS Markit Ltd. | $ | 1.23 | $ | 1.33 | $ | 1.00 | $ | 0.45 | $ | 0.77 | |||||
| Income from discontinued operations | — | — | — | 0.03 | 0.21 | ||||||||||
| Net income attributable to IHS Markit Ltd. | $ | 1.23 | $ | 1.33 | $ | 1.00 | $ | 0.48 | $ | 0.97 | |||||
| Balance Sheet Data (as of period end): | |||||||||||||||
| Cash and cash equivalents | $ | 111.5 | $ | 120.0 | $ | 133.8 | $ | 138.9 | $ | 291.6 | |||||
| Total assets | $ | 16,087.2 | $ | 16,062.3 | $ | 14,554.4 | $ | 13,936.6 | $ | 5,577.5 | |||||
| Total long-term debt and capital leases | $ | 4,874.4 | $ | 4,889.2 | $ | 3,617.3 | $ | 3,279.3 | $ | 2,071.5 | |||||
| Total stockholders' equity | $ | 8,415.8 | $ | 8,020.5 | $ | 8,004.4 | $ | 8,084.4 | $ | 2,200.9 | |||||
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
| • | Consolidated Markets & Solutions, which includes our Product Design, Economics & Country Risk (“ECR”), and TMT benchmarking product offerings. |
| • | Increase in geographic, product, and customer penetration. We believe there are continued opportunities to add new customers and to increase the use of our products and services by existing customers. We plan to add new customers and build our relationships with existing customers by leveraging our existing sales channels, broad product portfolio, global footprint, and industry expertise to anticipate and respond to the changing demands of our end markets. |
| • | Introduce innovative offerings and enhancements. In recent years, we have launched several new product offerings addressing a wide array of customer needs, and we expect to continue to innovate using our existing data sets and industry expertise, converting core information to higher value advanced analytics. Our investment priorities are primarily in energy, automotive, and financial services, and we intend to continue to invest across our business to increase our customer value proposition. |
| • | Balance capital allocation. We will continue to manage to our capital policy target leverage ratio, and we have updated our capital policy to reflect our intent to return 50 to 75 percent of our annual capital capacity to shareholders through share repurchases and a quarterly dividend. We will continue to evaluate the long-term potential and strategic fit of our asset portfolio, and we will also continue to evaluate potential mergers and acquisitions, focused primarily on targeted transactions in our core end markets that will allow us to continue to build out our strategic position. |
| • | 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 metric. |
| • | 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. |
Our disclosures are different than what would have been reported for a full year as a combined company. To determinetransaction type revenue into the most highly compensated executive officers under the rules of the SEC,
we were required to consider a full fiscal year of compensation for executive officers who were previously employed by Markit and only post-Merger compensation for executive officers who were previously employed by IHS. Going forward, these disclosures and tables will reflect 12 full months of compensation for all executive officers, and the Summary Compensation Table will reflect the most highly compensated executives without the distortion that is created by this Merger year. As a result of including only post-Merger compensation for legacy IHS executive officers, the executive officers included in the FY16 Summary Compensation Table (the “Named Executive Officers” or “NEOs”) and named below, other than the CEO and CFO, are legacy Markit executive officers.
Jerre Stead: Chairman of the Board and Chief Executive Officer (the “CEO”)
Lance Uggla: President and Chief Integration Officer and former Chief Executive Officer of Markit
Todd Hyatt: Executive Vice President and Chief Financial Officer (the “CFO”)
Shane Akeroyd: Executive Vice President, Global Head of Account Management and Regional Head of Asia Pacific
Sari Granat: Executive Vice President and General Counsel
Adam Kansler: Executive Vice President, Financial Markets
Jeffrey Gooch: former chief financial officer of Markit
Stephen Wolff: former head of Group Corporate Strategy of Markit
Financial Performance
In FY16, we successfully executed the Merger and delivered significant value to shareholders, as demonstrated by the information in the below table. Accounting rules require that we report financial information as a combined company only from the date of the completion of the Merger through the close of the fiscal year. As such, a full 12 months of combined results is not available. To show growth, the information below is provided by fiscal year.
| Financial Performance | ||||||||||||||||
| Markit | IHS | |||||||||||||||
| 2015 | 2016 | 2015 | 2016 | |||||||||||||
Revenue(1) | $ | 1,113 million | $ | 1,165 million | $ | 2,184 million | $ | 2,286 million | ||||||||
Adjusted EPS (legacy companies)(2) | $ | 1.44 | $ | 1.60 | ||||||||||||
Adjusted EPS (IHS Markit)(3) | $ | 1.80 | $ | 1.80 | ||||||||||||
Stock Price as of November 30 | $ | 29.50 | $ | 35.94 | $ | 34.67 | (4) | $ | 35.94 | |||||||
| |
| • | Recurring fixed revenue represents revenue generated from contracts specifying a relatively fixed fee for |
| • | Recurring variable revenue represents revenue from contracts that specify a fee for |
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Throughout this CD&A, we refer to Free Cash Flow, Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted EPS. These are non-GAAP financial measures used to supplement our financial statements, which are based on U.S. generally accepted accounting principles (GAAP). For a definition and discussion of these measures, see “Definitions of Non-GAAP Financial Measures” at the end of this CD&A. We also refer to Revenue and Global Revenue which are GAAP financial measures.
Shareholder Return
As shown below, our Total Shareholder Return since the Markit initial public offering in 2014 was 14 percent higher than the S&P 500 Index. A $100 investment made on June 19, 2014 in our stock would be worth approximately $135 as of November 30, 2016, whereas the same investment in the S&P 500 Index would be worth approximately $118.
For 2016, our Total Shareholder Return also exceeded the S&P 500 Index by 13 percent. A $100 investment made on December 1, 2015 in our stock would be worth approximately $122 as of November 30, 2016, whereas the same investment in the S&P 500 Index would be worth approximately $108.
Leadership Structure
The leadership team of IHS Markit was structured to incorporate executive talent from IHS and Markit. Mr. Stead, former Chairman and CEO of IHS, is our current Chairman of the Board and CEO. Mr. Uggla, former Chairman and CEO of Markit, is our President and Chief Integration Officer. Mr. Uggla will assume the role of Chairman of the Board and CEO upon Mr. Stead’s retirement in fiscal year 2018 (FY18), a succession that was announced at the time of the Merger.
The table below shows our executive officers and their legacy companies:
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Detailed information about our leadership team can be found under “Item 10. Directors, Executive Officers and Corporate Governance – Executive Officers.”
Shareholder Engagement
Engagement with our shareholders is a significant priority for us. As a company, we believe in broad and open access and invest significant time and resource into investor outreach, as detailed below:
We host quarterly earnings calls during which our CEO and CFO present a detailed analysis of our performance, overview of progress on key initiatives and updates to annual guidance.
We remain available to answer questions from shareholders and analysts and have a goal of returning all calls within 24 hours.
We host an annual investor day, to which anyone is invited and which we webcast and record for future viewing on our website. At this annual event, we provide extensive information on our strategy, growth and profit drivers, and future opportunity and our executive officers and members of our Board are present to discuss and answer any questions or concerns a shareholder may have.
We also do extensive investor outreach, traveling to many cities to visit both current and prospective investors, and we are interested in listening to and understanding our shareholders’ positions on executive pay, pay-for-performance, and governance, among other subjects. In addition, our management team engages regularly with representatives from the major proxy advisory firms.
We have a very robust investor relations program and continue to meet regularly with a broader group of our shareholders, analysts, portfolio managers, and governance groups to ensure we understand their perspectives on IHS Markit.
Based on all of these meetings and the feedback we have received, we believe we are meeting shareholder expectations with regard to executive compensation. We have noted that some of our shareholders have expressed a concern about our run rate for our equity compensation. We are actively managing our share usage to drive improvement. We also have an active share buyback program in place that helps manage dilution from our presently outstanding equity awards.
Additionally, we intend to be transparent in our pay programs and pay practices. As an FPI, Markit has not, historically, been required to provide for a shareholder vote on executive compensation, but IHS has. We believe it is important to maintain the same level of compensation disclosure IHS provided; thus, we are voluntarily providing this CD&A and related compensation tables. At our 2017 annual general meeting, shareholders will have an opportunity to approve, on an advisory basis, the compensation of our NEOs. Shareholders will also have an opportunity to approve a proposal to hold an annual advisory vote on executive pay in future years.
Key compensation information was included in the proxy statements related to the Merger, and IHS stockholders approved, on an advisory basis, the specified compensatory arrangements between IHS and its named executive officers related to the Merger at the special meeting of shareholders held to approve the terms of the Merger.
Corporate Governance
The Committee has adopted compensation governance policies and practices that are designed to ensure effective oversight of the Company’s executive compensation program while driving Company performance and aligning management’s interests with our shareholders:
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Free Cash Flow(2) Target Maximum 100% 150% $ $ 500M 525M 100.0 106.0 % % Adjusted EBITDA Margin(2) Target Maximum 100% 150% 33.2 33.6 % % 100 101.5 % % Global Revenue(3) Target Maximum 100% 150% $ $ 2,390M 2,449M 100 102.5 % % Customer Delight(4) Target Maximum 100% 150% 74 75 % % 100.0 101.4 % % Calculated AIP Payout (as a Percent of Target) Jerre Stead Todd Hyatt Jerre Stead(9) Chairman of the Board and CEO Lance Uggla(10) President/Chief Integration Officer/former Markit CEO Todd Hyatt(11) Exec. Vice Pres., and CFO Shane Akeroyd Exec. Vice Pres., Global Head of Acct Mngmt. Sari Granat Exec. Vice Pres., General Counsel Adam Kansler Exec. Vice Pres., Financial Markets Jeffrey Gooch(12) Former Markit CFO Stephen Wolff(13) Former Markit head of Corp. Strategy Retirement Plan Contributions Life Insurance Premiums End-of-Service Payments(a) Perquisites Benefits(b) Additional Tax Payments(c) Total Jerre Stead Lance Uggla Todd Hyatt Shane Akeroyd Sari Granat Adam Kansler Jeffrey Gooch Stephen Wolff Jerre Stead Lance Uggla Todd Hyatt Shane Akeroyd Sari Granat Adam Kansler Jeffrey Gooch Stephen Wolff Number of Years of Credited Jerre Stead Todd Hyatt Jerre Stead Todd Hyatt Jerre Stead(1) Lance Uggla Todd Hyatt Shane Akeroyd Sari Granat Adam Kansler Cash Severance(2) Contractual Payment (including payment in lieu of notice) Termination Payment Restricted Share Awards(3) Stock Options(4) Total 2019. Jerre L. Stead(3) Lance Uggla(4) Todd Hyatt Shane Akeroyd Sari Granat Adam Kansler Jeffrey Gooch(5) Stephen Wolff(6) Dinyar S. Devitre Ruann F. Ernst William E. Ford(7) Balakrishnan S. Iyer(8) Robert P. Kelly(9) Deborah Doyle McWhinney(10) Jean-Paul Montupet(11) Richard W. Roedel(12) James A. Rosenthal All current directors and executive officers as a group (24 persons) Artisan Partners(13) T. Rowe Price Associates, Inc.(14) The Vanguard Group(15) Markit Group Holdings Limited Employee Benefit Trust(16) Jerre L. Stead Lance Uggla Todd Hyatt Shane Akeroyd Sari Granat Adam Kansler Jeffrey Gooch Stephen Wolff Dinyar Devitre Ruann F. Ernst William E. Ford Balakrishnan S. Iyer Robert Kelly Deborah Doyle McWhinney Jean-Paul Montupet Richard W. Roedel James A. Rosenthal All current directors and executive officers as a group (24 persons) Equity compensation plans approved by security holders Equity compensation plans not approved by security holders. Total. reference herein. November 30, 2019. Audit Fees Audit-Related Fees Tax Fees All Other Fees Total Legacy FY16 Executive Compensation ProgramsActionsLegacy Compensation PlansFor FY16,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 executive officers received compensationsame 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 their applicable legacy MarkitU.S. GAAP and do not purport to be an alternative to net income or IHS compensation programs (base salary, annual incentive, and long-term incentive plans).Legacy Markit Compensation ProgramLegacy IHS Compensation ProgramA. Base SalaryA. Base SalaryB. Discretionary annual performance compensation is determinedoperating cash flow as a total incentive amount and delivered in a mix of (i) cash bonus and (ii) equity. The overall amount each individual receives is based on the achievement of individual financial and strategic objectives and Company performance.(i) For FY16, the annual cash incentive was funded based on the achievement of Revenue and Adjusted EBITDA goals, and was allocated on an individual basis in consideration of each executive’s performance compared to the prior year’s performance and as a percentage of his or her total direct compensation.(ii) Equity was delivered in form of restricted share awards with a three-year graded vesting period. Equity was granted in consideration of each executive’s performance compared to the prior year’s performance and as a percentage of his or her direct compensation.B. Annual Incentive Plan (“AIP”) is based on financial and non-financial metrics. Each executive officer is designated a target payout as a percent of salary with opportunity to earn above and below target payouts based on actual performance.Under the legacy IHS annual incentive plan, executive officers were provided with target incentive opportunities that would pay out above or below target based on financial performance. The payouts were based on four metrics that represented key business performance areas for legacy IHS: Free Cash Flow, Adjusted EBITDA Margin, Global Revenue and Customer Delight.For FY16, the AIP paid out at 112.5 percent of target based on achievement of goals.C. Long term incentives were delivered in the form of restricted share units (“RSUs”) with a three-year cliff vest and performance share units (“PSUs”) with a three-year performance period. Competitive equity ranges were established by position and level, with the final award determined by an individual executive’s past and expected future performance.Base SalaryIn January 2016, the Markit Human Resources Committee approved an increase in Mr. Uggla’s base salary from $750,000 to $800,000, stated inindicator of operating performance or any other U.S. dollars (“USD”).In October 2016, after reviewing internal equity and external market data, the Committee increased Ms. Granat’s salary from $400,000 to $450,000 to bring her salary more in line with the market.In June 2015, priorGAAP measure. Throughout this MD&A, we provide reconciliations of these non-GAAP financial measures to the Merger, Mr. Stead was re-appointed as CEO of IHS after previously retiring as CEO of IHS in May 2013. At the time of his re-appointment, the IHS Committee approved a base salary of $745,428. In addition, based on prior service to IHS, Mr. Stead receives annual payments totaling $214,572 that were previously earned from the IHS Supplemental Income Plan. Mr. Stead requested that payments from the Supplemental Income Plan be deducted from the market competitive value in determining his base salary. At that time, a competitive salary for his position as CEO of IHS was approximately $1 million. Mr. Stead’s target bonus is calculated based on $960,000, the combination of his base salary and annual Supplemental Income Plan payment.Annual Incentive Plan and BonusBecause our financial results are combined only on a post-Merger basis, the Committee decided to keep the executive officers under the terms of their respective legacy annual performance and incentive plans for FY16. Payments for legacy Markit’s annual performance plan are discretionary and described below, under “Legacy Markit Annual Incentive.” Payments under the legacy IHS AIP were based upon the achievement of specific financial metrics, and the Committee used no further discretion to determine the amounts received by each NEO. These payments are described below under “Legacy IHS Annual Incentive Plan.”Legacy Markit Annual Incentive. Legacy Markit’s overall annual cash incentive pool was determined as a percentage of Revenue for the Financial Services segmentmost directly comparable U.S. GAAP measures.EBITDA. Under the legacy Markit compensation program, annual performance compensation included a mix of cash incentive and restricted share awards.The Committee determined FY16 cash incentives after a comprehensive review and evaluation of the Company and individual performance for the year, both on a year-over-year basis and as compared to key competitors.Company performance: Management reviewed the Company’s forecasted 2016 financial performance with the Committee in December 2016, and the Committee assessed full-year actual financial results before finalizing compensation decisions in January 2017.Individual performance: The Committee considered the following individual contributions of the President and each other NEO (other than Mr. Gooch and Mr. Wolff, who were not eligible to receive any incentive compensation for 2016 due to their departure from the Company following the Merger):Mr. Uggla provided outstanding leadership of Markit and of IHS Markit, including delivering solid financial results. Mr. Uggla successfully negotiated the Merger for Markit, guided Markit through the closing, and then led the integration program for the combined Company. Mr. Uggla has met extensively with colleagues, customers and shareholders to ensure that all constituencies understand the strategy behind the Merger and the potential opportunity available and value to be created through this transaction.Mr. Akeroyd successfully led the sales teams within Markit and subsequently the global account management team within IHS Markit, building deeper relationships with our customers and growing the pipeline of business. He successfully positioned IHS Markit as a company able to deliver best-in-class information, insight and analytics to our customers and delivered training on our positioning to colleagues globally. Mr. Akeroyd coordinated across product, sales and marketing teams to deliver the initial revenue synergy deals and built the pipeline to deliver more transactions in 2017.Ms. Granat led Markit through the successful closing of the Merger and assumed the expanded role of general counsel for the Company. Ms. Granat completed five other M&A transactions and resolved a number of competition claims and/or investigations all with no finding of wrongdoing or payment of fines.Mr. Kansler delivered solid business results for Markit’s Information division prior to the Merger and for IHS Markit’s Financial Markets division post-Merger, increasing RevenueEBITDAin line withare used by securities analysts, investors, and other interested parties to assess our strategy. Mr. Kansler completed the acquisitions and successful integrations of Prism,operating performance. For example, a global leader in complex derivatives valuationsmeasure similar to complement the division’s existing valuations businesses, and the HSBC ALBI index, which forms part of IHS Markit’s index portfolio. Following the Merger, Mr. Kansler deliveredlong-term cost savings through careful cost management and completed the full integration of country risk content to the Connect platform to enable integrated access for our customers.Legacy Markit Annual IncentiveNameFY16 Annual Incentive ($)Lance Uggla1,100,000Shane Akeroyd300,000Sari Granat300,000Adam Kansler300,000Legacy IHS Annual Incentive Plan.Under the legacy IHS annual incentive plan, executive officers were provided with target incentive opportunities that would pay out above or below target based on financial performance. The payouts were based on four metrics that represented key business performance areas for legacy IHS: Free Cash Flow, Adjusted EBITDA Margin, Global Revenue and Customer Delight. After the close of the year, performance was measured against the annual incentive plan metrics to determine the amount earned, as shown in the table below.FY16 Legacy IHS Annual Incentive Plan Payout Metric Weighting Payout Level(1) FY16
Goal Goal as a % of
Target FY16
Results AIP Level
Achieved 30 % Threshold 30% $ 475M 96.0 % $ 525M 150 % 25 % Threshold 30% 32.8 % 98.5 % 34.6 % 150 % 25 % Threshold 30% $ 2,330M 97.5 % $ 2,286M 0 % 20 % Threshold 30% 72 % 97.3 % 75 % 150 % 112.5 % (1)Percentage of target earned is interpolated between these points. No amount is paid below the level identified as “Threshold.”(2)Free Cash Flow and Adjusted EBITDA Margin are non-GAAP financial measures. See “Definitions of Non-GAAP Financial Measures” in this CD&A for definitions and a discussion of Free Cash Flow and Adjusted EBITDA Margin.(3)Global Revenue is calculated in accordance with U.S. GAAP. For purposes of the legacy IHS AIP, Global Revenue is reported in our financial reports within the following operating segments: Resources, Transportation, and CMS.(4)The Customer Delight metric for legacy IHS, the only non-financial metric included in the AIP, was measured with an ongoing, dedicated assessment of customers’ preferences and product needs through surveys and follow-up contacts. Each year, a target goal for Customer Delight was established and performance was then evaluated throughout the year based on the results of external customer surveys. The Customer Delight baseline (or threshold) goal for FY16 was 72 percent and was established based on the prior year’s performance. Target and stretch goals were assigned based on incremental gains to the established threshold goal. In FY16, actual performance for Customer Delight was determined after the completion of two surveys and this performance was measured against the pre-established targets. For FY16, the target goal was a Customer Delight score of 74 percent, with a stretch goal of 75 percent. Because the stretch goal was met, each of the legacy IHS executive officers received a payout of 150 percent of their target tied to Customer Delight. The amount earned for the Customer Delight portion was paid to the NEOs in the form of IHS common stock to better align executive officers’ interests with stockholders’ interests as well as the interests of all other colleagues who receive an equity award when the Customer Delight goal is met.The IHS free cash flow target goal for FY16 was lower than our FY15 cash flow. Our free cash flow goals will vary from year to year based on how we utilize our cash and make investments. The target free cash flow goal is dependent upon our intended use of cash for strategic purposes, and will not always be higher than the prior year’s actual free cash flow.Based on achievement of these goals, the following legacy IHS executive officers received actual annual incentive payouts for the full fiscal year as follows:FY16 Legacy IHS Annual Incentive Payments Name FY16 AIP Target as
a Percent of Salary FY16 AIP
Target ($) FY16 AIP Earned
Payment (%) FY16 AIP
Earned
Payment ($) 120 (1) 1,152,000 112.5 1,296,000 75 451,350 112.5 507,769 (1)Mr. Stead’s annual AIP opportunity is 120 percent of fixed cash compensation that includes his base salary and payments from the IHS Supplemental Income Plan.Awards of Long-Term Incentives (Equity)Equity awards were approved by each legacy company’s human resources committee in the first quarter of FY16, with the exception of Mr. Stead’s post-Merger grant.CEO Equity AwardIn August 2016, the Committee approved a grant of PSUs, with a target grant date fair value of $6,155,700, to Mr. Stead that will vest in the first quarter of fiscal year 2018 based upon the achievement of FY17 EPS goals. Generally, our PSUs will have a three-year performance period, but we determined it was in shareholders’ best interest to provide Mr. Stead with a one-year performance period to ensure he is highly motivated to achieve the Merger’s near-term goals. The Committee chose FY17 EPS performance as this is a key indicator of the Company’s success post-Merger. If EPS is achieved at the maximum performance level, Mr. Stead will vest in 150 percent of the target PSUs granted.Legacy Markit Equity AwardsIn the first quarter of FY16, as part of their annual performance compensation, the Markit Committee approved awards of restricted share awards to legacy Markit executives. The awards vest ratably over a three-year period. Historically, Markit established a target compensation level — comprised of salary, cash incentive and equity awards — for each executive officer. In determining the value of awards to grant, the Markit Committee considered each executive’s performance compared to prior year’s performance and his or her total direct compensation.Markit Long-Term Incentive Program (Annual Equity Grants)NameRestricted Share AwardsGrant Date Value ($)Lance Uggla5,472,597Shane Akeroyd965,742Sari Granat(1)304,989Adam Kansler1,067,384Jeffrey Gooch1,016,548Stephen Wolff711,590(1)In addition to the restricted share awards listed above, prior to the Merger, the Markit Committee approved a grant of stock options with a grant date fair value of $880,000 to Ms. Granat to recognize her promotion to general counsel of legacy Markit.Benefits and PerquisitesLegacy Markit and IHS benefits remained in place during FY16. Both IHS and Markit provided executive officers with life and medical insurance, and other benefits generally available to allemployees. Both IHS and Markit sponsored a qualified defined contribution plan (401(k)) that provided matches to employee contributions. IHS offered its most senior level U.S. colleagues an opportunity to participate in a voluntary deferred compensation program through which they could defer a portion of their annual cash compensation; however, IHS did not provide any matching contributions or interest payments on amounts deferred. This deferred compensation program has been adoptedrequired by the Company and expanded to include all eligible colleagues from both Markit and IHS. In FY17, we intend to harmonize benefits across both companies.Generally, the Committee believes that perquisites should be kept to a minimum, and in most caseslenders under our executive officers did not receive perquisites that exceeded the $10,000 disclosure threshold. However, under terms of his employment agreement that Mr. Uggla has had with Markit since inception of the company, he has long received from Markit a housing allowance with a tax-related payment, an automobile allowance, and other perquisites described in his employmentrevolving credit agreement. In FY16, Mr. Uggla voluntarily waived all perquisites other than those related to the housing and automobile allowances. In FY17, the Committee determined that limited perquisites would be the ongoing policy of the Company, with exceptions made for relocations and international assignments. Mr. Uggla will not be eligible to receive any of these perquisites in FY17. In recognition of the significant change in the perquisite policy for Mr. Uggla, and in light of the Company’s new leadership structure, the Committee approved a FY17 salary increase for Mr. Uggla.The Committee believes that, in the case of international assignments and relocations, additional allowances are warranted to ensure executive officers are able to maintain their standard of living and do not experience a personal negative financial impact due to their assignment or relocation. Mr. Hyatt received relocation assistance in FY16 that is consistent with what would be received by other colleagues who are relocated for business reasons. In connection with Mr. Hyatt’s expatriate assignment in the United Kingdom, he also received allowances, tax equalization, and other benefits in FY16 that were approved by the IHS Committee prior to the Merger.FY17 Executive Compensation Philosophy and DesignFY17 Executive Compensation PhilosophyOur executive compensation program for FY17 is governed by the following guiding principles:Total rewards strategy thatsupports our mission, vision and valuesA philosophy designed toattract, retain and motivate top talentPrograms that areglobally consistent and locally competitiveShort-term incentives that arealigned to key business objectives appropriate to colleague rolesLong-term incentives that align colleague and shareholder interests andpromote shareholder returnSupportinga pay-for-performance cultureWith these guiding principles, we will operationalize as follows for FY17:All incentive plans will have specific financial-based metrics that directly support our near-term and long-term business objectives.The annual incentive performance metrics for executive officers will be corporate revenue and corporate Adjusted EBITDA with an individual modifier.Long-term incentives will be delivered in the form of PSUs and RSUs to manage dilution.•PSUs may be earned based on three-year cumulative adjusted earnings per share (“Adjusted EPS”) growth with a TSR modifier that prevents above-target payouts if TSR performance is below the 50th percentile of the S&P 500.FY17 Executive Compensation DesignIn FY17, our executive officers will have a compensation program that includes: (a) a competitive base salary, (b) an annual incentive tied to pre-established financial goals, and (c) long-term incentives aimed to motivate and retain executives while driving the long-term performance of the Company.Compensation Peer GroupWith the advice of Pay Governance LLC, the independent executive compensation consultant retained by the Committee, the Committee chose a peer group of 18 companies to be used in benchmarking executive pay. The peer group was developed with consideration given to: key competitors identified in interviews with IHS and Markit executives; the composition of legacy IHS and Markit compensation peer groups; and industry and size (revenue, EBITDA, market cap) factors. In this peer group, IHS Markit is at the 51st percentile for revenue and the 59th percentile for market capitalization. The Committee does not rely solely on peer group compensation data in making its individual compensation determinations. Generally, the Committee aims to provide total pay opportunities to our executives based on consideration of a number of factors, including pay levels for executives in similar positions within in our peer group, nature and scope of each executive’s duties, individual performance, and internal pay positioning, taking into account each NEO’s pay components and levels relative to other executives with respect to role, length of time the executive has served in the executive’s current position, seniority and levels of responsibility.The companies identified as our peer group were:IHS Markit Peer Group for Compensation BenchmarkingComputer Sciences CorporationDST Systems, Inc.The Dun & Bradstreet CorporationEquifax Inc.FactSet Research Systems Inc.Fidelity National Information Services Inc.Fiserv, Inc.Gartner, Inc.Informa plcMoody’s CorporationMSCI Inc.Nielsen Holdings plcRELX PLCS&P Global, Inc.Thomson Reuters CorporationTransUnionVerisk Analytics, Inc.Wolters Kluwer N.V.Elements of PayThe following table describes the components of the executive compensation program and the purpose of each component:ComponentDescriptionObjectiveBase Salary• Fixed pay to recognize individual’s role and responsibilities• Pay for expertise and experience• Attract and retain NEOs by providing competitive level of fixed compensationShort-Term Incentive Plan• Performance-based annual compensation component linked to Company financial performance and individual performance compared to pre-determined goals• Motivate and provide annual recognition of superior operational and financial performance• Annual incentive target stated as percent of base salary• Align with shareholder interests by determining bonus amounts based on key financial metrics used to measure success• Payout opportunity from 0 percent to 200 percent of targetLong-Term Incentive Awards• Multi-year equity awards linked to share price and Company performance• Provide incentives for executives to deliver strong Company share and financial performance over the long-term• Long-term incentive target value stated as a percentage of salary• Reinforce alignment between interests of NEOs and shareholders• Value ultimately earned by NEOs depends on share price at vesting and, for PSUs, also on Company Adjusted EPS and relative TSR performance over 3-year performance period• Promote long-term retention by providing a meaningful and yet forfeitable ownership stake denominated in our shares• For the CEO and the President, value delivered 100% through PSUs• For other NEOs, value delivered through 50% RSUs and 50% PSUsRetirement Programs• Contribute to a competitive total rewards program• Programs are consistent with those of Company employees generallyRetention Programs• Retention awards to key executives in the form of equity and / or cash awards• To ensure retention and stability of leadership team through the merger integration and CEO successionTotal Pay MixFor FY17, target variable compensation will represent 87 percent of the direct compensation for each of the CEO and the President and 75 percent of the direct compensation for the other NEOs.Fixed and Variable Pay Elements
Role of Management, Committee and Independent ConsultantRole of ManagementAt the Committee’s request, the Company’s management provides the Committee with information, analyses, and recommendations regarding the Company’s executive compensation program and policies and assists the Committee in carrying out its responsibilities. The Committee also meets regularly in executive session without management present, including regularly meeting with its independent compensation consultant. While the Committee considers the recommendations of the CEO and the President regarding NEO compensation levels (other than with respect to their own compensation), the Committee ultimately makes all decisions relating to NEO compensation.Role of the CommitteeThe Committee, which is composed of four independent directors, is responsible for the compensation of the NEOs. This means that the Committee sets base salaries and short-term and long-term incentive targets, and approves the individual compensation elements for each executive officer. In consultation with an independent compensation consultant and Company management, the Committee actively participates in the design process of the Company’s incentive compensation programs, and provides the final approval of incentive programs and quantitative performance metrics. The Committee establishes target compensation and performance goals for the NEOs and determines annual incentive payments for the prior year, based upon a review of the performance achieved. As the Committee makes its decisions, it considers financial results in the most recent year, along with feedback from shareholders through the Company’s engagement activities and input from the independent compensation consultant. The Committee reviews and approves compensation with a view to support the Company’s long-range plans, achieve superior annual and long-term financial results and make continued progress on the Company’s long-term strategic objectives.Role of Independent Compensation ConsultantIn September 2016, the Committee engaged Pay Governance as its independent executive compensation advisor to guide it on executive compensation and related governance matters. In choosing Pay Governance, the Committee was specifically searching for a credible leader in the executive compensation field with diversified industry experience and expertise working through mergers of equals and harmonization of compensation plans and philosophies. In FY16, following theclosing of the Merger, Pay Governance has advised on the establishment of a new peer group, provided recommendations for immediate and longer-term actions to bring the executive compensation team into alignment with the competitive market, and recommended the current design of our short-term and long-term incentive programs. While the Committee considers the recommendations of Pay Governance, the Committee ultimately makes all decisions relating to NEO compensation.The Committee has direct access to the Pay Governance advisors. Pay Governance had not previously provided services to Markit or IHS. Pay Governance does not perform any other work for IHS Markit, does not trade in IHS Markit shares, and does not have any other economic interests or other relationships that would conflict with their obligation to provide impartial advice to the Committee.Employment Contracts, Termination of Employment Arrangements, and Change in Control ArrangementsOur CEO does not have an employment agreement. Both legacy IHS and legacy Markit have entered into employment agreements and severance agreements with certain executive officers that are described under “Executive Employment Agreements” and “Potential Payments upon Termination or Change in Control.” In FY17, the Committee expects to harmonize the form of employment agreements for IHS Markit executive officers.In FY16, the Company entered into termination agreements with Mr. Gooch and Mr. Wolff that provided for severance and accelerated vesting of equity consistent with the change in control terms of their employment agreements. They each received a termination payment in recognition of their efforts to ensure a successful closing of the Merger.Compensation and RiskAs we designed our compensation philosophy and strategy, the Committee has considered the balance between appropriately motivating our executives while ensuring that the Company’s compensation program does not encourage excessive risk-taking. We believe that the balance between our short- and long-term incentives, selection of performance measures, and other governance practices such as our share ownership guidelines, anti-hedging/pledging policy, incentive compensation recoupment policy, and sound internal controls over financial reporting to ensure that performance-based compensation is earned on the basis of accurate financial data all contribute to ensure that our compensation plans and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.Accounting and Tax TreatmentThe Committee considers the anticipated accounting and tax treatment to IHS Markit and to the NEOs in its decision-making process. From an accounting perspective, the Committee’s preference is that there are no significant negative accounting implications due to the design of the compensation program.Our compensation programs are designed with Sections 409A and 457A of the Internal Revenue Code in mind, with the intent to avoid adverse tax consequences for our executive officers.Definitions of Non-GAAP Financial MeasuresThroughout this CD&A, we refer to Free Cash Flow, Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted EPS. These are non-GAAP financial measures used to supplement our financial statements, which are based on U.S. generally accepted accounting principles (GAAP). We also refer to Revenue and Global Revenue, which are GAAP financial measures.We define Free Cash Flow as net cash provided by operating activities less capital expenditures. 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, settlement, and settlementother expense, the impact of joint ventures and noncontrolling interests, and discontinued operations). Increase (Decrease) in Total Revenue (All amounts represent percentage points) Organic Acquisitive 2019 vs. 2018 6 % 5 % (1 )% 2018 vs. 2017 6 % 5 % 1 % Year ended November 30, % Change 2019 vs. 2018 % Change 2018 vs. 2017 (In millions, except percentages) 2019 2018 2017 Revenue: Financial Services $ 1,701.5 $ 1,419.7 $ 1,232.9 20 % 15 % Transportation 1,246.1 1,160.2 991.6 7 % 17 % Resources 933.8 876.5 839.3 7 % 4 % CMS 533.2 552.8 535.9 (4 )% 3 % Total revenue $ 4,414.6 $ 4,009.2 $ 3,599.7 10 % 11 % 2019 vs. 2018 2018 vs. 2017 (All amounts represent percentage points) Organic Acquisitive Organic Acquisitive Financial Services revenue 6 % 15 % (1 )% 6 % 8 % 1 % Transportation revenue 8 % — % (1 )% 11 % 6 % 1 % Resources revenue 5 % 2 % — % 4 % — % — % CMS revenue 1 % (4 )% (1 )% 2 % 1 % 1 % Year ended November 30, % Change 2019 vs. 2018 % Change 2018 vs. 2017 (In millions, except percentages) 2019 2018 2017 Total Organic Total Organic Revenue: Recurring fixed $ 3,162.4 $ 2,861.5 $ 2,550.0 11 % 6 % 12 % 6 % Recurring variable 572.9 506.3 449.0 13 % 4 % 13 % 6 % Non-recurring 679.3 641.4 600.7 6 % 6 % 7 % 6 % Total revenue $ 4,414.6 $ 4,009.2 $ 3,599.7 10 % 6 % 11 % 6 % As a percent of total revenue: Recurring fixed 72 % 71 % 71 % Recurring variable 13 % 13 % 12 % Non-recurring 15 % 16 % 17 % Year ended November 30, % Change 2019 vs. 2018 % Change 2018 vs. 2017 (In millions, except percentages) 2019 2018 2017 Operating expenses: Cost of revenue $ 1,657.0 $ 1,495.7 $ 1,348.4 11 % 11 % SG&A expense 1,197.9 1,192.8 1,096.0 — % 9 % Total cost of revenue and SG&A expense $ 2,854.9 $ 2,688.5 $ 2,444.4 6 % 10 % Depreciation and amortization expense $ 573.1 $ 541.2 $ 492.5 6 % 10 % As a percent of revenue: Total cost of revenue and SG&A expense 65 % 67 % 68 % Depreciation and amortization expense 13 % 13 % 14 % Year ended November 30, % Change 2019 vs. 2018 % Change 2018 vs. 2017 (In millions, except percentages) 2019 2018 2017 Adjusted EBITDA: Financial Services $ 786.2 $ 636.9 $ 553.7 23 % 15 % Transportation 520.9 479.3 408.6 9 % 17 % Resources 403.5 369.4 360.2 9 % 3 % CMS 121.1 127.4 125.2 (5 )% 2 % Shared services (52.8 ) (48.1 ) (57.8 ) 10 % (17 )% Total Adjusted EBITDA $ 1,778.9 $ 1,564.9 $ 1,389.9 14 % 13 % As a percent of segment revenue: Financial Services 46.2 % 44.9 % 45.0 % Transportation 41.8 % 41.3 % 41.0 % Resources 43.2 % 42.1 % 43.0 % CMS 22.7 % 23.0 % 23.0 % Year ended November 30, % Change 2019 vs. 2018 % Change 2018 vs. 2017 (In millions, except percentages) 2019 2018 2017 Net income attributable to IHS Markit Ltd. $ 502.7 $ 542.3 $ 416.9 (7 )% 30 % Interest income (1.9 ) (3.1 ) (2.2 ) Interest expense 259.7 225.7 154.3 Provision (benefit) for income taxes 242.6 (115.4 ) (49.9 ) Depreciation 196.1 175.1 157.0 Amortization 377.0 366.1 335.5 EBITDA $ 1,576.2 $ 1,190.7 $ 1,011.6 32 % 18 % Stock-based compensation expense 223.8 241.7 261.9 Restructuring charges 17.3 1.7 — Acquisition-related costs 28.8 80.7 103.1 Acquisition-related performance compensation 41.5 54.1 9.9 Loss on debt extinguishment 7.0 4.7 — Gain on sale of assets (115.3 ) — — Pension mark-to-market and settlement (gain) expense 1.8 (6.5 ) 5.4 Share of joint venture results not attributable to Adjusted EBITDA 0.9 0.5 (1.2 ) Adjusted EBITDA attributable to noncontrolling interest (3.1 ) (2.7 ) (0.8 ) Adjusted EBITDA $ 1,778.9 $ 1,564.9 $ 1,389.9 14 % 13 % Adjusted EBITDA as a percentage of revenue 40.3 % 39.0 % 38.6 % (In millions, except percentages) As of November 30, 2019 As of November 30, 2018 Dollar change Percent change Accounts receivable, net $ 890.7 $ 792.9 $ 97.8 12 % Accrued compensation $ 215.2 $ 214.1 $ 1.1 1 % Deferred revenue $ 879.7 $ 886.8 $ (7.1 ) (1 )% Year ended November 30, % Change 2019 vs. 2018 % Change 2018 vs. 2017 (In millions, except percentages) 2019 2018 2017 Net cash provided by operating activities $ 1,251.3 $ 1,289.5 $ 961.5 (3 )% 34 % Net cash used in investing activities $ (271.5 ) $ (2,112.1 ) $ (646.3 ) (87 )% 227 % Net cash (used in) provided by financing activities $ (958.0 ) $ 873.0 $ (329.3 ) (210 )% (365 )% Year ended November 30, % Change 2019 vs. 2018 % Change 2018 vs. 2017 (In millions, except percentages) 2019 2018 2017 Net cash provided by operating activities $ 1,251.3 $ 1,289.5 $ 961.5 Capital expenditures on property and equipment (278.1 ) (222.7 ) (260.2 ) Free cash flow $ 973.2 $ 1,066.8 $ 701.3 (9 )% 52 % Payment due by period Contractual Obligations and Commercial Commitments Total Less than 1 year 1 - 3 years 3 - 5 years More than 5 years Term loans, notes, and interest $ 6,487.0 $ 471.9 $ 1,177.6 $ 1,464.3 $ 3,373.2 Operating lease obligations 412.0 63.2 108.2 81.2 159.4 Unconditional purchase obligations 96.6 49.8 41.0 5.6 0.2 Total $ 6,995.6 $ 584.9 $ 1,326.8 $ 1,551.1 $ 3,532.8 Item 8. Financial Statements and Supplementary Data Consolidated Financial Statements Consolidated Balance Sheets as of November 30, 2019 and 2018 Consolidated Statements of Operations for the Years Ended November 30, 2019, 2018, and 2017 Consolidated Statements of Comprehensive Income for the Years Ended November 30, 2019, 2018, and 2017 Consolidated Statements of Cash Flows for the Years Ended November 30, 2019, 2018, and 2017 Consolidated Statements of Changes in Equity for the Years Ended November 30, 2019, 2018, and 2017 Notes to Consolidated Financial Statements for the Years Ended November 30, 2019, 2018, and 2017 Measurement of the Income Tax Provision Description of the Matter How We Addressed the Matter in Our Audit As of As of November 30, 2019 November 30, 2018 Assets Current assets: Cash and cash equivalents $ 111.5 $ 120.0 Accounts receivable, net 890.7 792.9 Deferred subscription costs 72.1 77.3 Assets held for sale 115.3 — Other current assets 118.2 109.2 Total current assets 1,307.8 1,099.4 Non-current assets: Property and equipment, net 658.2 579.6 Intangible assets, net 4,169.0 4,484.8 Goodwill 9,836.3 9,836.0 Deferred income taxes 17.8 14.6 Other 98.1 47.9 Total non-current assets 14,779.4 14,962.9 Total assets $ 16,087.2 $ 16,062.3 Liabilities and equity Current liabilities: Short-term debt $ 251.1 $ 789.9 Accounts payable 59.7 42.2 Accrued compensation 215.2 214.1 Other accrued expenses 479.1 379.3 Income tax payable 58.5 8.0 Deferred revenue 879.7 886.8 Liabilities held for sale 25.9 — Total current liabilities 1,969.2 2,320.3 Long-term debt, net 4,874.4 4,889.2 Deferred income taxes 667.2 699.9 Other liabilities 145.5 126.5 Commitments and contingencies Redeemable noncontrolling interests 15.1 5.9 Shareholders' equity: Common shares, $0.01 par value, 3,000.0 authorized, 476.3 and 472.9 issued, and 398.3 and 397.1 outstanding at November 30, 2019 and November 30, 2018, respectively 4.8 4.7 Additional paid-in capital 7,769.4 7,680.4 Treasury shares, at cost: 78.0 and 75.8 at November 30, 2019 and November 30, 2018, respectively (2,391.8 ) (2,108.8 ) Retained earnings 3,295.0 2,743.1 Accumulated other comprehensive loss (261.6 ) (298.9 ) Total shareholders' equity 8,415.8 8,020.5 Total liabilities and equity $ 16,087.2 $ 16,062.3 Year ended November 30, 2019 2018 2017 Revenue $ 4,414.6 $ 4,009.2 $ 3,599.7 Operating expenses: Cost of revenue 1,657.0 1,495.7 1,348.4 Selling, general and administrative 1,197.9 1,192.8 1,096.0 Depreciation and amortization 573.1 541.2 492.5 Restructuring charges 17.3 1.7 — Acquisition-related costs 70.3 134.8 113.0 Other (income) expense, net (104.5 ) 1.7 18.7 Total operating expenses 3,411.1 3,367.9 3,068.6 Operating income 1,003.5 641.3 531.1 Interest income 1.9 3.1 2.2 Interest expense (259.7 ) (225.7 ) (154.3 ) Net periodic pension and postretirement (expense) income (2.8 ) 5.6 (6.9 ) Non-operating expense, net (260.6 ) (217.0 ) (159.0 ) Income from continuing operations before income taxes and equity in loss of equity method investees 742.9 424.3 372.1 (Provision) benefit for income taxes (242.6 ) 115.4 49.9 Equity in loss of equity method investees (0.9 ) (0.5 ) (5.0 ) Net income $ 499.4 $ 539.2 $ 417.0 Net loss (income) attributable to noncontrolling interest 3.3 3.1 (0.1 ) Net income attributable to IHS Markit Ltd. $ 502.7 $ 542.3 $ 416.9 Basic earnings per share attributable to IHS Markit Ltd. $ 1.26 $ 1.38 $ 1.04 Weighted average shares used in computing basic earnings per share 399.5 394.4 400.3 Diluted earnings per share attributable to IHS Markit Ltd. $ 1.23 $ 1.33 $ 1.00 Weighted average shares used in computing diluted earnings per share 409.2 406.9 416.2 Year ended November 30, 2019 2018 2017 Net income $ 499.4 $ 539.2 $ 417.0 Other comprehensive income (loss), net of tax: (3.2 ) 7.6 6.6 (5.7 ) 4.8 1.4 Foreign currency translation adjustment 46.2 (220.4 ) 345.8 Total other comprehensive income (loss) 37.3 (208.0 ) 353.8 Comprehensive income $ 536.7 $ 331.2 $ 770.8 Comprehensive loss (income) attributable to noncontrolling interest 3.3 3.1 (0.1 ) Comprehensive income attributable to IHS Markit Ltd. $ 540.0 $ 334.3 $ 770.7 Year ended November 30, 2019 2018 2017 Operating activities: Net income $ 499.4 $ 539.2 $ 417.0 Reconciliation of net income to net cash provided by operating activities: Depreciation and amortization 573.1 541.2 492.5 Stock-based compensation expense 223.8 241.7 261.9 Gain on sale of assets (115.3 ) — — Net periodic pension and postretirement expense (income) 2.8 (5.6 ) 6.9 Undistributed loss (income) of affiliates, net 0.4 (0.8 ) 5.2 Pension and postretirement contributions (2.0 ) (2.6 ) (5.7 ) Deferred income taxes (49.6 ) (211.7 ) (100.1 ) Change in assets and liabilities: Accounts receivable, net (67.9 ) (11.8 ) (27.5 ) Other current assets (79.9 ) (2.2 ) (34.6 ) Accounts payable 30.9 32.5 (20.0 ) Accrued expenses 39.7 82.5 (42.8 ) Income tax 88.7 23.5 (14.7 ) Deferred revenue 38.8 26.6 4.7 Other liabilities 68.4 37.0 18.7 Net cash provided by operating activities 1,251.3 1,289.5 961.5 Investing activities: Capital expenditures on property and equipment (278.1 ) (222.7 ) (260.2 ) Acquisitions of businesses, net of cash acquired (136.5 ) (1,876.2 ) (401.1 ) Proceeds from sale of assets 163.5 — — Change in other assets (18.3 ) (6.2 ) 0.5 Settlements of forward contracts (2.1 ) (7.0 ) 14.5 Net cash used in investing activities (271.5 ) (2,112.1 ) (646.3 ) Financing activities: Proceeds from borrowings 2,631.7 4,617.0 3,194.5 Repayment of borrowings (3,188.9 ) (3,122.6 ) (2,381.2 ) Payment of debt issuance costs (13.2 ) (30.8 ) (14.4 ) Payments for purchase of noncontrolling interests — (10.1 ) (57.0 ) Proceeds from noncontrolling interests 12.5 — 7.5 Contingent consideration payments (2.2 ) (43.0 ) (2.6 ) Repurchases of common shares (500.0 ) (672.5 ) (1,317.8 ) Payments related to tax withholding for stock-based compensation (75.6 ) (95.0 ) (89.9 ) Proceeds from the exercise of employee stock options 177.7 230.0 331.6 Net cash (used in) provided by financing activities (958.0 ) 873.0 (329.3 ) Foreign exchange impact on cash balance (30.3 ) (64.2 ) 9.0 Net decrease in cash and cash equivalents (8.5 ) (13.8 ) (5.1 ) Cash and cash equivalents at the beginning of the period 120.0 133.8 138.9 Cash and cash equivalents at the end of the period $ 111.5 $ 120.0 $ 133.8 Common Shares Total Shareholders’ Equity Redeemable Noncontrolling Interests Shares Outstanding Amount Balance at November 30, 2016 415.0 $ 4.5 $ 7,210.9 $ (499.1 ) $ 1,806.9 $ (438.8 ) $ 8,084.4 $ 57.7 Repurchases of common shares (32.3 ) — — (1,317.8 ) — — (1,317.8 ) — Share-based award activity 2.3 0.1 68.7 71.9 — — 140.7 — Option exercises 14.2 0.1 332.5 — — — 332.6 — Net income — — — — 416.9 — 416.9 0.1 Issuance of noncontrolling interests — — — — — — — 10.0 Purchase of noncontrolling interests — — — — — — — (57.0 ) Other noncontrolling interest activity — — — — (6.2 ) — (6.2 ) 8.3 Other comprehensive income — — — — — 353.8 353.8 — Balance at November 30, 2017 399.2 4.7 7,612.1 (1,745.0 ) 2,217.6 (85.0 ) 8,004.4 19.1 Repurchases of common shares (14.2 ) — — (672.5 ) — — (672.5 ) — Share-based award activity 2.5 — (162.9 ) 308.7 (22.7 ) — 123.1 — Option exercises 9.6 — 231.2 — — — 231.2 — Net income (loss) — — — — 542.3 — 542.3 (3.1 ) Impact of the Tax Cuts and Jobs Act of 2017 — — — — 5.9 (5.9 ) — — Purchase of noncontrolling interests — — — — — — — (10.1 ) Other comprehensive loss — — — — — (208.0 ) (208.0 ) — Balance at November 30, 2018 397.1 4.7 7,680.4 (2,108.8 ) 2,743.1 (298.9 ) 8,020.5 5.9 Repurchases of common shares (7.6 ) — — (500.0 ) — — (500.0 ) — Share-based award activity 2.1 0.1 (86.5 ) 217.0 (6.8 ) — 123.8 — Option exercises 6.7 — 175.5 — — — 175.5 — Net income (loss) — — — — 502.7 — 502.7 (3.3 ) Adjustment to opening retained earnings related to adoption of ASC Topic 606 — — — — 56.0 — 56.0 Issuance of noncontrolling interests — — — — — — — 12.5 Other comprehensive loss — — — — — 37.3 37.3 — Balance at November 30, 2019 398.3 $ 4.8 $ 7,769.4 $ (2,391.8 ) $ 3,295.0 $ (261.6 ) $ 8,415.8 $ 15.1 1. Nature of Business • 2. Significant Accounting Policies November 30, 2018 Adjustments due to adoption of ASC Topic 606 December 1, 2018 Accounts receivable, net $ 792.9 $ 29.8 $ 822.7 Other current assets 88.4 4.2 92.6 Other non-current assets 47.9 9.5 57.4 Deferred revenue 886.8 (28.8 ) 858.0 Deferred income taxes 699.9 16.3 716.2 Retained earnings 2,743.1 56.0 2,799.1 • • • 2019 2018 2017 Recurring fixed revenue $ 3,162.4 $ 2,861.5 $ 2,550.0 Recurring variable revenue 572.9 506.3 449.0 Non-recurring revenue 679.3 641.4 600.7 Total revenue $ 4,414.6 $ 4,009.2 $ 3,599.7 Balance at December 1, 2018 $ 858.0 Billings 3,470.6 Revenue recognized (3,414.9 ) Acquisition and divestiture activity (34.0 ) Balance at November 30, 2019 $ 879.7 Buildings and improvements 7 to 30 years Capitalized software 3 to 7 years Computers and office equipment 3 to 10 years Information databases 5 to 15 years Customer relationships 5 to 25 years Developed technology 5 to 15 years Developed computer software 9 to 10 years Trademarks 3 to 15 years Other 3 to 5 years 3. Business Combinations and Divestitures Total Assets: Current assets $ 9.2 Property and equipment 0.6 Intangible assets 61.5 Goodwill 96.0 Total assets $ 167.3 Liabilities: Current liabilities $ 2.2 Deferred revenue 12.2 Deferred taxes 9.4 Total liabilities $ 23.8 Purchase price $ 143.5 Current assets $ 10.3 Property and equipment $ 0.9 Intangible assets $ 14.1 Goodwill $ 33.4 Current liabilities $ (0.8 ) Deferred revenue $ (21.5 ) Current assets $ 18.9 Property and equipment 4.5 Intangible assets 4.2 Goodwill 87.7 Total assets held for sale $ 115.3 Current liabilities $ (1.1 ) Deferred revenue (24.8 ) Total liabilities held for sale $ (25.9 ) Total Assets: Current assets $ 98.8 Property and equipment 11.8 Intangible assets 745.3 Goodwill 1,184.9 Other assets 5.2 Total assets $ 2,046.0 Liabilities: Current liabilities $ 35.6 Deferred revenue 79.9 Deferred taxes 53.4 Total liabilities $ 168.9 Purchase price $ 1,877.1 Total Assets: Current assets $ 7.3 Property and equipment 1.1 Intangible assets 113.8 Goodwill 363.0 Other long-term assets 0.9 Total assets $ 486.1 Liabilities: Current liabilities $ 4.4 Deferred revenue 1.4 Deferred taxes 36.2 Total liabilities $ 42.0 Purchase price $ 444.1 4. Accounts Receivable 2019 2018 Accounts receivable $ 916.3 $ 823.3 Less: Accounts receivable allowance (25.6 ) (30.4 ) Accounts receivable, net $ 890.7 $ 792.9 2019 2018 2017 Balance at beginning of year $ 30.4 $ 23.2 $ 16.0 Provision for bad debts 14.9 15.6 13.9 Other additions 4.6 7.9 2.9 Write-offs and other deductions (24.3 ) (16.3 ) (9.6 ) Balance at end of year $ 25.6 $ 30.4 $ 23.2 5. Property and Equipment 2019 2018 Land, buildings and improvements $ 181.1 $ 208.0 Capitalized software 1,019.5 822.2 Computers and office equipment 378.4 334.0 Property and equipment, gross 1,579.0 1,364.2 Less: Accumulated depreciation (920.8 ) (784.6 ) Property and equipment, net $ 658.2 $ 579.6 6. Intangible Assets As of November 30, 2019 As of November 30, 2018 Gross Net Gross Net Intangible assets subject to amortization: Customer relationships $ 3,476.1 $ (628.7 ) $ 2,847.4 $ 3,458.8 $ (473.3 ) $ 2,985.5 Developed technology 949.6 (208.9 ) 740.7 928.8 (133.1 ) 795.7 Information databases 591.6 (310.9 ) 280.7 671.0 (329.6 ) 341.4 Trademarks 487.0 (203.0 ) 284.0 493.8 (153.6 ) 340.2 Developed computer software 76.3 (62.9 ) 13.4 85.0 (63.0 ) 22.0 Other 4.1 (1.3 ) 2.8 1.1 (1.1 ) — Total intangible assets $ 5,584.7 $ (1,415.7 ) $ 4,169.0 $ 5,638.5 $ (1,153.7 ) $ 4,484.8 Year Amount 2020 $ 374.4 2021 $ 369.5 2022 $ 352.6 2023 $ 340.3 2024 $ 321.6 Thereafter $ 2,410.6 7. Derivatives 8. Debt November 30, 2019 November 30, 2018 Maturity Date Carrying Amount Fair Value Carrying Amount Fair Value Credit Facilities: 2019 revolving facility November 2024 237.0 237.0 — — 2018 revolving facility — — 1,108.0 1,108.0 2019 credit agreement September 2020 250.0 250.0 — — 2018 credit agreement — — 250.0 250.0 2018 term loan: Tranche A-1 — — 574.0 574.0 Tranche A-2 — — 481.3 481.3 Senior Unsecured Notes: 5% senior notes due 2022 November 1, 2022 748.2 798.2 750.0 764.6 4.125% senior notes due 2023 August 1, 2023 498.9 528.8 498.6 494.7 3.625% senior notes due 2024 May 1, 2024 398.9 416.4 — — 4.75% senior notes due 2025 February 15, 2025 811.8 873.6 813.8 794.3 4.00% senior notes due 2026 March 1, 2026 500.0 530.2 500.0 471.5 4.75% senior notes due 2028 August 1, 2028 747.6 838.4 747.3 731.3 4.25% senior notes due 2029 May 1, 2029 974.2 1,026.7 — — Debt issuance costs (47.7 ) (51.2 ) Capital leases 6.6 7.3 Total debt $ 5,125.5 $ 5,679.1 Current portion (251.1 ) (789.9 ) Total long-term debt $ 4,874.4 $ 4,889.2 Year Amount 2020 $ 250.0 2021 — 2022 748.0 2023 500.0 2024 637.0 Thereafter 3,000.0 $ 5,135.0 9. Acquisition-Related Costs Performance Compensation and Other Total Balance at November 30, 2016 $ 24.7 $ 8.6 $ 16.7 $ 50.0 Add: Costs incurred 53.6 18.1 34.0 105.7 Revision to prior estimates (3.0 ) 10.4 (0.1 ) 7.3 Less: Amount paid (61.4 ) (19.5 ) (26.9 ) (107.8 ) Balance at November 30, 2017 $ 13.9 $ 17.6 $ 23.7 $ 55.2 Add: Costs incurred 25.2 19.8 88.3 133.3 Revision to prior estimates — 2.1 (0.6 ) 1.5 Less: Amount paid (36.6 ) (22.7 ) (42.7 ) (102.0 ) Balance at November 30, 2018 $ 2.5 $ 16.8 $ 68.7 $ 88.0 Add: Costs incurred 4.3 0.4 68.0 72.7 Revision to prior estimates — (0.1 ) (2.3 ) (2.4 ) Less: Amount paid (6.8 ) (10.9 ) (19.8 ) (37.5 ) Balance at November 30, 2019 $ — $ 6.2 $ 114.6 $ 120.8 10. Income Taxes 2019 2018 2017 U.K. $ (33.7 ) $ 75.8 $ (67.0 ) U.S. 206.1 (167.5 ) 28.7 Foreign 570.5 516.0 410.4 Income from continuing operations before income taxes and equity in loss of equity method investees $ 742.9 $ 424.3 $ 372.1 2019 2018 2017 Current: U.K. $ 52.1 $ 12.1 $ 0.4 U.S. 185.8 24.4 (0.5 ) Foreign 54.3 59.8 50.3 Total current 292.2 96.3 50.2 Deferred: U.K. (70.6 ) (21.1 ) (25.7 ) U.S. 21.5 (155.9 ) (35.3 ) Foreign (0.5 ) (34.7 ) (39.1 ) Total deferred (49.6 ) (211.7 ) (100.1 ) Provision (benefit) for income taxes $ 242.6 $ (115.4 ) $ (49.9 ) 2019 2018 2017 Statutory tax at U.K. rate (19%, 19% and 19.3%, respectively) $ 141.1 $ 80.6 $ 71.9 Foreign rate differential (53.8 ) (38.9 ) (45.5 ) Stock-based compensation (43.7 ) (39.2 ) (61.2 ) Tax law change 179.6 (178.3 ) 1.2 Transition tax — 31.4 — Valuation allowance 4.2 5.5 (32.6 ) Transaction costs 8.7 13.0 4.5 Uncertain tax positions 5.4 1.1 2.5 Other 1.1 9.4 9.3 Provision (benefit) for income taxes $ 242.6 $ (115.4 ) $ (49.9 ) Effective tax rate expressed as a percentage of pre-tax earnings 32.7 % (27.2 )% (13.4 )% 2019 2018 Deferred tax assets: Deferred stock-based compensation $ 59.7 $ 67.1 Interest carryforward 116.8 30.5 Loss and other carryforwards 57.3 111.8 Other 80.2 100.3 Gross deferred tax assets 314.0 309.7 Valuation allowance (16.3 ) (22.4 ) Realizable deferred tax assets 297.7 287.3 Deferred tax liabilities: Property and equipment (63.8 ) (57.5 ) Intangible assets (850.8 ) (877.7 ) Other (32.5 ) (37.4 ) Gross deferred tax liabilities (947.1 ) (972.6 ) Net deferred tax liability $ (649.4 ) $ (685.3 ) Unrecognized Tax Benefits Interest and Penalties Balance at November 30, 2018 $ 11.5 $ 1.8 Additions: Current year tax positions 8.6 0.7 Prior year tax positions 2.5 1.0 Decreases: Lapse of statute of limitations (0.6 ) — Prior year tax positions (0.2 ) (0.2 ) Balance at November 30, 2019 $ 21.8 $ 3.3 11. Pensions and Postretirement Benefits Year Ended November 30, 2019 2018 2017 Service costs incurred $ 1.5 $ 1.7 $ 1.6 Interest costs on projected benefit obligation 7.6 7.4 7.7 Expected return on plan assets (8.3 ) (8.4 ) (8.2 ) Settlements 0.9 0.8 0.5 Fourth quarter expense recognition of actuarial loss in excess of corridor 1.1 — 4.9 Net periodic pension expense $ 2.8 $ 1.5 $ 6.5 2019 2018 Change in projected benefit obligation: Net benefit obligation, beginning of year $ 192.8 $ 222.2 Service costs incurred 1.5 1.7 Interest costs on projected benefit obligation 7.6 7.4 Actuarial loss (gain) 36.4 (18.8 ) Gross benefits paid (14.1 ) (16.5 ) Foreign currency exchange rate change 0.8 (3.2 ) Net benefit obligation, end of year $ 225.0 $ 192.8 Change in plan assets: Fair value of plan assets, beginning of year $ 175.4 $ 198.8 Actual return on plan assets 35.3 (5.7 ) Employer contributions 2.0 1.9 Gross benefits paid (14.1 ) (16.5 ) Foreign currency exchange rate change 0.8 (3.1 ) Fair value of plan assets, end of year $ 199.4 $ 175.4 Funded status (underfunded) $ (25.6 ) $ (17.4 ) Amounts in Accumulated Other Comprehensive Income not yet recognized as components of net periodic pension and postretirement expense, pretax Net actuarial loss $ 20.0 $ 12.6 U.S. RIP U.K. RIP 2019 2018 2019 2018 Weighted-average assumptions as of year-end Discount rate 1.60 % 4.50 % 1.90 % 2.90 % Expected long-term rate of return on assets 1.60 % 5.00 % 3.90 % 4.60 % 2019 2018 Interest-bearing cash $ 60.4 $ 5.6 Collective trust funds: Fixed income funds 112.7 113.9 Equity funds 26.3 55.9 $ 199.4 $ 175.4 12. Stock-based Compensation Shares Weighted-
Average Grant
Date Fair Value (in millions) Balance at November 30, 2018 8.8 $ 41.77 Granted 3.9 $ 52.60 Vested (3.9 ) $ 39.82 Forfeited (0.6 ) $ 48.55 Balance at November 30, 2019 8.2 $ 47.41 Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value (in millions) (in years) (in millions) Balance at November 30, 2018 15.7 $ 26.61 Exercised (6.7 ) $ 26.34 Forfeited — $ — Balance at November 30, 2019 9.0 $ 26.81 0.9 412.8 Vested and expected to vest at November 30, 2019 9.0 $ 26.81 0.9 412.6 Exercisable at November 30, 2019 8.6 $ 26.74 0.8 395.4 2019 2018 2017 Cost of revenue $ 64.9 $ 70.0 $ 76.3 Selling, general and administrative 158.9 171.7 185.6 Total stock-based compensation expense $ 223.8 $ 241.7 $ 261.9 2019 2018 2017 Income tax benefits $ 96.2 $ 106.2 $ 72.3 13. Commitments and Contingencies Year Amount (in millions) 2020 $ 63.2 2021 59.4 2022 48.8 2023 41.7 2024 39.5 Thereafter 159.4 $ 412.0 14. Common Shares and Earnings per Share 2019 2018 2017 Weighted-average shares outstanding: Shares used in basic EPS calculation 399.5 394.4 400.3 Effect of dilutive securities: RSUs/RSAs 2.9 3.4 5.0 Stock options 6.8 9.1 10.9 Shares used in diluted EPS calculation 409.2 406.9 416.2 15. Accumulated Other Comprehensive Income (Loss) Foreign currency translation Net pension and postretirement liability Unrealized losses on hedging activities Total Balance at November 30, 2016 $ (413.9 ) $ (14.4 ) $ (10.5 ) $ (438.8 ) Other comprehensive income (loss) before reclassifications 345.8 (0.1 ) 1.0 346.7 Reclassifications from AOCI to income — 1.5 5.6 7.1 Balance at November 30, 2017 $ (68.1 ) $ (13.0 ) $ (3.9 ) $ (85.0 ) Other comprehensive (loss) income before reclassifications (220.4 ) 3.6 4.8 (212.0 ) Reclassifications from AOCI to income — 1.2 2.8 4.0 Reclassifications from AOCI to retained earnings — (1.7 ) (4.2 ) (5.9 ) Balance at November 30, 2018 $ (288.5 ) $ (9.9 ) $ (0.5 ) $ (298.9 ) Other comprehensive income (loss) before reclassifications 46.2 (7.1 ) (4.4 ) 34.7 Reclassifications from AOCI to income — 1.4 1.2 2.6 Balance at November 30, 2019 $ (242.3 ) $ (15.6 ) $ (3.7 ) $ (261.6 ) 16. Supplemental Cash Flow Information 2019 2018 2017 Interest paid $ 244.4 $ 188.5 $ 137.2 Income tax payments, net $ 191.2 $ 64.1 $ 59.3 17. Segment Information divided by revenue.as described below. The accounting policies of our segments are the same as those described in the summary of significant accounting policies (see Note 2).EPS as Adjusted Net Income divided by diluted weighted average shares. Adjusted Net Income is definedEBITDA as net income plus primarily non-cash itemsor minus net interest, provision for income taxes, depreciation and other items that management does not consider to be useful in assessing our operating performance (e.g.,amortization, stock-based compensation expense, amortization related to acquired intangible assets, restructuring charges, acquisition-related costs acquisition financing fees,and performance compensation, exceptional litigation, net other gains and losses, pension mark-to-market, settlement, and settlementother expense, the impact of joint ventures and noncontrolling interests, and discontinued operations. Information about the operations all netof our four segments is set forth below (in millions). Year ended November 30, 2019 2018 2017 Revenue Financial Services $ 1,701.5 $ 1,419.7 $ 1,232.9 Transportation 1,246.1 1,160.2 991.6 Resources 933.8 876.5 839.3 CMS 533.2 552.8 535.9 Total revenue $ 4,414.6 $ 4,009.2 $ 3,599.7 Adjusted EBITDA Financial Services $ 786.2 $ 636.9 $ 553.7 Transportation 520.9 479.3 408.6 Resources 403.5 369.4 360.2 CMS 121.1 127.4 125.2 Shared services (52.8 ) (48.1 ) (57.8 ) Total Adjusted EBITDA $ 1,778.9 $ 1,564.9 $ 1,389.9 Reconciliation to the consolidated statements of operations: Interest income 1.9 3.1 2.2 Interest expense (259.7 ) (225.7 ) (154.3 ) (Provision) Benefit for income taxes (242.6 ) 115.4 49.9 Depreciation (196.1 ) (175.1 ) (157.0 ) Amortization related to acquired intangible assets (377.0 ) (366.1 ) (335.5 ) Stock-based compensation expense (223.8 ) (241.7 ) (261.9 ) Restructuring charges (17.3 ) (1.7 ) — Acquisition-related costs (28.8 ) (80.7 ) (103.1 ) Acquisition-related performance compensation (41.5 ) (54.1 ) (9.9 ) Loss on debt extinguishment (7.0 ) (4.7 ) — Gain on sale of assets 115.3 — — Pension mark-to-market and settlement (expense) gain (1.8 ) 6.5 (5.4 ) Share of joint venture results not attributable to Adjusted EBITDA (0.9 ) (0.5 ) 1.2 Adjusted EBITDA attributable to noncontrolling interest 3.1 2.7 0.8 Net income attributable to IHS Markit $ 502.7 $ 542.3 $ 416.9 Year ended November 30, 2019 2018 Total Assets Financial Services $ 9,435.6 $ 9,474.9 Transportation 3,018.2 3,144.7 Resources 2,831.3 2,681.1 CMS 686.8 761.6 Shared services 115.3 — Total assets $ 16,087.2 $ 16,062.3 2019 2018 2017 (in millions) Revenue Long-lived assets Revenue Long-lived assets Revenue Long-lived assets U.S. $ 2,804.6 $ 494.2 $ 2,406.1 $ 415.4 $ 2,152.0 $ 362.4 U.K. 486.5 126.3 452.2 127.9 435.4 128.9 Rest of world 1,123.5 37.7 1,150.9 36.3 1,012.3 40.0 Total $ 4,414.6 $ 658.2 $ 4,009.2 $ 579.6 $ 3,599.7 $ 531.3 (in millions) Financial Services Transportation Resources CMS Consolidated Total Balance at November 30, 2017 $ 4,335.5 $ 2,055.6 $ 2,026.0 $ 361.4 $ 8,778.5 Acquisitions 1,179.3 — 5.6 — 1,184.9 Adjustments to purchase price — (7.3 ) — (0.4 ) (7.7 ) Foreign currency translation (83.5 ) (16.7 ) (16.6 ) (2.9 ) (119.7 ) Balance at November 30, 2018 5,431.3 2,031.6 2,015.0 358.1 9,836.0 Acquisitions — 9.0 87.0 — 96.0 Adjustments to purchase price 7.0 — 0.2 — 7.2 Asset sale — — — (33.4 ) (33.4 ) Reclassification to assets held for sale — (87.7 ) — — (87.7 ) Foreign currency translation 11.8 0.2 5.9 0.3 18.2 Balance at November 30, 2019 $ 5,450.1 $ 1,953.1 $ 2,108.1 $ 325.0 $ 9,836.3 18. Quarterly Results of Operations (Unaudited) Three Months Ended February 28 May 31 August 31 November 30 2019 Revenue $ 1,046.4 $ 1,135.5 $ 1,112.3 $ 1,120.4 Net income attributable to IHS Markit Ltd. $ 109.7 $ 149.8 $ 40.1 $ 203.1 Earnings per share: Basic $ 0.28 $ 0.37 $ 0.10 $ 0.51 Diluted $ 0.27 $ 0.37 $ 0.10 $ 0.50 2018 Revenue $ 932.1 $ 1,008.3 $ 1,001.0 $ 1,067.8 Net income attributable to IHS Markit Ltd. $ 241.3 $ 114.7 $ 104.5 $ 81.8 Earnings per share: Basic $ 0.61 $ 0.29 $ 0.26 $ 0.21 Diluted $ 0.59 $ 0.28 $ 0.26 $ 0.20 effects).Reconciliationsreform retroactive to 2018, and fourth quarter 2019 net income attributable to IHS Markit Ltd. included an offsetting one-time tax benefit of comparable GAAP measures to non-GAAP measures are providedapproximately $50 million associated with the schedulessame regulations.Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure quarterly earnings releases. report dated January 17, 2020 expressed an unqualified opinion thereon.most recent non-GAAP reconciliationsCompany’s management is responsible for IHSmaintaining effective internal control over financial reporting and IHS Markitfor its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.furnishedconducted 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 90 countries. Included in the GTA is certain trade data sourced from Iran for which GTIS pays an exhibitannual fee of approximately $40,000. 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 $50,000 in gross revenue for GTIS in the fourth quarter of 2019 and would have represented less than 0.01 percent of our company’s fourth quarter 2019 consolidated revenues and approximately 0.1 percent of our fourth quarter 2019 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.Form 8-Kdirectors, officers and employees. Information regarding our Business Code of Conduct is incorporated herein by reference from our Proxy Statement, which will be filed on January 17, 2017. The non-IFRS reconciliations for fiscal year 2015 Markit were furnished as an exhibit to the Markit Ltd. Form 6-K furnished on February 10, 2016. They are alsono later than 120 days after November 30, 2019. Our Business Code of Conduct is available on the Investor Relations page of our website at http://investor.ihsmarkit.com. If we approve any substantive amendment to our Business Code of Conduct, or if we grant any waiver of our Business Code of Conduct to our directors or executive officers, we will post an update on the Investor Relations page of our website (http://investor.ihsmarkit.com).Compensation Committee Interlocks and Insider ParticipationNone within four business days following the date of the membersamendment or waiver describing the nature and date of our Human Resources Committee was at any time during fiscal 2016, or at any other time, an officer or employee of IHS Markit or any of our subsidiaries or had any relationship requiring disclosure under the SEC’s rules regarding related person transactions. None of our executive officers serves on the board of directors or compensation committee of a company that has an executive officer that serves on our board of directors or our Human Resources Committee. Mr. Rosenthal was an executive officer of Morgan Stanley until December 31, 2016. Please see “Item 13. Certain Relationships and Related Transactions, and Director Independence – Certain Relationships and Related Transactions – Credit Agreement.”Executive Compensation Tables2016 Summary Compensation TableThe following table sets forth information concerning aggregate compensation earned by or paid to: (i) each person who served as CEO of Markit or IHS Markit during FY16; (ii) each person who served as Principal Financial Officer of Markit or IHS Markit during FY16; (iii) our three other most highly compensated executive officers who served in such capacities as of November 30, 2016, the last day of our fiscal year, determined by calculating the total FY16 compensation for legacy Markit executive officers and the post-Merger FY16 compensation for legacy IHS executive officers; and (iv) two former officers, including a former Principal Financial Officer, who would have been in our three other most highly compensated executive officers had they been serving in that capacity as of November 30, 2016. We refer to these individuals as our “named executive officers” or “NEOs.” FY16 Summary Compensation Table(1) Change in Pension Value and Non-Equity Nonqualified Incentive Deferred All Name Stock Option Plan Compensation Other and Principal Year Salary Bonus Awards Awards Compensation Earnings Compensation Total Position (2) ($) ($)(3) ($)(4) $(5) ($)(6) ($)(7) ($)(8) ($) 2016 287,173 — 6,155,700 — 499,279 65,006 541 7,007,699 2016 795,833 1,100,000 5,472,597 — — — 399,040 7,767,470 2016 231,841 — — — 195,616 20,061 579,112 1,026,630 2016 500,000 300,000 965,742 — — — 14,043 1,779,785 2016 405,510 300,000 304,989 880,500 — — 13,793 1,904,792 2016 500,000 300,000 1,067,384 — — — 14,043 1,881,427 2016 344,471 — 1,016,548 — — — 1,214,893 2,575,912 2016 368,327 711,590 — — — 1,015,643 2,095,560 (1)The Summary Compensation Table describes compensation for FY16. As an FPI, we are not required to disclose past years’ compensation for the NEOs who were employed by Markit prior to the Merger: Messrs. Uggla, Akeroyd, Kansler, Gooch, and Wolff and Ms. Granat (the “legacy Markit NEOs). Messrs. Stead and Hyatt (the “legacy IHS NEOs”) became executive officers post-Merger and we are required to report their post-Merger compensation (between July 12, 2016 and November 30, 2016).(2)Per SEC disclosure requirements, the Summary Compensation Table discloses a full fiscal year of compensation for the legacy Markit NEOs and post-Merger compensation (between July 12, 2016 and November 30, 2016) for legacy IHS NEOs. See Footnotes 9 and 11 to this table for additional information on FY16 amounts paid to Messrs. Stead and Hyatt, the legacy IHS NEOs.(3)Represents payments under the legacy Markit annual performance compensation program to legacy Markit NEOs. Discretionary payments were made in FY17 based on the individual’s and Markit’s performance in FY16.(4)For Mr. Stead, the value reported reflects the grant date fair value of PSUs assuming target performance level. The value of this award was calculated in accordance with FASB ASC Topic 718. For the legacy Markit NEOs, the value reported reflects the grant date fair value of RSAs calculated in accordance with International Financial Reporting Standard 2, Share-based Payment (“IFRS 2”). Any estimated forfeitures are excluded from the values reported in this table. For a discussion of the assumptions made in valuing these awards and a description of how we factor forfeitures into our overall equity compensation expense, refer to the “Stock-Based Compensation” footnote to our financial statements contained in our Annual Report on Form 10-K for the 2016 fiscal year. The values exclude any additional stock based compensation recognized as a result of a re-valuation of outstanding awards held by these legacy Markit NEOs at the time of the Merger, as required by the U.S. GAAP accounting rules governing the Merger.(5)Reflects the grant date fair value of stock options calculated in accordance with IFRS 2. Any estimated forfeitures are excluded from the values reported in this table. For a discussion of the assumptions made in valuing these awards and a description of how we factor forfeitures into our overall equity compensation expense, refer to the “Stock-Based Compensation” footnote to our financial statements contained in our Annual Report on Form10-K for the 2016 fiscal year. Excludes any amounts recognized as a result of a re-valuation of outstanding stock options held by legacy Markit NEOs at the time of the Merger, as required by the U.S. GAAP accounting rules governing the Merger.(6)Represents the post-Merger pro-rata payment made under the legacy IHS Annual Incentive Plan to the legacy IHS NEOs. Payments were made in FY17 based on achievement of pre-determined FY16 goals. The full fiscal year portion of this incentive payment tied to Customer Delight ($345,600 for Mr. Stead and $135,405 for Mr. Hyatt) was paid in shares of IHS Markit stock.(7)Amounts represent the aggregate increase in actuarial value, pro-rated for the post-Merger period of July 12, 2016 to November 30, 2016, to the NEO of legacy IHS pension benefits accrued during the fiscal year. The amounts are based on the November 30th measurement date used for financial statement reporting purposes. Assumptions used to calculate the change in pension value are discussed in the note “Pensions and Postretirement Benefits” to our financial statements contained in our Annual Report on Form 10-K for the 2016 fiscal year.(8)The table below provides a breakdown of Other Annual Compensation. All Other Compensation Description Stead Uggla Hyatt Akeroyd Granat Kansler Gooch Wolff — 12,211 15,900 13,250 13,000 13,250 12,211 12,211 541 1,458 675 793 793 793 885 885 — — — — — — 1,201,797 1,002,547 — 211,044 123,302 — — — — — 174,327 439,235 — — — — — 541 399,040 579,112 14,043 13,793 14,043 1,214,893 1,015,643 (a)Mr. Gooch’s and Mr. Wolff’s end-of-service payments were converted from GBP to USD using an annual average exchange rate of 1.355 USD for 1 GBP. The severance payments for Mr. Gooch and Mr. Wolff are paid monthly over a 12-month period from termination, and are contingent upon their remaining in compliance with non-compete and non-solicitation terms. Only the severance amounts actually paid in FY16 are included in this table. For a full description of their termination payments, see “Potential Payments Upon Termination or Change in Control.”(b)Mr. Uggla’s perquisites include a housing allowance of $196,583. Mr. Uggla’s perquisites were converted from GBP to USD using an annual average exchange rate of 1.355 USD for 1 GBP. Mr. Uggla will not receive these perquisites in fiscal year 2017. Mr. Hyatt’s perquisites represent payments related to his expatriate assignment to the United Kingdom and include $28,402 for housing, $36,208 for the household move, and $40,758 in professional tax services.(c)For Mr. Uggla, Additional Tax Payments are for taxes paid on his housing allowance. For Mr. Hyatt, Additional Tax Payments are for the accrual made in FY16 for Mr. Hyatt’s tax equalization related to his expatriate assignment.(9)Mr. Stead’s compensation reported in the Summary Compensation Table represents amounts received or allocated to the post-Merger period of FY16, as explained in Footnote 1. Mr. Stead’s total direct compensation for the full fiscal year is $12,820,328, and is comprised of (a) an annual salary of $745,428; (b) an AIP payout of $1,296,000; and (c) grant date value of equity of $10,778,900, at the target performance level. The $10,778,900 in equity is comprised of two PSU grants. The first PSU grant with a grant date value of $4,623,300 at target, was approved prior to the Merger and converted to RSUs in the Merger. The second PSU grant, approved post-Merger, is shown in the “Stock Awards” column in the table above, and is based on the shares that would be received should the target performance be met. In addition, the PSUs granted post-Merger have a threshold value of 75 percent of target ($4,616,775) and a maximum payout of 150 percent of target ($9,233,550), provided a stretch performance goal is met.(10)Mr. Uggla’s salary was set in USD, and his salary was then converted to GBP. For purposes of this table, Mr. Uggla’s GBP salary was converted to USD using an average annual exchange rate of 1.355 USD for 1 GPB. Mr. Uggla also received a cash adjustment, included in the “Salary” column, to ensure that the total amount he received in GBP was equivalent to his salary as stated in USD. Going forward, Mr. Uggla will be paid in USD, and therefore, there will be no future exchange rate adjustments.(11)Mr. Hyatt’s compensation reported in the Summary Compensation Table represents amounts received or allocated to the post-Merger period of FY16, as explained in Footnote 1. Mr. Hyatt’s total direct compensation for the full fiscal year is $5,498,029, and is comprised of (a) an annual salary of $601,800; an AIP payout of $507,769; and (c) grant date value of equity of $4,388,460, with PSUs reported at target performance. Mr. Hyatt’s PSUs were converted to RSUs in the Merger.(12)Mr. Gooch served as CFO of Markit from the beginning of FY16 through the close of the Merger on July 12, 2016. He was not an executive officer of IHS Markit and he ceased being employed by IHS Markit on September 16, 2016. Mr. Gooch’s GBP salary was converted to U.S. dollars using an average annual exchange rate of 1.355 USD for 1 GPB.(13)Mr. Wolff served as an executive officer of Markit from the beginning of FY16 through the close of the Merger on July 12, 2016. He was not an executive officer of IHS Markit and he ceased being employed by IHS Markit on October 16, 2016. Mr. Wolff’s GBP salary was converted to U.S. dollars using an average annual exchange rate of 1.355 USD for 1 GPB.2016 Grants of Plan-Based Awards During Fiscal YearThe following table provides information regarding grants of plan-based awards. Per SEC disclosure requirements, the Grants of Plan-Based Awards Table discloses a full fiscal year of grants for legacy Markit NEOs and the post-Merger grants for legacy IHS NEOs. FY16 GRANTS OF PLAN-BASED AWARDS(1) All Other All Other Stock Option Grant Awards Awards: Exercise Date Fair Estimated Future Payouts Number of Number of or Base Value of Under Equity Shares of Securities Price of Stock and Date Incentive Plan Awards Stock or Underlying Option Option Grant Award Threshold Target Maximum Units Options Awards Awards(2) Name Date Approved (#) (#) (#) (#) (#) ($/Sh) ($) 8/22/2016 8/22/2016 127,500 170,000 (3) 255,000 — — — 6,155,700 (4) 1/1/2016 12/2/2015 — — — 181,392 (5) — — 5,472,597 — — — — — — — — — 1/1/2016 12/2/2015 — — — 32,010 (6) — — 965,742 1/1/2016 (7 ) — — — 10,109 (8) — — 304,989 (7 ) 150,000 (9) 27.61 880,500 1/1/2016 12/2/2015 — — — 35,379 (10) — — 1,067,384 1/1/2016 12/2/2015 — — — 33,694 (11) — — 1,016,548 1/1/2016 12/2/2015 — — — 23,586 (12) — — 711,590 (1)This table excludes stock awards that were granted to Messrs. Stead and Hyatt for the portion of their Annual Incentive Plan payment that was tied to FY16 Customer Delight metrics and described in footnote 6 to the FY16 Summary Compensation Table. This table also excludes stock awards that were granted prior to the Merger to Messrs. Stead and Hyatt, as noted in Footnote 2 to the FY16 Summary Compensation Table.(2)For legacy Markit NEOs, grant date fair value is calculated in accordance with IFRS2. For legacy IHS NEOs, grant date fair value is calculated in accordance with FASB ASC Topic 718. Any estimated forfeitures are excluded from the values reported in this table. The values reported in this table exclude the re-valuation of the legacy Markit options and awards as required by the U.S. GAAP accounting rules governing the Merger.(3)On August 22, 2016, Mr. Stead was granted 170,000 PSUs that will be earned after the end of fiscal year 2017 based upon achievement of FY17 adjusted EPS goals.(4)The grant date fair value reported is at a target performance level. The grant date fair value at threshold performance level is $4,616,775 and the grant date fair value at maximum performance level is $9,233,550.(5)On January 1, 2016, Mr. Uggla was granted 181,392 RSAs, of which one-third vested January 1, 2017 and one-third will vest on each of January 1, 2018 and 2019, respectively.(6)On January 1, 2016, Mr. Akeroyd was granted 32,010 RSAs, of which one-third vested January 1, 2017 and one-third will vest on each of January 1, 2018 and 2019, respectively.(7)This grant was awarded prior to Ms. Granat’s appointment as executive officer, and was approved by delegation of authority by the Committee to certain executive officers of the Company.(8)On January 1, 2016, Ms. Granat was granted 10,109 RSAs, of which one-third vested January 1, 2017 and one-third will vest on each of January 1, 2018 and 2019, respectively.(9)On February 24, 2016, Ms. Granat was granted 150,000 non-qualified stock options, of which one-fifth will vest on each of February 24, 2017, 2018, 2019, 2020 and 2021, respectively. The options expire on February 24, 2023.(10)On January 1, 2016, Mr. Kansler was granted 35,379 RSAs, of which one-third vested January 1, 2017 and one-third will vest on each of January 1, 2018 and 2019, respectively.(11)On January 1, 2016, Mr. Gooch was granted 33,694 RSAs, which vested upon Mr. Gooch’s termination on September 13, 2016.(12)On January 1, 2016, Mr. Wolff was granted 23,586 RSAs, which vested upon Mr. Wolff’s termination on October 5, 2016.Outstanding Equity Awards at 2016 Fiscal Year-EndThe following table sets forth information concerning outstanding equity awards held by our NEOs as of November 30, 2016. The market value of the shares set forth under the “Stock Awards” column was determined by multiplying the number of unvested or unearned shares by $35.94, the closing price of our common stock on November 30, 2016, the last day of our fiscal year.OUTSTANDING EQUITY AWARDS AT 2016 FISCAL YEAR-END OPTION AWARDS STOCK AWARDS Number
of Securities
Underlying
Unexercised
Options
Exercisable Number
of Securities
Underlying
Unexercised
Options
Unexercisable Option
Exercise
Price Option
Expiration
Date Number
of Shares
or Units
of Stock
That Have
Not Vested Market
Value
of Shares
or Units
of Stock
That Have
Not Vested Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other Rights
That Have
Not Vested Equity
Incentive
Plan Awards:
Markit or
Payout Value
of Unearned
Shares, Units
or Other Rights
That Have
Not Vested Name (#) (#) ($) ($) (#) ($) Jerre Stead — — — — 450,978 (6) 16,208,149 170,000 (12) 6,109,800 Lance Uggla 716,560 — 12.84 12/31/2017 402,944 (7) 14,481,807 — — 575,260 — 20.31 12/31/2017 — — — — — 3,800,000 (1) 26.70 7/31/2020 — — — — Todd Hyatt — — — — 322,942 (8) 11,606,535 — — Shane Akeroyd 588,960 — 12.84 6/29/2018 65,706 (9) 2,361,474 — — 235,160 — 20.31 12/31/2017 — — — — 100,000 — 20.31 6/29/2018 — — — — 24,260 — 22.57 12/31/2018 — — — — 118,870 — 24.46 12/31/2019 — — — — — 1,000,000 (2) 26.70 7/31/2020 — — — — Sari Granat 50,000 — 22.57 4/15/2019 14,639 (10) 526,126 — — 50,000 — 24.46 12/31/2019 — — — — — 150,000 (3) 26.70 7/31/2020 — — — — — 150,000 (4) 27.61 2/24/2023 — — — — Adam Kansler 98,270 — 20.31 12/31/2017 74,195 (11) 2,666,568 — — 100,000 — 20.31 6/29/2018 — — — — 45,910 — 22.57 12/31/2018 — — — — 63,400 — 24.46 12/31/2019 — — — — — 1,000,000 (5) 26.70 7/31/2020 — — — — Jeffrey Gooch 324,750 — 26.70 9/13/2017 — — — — Stephen Wolff 451,200 — 26.70 10/5/2017 — — — — (1)Consists of 1,266,660 options that will vest on June 19, 2017; 1,266,660 options that will vest on June 19, 2018; and 1,266,680 options that will vest on June 19, 2019.(2)Consists of 333,330 options that will vest on June 19, 2017; 333,330 options that will vest June 19, 2018; and 333,340 options that will vest June 19, 2019.(3)Consists of 50,000 options that will vest on June 19, 2017, 2018 and 2019.(4)Consists of 30,000 options that will vest on February 24, 2017, 2018, 2019, 2020 and 2021.(5)Consists of 333,330 options that will vest on June 19, 2017; 333,330 options that will vest June 19, 2018; and 333,340 options that will vest June 19, 2019.(6)Consists of 202,016 RSUs that vested on February 1, 2017; and 248,962 RSUs that will vest on February 1, 2018.(7)Consists of 211,630 RSUs that vested on January 1, 2017; 130,850 RSUs that will vest on January 1, 2018; and 60,464 RSUs that will vest on January 1, 2019.(8)Consists of 75,756 RSUs that vested on February 1, 2017; 93,361 RSUs that will vest on February 1, 2018; 53,349 RSUs that will vest on July 1, 2018; and 100,476 RSUs that will vest on February 1, 2019.(9)Consists of 34,128 RSUs that vested on February 1, 2017; 20,908 RSUs that will vest on February 1, 2018; and 10,670 RSUs that will vest on February 1, 2019.(10)Consists of 6,299 RSUs that vested on February 1, 2017; 4,970 RSUs that will vest on February 1, 2018; and 3,370 RSUs that will vest on February 1, 2019.(11)Consists of 37,811 RSUs that vested on January 1, 2017; 24,591 RSUs that will vest on January 1, 2018; and 11,793 RSUs that will vest on January 1, 2019.(12)These awards consist of PSUs that may vest in the first quarter of fiscal year 2018, based upon achievement of FY17 Company goals. The PSUs have three primary vesting levels: threshold, target and maximum. If threshold performance is not met, the award will be forfeited. The column titled “Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested” reports the number of PSUs that would vest if target performance is met. At threshold performance, 75 percent of the PSUs would vest and at maximum performance, 150 percent of the PSUs would vest.Options Exercises and Stock Vested During Fiscal Year 2016The following table provides information regarding options exercised and stock vested by our NEOs. Per SEC disclosure requirements, the Option Exercises and Stock Vested Table discloses a full fiscal year of activity for NEOs who were employed by Markit prior to the Merger (Mr. Uggla, Mr. Akeroyd, Ms. Granat, Mr. Kansler, Mr. Gooch, and Mr. Wolff) and the post-Merger activity for NEOs who were employed by IHS prior to the Merger (Mr. Stead and Mr. Hyatt).OPTION EXERCISES AND STOCK VESTED DURING FISCAL YEAR 2016 Option Awards(1) Stock Awards(1) Number of
Shares
Acquired on
Exercise Value
Realized
on Exercise Number of
Shares
Acquired on
Vesting Value
Realized on
Vesting Name (#) ($) (#) ($) — — — — 150,030 2,048,916 151,165 4,465,414 — — — — 231,040 4,482,894 23,458 692,949 — — 2,920 86,257 750,000 12,910,254 26,017 768,542 1,911,070 28,524,244 103,726 3,625,386 548,800 5,236,232 48,465 1,721,296 (1)No amounts were deferred upon the exercise of options or the vesting of stock awards.Pension BenefitsPrior to July 2014, legacy IHS sponsored a tax-qualified defined benefit pension plan (U.S. RIP) for all U.S. employees employed prior to January 1, 2012. The U.S. RIP was frozen in July 2014 and all future benefit accruals have ceased. Legacy IHS also sponsored a nonqualified supplementalretirement plan (SIP) to provide benefits to participants that are limited by Internal Revenue Code limits that apply to tax-qualified defined benefit plans. The SIP was also frozen in July 2014 as it was directly linked to the U.S. RIP. Under the Internal Revenue Code, the maximum permissible benefit from the qualified plan for retirements in 2016 is $215,000 and annual compensation exceeding $270,000 in 2016 cannot be considered in computing the maximum permissible benefit under the plan. Benefits under the SIP replace the benefits that would have been provided if the Internal Revenue Code limits were not in place.The table below sets forth the present value of accumulated benefits payable at age 65 (or later date if applicable) as of November 30, 2016 for the two legacy IHS NEOs who participated in these plans.2016 Pension Benefits Name Plan Name
Service Present Value of
Accumulated
Benefit ($) Payments
During Last
Fiscal Year U.S. RIP (Qualified) 13.5 936,496 — SIP (Supplemental) 35.0 2,830,489 89,405(1) U.S. RIP (Qualified) 10.2 209,453 — SIP (Supplemental) 10.2 22,268 — (1)Represents payments Mr. Stead received after the Merger. He received a total of $214,572 in Qualified Payments from IHS and IHS Markit between December 1, 2015 and November 30, 2016. In 2003, Mr. Stead was granted an additional 25 years of benefit service under the Supplemental Retirement Income Plan, which is $2,461,136 of the present value listed above.Accrued BenefitsThe accrued benefits are calculated according to the formulas outlined below.Formula A: Benefits accrued as of April 30, 2006 equals (i)+(ii)+(iii) (expressed in the form of a single life annuity):i. 1.25 percent of highest five years’ average compensation in last 10 years as of April 30, 2006 up to covered compensation times years of benefit service (maximum 30 years), plusii. 1.70 percent of highest five years’ average compensation in last 10 years as of April 30, 2006 in excess of covered compensation times years of benefit service (maximum 30 years), plusiii. 0.5 percent of highest five years’ average compensation in last 10 years as of April 30, 2006 times years of benefit service in excess of 30 years.PlusFormula B: From May 1, 2006 to February 28, 2011, 15 percent of pensionable earnings, payable at age 65 as a lump sum pension.PlusFormula C: From March 1, 2011 to July 11, 2014, 10 percent of pensionable earnings, payable at age 65 as a lump sum pension.The accumulated benefits were calculated in accordance with GAAP, using a discount rate of 4.2 percent. For purposes of determining the accrued benefit, compensation means regular salary, bonuses, commissions and overtime prior to January 1, 1987, and regular salary, commissions and overtime for January 1, 1987 and later. Compensation after January 1, 2009 excludes commissions for the SIP.For grandfathered participants, service through March 31, 2011 is covered under Formula A. Mr. Stead is the only NEO who is a grandfathered participant.VestingParticipants are 100 percent vested in their benefit at the earlier of the time they are credited with three years of vesting service or the date they reach age 65. Mr. Stead and Mr. Hyatt are 100 percent vested.Retirement EligibilityNormal retirement age under the plan is 65, but a participant who terminates employment with at least ten years of vesting service may retire as early as age 55. Under Formula A above, participants who terminate employment after age 55 with ten years of vesting service will receive a benefit reduction equal to 0.5 percent for each month that benefit commencement precedes age 62. Participants who terminate employment before age 55 with ten years of vesting service will receive a benefit reduction equal to 0.5 percent for each month that benefit commencement precedes age 65. Formula A will be actuarially reduced for benefit commencements prior to age 55.Under Formulas B and C, participants who terminate prior to age 65 will receive a benefit reduction equal to 4.5 percent compounded annually for each year commencement precedes age 65.Participants who continue employment after attaining age 70 1/2 will have actuarial adjustments applied to the benefit amount to reflect the delay of commencement beyond age 70 1/2.Nonqualified Deferred CompensationLegacy IHS established a Deferred Compensation Plan for employees who are at or above a vice president level in 2015. Under the Deferred Compensation Plan, eligible employees may defer between 10 percent and 50 percent of their salary, wages, commissions, and bonuses, including payment under the AIP. Amounts paid under the RIP or SIP are not eligible for deferral. The deferred amounts may be invested in the same funds available under the Company’s 401(k) plan. Compensation may be deferred to a time one to 10 years from a specified date or after separation from service. The Company does not make any matching contributions under the Deferred Compensation Plan.Under the terms of the legacy IHS Directors Stock Plan, legacy IHS directors were able to convert all or a portion of their annual cash retainers to deferred stock units that will be distributed in shares of Company stock after the director’s service terminated. For fiscal year 2015 (FY15), Mr. Stead elected to defer to deferred stock units his director fee for service as Chairman. Mr. Stead did not make any compensation deferrals in FY16.The following table shows amounts that were deferred by our NEOs and the fiscal year-end balance.NONQUALIFIED DEFERRED COMPENSATION Name Executive
Contributions
in Last Fiscal
Year ($) Registrant
Contributions
in Last Fiscal
Year ($) Aggregate
Earnings
in Last
Fiscal
Year
($) Aggregate
Withdrawals/
Distributions
($) Aggregate
Balance
at Last
FYE
($) — — 7,335 — 206,727 300,900 (1) — 35,179 — 613,036 (1)This amount is also included in the amount reported under the column heading “Salary” in the Summary Compensation Table.Executive Employment AgreementsThe Company has entered into an employment agreement with each of the Company’s NEOs, except for Mr. Stead, which sets forth the terms of employment and details the compensation elements and benefits, if any, due to NEOs upon termination of employment.Below are descriptions of those employment agreements with the Company’s NEOs. These descriptions summarize the agreements’ material terms and do not describe all of their provisions. The NEO employment agreements are filed as exhibits to the Company’s public filings with the SEC.Each of the employment agreements described below provides for certain benefits upon termination of employment (for a summary of these benefits, see “Potential Payments upon Termination or Change in Control” below).Lance Uggla.Effective as of July 1, 2014, legacy Markit entered into an employment agreement with Mr. Uggla, which was further amended on March 20, 2016 and on December 1, 2016, and that included the following provisions:Term. Mr. Uggla’s agreement does not entitle Mr. Uggla to employment for any specified period of time and his employment will continue to be considered employment-at-will. The Company may terminate Mr. Uggla’s employment by giving four weeks’ notice and an additional week of notice for each additional year of service up to 12 weeks’ notice or may provide payment in lieu of notice.Base salary, bonus and benefits. The agreement provides for an initial base salary of £450,000 to be reviewed annually. Mr. Uggla’s salary is currently set in USD, as described in the “Compensation Discussion and Analysis” above. Mr. Uggla’s salary may not be reduced, unless there is a salary reduction for similarly situated members of management. Mr. Uggla will be eligible to participate in the AIP and may receive an incentive payment if he remains employed on the date the incentive is paid. The Company in its sole discretion determines the amount of the incentive awards. Mr. Uggla is also entitled to participate in the employee benefits plans, programs and arrangements as are customarily accorded to our executives as well as the Pensions Salary Sacrifice option, which allows Mr. Uggla to authorize the Company to pay a portion of his salary as an additional employer contribution to the Markit Group Personal Pension Plan. The agreement also provides for certain perquisites described in the “Compensation Discussion and Analysis” above.Covenants. Under Mr. Uggla’s agreement, he has agreed not to disparage the Company or any of our subsidiaries and to maintain the confidentiality of our proprietary or confidential information at all times during his employment and thereafter, and he has assigned to us all of the intellectual property rights in any work product created or developed by him during the term of his employment. He has also agreed not to compete with us during the term of his employment and the 12-month period following termination of his employment, subject to specific exclusions and definitions of permissible advisory and academic activities. He has also agreed not to solicit any of our customers, employees, or prospective customers of any of our subsidiaries during that restricted period.Amendment. In the terms of the Merger agreement, Mr. Uggla is to assume the CEO role in FY18. In connection with the pending Merger and Mr. Uggla’s appointment as the President of the combined Company, Mr. Uggla’s employment agreement was amended on March 20, 2016 to provide that, if he is not serving as the CEO and Chairman of IHS Markit by January 1, 2018 (the “Succession Trigger,” as defined in the amended agreement) as designated in the Merger terms, he may resign. In such case, he would be entitled to receive the same change in control severance and equity award vesting he would have received if he was terminated without cause or resigned for good reason within 12 months of the closing. The Succession Trigger is intended to provide Mr. Uggla with the assurance that he would be protected if he were not to receive the CEO position at the designated time, as previously agreed.Mr. Uggla’s employment agreement was amended effective as of December 1, 2016 to remove any entitlement to perquisites.Todd Hyatt. Effective as of November 1, 2013, legacy IHS entered into an employment agreement with Mr. Hyatt, which included the following provisions:Term. Mr. Hyatt’s agreement does not entitle Mr. Hyatt to employment for any specified period of time and his employment will continue to be considered employment-at-will.Base salary, bonus and benefits. The agreement provides for a base salary to be reviewed and increased at the discretion of our management. Mr. Hyatt will be eligible to participate in the AIP with a target bonus of 75 percent of his base salary, which bonus payout will be based on actual business results. Mr. Hyatt is also entitled to participate in the employee benefits plans, programs, and arrangements as are customarily accorded to our executives.Equity Incentives. In accordance with his agreement, Mr. Hyatt is eligible to participate in the IHS Long-Term Incentive Program (following the Merger, Mr. Hyatt is eligible to participate in the IHS Markit 2014 Equity Incentive Award Plan).Covenants. Under Mr. Hyatt’s agreement, he has agreed to maintain the confidentiality of our proprietary or confidential information at all times during his employment and thereafter, unless first obtaining our prior written consent. He also has assigned to us all of the intellectual property rights in any work product created or developed by him during the term of his employment.New Letter Agreement. On July 8, 2016, legacy IHS entered into an expatriate agreement with Mr. Hyatt. The expatriate agreement is not a contract of employment but rather a summary of the terms of his assignment, which is anticipated to be two years effective as of September 1, 2016. The agreement provides for various benefits provided to certain executive officers serving on an international assignment.Amendment.On July 8, 2016, legacy IHS entered into a letter agreement with Mr. Hyatt in connection with the Merger to extend severance payable on certain terminations until January 31, 2019. This agreement was amended on February 2, 2017. Under the terms of the original letter agreement, upon an involuntary termination without cause, Mr. Hyatt would be entitled to acceleration of equity awards outstanding at the time of the Merger and enhanced severance equal to two times salary and target bonus plus a pro rata bonus payment at target. The agreement also includes benefits if Mr. Hyatt terminates his employment for Good Reason. Good Reason, as of November 30, 2016, would include, from the Merger through January 31, 2019, a material reduction in his role, or an office move more than 50 miles from the current location. These benefits are enumerated in “Potential Payments upon Termination or Change in Control” below.Pursuant to the February 2017 amendment, Mr. Hyatt is no longer eligible to receive any severance payments or benefits to which he had been entitled under the July 2016 amendment or the October 2013 agreement under the circumstances specified in those agreements.In addition, pursuant to the February 2017 amendment, in the event Mr. Hyatt retires from IHS Markit after he reaches the age of 60 in 2020, he will be eligible to receive (i) continuation of health and welfare benefits for 24 months following termination of employment and (ii) continued post-termination vesting of all unvested restricted share units and other equity awards granted to him in accordance with their terms, provided that Mr. Hyatt was an employee of IHS Markit for six months following the grant of such awards, does not engage in any activity in competition with IHS Markit at any time following his termination of employment during the full vesting period of such awards, and executes a release in favor of IHS Markit. Upon a termination without cause or resignation for Good Reason at anytime after February 1, 2017, any unvested portionnature of the 126,746 restricted share unitswaiver, the name of the person to whom it was granted, to Mr. Hyatt on February 1, 2017 will vest in full onand the date of such termination, provided that, upon the request of IHS Markit, Mr. Hyatt executes a release in favor of IHS Markit. For purposes of the February 2017 amendment, Good Reason includes a reduction in cash compensation, an assignment to a position that represents a materially diminished level of authority, or an office move more than 50 miles from the current location without Mr. Hyatt’s consent.New Expatriate Agreement. On July 8, 2016, legacy IHS entered into an expatriate agreement for Mr. Hyatt in anticipation of his assignment from the United States to the United Kingdom to servewaiver, as the CFO of the Company.case may be. The two-year expatriate agreement provides Mr. Hyatt with benefits that are often provided to executive officers who are servinginformation on an international assignment, including allowances for housing, cost of livingour website is not and transportation; home leave; international health care coverage; relocation, shipment and storage services; and tax equalization and tax preparation.Shane Akeroyd.Effective as of July 1, 2014, legacy Markit entered into an employment agreement with Mr. Akeroyd, which included the following provisions:Term. Mr. Akeroyd’s agreement doesshould not entitle Mr. Akeroyd to employment for any specified period of time and his employment will continue to be considered employment-at-will.Base salary, bonus and benefits. The agreement provides for an initial base salarya part of $400,000this Form 10-K.be reviewed annually. Mr. Akeroyd’s salary may not be reduced, unless there is a salary reduction for similarly situated members of management. Mr. Akeroydthis Item appearing in our Proxy Statement, which will be eligible to participate in the AIP and may receive a bonus payment if he remains employed on the date the bonus is paid. The Company in its sole discretion determines the amount of the bonus payment. Mr. Akeroyd is also entitled to participate in the employee benefits plans, programs, and arrangements as are customarily accorded to our executives.Mr. Akeroyd’s agreement entitles him to benefits in the event of an involuntary termination without Cause or termination for Good Reason, which are enumerated in “Potential Payments upon Termination or Change in Control” below. For Mr. Akeroyd, Good Reason may be triggered in the event of: (1) a material diminution of compensation; (2) a material diminution of authority, duties, responsibilities, or title; or (3) a material breach by the Company of the employment agreement that is not remedied by the Company upon notice of such condition.Modified cutback in connection with a change in control. Under Mr. Akeroyd’s agreement, if any amounts received in connection with a change in control are subject to the excise tax imposed under Section 4999 of the Internal Revenue Code, he will be entitled to receive the greater of, on an after-tax basis, the full amount of payments subject to any excise tax or a reduced amount that does not give rise to the excise tax.Covenants. Under Mr. Akeroyd’s agreement, he has agreed to not make disparaging remarks about the Company or its subsidiaries and to maintain the confidentiality of our proprietary or confidential information at all times during his employment and thereafter. The Company also has agreed to instruct our executive officers not to disparage Mr. Akeroyd. He has assigned to us all of the intellectual property rights in any work product created or developed by him during the term of his employment. He has also agreed not to compete with us during the term of his employment and for the 12-month period following termination of his employment, subject to specific exclusions and definitions of permissible advisory and academic activities. Furthermore, he has agreed not to solicit any of our customers, employees, or prospective customers of any of our subsidiaries during that restricted period.New Relocation Agreement. On September 29, 2016, IHS Markit entered into a relocation agreement with Mr. Akeroyd in anticipation of his move from the United States to Hong Kong. The relocation agreement provides Mr. Akeroyd with benefits often provided to executive officers who are relocating, such as shipment of household goods and a housing allowance beginning in FY17.Amendment. As of July 11, 2016, we amended Mr. Akeroyd’s employment agreement in connection with the Merger to provide for additional severance and benefit protection in connection with a termination of employment, the terms of which are described in further detail in “Potential Payments upon Termination or Change in Control” below.Sari Granat.Effective as of September 1, 2015, legacy Markit entered into an employment agreement with Ms. Granat, which included the following provisions:Term. Ms. Granat’s agreement does not entitle her to employment for any specified period of time and her employment will continue to be considered employment-at-will.Base salary, bonus and benefits. The agreement provides for an initial base salary of $400,000 to be reviewed annually. Ms. Granat’s salary may not be reduced, unless there is a salary reduction for similarly situated members of management. Ms. Granat will be eligible to participate in the AIP and may receive a bonus payment if she remains employed on the date the bonus is paid. The Company in its sole discretion determines the amount of the bonus payment. Ms. Granat is also entitled to participate in the employee benefits plans, programs, and arrangements as are customarily accorded to our executives.Ms. Granat’s agreement entitles her to benefits in the event of an involuntary termination without Cause or termination for Good Reason which are enumerated in “Potential Payments upon Termination or Change in Control” and are the same as those provided to Mr. Akeroyd and Mr. Kansler.Modified cutback in connection with a change in control. Ms. Granat’s agreement has the same cutback provision as that of Mr. Akeroyd if any amounts received in connection with a change in control are subject to the excise tax imposed under Section 4999 of the Internal Revenue Code.Covenants. Ms. Granat is subject to the same covenants as Mr. Akeroyd and Mr. Kansler.Amendment. As of July 11, 2016, we amended Ms. Granat’s employment agreement in connection with the Merger to provide for additional severance and benefit protection in connection with a termination of employment, the terms of which are described in further detail in “Potential Payments upon Termination or Change in Control” below.Adam Kansler. Effective as of July 1, 2014, legacy Markit entered into an employment agreement with Mr. Kansler, which included the following provisions:Term. Mr. Kansler’s agreement does not entitle Mr. Kansler to employment for any specified period of time and his employment will continue to be considered employment-at-will.Base salary,bonus and benefits. The agreement provides for an initial base salary of $400,000 to be reviewed annually. Mr. Kansler’s salary may not be reduced, unless there is a salary reduction for similarly situated members of management). Mr. Kansler will be eligible to participate in the AIP and may receive a bonus payment if he remains employed on the date the bonus is paid. The amount of the bonus award, if any, is in the Company’s sole discretion. Mr. Kansler is also entitled to participate in the employee benefits plans, programs, and arrangements as are customarily accorded to our executives.Mr. Kansler’s agreement entitles him to benefits in the event of an involuntary termination without Cause or termination for Good Reason which are enumerated in “Potential Payments upon Termination or Change in Control” and are the same as those provided to Mr. Akeroyd and Ms. Granat.Modified cutback in connection with a change in control. Mr. Kansler’s agreement has the same cutback provision as that of Mr. Akeroyd and Ms. Granat if any amounts received in connection with a change in control are subject to the excise tax imposed under Section 4999 of the Internal Revenue Code.Covenants. Mr. Kansler is subject to the same covenants as Mr. Akeroyd and Ms. Granat.Amendment.As of July 11, 2016, we amended Mr. Kansler’s employment agreement in connection with the merger to provide for additional severance and benefit protection in connection with a termination of employment, the terms of which are described in further detail in “Potential Payments upon Termination or Change in Control” below.Separation Agreement with Jeffrey Gooch. In connection with the Merger, we entered into a separation agreement with Mr. Gooch, which we refer to as the Gooch Separation Agreement, pursuant to which Mr. Gooch’s employment agreement with legacy Markit, dated July 1, 2014, was terminated, together with Mr. Gooch’s employment with IHS Markit, on September 13, 2016.The terms of the Gooch Separation Agreement provide for payment of accrued obligations (including earned salary and a sum in lieu of any accrued but unused holiday), a lump sum equal to £55,385, which represents nine weeks’ notice, a sum of £600,000 in nine equal monthly installments and additional severance of £800,000 in twelve equal monthly installments, all of which would have otherwise become payable pursuant to his original employment agreement. Additionally, IHS Markit agreed to contribute £500 inclusive of VAT and disbursements toward legal fees for advice given in connection with the termination and pay him a termination payment of £564,784. Mr. Gooch agreed that the covenants contained in his original employment agreement related to confidentiality, intellectual property, and 12-month post-termination non-competition and non-solicitation would survive such termination. In addition, under the Gooch Separation Agreement, 1,000,000 unvested stock options and 75,345 restricted share awards that had previously been granted to Mr. Gooch vested as of his termination date.The Gooch Separation Agreement also contained, among other things, customary mutual releases and non-disparagement provisions.Separation Agreement with Stephen Wolff. In connection with the Merger we entered into a separation agreement with Mr. Wolff, which we refer to as the Wolff Separation Agreement, pursuant to which Mr. Wolff’s employment agreement with legacy Markit, dated July 1, 2014, was terminated, together with Mr. Wolff’s employment with IHS Markit, on October 5, 2016.The terms of the Separation Agreement provide for payment of accrued obligations (including earned salary and a sum in lieu of any accrued but unused holiday), a lump sum equal to £24,615, which represents four weeks’ notice, a sum of £200,000 in three equal monthly installments and additional severance of £800,000 in twelve equal monthly installments, all of which would have otherwise become payable pursuant to his original employment agreement. Additionally, IHS Markit agreed to contribute £750 inclusive of VAT and disbursements toward legal fees for advice given in connection with the termination and pay him a termination payment of £448,505. Mr. Wolff agreed that the covenants contained in his original employment agreement related to confidentiality, intellectual property and 12-month post-termination non-competition and non-solicitation would survive such termination. In addition, under the Wolff Separation Agreement, 600,000 unvested stock options and40,172 restricted share awards that had previously been granted to Mr. Wolff vested as of his termination date.The Wolff Separation Agreement also contained, among other things, customary mutual releases and non-disparagement provisions.Potential Payments upon Termination or Change in ControlOtherfiled no later than Mr. Stead, each NEO has entered into agreements that provide for key employment terms and compensation in the event of certain forms of termination of employment or a change in control of the Company. Agreements governing these payments were executed prior to the Merger by the legacy companies, and certain terms differ. These agreements are described above in “Executive Employment Agreements.”All of the NEOs, including Mr. Stead, benefit from accelerated vesting of all or a portion of their equity awards following certain termination events, pursuant to the terms of their individual agreements. In addition to the amounts discussed in the tables below, all of the NEOs may receive payouts from our qualified plans in the same manner that any salaried employee would (for instance, life or disability insurance payouts, pension plan payouts, or similar benefits). Mr. Stead and Mr. Hyatt also would receive the benefits described in further detail in “Pension Benefits” and “Nonqualified Deferred Compensation.”The table below provides details of the nature and amounts of compensation to each NEO, assuming a hypothetical termination (or a change in control of the Company and subsequent termination) on120 days after November 30, 2016, the last day of our most recent fiscal year. The tables are based on the following four scenarios:1.Voluntary Termination Other Than for Good Reason or Involuntary Termination for CauseThis category refers to voluntary terminations by the executive other than for Good Reason (including resignations, retirements, or other terminations by mutual agreement) as well as terminations by the Company for Cause (including willful failure to perform material duties).2.Involuntary Termination Without Cause or Termination for Good Reason without Change in ControlThis category refers to voluntary terminations by the executive for Good Reason or involuntary terminations by the Company without Cause, without a preceding change in control. For legacy Markit executive officers, the Merger constituted a change in control, thus, the scenario is not applicable as of November 30, 2016 for Messrs. Uggla, Akeroyd and Kansler and Ms. Granat.3.Involuntary Termination Without Cause or Termination for Good Reason with a Change in ControlOther than Mr. Stead, each of the NEOs who were employed as of the last day of the fiscal year had protection in the event of termination following a change in control. For legacy Markit NEOs (Messrs. Uggla, Akeroyd, Kansler and Ms. Granat), the Merger of IHS and Markit constituted a change in control for purposes of their employment terms and they are entitled to change in control protection through July 12, 2018.4.Death or DisabilityMr. Hyatt has protection in the event of his death or disability. Messrs. Stead and Hyatt are entitled to accelerated vesting of their equity awards in the event of death or disability, where disability is defined as a mental or physical illness that entitles the executive to receive benefits under the applicable Company long-term disability plan.Potential Post-Termination Payments Table Name Payments Upon Separation Voluntary
Termination
Other Than
For Good
Reason or
Involuntary
Termination
for Cause
($) Involuntary
Termination
Without
Cause or for
Good Reason
(not Related
to Change in
Control)
($) Involuntary
Termination
Without
Cause or
Termination
for Good
Reason
(Change in
Control)
($) Death
($) Disability
($) PSUs(2) — — 6,109,800 6,109,800 6,109,800 RSUs(3) — — 16,208,149 16,208,149 16,208,149 22,317,949 22,317,949 22,317,949 Cash Severance(4) — (9 ) 4,000,000 — — Restricted Share Awards(5) — (9 ) 14,481,807 — — Stock Options(6) — (9 ) 35,112,000 — — Perquisites(7) — (9 ) 212,522 — — Tax Reimbursement(8) (9 ) 175,548 — — 53,981,877 Cash Severance(10) — 2,557,650 2,557,650 2,557,650 2,557,650 RSUs(3) — 11,606,535 11,606,535 11,606,535 11,606,535 Benefits Continuation(11) — 32,556 32,556 32,556 32,556 Outplacement Assistance(12) — 12,000 12,000 — — 14,208,741 14,208,741 14,196,741 14,196,741 Cash Severance(13) — (9 ) 2,083,333 — — Restricted Share Awards(14) — (9 ) 2,361,474 — — Unvested Stock Options(15) — (9 ) 9,240,000 — — 13,684,807 Cash Severance(13) — (9 ) 1,500,000 — — Restricted Share Awards(14) — (9 ) 526,126 — — Unvested Stock Options(15) — (9 ) 2,635,500 — — 4,661,626 Cash Severance(13) — (9 ) 1,979,167 — — Restricted Share Awards(14) — (9 ) 2,666,568 — — Unvested Stock Options(15) — (9 ) 9,240,000 — — 13,885,735 (1)Mr. Stead does not have an employment agreement and is not entitled to any payments upon termination for any reason other than the vesting of PSUs and RSUs, as described in this table.(2)Upon a change in control or termination of employment due to death or disability, the vesting of Mr. Stead’s PSUs will be accelerated at target. The value above is calculated by multiplying the number of unvested PSUs at target by $35.94, the closing price of IHS Markit shares on November 30, 2016. Actual awards will vest based on actual performance after the Board has certified the results.(3)Under a change in control or termination of employment due to death or disability, the vesting of Mr. Stead’s and Mr. Hyatt’s RSUs will be accelerated. The value above is calculated by multiplying the number of unvested RSUs by $35.94, the closing price of IHS Markit shares on November 30, 2016.(4)In the event of an involuntary termination without Cause or termination for Good Reason within 12 months of a change in control, Mr. Uggla is entitled to receive a cash severance payment equal to (a) one month of his base salary and target cash incentive (calculated at 150 percent of salary for this table) for every year of service, up to a maximum of 12 months, plus (b) an additional 12 months of salary and target cash incentive. The severance is payable on a monthly basis over a 12-month period, with each payment contingent upon Mr. Uggla remaining in compliance with certain non-compete and non-solicitation restrictions (the “Severance Period”).(5)In the event of an involuntary termination without Cause or termination for Good Reason during the first 12 months following the Merger, and in the event of an involuntary termination without Cause or Termination for Good Reason as a result of the “Succession Trigger” (as defined in his amended employment agreement) before January 1, 2018, the vesting of Mr. Uggla’s restricted share awards will be accelerated. The value shown above is equal to the number of unvested restricted share awards multiplied by $35.94, the closing stock price of IHS Markit shares, on November 30, 2016.(6)In the event of an involuntary termination without Cause or termination for Good Reason during the first 12 months following the Merger, and in the event of an involuntary termination without Cause or Termination for Good Reason as a result of the “Succession Trigger” (as defined in his amended employment agreement) before January 1, 2018, the vesting of Mr. Uggla’s stock options will be accelerated, and he will have 12 months from his termination date (or until the originally scheduled expiration date, if earlier) to exercise the options. The value shown aboveis equal to $35.94, the closing stock price of IHS Markit shares on November 30, 2016, less the applicable exercise price multiplied by the number of unvested stock options held.(7)In the event of an involuntary termination without Cause or Termination for Good Reason, Mr. Uggla is entitled to continuation of the perquisites described in his employment agreement for the Severance Period, which include a housing allowance, car allowance and tax reimbursement with respect to the housing allowance. Under the terms of his employment agreement, Mr. Uggla is also entitled to income tax preparation, family travel to his home country of Canada, and certain club memberships. However, because he has currently waived receipt of those benefits, their value is not determinable.(8)Mr. Uggla is entitled to payments for the taxes due with respect to his housing allowance.(9)The Merger constituted a Change in Control under the terms of the employment agreements held by Messrs. Uggla, Akeroyd, and Kansler and Ms. Granat; thus, as of November 30, 2016, in the event of an involuntary termination without Cause or for Good Reason, they would be entitled to Change in Control termination benefits.(10)As of November 30, 2016, in the case of an involuntary termination without Cause or Good Reason, or if his employment terminates due to death or disability, Mr. Hyatt receives a cash severance payment equal to two times his base salary and target bonus plus a pro rata bonus payment at target, which for purposes of this table is reported on a full year basis. Mr. Hyatt’s agreement was amended in February 2017 to remove his entitlement to cash severance. See “Executive Employment Agreements” for a description of his new employment terms.(11)In the case of an involuntary termination without Cause or Good Reason, or if his employment terminates due to death or disability, in all cases prior to January 31, 2019, Mr. Hyatt receives welfare benefits continuation for him and his family for 24 months.(12)In the case of an involuntary termination without Cause or Good Reason, in all cases prior to January 31, 2019, Mr. Hyatt receives outplacement assistance for 24 months.(13)In the event of an Involuntary Termination without Cause or Termination for Good Reason within 24 months following a Change in Control, Messrs. Akeroyd and Kansler and Ms. Granat receive a cash severance payment equal to (a) one month of base salary and target cash incentive (calculated at 150 percent of salary for this table) for every year of service, up to a maximum of 12 months, plus (b) an additional 12 months of salary and target cash incentive. The severance is payable on a monthly basis over a 12-month period, with each payment contingent upon the NEO complying with certain non-compete and non-solicitation restrictions.(14)In the event of an Involuntary Termination without Cause or Termination for Good Reason within 12 months following a Change in Control, the vesting of restricted share awards held by Messrs. Akeroyd and Kansler and Ms. Granat will be accelerated (and the vesting of restricted share awards granted prior to the Merger will be accelerated if such a termination occurs after 12 months but before 24 months following the Merger). The value shown above is equal to the number of unvested restricted share awards multiplied by $35.94, the closing stock price of IHS Markit shares on November 30, 2016.(15)In the event of an Involuntary Termination without Cause or Termination for Good Reason within 12 months following a Change in Control, the vesting of stock options held by Messrs. Akeroyd and Kansler and Ms. Granat will be accelerated (and the vesting of stock options granted prior to the Merger will be accelerated if such a termination occurs after 12 months but before 24 months following the Merger). In addition, each NEO will have 12 months from their respective termination date (or until the originally scheduled expiration date, if earlier) to exercise the options. The value shown above is equal to $35.94, the closing stock price of IHS Markit shares on November 30, 2016, less the applicable exercise price multiplied by the number of unvested stock options held.Post Termination Payments – Jeffrey Gooch and Stephen WolffEffective as of September 13, 2016, the Company entered into an agreement to define certain terms of Mr. Gooch’s termination, and effective as of October 5, 2016, the Company entered into an agreement to define certain terms of Mr. Wolff’s termination. The terms of each agreement included a severance payment, a termination payment and accelerated vesting of unvested restricted share awards and stock options as provided for in the terms of the restricted share awards and stock options award agreements. End-of-service payments for both Messrs. Gooch and Wolff were contingent upon each signing a release that, along with other customary terms and conditions, released IHS Markit from any and all claims. Messrs. Gooch and Wolff are also each subject to non-compete and non-solicitation covenants for a period of 12 months after termination.Actual Post-Termination Payments(1) Payments Upon Separation Jeffrey Gooch ($) Stephen Wolff ($) 1,897,000 1,355,000 75,182 33,489 765,282 607,724 2,787,012 1,476,321 10,290,000 6,030,000 15,184,476 9,502,534 (1)For purposes of this table, end of service payments for Messrs. Gooch and Wolff that were made in GBP (cash severance, contractual payment, termination payment and legal fees) were converted to USD using an average annual exchange rate of 1.355 USD for 1 GBP.(2)Messrs. Gooch and Wolff each received a severance payment equal to (a) one month of base salary and target cash incentive (calculated at 150 percent of salary for this table) for each year of service, plus (b) an additional 12 months of salary and target cash incentive. The severance is payable on a monthly basis over a 12-month period, with each payment contingent upon the former NEO remaining in compliance with certain non-compete and non-solicitation restrictions.(3)Per the terms of Mr. Gooch’s and Mr. Wolff’s restricted share awards, respectively, the vesting of any outstanding restricted share awards was accelerated upon termination. For Mr. Gooch, the value shown above is equal to the number of accelerated restricted share awards multiplied by $36.99, the closing stock price of IHS Markit shares on Mr. Gooch’s termination date of September 13, 2016. For Mr. Wolff, the value shown above is equal to the number of accelerated restricted share awards multiplied by $36.75, the closing stock price of IHS Markit shares on Mr. Wolff’s termination date of October 5, 2016.(4)Per the terms of Mr. Gooch’s and Mr. Wolff’s stock options, respectively, the vesting of unvested stock options was accelerated, and each former NEO was given 12 months from his termination date to exercise outstanding stock options. For Mr. Gooch, the value shown above is equal to $36.99, the closing stock price of IHS Markit shares on September 13, 2016, less the applicable exercise price multiplied by the number of accelerated stock options. For Mr. Wolff, the value shown above is equal to $36.75, the closing stock price of IHS Markit shares on Mr. Wolff’s termination date of October 5, 2016, less the applicable exercise price multiplied by the number of accelerated stock options.Security OwnershipCertain Beneficial Owners and ManagementThe following table sets forth certain information as of February 8, 2017, unless otherwise noted, as to common shares beneficially owned by: (i) each person who is known by us to own beneficially more than five percent of our common shares; (ii) each of our named executive officers listed in the 2016 Summary Compensation Table under “Executive Compensation” in this Proxy Statement; (iii) each of our directors; and (iv) all our directors and executive officers as a group.The percentage of common shares beneficially owned is based on 434,965,635 common shares issued and outstanding as of February 8, 2017. We have only one class of shares issued and outstanding, that being common shares, and all holders of our common shares have the same voting rights. Solely for purposes of the following table and accompanying footnotes relating to beneficial ownership of our common shares, the number of common shares issued and outstanding as of February 8, 2017 includes 25,219,470 common shares held by the EBT as further described in footnote 16 to the table below and under “Employee Benefit Trust.”In accordance with SEC rules, “beneficial ownership” includes voting or investment power with respect to securities.For purposesEquity Securities” of this table, beneficial ownership has been determined in accordance with the provisions of Rule 13d-3 of the Exchange Act under which, in general, a personAnnual Report on Form 10-K is deemed to be the beneficial owner of a security if he or she has or shares the power to vote or direct the voting of the security or the power to dispose of or direct the disposition of the security, or if he or she has the right to acquire beneficial ownership of the security within sixty (60) days. To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table each have sole voting and investment power with respect to all common shares beneficially ownedincorporated by them. We do not know of any arrangements which would result in a change in our control. Common Shares
Beneficially Owned Name and Address of Beneficial Owner(1) Number(2) Percentage 1,173,972 * 1,865,326 * 74,850 * 1,119,854 * 140,598 * 396,602 * 295,531 * 30,000 * 51,478 * 70,837 * 10,502,984 2.4 % 129,909 * 66,256 * 20,950 * 30,678 * 210,612 * — — 16,921,275 3.9 % 43,393,572 10.0 % 29,621,576 6.8 % 26,326,470 6.1 % 25,219,470 5.8 % *Represents less than 1 percent.(1)Unless otherwise stated below, the address of each beneficial owner listed on the table is “c/o IHS Markit Ltd., 4th Floor, Ropemaker Place, 25 Ropemaker Street, London, England EC2Y 9LY.”(2)The number of shares reported as beneficially owned in this column includes restricted share awards, deferred share units and options that are exercisable within 60 days. Excluded from the table above are options not exercisable within 60 days, unvested RSUs that are reported on the SEC Form 4, and performance share units that may be payable in common shares depending upon the achievement of certain performance goals. The following table presents options not exercisable within 60 days, unvested RSUs that are reported on the SEC Form 4 and performance share units that may be payable in common shares depending upon the achievement of certain performance goals. Excluded in Security Ownership Table Above Name Options not
exercisable
within 60 days Unvested Restricted
Share Units With
Time-Based Vesting Unvested
Restricted Share
Units With
Performance-
Based Vesting
(a) — 248,962 322,091 3,800,000 — 152,091 — 399,272 25,348 1,000,000 10,773 10,773 270,000 9,506 9,505 1,000,000 17,111 17,110 — — — — — — — 1,708 — — 1,708 — — 1,708 — — 1,708 — — 1,708 — — 1,708 — — 1,708 — — 1,708 — — — — 6,970,000 1,729,787 628,760 (a)PSUs are reported at target performance level.(3)Mr. Stead’s reported ownership includes 920,764 common shares held by JMJS II LLP, a family trust. Ownership includes 368,860 common shares pledged as collateral to secure certain personal indebtedness.(4)Mr. Uggla’s reported ownership does not include common shares held through a trust, of which Mr. Uggla and certain members of his family are beneficiaries.(5)Mr. Gooch ceased his role as an executive officer on July 12, 2016, and his share ownership is reported as of December 31, 2016 and options held as of February 8, 2017.(6)Mr. Wolff ceased his role as an executive officer on July 12, 2016, and his share ownership is reported as of December 31, 2016 and options held as of February 8, 2017.(7)Mr. Ford’s reported ownership includes 980 deferred share units and 10,500,000 common shares held by General Atlantic Partners Tango, L.P. (“GA Tango”). The general partner of GA Tango is GAP (Bermuda) Limited (“GAP (Bermuda) Limited”). The limited partners of GA Tango are the following General Atlantic investment funds: General Atlantic Partners (Bermuda) II, L.P. (“GAP Bermuda II”), GAP Coinvestments III, LLC (“GAPCO III”), GAP Coinvestments IV, LLC (“GAPCO IV”), GAP Coinvestments CDA, L.P. (“GAPCO CDA”) and GAPCO GmbH & Co. KG (“GAPCO KG”). The general partner of GAP Bermuda II is General Atlantic GenPar (Bermuda), L.P. (“GenPar Bermuda”) and the general partner of GenPar Bermuda is GAP (Bermuda) Limited. General Atlantic LLC (“GA LLC”) is the managing member of GAPCO III and GAPCO IV and the general partner of GAPCO CDA. GAPCO Management GmbH (“Management GmbH”) is the general partner of GAPCO KG. The Managing Directors of GA LLC are also the directors and voting shareholders of GAP (Bermuda) Limited. The Managing Directors of GA LLC make voting and investment decisions with respect to securities held by GAPCO KG and Management GmbH. Mr. Ford is the Chief Executive Officer and a Managing Director of GA LLC. Mr. Ford disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The common shares held by GA Tango are pledged as collateral to a third party lender to secure certain indebtedness of GA Tango. Mr. Ford’s address is c/o General Atlantic Service Company, LLC, 55 East 52nd Street, 32nd Floor, New York, NY 10055.(8)Mr. Iyer’s reported ownership includes 58,827 deferred share units and 44,456 common shares held in irrevocable trusts for his children.(9)Mr. Kelly’s reported ownership includes 1,563 deferred share units.(10)Ms. McWhinney’s reported ownership includes 7,044 deferred share units.(11)Mr. Montupet’s reported ownership includes 27,122 deferred share units and 3,556 common shares held in irrevocable family trusts.(12)Mr. Roedel’s reported ownership includes 11,029 common shares held by a profit sharing plan, as well as 130,230 deferred share units and 69,353 common shares held by his wife. Mr. Roedel disclaims beneficial ownership of these shares.(13)This information was obtained from the Schedule 13G/A jointly filed with the SEC on February 3, 2017 by Artisan Partners Limited Partnership, Artisan Investments GP LLC, Artisan Partners Holdings LP, and Artisan Partners Asset Management Inc. (collectively, “Artisan Partners”). Artisan Partners has shared voting power over 40,691,082 common shares and shared dispositive power over 43,393,572 common shares. These securities have been acquired on behalf of discretionary clients of APLP. Persons other than APLP are entitled to receive all dividends from, and proceeds from the sale of, those shares. None of those persons, to the knowledge of Artisan Partners has an economic interest in more than 5% of the class. The address of Artisan Partners is 875 East Wisconsin Avenue, Suite 800, Milwaukee, WI 53202.(14)This information was obtained from the Schedule 13G filed with the SEC on February 7, 2017 by T. Rowe Price Associates, Inc. (“Price Associates”). Price Associates has sole voting power over 8,827,150 common shares and sole dispositive power over 29,621,576 shares. Price Associates does not serve as custodian of the assets of any of its clients; accordingly, in each instance only the client or the client’s custodian ortrustee bank has the right to receive dividends paid with respect to, and proceeds from the sale of, such securities. The ultimate power to direct the receipt of dividends paid with respect to, and the proceeds from the sale of, such securities, is vested in the individual and institutional clients which Price Associates serves as investment adviser. Any and all discretionary authority which has been delegated to Price Associates may be revoked in whole or in part at any time. To the knowledge of Price Associates, not more than 5% of the class is owned by any one client subject to the investment advice of Price Associates. The address of Price Associates is 100 E. Pratt Street, Baltimore, Maryland 21202.(15)This information was obtained from the Schedule 13G filed with the SEC by The Vanguard Group (“Vanguard”) on February 10, 2017. Vanguard has sole voting power over 212,349 shares, shared voting power over 62,411 shares, sole dispositive power over 26,061,301 shares, and shared dispositive power over 265,169 shares. To the knowledge of Vanguard, it does not hold more than five percent of the class on behalf of another person. The address of Vanguard is 100 Vanguard Blvd., Malvern, PA 19355.(16)This information was obtained from the Schedule 13G/A filed with the SEC on January 23, 2017 by Intertrust Employee Benefit Trustee Limited. Intertrust Employee Benefit Trustee Limited (“IEBTL”) is the trustee of the Markit Group Holdings Limited Employee Benefit Trust (“EBT”) and has the shared power to vote, direct the voting of, dispose of and direct the disposition of all the common shares held by EBT. The address for IEBTL is 44 Esplanade, St Helier, Jersey JE4 9WG, Channel Islands. Unless IHS Markit directs otherwise, IEBTL may not vote any of the shares held by the EBT and is also generally obliged to forgo dividends.Employee Benefit TrustThe Markit Group Holdings Limited Employee Benefit Trust (the “EBT”) is a discretionary trust established by a deed dated January 27, 2010 between Markit Group Holdings Limited and Elian Employee Benefit Trustee Limited (the “trustee”), as trustee of the EBT, through which shares and other benefits may be provided to IHS Markit’s existing and former employees in satisfaction of their rights under any compensation or share incentive arrangements established by IHS Markit. The trustee is an independent provider of fiduciary services, based in Jersey, Channel Islands. The EBT will terminate on January 27, 2090, unless terminated earlier by the trustee.No current or former employee has the right to receive any benefit from the EBT unless and until the trustee exercises its discretion to confer a benefit. Neither IHS Markit nor any of its subsidiaries is permitted to be a beneficiary of the EBT. Subject to the exercise of the trustee’s discretion, shares held by the EBT may be delivered to such employees in satisfaction of their rights under any share incentive arrangements established by IHS Markit. We may make non-binding recommendations to the trustee regarding the EBT.The Trustee may amend the EBT, subject to our consent, but not in any manner that would confer on IHS Markit any benefit or possibility of benefit. The principal activity of the EBT has been to acquire shares in Markit from its existing and former employees and to hold such shares for their benefit. Unless we direct otherwise, the trustee of the EBT may not vote any of the common shares held by the EBT and is also generally obliged to forgo dividends.We have historically funded the EBT’s acquisition of common shares through interest-free loans that are repayable on demand, but without recourse to any assets other than those held by the trustee in its capacity as trustee of the EBT.Securities Authorized for Issuance Under Equity Compensation PlansThe following table sets forth information as of November 30, 2016, the last day of fiscal year 2016, with respect to compensation plans under which equity securities are authorized for issuance.Equity Compensation Plan Information Plan Category Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights Weighted-average
exercise price of
outstanding options,
warrants and rights Number of securities
remaining available
for issuance under
equity compensation
plans (excluding
securities reflected
in the first column) (in millions) (in millions) 49.0 (1) $ 24.89 (2) 20.9 (3) — — — 49.0 $ 24.89 20.9 (1)Includes (a) 39.7 million stock options, (b) 8.3 million restricted share units and 0.4 million performance share units at target performance levels that were issued with no exercise price or other consideration, (b) 0.3 million shares reserved for issuance if maximum performance on performance share units is met, and (c) 0.3 million deferred share units payable to non-employee directors upon their termination of service.(2)The weighted-average exercise price is reported for the outstanding stock options reported in the first column. There are no exercise prices for the restricted share units, performance share units or deferred share units included in the first column. There are no other outstanding warrants or rights.(3)Includes shares repurchased by the Company upon vesting of restricted share units and performance share units for a value equal to the minimum statutory tax liability.Certain Relationships and Related TransactionsCredit AgreementUntil December 31, 2016, James Rosenthal, a director on our board, was an executive officer of Morgan Stanley, whose affiliate is a partyand a lender under our revolving credit facility and term loan entered into in July 2016, and as such Mr. Rosenthal may have had an indirect interestthis Item appearing in our revolving credit facility and term loan. Morgan Stanley received standard fees and interest for loans made under the revolving credit facility and term loan. See our Annual Report on Form 10-K for the 2016 fiscal year for further information on our revolving credit facility and term loan.Use of AircraftFrom time to time, the Company leases, on a non-exclusive basis, an aircraft operated by Jet Exchange Limited (“Jet Exchange”) for business-related purposes. The aircraft is owned by LJUG Partners LP, inProxy Statement, which Lance Uggla, our President, has a partial interest. The Company leases the aircraft on a per use basis from Jet Exchange and is not required to lease any minimum number of hours on the aircraft. Based on quotes for similar services provided by unrelated third parties, the Company believes that the lease rates paid to Jet Exchange were no less favorable to the Company than those that couldwill be obtained from unrelated third parties. For fiscal year 2016, the Company paid an aggregate of $0.45 million to Jet Exchange for use of the aircraft. If Mr. Uggla uses the aircraft for business-related travel purposes, he is reimbursed per usage up to the equivalent amount of commercial airline fare in accordance with our travel policy.Director nomination agreementIn Markit’s initial public offering in 2014, CPPIB purchased approximately $250 million of our common shares at the initial public offering price, and was given the right to nominate, in consultation with our Nominating and Governance Committee, one director for appointment to our Board of Directors pursuant to a Director Nomination Agreement with us. This right will expire if CPPIB’s beneficial ownership of our common shares falls below 100 percent of the number of common shares CPPIB purchased in Markit’s initial public offering. At the time of the Merger, CPPIB determined that it would not choose to designate a nominee to our Board at that time.Registration rights agreementOn June 24, 2014, we entered into a registration rights and lock-up agreement (the “Registration Rights Agreement”) with our executive officers at the time and certain shareholders. On June 10, 2015, the Registration Rights Agreement was amended in connection with a secondary offering of shares at that time (the “2015 Secondary Offering”) in which the shareholders were permitted to sell up to 85 percent of their Initial Ownership Common Shares (as defined below). The agreement, as amended, provides for the restrictions and rights set forth below. For purposes of this section only, Bank of America, Barclays, BNP Paribas, Citigroup, Deutsche Bank, Goldman Sachs, HSBC, J.P. Morgan, Morgan Stanley, RBS, UBS, and Credit Suisse are referred to as the “Bank Shareholders,” and General Atlantic, Temasek and CPPIB are referred to as the “PE Shareholders.” The Bank Shareholders, PE Shareholders and the other persons party to the agreement are collectively referred to in this section as the “Shareholders.”Transfer restrictions. Without our written consent, the Bank Shareholders and PE Shareholders are not permitted to transfer any common shares they beneficially owned as of the closing of Markit’s initial public offering (the “Initial Ownership Common Shares”) except (i) to certain permitted transferees (which, as a condition of transfer, must agree to be bound by the terms of the Registration Rights Agreement), (ii) after the first anniversary of the closing of Markit’s initial public offering, in accordance with the registration rights provisions and the other transfer restrictions described below, or (iii) in the case of the Bank Shareholders, when the transfer restrictions cease to applyfiled no later than the fifth anniversary of the closing of Markit’s initial public offering and, in the case of the PE Shareholders, when the transfer restrictions cease to apply no later than the fourth anniversary of the closing of Markit’s initial public offering. With respect to a Bank Shareholder, no more than 25 percent of such Bank Shareholder’s Initial Ownership Common Shares may be transferred pursuant to clause (ii) in each successive 12-month period beginning on the first anniversary of the closing of Markit’s initial public offering or any anniversary thereof. With respect to a PE Shareholder, no more than33-1/3 percent of such PE Shareholder’s Initial Ownership Common Shares may be transferred pursuant to clause (ii) in each successive 12-month period beginning on the first anniversary of the closing of Markit’s initial public offering or any anniversary thereof. If, however, any Bank Shareholder or PE Shareholder does not transfer the maximum allowable number of Initial Ownership Common Shares in any 12-month period, such remaining number of Initial Ownership Common Shares will be available for transfer in the next subsequent 12-month period, and if a Bank Shareholder or PE Shareholder sold more than 25 percent or33-1/3 percent, as applicable, of such Shareholder’s Initial Ownership Common Shares in the 2015 Secondary Offering, then the number of such shares such Shareholder would be permitted to sell in each remaining 12-month period is proportionally reduced.In addition, our President, Lance Uggla, separately agreed with us to transfer restrictions on 3,000,000 common shares either held by him or to which he is a beneficiary, on terms substantially similar to the transfer restrictions applicable to the PE Shareholders.Demand registration rights. Subject to the transfer restrictions described above, any two Shareholders that are either Bank Shareholders or PE Shareholders, or both will be entitled to requestthat we effect up to an aggregate of four demand registrations under the Registration Rights Agreement, but no more than one demand registration within (i) a period of 90120 days after the effective date of any other demand registration statement or (ii) any successive 12-month period beginning on the first anniversary of the closing of Markit’s initial public offering or any anniversary thereof. Within ten business days of our receiving a demand notice, we must give notice of such requested demand registration to the other Shareholders. Within five business days after the date of our notice, any of such other Shareholders may request that we also effect the registration of certain of their common shares that are eligible for registration. Any demand registration through the fourth anniversary of the closing of Markit’s initial public offering is required to meet an expected aggregate gross proceeds threshold of $100 million.The demand registration rights are subject to certain customary conditions and limitations, including customary underwriter cut back rights and our ability to defer registration. If any Shareholders are cut back by the underwriters, they may either seek a waiver from us permitting them to sell any excluded common shares by any means available under the Securities Act or request that we effect a second demand registration, which would not be deemed one of the four available demand registrations. If, in connection with a second demand registration, any Shareholders are cut back by the underwriters, then such Shareholders may sell any excluded common shares by any means available under the Securities Act.In addition, if, subsequent to the fourth anniversary of the closing of Markit’s initial public offering, any PE Shareholder owns 100 percent of the number of its Initial Ownership Common Shares and our Board of Directors includes a PE Shareholder director nominee, such PE Shareholder will be entitled to one additional demand registration (which each other PE Shareholder may join so long as it satisfies the same requirements as the requesting PE Shareholder). Such additional demand registration shall not be deemed one of the four available demand registrations. In addition, if, as of the fourth anniversary of the closing of Markit’s initial public offering, any Shareholder owns more than 5 percent of our issued and outstanding common shares, then such Shareholder will be entitled to one additional demand registration (which any other Shareholder may join so long as it satisfies the same requirements as the requesting Shareholder). Such additional demand registration shall not be deemed one of the four available demand registrations.Shelf registration rights. Subject to the transfer restrictions described above, at any time after the first anniversary of the closing of Markit’s initial public offering, if we are eligible to use a shelf registration statement, then any two Shareholders that are either Bank Shareholders or PE Shareholders, or both, will be entitled to request that we effect a shelf registration on similar terms as the demand registrations described above, except that offerings will be conducted as underwritten takedowns. Each underwritten takedown constitutes a demand registration for purposes of the four demand registrations we are obligated to effectuate subject to the additional demand rights described in the immediately preceding paragraph.The Registration Rights Agreement provides that we must pay all registration expenses (other than fees and expenses of the Shareholders, including counsel fees and any underwriting discounts and commissions) in connection with any effected demand registration or shelf registration. The Registration Rights Agreement contains customary indemnification and contribution provisions.Indemnification agreementsWe have entered into indemnification agreements with our directors and executive officers. The indemnification agreements and our bye-laws require us to indemnify our directors and executive officers to the fullest extent permitted by law.Review and Approval of Related Person TransactionsWe have adopted a set of written related person transaction policies designed to minimize potential conflicts of interest arising from any dealings we may have with our affiliates and to provide appropriate procedures for the disclosure, approval and resolution of any real or potential conflicts of interest which may exist from time to time. Such transactions generally include any non-ordinary course transaction and the persons involved include any IHS Markit directors, nominees for director, executive officers, a person or entity that is known to be a beneficial owner of more than 5 percent of our voting securities,, or any immediate family members or affiliates of any of them. It could include direct or indirect material interests in the transaction or the persons involved.Our Board of Directors has delegated to the Nominating and Governance Committee the responsibility for reviewing related person transactions. Such policies and procedures provide, among other things, that all related person transactions require approval by our Nominating and Governance Committee, after considering all relevant facts and circumstances, including, without limitation, the commercial reasonableness of the terms, the benefit and perceived benefit, or lack thereof, to us, opportunity costs of alternative transactions, the materiality and character of the related party’s direct or indirect interest, and the actual or apparent conflict of interest of the related party, and after determining that the transaction is in, or not inconsistent with, our best interests.To support this process, each year we solicit internal disclosure of any transactions between IHS Markit and its directors and executive officers, their immediate family members, and their affiliated entities, including the nature of each transaction and the amount involved. In addition, all directors, officers, and employees of IHS Markit are governed by the IHS Markit Business Code of Conduct and our Conflict of Interest Policy, which require directors, officers and employees to inform the General Counsel or Chief Compliance Officer of any existing or proposed relationship, financial interest, or business transaction that could be, or might appear to constitute, a conflict of interest or a related party transaction. The Nominating and Governance Committee annually reviews and evaluates all information received for each director as part of its assessment of each director’s independence.There have been no related person transactions since the adoption of the related person transaction policy where such policy was not followed.Director IndependencePlease see “Item 10. Directors, Executive Officers and Corporate Governance – Independent and Non-Management Directors” for a discussion of director independence.Audit, Audit-Related, and Tax FeesIn connection withaudit of the Company’s financial statements for the fiscal year endedinformation responsive to this Item appearing in our Proxy Statement, which will be filed no later than 120 days after November 30, 2016, IHS Markit entered into an engagement agreement with Ernst & Young LLP that set forth the terms by which Ernst & Young LLP performed audit services for IHS Markit. Aggregate fees for professional services rendered for us by Ernst & Young LLP for the fiscal year ended November 30, 2016, and for IHS Inc., our accounting predecessor company, for the fiscal year ended November 30, 2015, were as follows: 2016 2015 (in thousands) $ 7,393 $ 2,670 1,918 708 53 19 — — $ 9,364 $ 3,397 Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our consolidated2019.Item 15. Exhibits, Financial Statement Schedules (a) Index of Financial Statements the statutory audit of our subsidiaries, the review of our interim consolidated financial statements, and other services provided in connection with statutory and regulatory filings.Audit-Related Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.” These services may include employee benefit plan audits, auditing work on proposed transactions, attestation services that are not required by regulation or statute, and consultations regarding financial accounting or reporting standards. For 2016, audit-related fees included approximately $1,043,000 for professional services rendered related to acquisitions and divestitures, including the Merger. For 2015, audit-related fees included approximately $529,000 for professional services rendered related to acquisitions and divestitures.Tax Fees. Tax fees consist of tax compliance consultations, preparation of tax reports, and other tax services.Audit Committee Pre-Approval Policies and ProceduresThe Audit Committee has implemented pre-approval policies and procedures related to the provision of audit and non-audit services by Ernst & Young LLP, our independent registered public accountants. Under these procedures, the Audit Committee pre-approves both the type of services to be provided by Ernst & Young LLP and the estimated fees related to these services.During the approval process, the Audit Committee considers the impact of the types of services and the related fees on the independence of the registered public accountants. The services and fees must be deemed compatible with the maintenance of such accountants’ independence, including compliance with rules and regulations of the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) and the NASDAQ Stock Market.The Audit Committee has delegated authority to pre-approve services performed by Ernst & Young LLP to the chair of the Audit Committee for services of up to $500,000, with any approvals pursuant tosuch delegated authority regularly reported to the Audit Committee. The Audit Committee has not delegated any of its responsibilities to pre-approve services performed by Ernst & Young LLP to management. Throughout the year, the Audit Committee will review any revisions to the estimates of audit and non-audit fees initially approved. No such services were approved pursuant to the procedures described in Rule 2-01(c)(7)(i)(C) of Regulation S-X, which waives the general requirement for pre-approval in certain circumstances.Item 15. Exhibits, Financial Statement Schedules(a) Index of Financial StatementsThe Financial Statements listed in the Index to Consolidated Financial Statements are filed as part of this report on Form 10-K (see Part II, Item 8 – Financial Statements and Supplementary Data).(b) Index of Exhibits(b) Index of Exhibits ExhibitNumberDescriptionDescription 2.1 filedfurnished on March 21, 2016)2016 (second Form 6-K)) 2.2 Membership Interest Purchase January 8, 2016May 19, 2018, by and among UCGInfinity Intermediate Holdings, Limited PartnershipLLC, Ipreo Parent Holdco LLC, Markit North America, Inc., Iredell Holdings LLC and, solely for the limited purposes set forth therein, IHS Global Inc.Markit Ltd. (Incorporated by reference to Exhibit 2.1 toof the IHS Inc.Markit Ltd. Current Report on Form 8-K (file no. 001-32511)001-36495) filed on January 11, 2016)May 23, 2018) 3.1 333-198711)333-195687), filed on May 5, 2014)3.2 333-198711)333-195687), filed on June 3, 2014)3.3 3.4 3.5 July 13, 2016)April 12, 2019)3.6* 4.14.1*4.2 4.3 ExhibitNumberDescription4.4 4.5 Transfer Restriction Letter Agreement among IHS Markit Ltd. (f/k/a Markit Ltd.), Lance Uggla and Pan Praewood (Incorporated by reference to Exhibit 2.4 of the IHS Markit Ltd. Annual Report on Form 20-F for the year ended December 31, 2015 (file no. 001-36495) filed on March 11, 2016)4.6the Company,IHS Inc., the Guarantors and Wells Fargo Bank, National Association as trustee (Incorporated by reference to Exhibit 4.1 to the IHS Inc. Current Report on Form 8-K (file no. 001-32511) filed with the Securities and Exchange Commission on October 28, 2014)4.6 4.7(Incorporated(Incorporated by reference to Exhibit 4.1 to the IHS Inc. Current Report on Form 8-K (file no. 001-32511) filed with the Securities and Exchange Commission on July 12, 2016)13, 2016 (second Form 8-K))4.7 4.8the Company,IHS Markit Ltd., the Guarantors and Wells Fargo Bank, National Association, as trustee (including the form of 5.000% Senior Notes due 2022) (Incorporated by reference to Exhibit 4.1 of the IHS Markit Ltd. Current Report on Form 8-K (file no. 001-36495) filed on July 28, 2016)4.8 4.9 4.10 4.94.11FormCompany’s 5.000%IHS Markit Ltd. Current Report on Form 8-K (file no. 001-36495) filed on4.12 NotesNote due 20222023) (Incorporated by reference to Exhibit 4.2 of the IHS Markit Ltd. Current Report on Form 8-K (file no. 001-36495) filed on July 28, 2016)23, 2018)4.13 4.10Note Purchase and Guarantee Agreement among Markit Ltd., Markit Group Holdings Limited and the Purchasers named therein10.1+Amended and Restated 2004 Markit Additional Share Option Plan (Incorporated by reference to Exhibit 4.1 of the IHS Markit Ltd. Annual Report on Form 20-F for the year ended December 31, 2014 (file no. 001-36495) filed on March 10, 2015)10.2+Amended and Restated Markit 2006 Share Option Plan (Incorporated by reference to Exhibit 4.2 of the IHS Markit Ltd. Annual Report on Form 20-F for the year ended December 31, 2014 (file no. 001-36495) filed on March 10, 2015)10.3+Amended and Restated Markit 2006 Additional Share Option Plan (Incorporated by reference to Exhibit 4.3 of the IHS Markit Ltd. Annual Report on Form 20-F for the year ended December 31, 2014 (file no. 001-36495) filed on March 10, 2015)10.4+Amended and Restated Markit 2007 Share Option Plan4.750% Senior Notes due 2028) (Incorporated by reference to Exhibit 4.4 of the IHS Markit Ltd. AnnualCurrent Report on Form 20-F for the year ended December 31, 20148-K (file no. 001-36495) filed on March 10, 2015)July 23, 20184.14 10.5+4.15AmendedRestated Markit 2008 Share Option Plan (1/3 vesting)Wells Fargo Bank, National Association, as trustee (including the form of 4.250% Senior Note due 2029) (Incorporated by reference to Exhibit 4.54.4 of the IHS Markit Ltd. AnnualCurrent Report on Form 20-F for the year ended December 31, 20148-K (file no. 001-36495) filed on March 10, 2015)April 8, 2019)10.1+ 10.6+Amended and Restated Markit 2008 Share Option Plan (1/5 vesting) (Incorporated by reference to Exhibit 4.6 of the IHS Markit Ltd. Annual Report on Form 20-F for the year ended December 31, 2014 (file no. 001-36495) filed on March 10, 2015)ExhibitNumberDescription10.7+Amended and Restated Markit 2008 Additional Share Option Plan (1/3 vesting) (Incorporated by reference to Exhibit 4.7 of the IHS Markit Ltd. Annual Report onForm 20-F for the year ended December 31, 2014 (file no. 001-36495) filed on March 10, 2015)10.8+Amended and Restated Markit 2008 Additional Share Option Plan (1/5 vesting) (Incorporated by reference to Exhibit 4.8 of the IHS Markit Ltd. Annual Report onForm 20-F for the year ended December 31, 2014 (file no. 001-36495) filed on March 10, 2015)10.9+Amended and Restated Markit 2009 Additional Share Option Plan (Incorporated by reference to Exhibit 4.9 of the IHS Markit Ltd. Annual Report on Form 20-F for the year ended December 31, 2014 (file no. 001-36495) filed on March 10, 2015)10.10+Amended and Restated Markit 2009 Share Option Plan (1/3 vesting) (Incorporated by reference to Exhibit 4.10 of the IHS Markit Ltd. Annual Report on Form 20-F for the year ended December 31, 2014 (file no. 001-36495) filed on March 10, 2015)10.11+Amended and Restated Markit 2009 Share Option Plan (1/5 vesting) (Incorporated by reference to Exhibit 4.11 of the IHS Markit Ltd. Annual Report on Form 20-F for the year ended December 31, 2014 (file no. 001-36495) filed on March 10, 2015)10.12+Amended and Restated Markit 2010 Share Option Plan (Incorporated by reference to Exhibit 4.13 of the IHS Markit Ltd. Annual Report on Form 20-F for the year ended December 31, 2014 (file no. 001-36495) filed on March 10, 2015)10.13+Amended and Restated Markit 2010 Share Option Plan (1/3 vesting) (Incorporated by reference to Exhibit 4.14 of the IHS Markit Ltd. Annual Report on Form 20-F for the year ended December 31, 2014 (file no. 001-36495) filed on March 10, 2015)10.14+Amended and Restated Markit 2010 Share Option Plan (1/5 vesting) (Incorporated by reference to Exhibit 4.15 of the IHS Markit Ltd. Annual Report on Form 20-F for the year ended December 31, 2014 (file no. 001-36495) filed on March 10, 2015)10.15+Amended and Restated 2011 Markit Share Option Plan (Incorporated by reference to Exhibit 4.17 of the IHS Markit Ltd. Annual Report on Form 20-F for the year ended December 31, 2014 (file no. 001-36495) filed on March 10, 2015)10.16+Amended and Restated 2012 Markit Share Plan (Incorporated by reference to Exhibit 4.18 of the IHS Markit Ltd. Annual Report on Form 20-F for the year ended December 31, 2014 (file no. 001-36495) filed on March 10, 2015)10.17+Amended and Restated 2012 Markit Share Option Plan (Incorporated by reference to Exhibit 4.19 of the IHS Markit Ltd. Annual Report on Form 20-F for the year ended December 31, 2014 (file no. 001-36495) filed on March 10, 2015)10.18+10.2+ 10.19+10.3+ 10.20+ExhibitNumberDescription10.21+(Incorporated(Incorporated by reference to Exhibit 4.25 of the IHS Markit Ltd. Annual Report on Form 20-F for the year ended December 31, 2014 (file no. 001-36495) filed on March 10, 2015)10.5+ 10.22+(Incorporated(Incorporated by reference to Exhibit 10.2 of the IHS Markit Ltd. Quarterly Report on Form 10-Q (file no. 001-36495) filed on October 7, 2016)10.6+ 10.23+(Incorporated(Incorporated by reference to Exhibit 10.23 to the IHS Markit Ltd. Annual Report on Form 10-K for the period ended November 30, 2016 (file no. 001-36495) filed with the Securities and Exchange Commission on January 27, 2017)10.7+ 10.24+10.8+ 10.25+Amendment to IHS Markit Ltd. 2014 Equity Incentive Award Plan (Incorporated by reference to Exhibit 10.1 of the IHS Markit Ltd. Quarterly Report on Form 10-Q (file no. 001-36495) filed on October 7, 2016)March 26, 2019)10.9+* 10.26+Amendment #2 to 10.10+ 10.2610.3 of the IHS Markit Ltd. Quarterly Report on Form 10-Q (file no. 001-36495) filed on September 24, 2019)10.11+ 2016)2017)10.12+ 10.27+Amendment #3 to IHS Markit Ltd. 2014 Equity Incentive Award Plan (Incorporated by reference to Exhibit 10.27 to the IHS Markit Ltd. Annual Report on Form 10-K for the period ended November 30, 2016 (file no. 001-36495) filed with the Securities and Exchange Commission on January 27, 2017)10.28+10.13+ 10.29+Summary of 2016Summary of 2017 Non-Employee Director Compensation Program (April 2017) (Incorporated by reference to Exhibit 10.1 of the IHS Markit Ltd. Quarterly Report on Form 10-Q (file no. 001-36495) filed on June 27, 2017)10.14+ 10.15+ 10.16+* 10.17+* 10.18+* 10.19+ 10.20+ 10.21+ 10.22+ October 7, 2016)March 26, 2019)10.30+10.23+–- 2018 Form of Restricted Share Unit Agreement (Time Based) (Incorporated by reference to Exhibit 10.4 of the IHS Markit Ltd. Quarterly Report on Form 10-Q (file no. 001-36495) filed on March 27, 2018)10.24+ 10.25+ (Incorporated(Incorporated by reference to Exhibit 10.30 to the IHS Markit Ltd. Annual Report on Form 10-K for the period ended November 30, 2016 (file no. 001-36495) filed with the Securities and Exchange Commission on January 27, 2017)10.26+ 10.31+–- 2016 Form of Performance Share Unit Agreement (Incorporated by reference to Exhibit 10.31 to the IHS Markit Ltd. Annual Report on Form 10-K for the period ended November 30, 2016 (file no. 001-36495) filed with the Securities and Exchange Commission on January 27, 2017)10.27+ 10.32+–- 2016 Form of Performance Share Unit Agreement (Incorporated by reference to Exhibit 10.4 of the IHS Markit Ltd. Quarterly Report on Form 10-Q (file no. 001-36495) filed on March 28, 2017)10.28+ 10.29+ 10.30+ 10.31+ 10.33+ExhibitNumberDescription10.34+10.33+ 10.35+IHS 10.36+IHS Markit Ltd. Deferred Compensation Plan Adoption Agreement (Incorporated by reference to Exhibit 10.36 to the IHS Markit Ltd. Annual Report on Form 10-K for the period ended November 30, 2016 (file no. 001-36495) filed with the Securities and Exchange Commission on January 27, 2017)10.37+Form of Indemnification Agreement between IHS Markit Ltd. and its Directors and Executive Officers (Incorporated by reference to Exhibit 10.4 of the IHS Markit Ltd. Quarterly Report on Form 10-QDecember 31, 2014 (file no. 001-36495) filed on October 7, 2016)March 10, 2015)10.34+ 10.38+IHS Markit Ltd. Policy on Recovery of Incentive Compensation (Incorporated by reference to Exhibit 10.38 to the IHS Markit Ltd. Annual Report on Form 10-K for the period ended November 30, 2016 (file no. 001-36495) filed with the Securities and Exchange Commission on January 27, 2017)10.39+10.35+ 10.40+10.36+ 10.41+10.37+ 10.42+SummaryNon-Employee Director Compensationand its Directors (Incorporated by reference to Exhibit 10.210.30 to the IHS Inc. Quarterly Report on Form 10-Q for the period ended August 31, 2014 (file no. 001-32511) filed with the Securities and Exchange Commission on September 22, 2014)10.43+IHS Inc. Supplemental Income Plan (Incorporated by reference to Exhibit 10.28Amendment No. 4 to the IHS Inc. Registration Statement on Form S-1S-1/A (No. 333-122565) filed with the Securities and Exchange Commission on February 4, 2005, as amended).May 20, 2005)10.38+ 10.44+IHS Inc. Deferred Compensation Plan10.1510.66 to the IHS Inc. Annual ReportAmendment No. 1 on Form 10-K10-K/A for IHS Markit Ltd. for the period ended November 30, 20142016 (file no. 001-32511)001-36495) filed with the Securities and Exchange Commission on January 16, 2015)February 21, 2017)10.39+ 10.45+IHS Inc. Deferred Compensation Plan Adoption Agreement10.16 to the IHS Inc. Annual Report on Form 10-K for the period ended November 30, 2014 (file no. 001-32511) filed with the Securities and Exchange Commission on January 16, 2015)ExhibitNumberDescription10.46+IHS Inc. Policy on Recoupment of Incentive Compensation (Incorporated by reference to Exhibit 10.14 to the IHS Inc. Annual Report on Form 10-K for the period ended November 30, 2014 (file no. 001-32511) filed with the Securities and Exchange Commission on January 16, 2015)10.47+IHS Inc. 2004 Long-Term Incentive Plan- Form of 2007 Restricted Stock Unit Award-Time-Based (Incorporated by reference to Exhibit 10.35 to the IHS Inc. Annual Report on Form 10-K for the period ended November 30, 2006 (file no. 001-32511) filed with the Securities and Exchange Commission on January 24, 2007)10.48+IHS Inc. 2004 Long-Term Incentive Plan- Form of 2007 Restricted Stock Unit Award-Performance-Based (Incorporated by reference to Exhibit 10.36 to the IHS Inc. Annual Report on Form 10-K for the period ended November 30, 2006 (file no. 001-32511) filed with the Securities and Exchange Commission on January 24, 2007)10.49+IHS Inc. 2004 Long-Term Incentive Plan- Form of 2010 Restricted Stock Unit Award-Performance-Based (Incorporated by reference to Exhibit 99.1 to the IHS Inc. Current Report on Form 8-K (file no. 001-32511) filed with the Securities and Exchange Commission on December 10, 2010)10.50+IHS Inc. 2004 Long-Term Incentive Plan- Form of 2011 Restricted Stock Unit Award-Performance-Based (Incorporated by reference to Exhibit 10.17 to the IHS Inc. Annual Report on Form 10-K for the period ended November 30, 2010 (file no. 001-32511) filed with the Securities and Exchange Commission on January 18, 2011)10.51+IHS Inc. 2004 Long-Term Incentive Plan- Form of 2016 Restricted Stock Unit Award-Time-Based (Incorporated by reference to Exhibit 10.1410.1 of the IHS Markit Ltd. Quarterly Report on Form 10-Q (file no. 001-36495) filed on October 7, 2016)March 28, 2017)10.40+ 10.52+FormIndemnification Agreement between IHS Inc. and its Directorsemployment for Lance Uggla (Incorporated by reference to Exhibit 10.30 to10.2 of the IHS Inc. Registration StatementMarkit Ltd. Quarterly Report on Form S-1(10-Q (file no. 001-36495) filed on March 27, 2017)10.41+ 10.42+ 333-122565)1 on Form 10-K/A for IHS Markit Ltd. for the period ended November 30, 2016 (file no. 001-36495) filed with the Securities and Exchange Commission on February 4, 2005, as amended)21, 2017)10.43+ 10.44+ 10.45+ 10.46+ 10.47+ 10.5310.48+10.49+ 10.50 10.51 July 12, 2016November 29, 2019 by and among IHS Markit Ltd., the lenders from time to time party thereto and Bank of America, N.A., as administrative agent(Incorporated by reference to Exhibit 10.1 of the IHS Markit Ltd. Current Report on Form 8-K (file no. 001-36495) filed on December 2, 2019)10.52 July 13, 2016)September 19, 2019)21.1* 10.54Guaranty Agreement (US), dated as of July 12, 2016 (Incorporated by reference to Exhibit 10.2 of the IHS Markit Ltd. Current Report on Form 8-K (file no. 001-36495) filed on July 13, 2016)10.55Guaranty Agreement (Non-US), dated as of July 12, 2016 (Incorporated by reference to Exhibit 10.3 of the IHS Markit Ltd. Current Report on Form 8-K (file no. 001-36495) filed on July 13, 2016)10.56Credit Agreement by and among IHS Inc., certain of its subsidiaries, Bank of America, N.A., Bank of America, N.A. (Canada Branch), JPMorgan Chase Bank, N.A., JPMorgan Chase Bank, N.A., Toronto Branch, Royal Bank of Canada, Wells Fargo Bank N.A., Compass Bank, TD Bank, N.A., Citizens Bank, N.A., PNC Bank, National Association, U.S. Bank National Association, Goldman Sachs Bank USA, HSBC Bank USA, N.A., Sumitomo Mitsui Banking Corporation, BNP Paribas, Bank of the West, SunTrust Bank, Morgan Stanley Bank, N.A. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., dated as of October 17, 2014 (Incorporated by reference to Exhibit 10.35 to the IHS Inc. Annual Report on Form 10-K for the period ended November 30, 2014 (file no. 001-32511) filed with the Securities and Exchange Commission on January 16, 2015)ExhibitNumberDescription10.57First Amendment to Credit Agreement by and among IHS Inc., certain of its subsidiaries, Bank of America, N.A., Bank of America, N.A. (Canada Branch), JPMorgan Chase Bank, N.A., JPMorgan Chase Bank, N.A., Toronto Branch, Royal Bank of Canada, Wells Fargo Bank N.A., Compass Bank, TD Bank, N.A., Citizens Bank, N.A., PNC Bank, National Association, U.S. Bank National Association, Goldman Sachs Bank USA, HSBC Bank USA, N.A., Sumitomo Mitsui Banking Corporation, BNP Paribas, Bank of the West, SunTrust Bank, Morgan Stanley Bank, N.A. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., dated as of November 5, 2015 (Incorporated by reference to Exhibit 10.34 to the IHS Inc. Annual Report on Form 10-K for the period ended November 30, 2015 (file no. 001-32511) filed with the Securities and Exchange Commission on January 15, 2016)10.58Second Amendment to Credit Agreement by and among IHS Inc., certain of its subsidiaries, Bank of America, N.A., Bank of America, N.A. (Canada Branch), JPMorgan Chase Bank, N.A., JPMorgan Chase Bank, N.A., Toronto Branch, Royal Bank of Canada, Wells Fargo Bank N.A., Compass Bank, TD Bank, N.A., Citizens Bank, N.A., PNC Bank, National Association, U.S. Bank National Association, Goldman Sachs Bank USA, HSBC Bank USA, N.A., Sumitomo Mitsui Banking Corporation, BNP Paribas, Bank of the West, SunTrust Bank, Morgan Stanley Bank, N.A. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., dated as of February 10, 2016 (Incorporated by reference to Exhibit 10.1 to the IHS Inc. Quarterly Report on Form 10-Q for the period ended February 28, 2016 (file no. 001-32511) filed with the Securities and Exchange Commission on March 21, 2016)10.59Credit Agreement (amending and restating the Credit Agreement dated as of July 15, 2013, as amended) by and among IHS Inc., IHS Global Inc., Bank of America, N.A., JPMorgan Chase Bank, N.A., Royal Bank of Canada, Wells Fargo Bank N.A., Compass Bank, TD Bank, N.A., Sumitomo Mitsui Banking Corporation, Citizens Bank, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd., PNC Bank, National Association, U.S. Bank National Association, Goldman Sachs Bank USA, HSBC Bank USA, N.A., BNP Paribas, Bank of the West, and SunTrust Bank, dated as of October 17, 2014 (Incorporated by reference to Exhibit 10.38 to the IHS Inc. Annual Report on Form 10-K for the period ended November 30, 2014 (file no. 001-32511) filed with the Securities and Exchange Commission on January 16, 2015)10.60First Amendment to Credit Agreement by and among IHS Inc., IHS Global Inc., Bank of America, N.A., JPMorgan Chase Bank, N.A., Royal Bank of Canada, Wells Fargo Bank N.A., Compass Bank, TD Bank, N.A., Sumitomo Mitsui Banking Corporation, Citizens Bank, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd., PNC Bank, National Association, U.S. Bank National Association, Goldman Sachs Bank USA, HSBC Bank USA, N.A., BNP Paribas, Bank of the West, and SunTrust Bank, dated as of November 5, 2015 (Incorporated by reference to Exhibit 10.38 to the IHS Inc. Annual Report on Form 10-K for the period ended November 30, 2015 (file no. 001-32511) filed with the Securities and Exchange Commission on January 15, 2016)10.61Second Amendment to Credit Agreement by and among IHS Inc., IHS Global Inc., Bank of America, N.A., JPMorgan Chase Bank, N.A., Royal Bank of Canada, Wells Fargo Bank N.A., Compass Bank, TD Bank, N.A., Sumitomo Mitsui Banking Corporation, Citizens Bank, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd., PNC Bank, National Association, U.S. Bank National Association, Goldman Sachs Bank USA, HSBC Bank USA, N.A., BNP Paribas, Bank of the West, and SunTrust Bank, dated as of February 10, 2016 (Incorporated by reference to Exhibit 10.2 to the IHS Inc. Quarterly Report on Form 10-Q for the period ended February 28, 2016 (file no. 001-32511) filed with the Securities and Exchange Commission on March 21, 2016)ExhibitNumberDescription10.62Credit Agreement, dated as of January 26, 2017 (Incorporated by reference to Exhibit 10.1 of the IHS Markit Ltd. Current Report on Form 8-K (file no. 001-36495) filed on January 26, 2017)10.63Guaranty Agreement, dated as of January 26, 2017 (Incorporated by reference to Exhibit 10.2 of the IHS Markit Ltd. Current Report on Form 8-K (file no. 001-36495) filed on January 26, 2017)10.64Deriv/SERV Support Agreement by and among DTCC Deriv/SERV LLC, The Depository Trust & Clearing Corporation and MarkitSERV, LLC, dated as of April 2, 2013 (Incorporated by reference to Exhibit 10.40 of the IHS Markit Ltd. registration statement on Form F-1 (file no. 333-198711) filed on May 5, 2014) (Filed in redacted form subject to a Request for Confidential Treatment that was granted)10.65+Markit Ltd. Non-Employee Director Compensation Policy (Incorporated by reference to Exhibit 4.30 of the IHS Markit Ltd. Annual Report on Form 20-F for the year ended December 31, 2014 (file no. 001-36495) filed on March 10, 2015)10.66+*Contract of Employment for Lance Uggla dated as of July 1, 201410.67+*Letter Agreement for Todd Hyatt dated October 31, 201310.68+*Letter Agreement Amendment for Todd Hyatt dated July 8, 201610.69+*Letter of Assignment for Todd Hyatt dated July 8, 201610.70+*Employment Agreement for Shane Akeroyd dated as of July 1, 201410.71+*Employment Agreement Amendment for Shane Akeroyd dated as of July 11, 201610.72+*Relocation Letter for Shane Akeroyd dated September 29, 201610.73+*Employment Agreement for Adam Kansler dated as of July 1, 201410.74+*Employment Agreement Amendment for Adam Kansler dated as of July 11, 201610.75+*Employment Agreement for Sari Granat dated as of September 1, 201510.76+*Employment Agreement Amendment for Sari Granat dated as of July 11, 201610.77+*Employment Agreement for Jeff Gooch dated as of July 1, 201410.78+*Settlement Agreement for Jeff Gooch10.79+*Employment Agreement for Stephen Wolff dated as of July 1, 201410.80+*Settlement Agreement for Stephen Wolff16.1Letter of PricewaterhouseCoopers LLP, dated July 12, 2016, regarding change in independent registered public accounting firm (Incorporated by reference to Exhibit 16.1 of the IHS Markit Ltd. Current Report on Form 8-K (file no. 001-36495) filed on July 13, 2016)21.123.1* 23.1ExhibitNumberDescription24.131.1* 31.2* 32* 101.INS XBRL Instance Document (Incorporated by reference to Exhibit 101.INS to- the IHS Markit Ltd. Annual Report on Form 10-K forinstance document does not appear in the period ended November 30, 2016 (file no. 001-36495) filed withInteractive Data File because its XBRL tags are embedded within the Securities and Exchange Commission on January 27, 2017)Inline XBRL document. 101.SCH XBRL Taxonomy Extension Schema Document (Incorporated by reference to Exhibit 101.SCH to the IHS Markit Ltd. Annual Report on Form 10-K for the period ended November 30, 2016 (file no. 001-36495) filed with the Securities and Exchange Commission on January 27, 2017)101.CAL XBRL Taxonomy Extension Calculation Linkbase Document (Incorporated by reference to Exhibit 101.CAL to the IHS Markit Ltd. Annual Report on Form 10-K for the period ended November 30, 2016 (file no. 001-36495) filed with the Securities and Exchange Commission on January 27, 2017)101.DEF XBRL Taxonomy Extension Definition Linkbase Document (Incorporated by reference to Exhibit 101.DEF to the IHS Markit Ltd. Annual Report on Form 10-K for the period ended November 30, 2016 (file no. 001-36495) filed with the Securities and Exchange Commission on January 27, 2017)101.LAB XBRL Taxonomy Extension Label Linkbase Document (Incorporated by reference to Exhibit 101.LAB to the IHS Markit Ltd. Annual Report on Form 10-K for the period ended November 30, 2016 (file no. 001-36495) filed with the Securities and Exchange Commission on January 27, 2017)101.PRE XBRL Taxonomy Extension Presentation Linkbase Document (Incorporated by reference to Exhibit 101.PRE to the IHS Markit Ltd.104 The cover page from this Annual Report on Form 10-K, for the period ended November 30, 2016 (file no. 001-36495) filed with the Securities and Exchange Commission on January 27, 2017)formatted as Inline XBRL.*Filed herewith.Item 16. Form 10-K Summary +Compensatory plan or arrangement.(c) Financial Statement SchedulesAll schedules for the Registrant have been omitted since the required information is not present or because the information is included in the financial statements or notes thereto.
By: /s/ Todd S. Hyatt /s/ Todd S. Hyatt /s/ Michael Easton Senior Vice President and Chief Accounting Officer IHS MARKIT LTD. Name: Name: Todd S. Hyatt Title: Title: Executive Vice President, Chief Financial Officer Date: February 21, 2017Date:January 17, 2020 February 21, 2017.January 17, 2020.SignatureTitle/s/ Jerre L. Stead Jerre L. Stead Title /s/ Lance Uggla Chairman and Chief Executive Officer (PrincipalLance Uggla (Principal Executive Officer) Todd S. Hyatt Executive Vice President, Chief Financial Officer (PrincipalTodd S. Hyatt (Principal Financial Officer) Michael Easton (Principal Accounting Officer)*Dinyar S. Devitre (Principal Accounting Officer) * Director *Ruann F. Ernst * Director *William E. Ford * Director *Balakrishnan S. Iyer * Director *Robert P. Kelly * Director *Deborah Doyle McWhinney * Director *Jean-Paul L. Montupet * Director *Richard W. Roedel * Director *James A. Rosenthal * Director *Lance Uggla * Director and President*By: /s/* Director James A. Rosenthal *By: /s/ Todd S. Hyatt Todd S. Hyatt Attorney-in-Fact 80