8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): March 27, 2018

______________________

IHS MARKIT LTD.

(Exact name of registrant as specified in its charter)

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

4th Floor, Ropemaker Place

25 Ropemaker Street

London, England

EC2Y 9LY

(Address of principal executive offices and zip code)

+44 20 7260 2000

(Registrant's telephone number, including area code)

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

______________________

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

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

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

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

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

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

Emerging Growth Company o

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

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On March 27, 2018, IHS Markit Ltd., a Bermuda exempted company (“IHS Markit” or “we” or “us” or “our”), issued a media release announcing earnings for the first quarter ended February 28, 2018. In addition, we posted to our website supplemental information related to revenue, earnings, and guidance information provided by us. The media release and supplemental information have been furnished as exhibits to this Form 8-K and are posted on the investor relations section of our website (www.ihsmarkit.com). In addition, the media release has been distributed through a newswire release.

ITEM 7.01. REGULATION FD DISCLOSURE. 

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

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit Number	Description
99.1	Media release dated March 27, 2018
99.2	Supplemental information dated March 27, 2018

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

SIGNATURES

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

	IHS MARKIT LTD.
Date: March 27, 2018	By:	/s/ Todd S. Hyatt
		Todd S. Hyatt
		Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

News Release

For immediate release

News Media Contact:	Investor Relations Contact:
Dan Wilinsky	Eric Boyer
+1 303 397 2468	+1 303 397 2969
dan.wilinsky@ihsmarkit.com	eric.boyer@ihsmarkit.com

IHS Markit Reports First Quarter2018 Results

LONDON (March 27, 2018) - IHS Markit (Nasdaq: INFO), a world leader in critical information, analytics and solutions, today reported results for the first quarter ended February 28, 2018.

• Revenue of $932 million, including total revenue growth of 10 percent and total organic revenue growth of 6 percent

• Net income of $241 million and diluted earnings per share (EPS) of $0.59

• Adjusted EBITDA of $359 million and Adjusted earnings per diluted share (Adjusted EPS) of $0.53

• Cash flow from operations of $203 million and free cash flow of $148 million

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

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First Quarter2018 Financial Performance

	Three months ended February 28,				Change
(in millions, except percentages and per share data)	2018		2017		$			%
Revenue	$	932.1	$	844.2	$	87.9		10	%
Net income attributable to IHS Markit*	$	241.3	$	66.0	$	175.3		266	%
Adjusted EBITDA	$	359.3	$	320.2	$	39.1		12	%
GAAP EPS	$	0.59	$	0.16	$	0.43		269	%
Adjusted EPS	$	0.53	$	0.45	$	0.08		18	%
Cash flow from operations	$	202.9	$	250.7	$	(47.8	)	(19	)%
Free cash flow	$	147.7	$	179.0	$	(31.3	)	(17	)%
* Net income attributable to IHS Markit for the three months ended February 28, 2018 includes a one-time tax benefit associated with U.S. tax reform estimated at approximately $136 million.

“We were very pleased with a strong Q1, which positions us well for the year, and continue to make progress with our strategic initiatives,” said Lance Uggla, chairman and chief executive officer at IHS Markit.

“Our organic growth benefited from strong execution and improving underlying fundamentals in our end markets,” said Todd Hyatt, chief financial officer at IHS Markit. “Transportation and Financial Services continued to perform very well, while CMS and Resources continued to improve.”

First Quarter2018 Revenue Performance

First quarter2018 revenue increased 10 percent compared to the first quarter of 2017. The following table provides additional revenue information by transaction type.

	Three months ended February 28,				Percent change
(in millions, except percentages)	2018		2017		Total		Organic
Recurring fixed	$	683.3	$	617.1	11	%	6	%
Recurring variable	117.1		106.4		10	%	7	%
Non-recurring	131.7		120.7		9	%	8	%
Total revenue	$	932.1	$	844.2	10	%	6	%

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

	Change in revenue
	First quarter 2018 vs. first quarter 2017
(All amounts represent percentage points)	Organic		Acquisitive		Foreign Currency		Total
Resources	3	%	—	%	1	%	4	%
Transportation	10	%	7	%	2	%	20	%
Consolidated Markets & Solutions	5	%	1	%	2	%	9	%
Financial Services	6	%	—	%	3	%	8	%
Total	6	%	2	%	2	%	10	%

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First Quarter2018 Operating Performance

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

• Resources. First quarter revenue for Resources increased $8 million, or 4 percent, to $205 million, with recurring revenue increasing 3 percent organically. First quarter Adjusted EBITDA for Resources increased $5 million, or 6 percent, to $85 million.

• Transportation. First quarter revenue for Transportation increased $45 million, or 20 percent, to $270 million, and included 11 percent organic growth for the recurring-based business. First quarter Adjusted EBITDA for Transportation increased $20 million, or 22 percent, to $110 million.

• Consolidated Markets & Solutions (CMS). First quarter revenue for CMS increased $11 million, or 9 percent, to $138 million, and had 3 percent organic growth for the recurring-based business. First quarter Adjusted EBITDA for CMS increased $3 million, or 11 percent, to $32 million.

• Financial Services. First quarter revenue for Financial Services increased $24 million, or 8 percent, to $320 million, and included 6 percent total organic growth. First quarter Adjusted EBITDA for Financial Services increased $16 million, or 13 percent, to $145 million.

Outlook (forward-looking statement)

For the year ending November 30, 2018, IHS Markit expects:

• Revenue in a range of $3.825 billion to $3.875 billion, including total organic growth of 4 percent to 5 percent;

• Adjusted EBITDA in a range of $1.500 billion to $1.525 billion; and

• Adjusted EPS in a range of $2.23 to $2.27 per diluted share.

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

As previously announced, IHS Markit will hold a conference call to discuss first quarter2018 results on March 27, 2018, at 8:00 a.m. EDT. The conference call will be simultaneously webcast on the Investor Relations section of the company’s website: investor.ihsmarkit.com. A replay of the earnings webcast will be available approximately two hours after the conclusion of the live event. The webcast recording will be available for one year on the Investor Relations section of the company’s website.

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Use of Non-GAAP Financial Measures

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

We use non-GAAP measures in our operational and financial decision-making, believing that it is useful to exclude certain items in order to focus on what we deem to be a more reliable indicator of ongoing

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operating performance and our ability to generate cash flow from operations. As a result, internal management reports used during monthly operating reviews feature the Adjusted EBITDA, Adjusted net income, Adjusted EPS, and free cash flow metrics. We also believe that investors may find non-GAAP financial measures useful for the same reasons, although investors are cautioned that non-GAAP financial measures are not a substitute for GAAP disclosures. This communication also includes certain forward-looking non-GAAP financial measures. IHS Markit is unable to present a reconciliation of this forward-looking non-GAAP financial information because management cannot reliably predict all of the necessary components of such measures. Accordingly, investors are cautioned not to place undue reliance on this information.

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

Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “anticipate,” “intend,” “plan,” “goal,” “seek,” “aim,” “strive,” “believe,” “see,” “project,” “predict,” “estimate,” “expect,” “continue,” “strategy,” “future,” “likely,” “may,” “might,” “should,” “will,” “would,” “target,” similar expressions, and variations or negatives of these words. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict and many of which are outside of our control. A detailed discussion of some of the risks and uncertainties that could cause our actual results and financial condition to differ materially from the forward-looking statements is described under the caption “Risk Factors” in our most recent annual report on Form 10-K, along with our other filings with the U.S. Securities and Exchange Commission. Any forward-looking statement made by us in this communication is based only on information currently available to us and speaks only as of the date of this report. We do not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. Please consult our public filings at www.sec.gov or www.ihsmarkit.com.

About IHS Markit (www.ihsmarkit.com)

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

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IHS Markit is a registered trademark of IHS Markit Ltd and/or its affiliates. All other company and product names may be trademarks of their respective owners © 2018 IHS Markit Ltd. All rights reserved.

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IHS MARKIT LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions)

	As of February 28, 2018		As of November 30, 2017
	(Unaudited)		(Audited)
Assets
Current assets:
Cash and cash equivalents	$	156.0	$	133.8
Accounts receivable, net	802.7		693.5
Income tax receivable	34.4		31.9
Deferred subscription costs	78.0		62.8
Other current assets	94.7		93.0
Total current assets	1,165.8		1,015.0
Non-current assets:
Property and equipment, net	539.7		531.3
Intangible assets, net	4,128.6		4,188.3
Goodwill	8,810.4		8,778.5
Deferred income taxes	11.1		7.1
Other	41.1		34.2
Total non-current assets	13,530.9		13,539.4
Total assets	$	14,696.7	$	14,554.4
Liabilities and equity
Current liabilities:
Short-term debt	$	90.9	$	576.0
Accounts payable	50.1		53.4
Accrued compensation	59.7		157.4
Other accrued expenses	351.9		323.0
Income tax payable	8.5		5.5
Deferred revenue	919.3		790.8
Total current liabilities	1,480.4		1,906.1
Long-term debt, net	4,186.1		3,617.3
Accrued pension and postretirement liability	31.6		31.8
Deferred income taxes	691.0		869.8
Other liabilities	136.9		105.9
Commitments and contingencies
Redeemable noncontrolling interests	8.4		19.1
Shareholders' equity	8,162.3		8,004.4
Total liabilities and equity	$	14,696.7	$	14,554.4

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IHS MARKIT LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except for per-share amounts)

(Unaudited)

	Three months ended February 28,
	2018			2017
Revenue	$	932.1		$	844.2
Operating expenses:
Cost of revenue	342.9			327.0
Selling, general and administrative	290.3			268.0
Depreciation and amortization	130.6			120.8
Restructuring charges	—			(0.2		)
Acquisition-related costs	27.0			31.6
Net periodic pension and postretirement expense	0.2			0.4
Other expense, net	1.4			0.9
Total operating expenses	792.4			748.5
Operating income	139.7			95.7
Interest income	0.7			0.5
Interest expense	(46.3		)	(31.8		)
Non-operating expense, net	(45.6		)	(31.3		)
Income from continuing operations before income taxes and equity in loss of equity method investee	94.1			64.4
Benefit for income taxes	146.6			3.6
Equity in loss of equity method investee	—			(2.0		)
Net income	240.7			66.0
Net loss attributable to noncontrolling interest	0.6			—
Net income attributable to IHS Markit Ltd.	$	241.3		$	66.0
Basic earnings per share attributable to IHS Markit Ltd.	$	0.61		$	0.16
Weighted average shares used in computing basic earnings per share	398.0			406.2
Diluted earnings per share attributable to IHS Markit Ltd.	$	0.59		$	0.16
Weighted average shares used in computing diluted earnings per share	412.1			422.2

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IHS MARKIT LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

	Three months ended February 28,
	2018			2017
Operating activities:
Net income	$	240.7		$	66.0
Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization	130.6			120.8
Stock-based compensation expense	61.9			75.2
Net periodic pension and postretirement expense	0.2			0.4
Undistributed earnings of affiliates, net	—			1.4
Pension and postretirement contributions	(0.5		)	(0.6		)
Deferred income taxes	(187.9		)	8.8
Change in assets and liabilities:
Accounts receivable, net	(110.6		)	(16.7		)
Other current assets	(20.7		)	(40.9		)
Accounts payable	(1.1		)	(12.6		)
Accrued expenses	(67.2		)	(68.9		)
Income tax	29.3			(21.9		)
Deferred revenue	125.3			137.4
Other liabilities	2.9			2.3
Net cash provided by operating activities	202.9			250.7
Investing activities:
Capital expenditures on property and equipment	(55.2		)	(71.7		)
Intangible assets acquired	(3.1		)	—
Change in other assets	0.1			2.6
Settlements of forward contracts	3.1			2.7
Net cash used in investing activities	(55.1		)	(66.4		)
Financing activities:
Proceeds from borrowings	745.0			1,395.0
Repayment of borrowings	(657.0		)	(1,057.5		)
Payment of debt issuance costs	(7.0		)	(9.5		)
Payments for purchase of noncontrolling interests	(7.7		)	—
Repurchases of common shares	(172.5		)	(524.9		)
Proceeds from the exercise of employee stock options	56.9			97.3
Payments related to tax withholding for stock-based compensation	(76.6		)	(67.0		)
Net cash used in financing activities	(118.9		)	(166.6		)
Foreign exchange impact on cash balance	(6.7		)	(1.8		)
Net increase in cash and cash equivalents	22.2			15.9
Cash and cash equivalents at the beginning of the period	133.8			138.9
Cash and cash equivalents at the end of the period	$	156.0		$	154.8

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IHS MARKIT LTD.

SUPPLEMENTAL REVENUE DISCLOSURE

(In millions)

(Unaudited)

	Three months ended February 28,				Percent change
	2018		2017		Total		Organic
Recurring revenue:
Resources	$	183.4	$	176.8	4	%	3	%
Transportation	198.7		160.8		24	%	11	%
CMS	118.9		111.6		7	%	3	%
Financial Services - fixed	182.3		167.9		9	%	6	%
Total recurring fixed revenue	$	683.3	$	617.1	11	%	6	%
Financial Services - variable	117.1		106.4		10	%	7	%
Total recurring revenue	$	800.4	$	723.5	11	%	6	%
Non-recurring revenue:
Resources	$	21.9	$	20.1	9	%	8	%
Transportation	70.9		64.1		11	%	10	%
CMS	18.7		14.9		26	%	21	%
Financial Services	20.2		21.6		(6	)%	(9	)%
Total non-recurring revenue	$	131.7	$	120.7	9	%	8	%
Total revenue (segment):
Resources	$	205.3	$	196.9	4	%	3	%
Transportation	269.6		224.9		20	%	10	%
CMS	137.6		126.5		9	%	5	%
Financial Services	319.6		295.9		8	%	6	%
Total revenue	$	932.1	$	844.2	10	%	6	%

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IHS MARKIT LTD.

RECONCILIATION OF CONSOLIDATED NON-GAAP FINANCIAL MEASURES TO

MOST DIRECTLY COMPARABLE GAAP FINANCIAL MEASURES

(In millions, except for per-share amounts)

(Unaudited)

	Three months ended February 28,
	2018			2017
Net income attributable to IHS Markit Ltd.	$	241.3		$	66.0
Interest income	(0.7		)	(0.5		)
Interest expense	46.3			31.8
Benefit for income taxes	(146.6		)	(3.6		)
Depreciation	41.6			36.1
Amortization related to acquired intangible assets	89.0			84.7
EBITDA (1)(6)	$	270.9		$	214.5
Stock-based compensation expense	61.9			75.2
Restructuring charges	—			(0.2		)
Acquisition-related costs	12.1			31.6
Acquisition-related performance compensation	14.9			—
Share of joint venture results not attributable to Adjusted EBITDA	—			(0.4		)
Adjusted EBITDA attributable to noncontrolling interest	(0.5		)	(0.5		)
Adjusted EBITDA (2)(6)	$	359.3		$	320.2
	Three months ended February 28,
	2018			2017
Net income attributable to IHS Markit Ltd.	$	241.3		$	66.0
Stock-based compensation expense	61.9			75.2
Amortization related to acquired intangible assets	89.0			84.7
Restructuring charges	—			(0.2		)
Acquisition-related costs	12.1			31.6
Acquisition-related performance compensation	14.9			—
Income tax effect of above adjustments*	(200.1		)	(65.4		)
Adjusted earnings attributable to noncontrolling interest	(0.5		)	(0.4		)
Adjusted net income (3)	$	218.6		$	191.5
Adjusted EPS (4)(6)	$	0.53		$	0.45
Weighted average shares used in computing Adjusted EPS	412.1			422.2
* Income tax effect for the three months ended February 28, 2018 includes a one-time tax benefit associated with U.S. tax reform estimated at approximately $136 million.
	Three months ended February 28,
	2018			2017
Net cash provided by operating activities	$	202.9		$	250.7
Capital expenditures on property and equipment	(55.2		)	(71.7		)
Free cash flow (5)(6)	$	147.7		$	179.0

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IHS MARKIT LTD.

SUPPLEMENTAL SEGMENT OPERATING PROFIT MEASURE DISCLOSURE

(In millions)

(Unaudited)

	Three months ended February 28,
	2018			2017
Adjusted EBITDA by segment:
Resources	$	84.9		$	80.0
Transportation	109.7			89.8
CMS	31.8			28.6
Financial Services	145.4			129.2
Shared services	(12.5		)	(7.4		)
Total Adjusted EBITDA	$	359.3		$	320.2
Adjusted EBITDA margin by segment:
Resources	41.4		%	40.6		%
Transportation*	40.7		%	39.9		%
CMS	23.1		%	22.6		%
Financial Services	45.5		%	43.7		%
Total Adjusted EBITDA margin*	38.6		%	37.9		%
* Excluding the effect of the aM acquisition, Transportation Adjusted EBITDA margin was 43.9 percent for the three months ended February 28, 2018, and Total Adjusted EBITDA margin was 39.4 percent for the same period.

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

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

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

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

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

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

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EX-99.2

Q1 18 Earnings Supplemental Financials March 27, 2018

Forward-looking statements This presentation contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” “aim” and similar expressions, and variations or negatives of these words. Without limiting the generality of the foregoing, forward-looking statements contained in this presentation may include the expectations of management regarding plans, strategies, objectives and anticipated financial and operating results of IHS Markit. IHS Markit’s estimates and forward-looking statements are mainly based on its current expectations and estimates of future events and trends, which affect or may affect its businesses and operations. Although IHS Markit believes that these estimates and forward-looking statements are based upon reasonable assumptions, they are subject to several risks and uncertainties and are made in light of information currently available to IHS Markit. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to, those risks discussed in IHS Markit’s filings with the US Securities and Exchange Commission (the “SEC”). IHS Markit’s SEC filings are available at www.sec.gov or on the investor relations section of its website, www.ihsmarkit.com. However, those factors should not be considered to be a complete statement of all potential risks and uncertainties. Other factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on IHS Markit’s consolidated financial condition, results of operations, credit rating or liquidity. IHS Markit does not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this presentation. All forward-looking statements are qualified in their entirety by this cautionary statement. Non-GAAP measures Non-GAAP financial information is presented only as a supplement to IHS Markit’s financial information based on GAAP. Non-GAAP financial information is provided to enhance the reader’s understanding of the financial performance of IHS Markit, but none of these non-GAAP financial measures are recognized terms under GAAP and should not be considered in isolation from, or as a substitute for, financial measures calculated in accordance with GAAP. Definitions of IHS Markit non-GAAP measures to the most directly comparable GAAP measures are provided with the schedules to the most recent IHS Markit quarterly earnings release and are available on IHS Markit’s website (www.ihsmarkit.com). This presentation also includes certain forward looking non-GAAP financial measures. IHS Markit is unable to present a reconciliation of this forward looking non-GAAP financial information because management cannot reliably predict all of the necessary components of such measures. Accordingly, investors are cautioned not to place undue reliance on this information. IHS Markit uses non-GAAP measures in its operational and financial decision making, and believes that it is useful to exclude certain items in order to focus on what it regards to be a more reliable indicator of the underlying operating performance of the business and its ability to generate cash flow from operations. As a result, internal management reports used during monthly operating reviews feature non- GAAP measures. IHS Markit also believes that investors may find non-GAAP financial measures for IHS Markit useful for the same reasons, although investors are cautioned that non-GAAP financial measures are not a substitute for GAAP disclosures. Non-GAAP measures are frequently used by securities analysts, investors and other interested parties in their evaluation of companies comparable to IHS Markit, many of which present non-GAAP measures when reporting their results. These measures can be useful in evaluating IHS Markit’s performance against its peer companies because it believes he measures provide users with valuable insight into key components of GAAP financial disclosures. However, non-GAAP measures have limitations as an analytical tool. Non-GAAP measures are not necessarily comparable to similarly titled measures used by other companies. They are not presentations made in accordance with GAAP, are not measures of financial condition or liquidity and should not be considered as an alternative to profit or loss for the period determined in accordance with GAAP or operating cash flows determined in accordance with GAAP. As a result, you should not consider such performance measures in isolation from, or as a substitute analysis for, results of operations as determined in accordance with GAAP. 2

© 2017 IHS Markit. All Rights Reserved. We are [reaffirming] 2016 guidance $ in millions, except for per share amounts 2018 IHS Markit Guidance Low Mid High Additional Commentary Revenue $3,825 $3,850 $3,875 Prior guidance was $3,800 - $3,850 Total organic growth % 4% to 5% Adjusted EBITDA $1,500 $1,513 $1,525 Adjusted EPS $2.23 $2.25 $2.27 Additional items of the following: • Depreciation expense of $180 - $190 million • Amortization (acquisition related intangibles) expense of $340 - $350 million • Interest expense, net of $180 - $190 million • Stock-based compensation expense of $200 - $220 million • Adjusted effective tax rate of 18% - 20% • Weighted average diluted shares between 405 - 410 million • Capital expenditures to be approximately 6% to 7% of revenue • Free cash flow as a percentage of Adjusted EBITDA in the mid-60’s We are updating 2018 guidance 3

© 2017 IHS Markit. All Rights Reserved. Quarterly Revenue by Reported Segment Quarterly Revenue SEGMENT View 4

© 2017 IHS Markit. All Rights Reserved. 2018 For the period ended: Feb May Aug Nov Nov Feb Feb May Aug Q1 17 Q2 17 Q3 17 Q4 17 FY 17 Q1 18 Q1 17 Q2 17 Q3 17 Resources -8% -6% -4% -1% -5% 3% Transportation 9% 9% 11% 11% 10% 11% CMS 1% 1% 1% 1% 1% 3% Financial Services 2% 4% 3% 7% 4% 6% Total Recurring Fixed 1% 2% 2% 5% 2% 6% Recurring Variable - Financial Services 12% 14% 4% 8% 9% 7% Total Recurring Organic Growth % 2% 3% 3% 5% 3% 6% Resources -48% 54% 1% 10% 3% 8% -13% 5% Transportation 18% 1% 19% 4% 10% 10% 10% 6% CMS -20% -13% 48% 13% 6% 21% -4% Financial Services 30% 11% 28% 27% 24% -9% Total Non-Recurring Organic Growth % -5% 12% 21% 10% 9% 8% 4% 4% 14% Resources -14% 3% -4% 1% -4% 3% -8% -4% Transportation 11% 6% 13% 9% 10% 10% 9% 8% CMS -2% -1% 7% 3% 2% 5% 1% Financial Services 7% 8% 5% 8% 7% 6% Total Organic Growth % 1% 5% 5% 6% 4% 6% 2% 3% 4% (1) Reflects 2017 normalization for event timing between Q1 and Q2 (CERAWeek in Resources and TPM annual maritime conference in Transportation) and for the exclusion of BPVC revenue within CMS. To ta l Re cu rri ng No n- Re cu rri ng 2017 Reported 2017 Normalized (1) Quarterly Organic Growth Quarterly Organic Growth 5

© 2017 IHS Markit. All Rights Reserved. Quarterly Financial Services Revenue Financial Services Revenue 6

© 2017 IHS Markit. All Rights Reserved. Quarterly Adjusted EBITDA by Reported Segment Quarterly Adjusted EBITDA View* 7 * Refer to financial earnings releases on www.investor.IHSMarkit.com for Adjusted EBITDA reconciliations to the nearest GAAP reported measure (1) Excluding the effect of the aM acquisition, Transportation Adjusted EBITDA margin was 43.4 percent, 41.7 percent and 43.9 percent for the three and twelve months ended November 30, 2017, and the three months ended February 28, 2018, respectively. (1)