IHS Markit Ltd. (Form: 10-K/A, Received: 02/21/2017 16:15:21)

Large accelerated filer

Accelerated filer

Non-accelerated filer

☐ (Do not check if a smaller reporting company)

Smaller Reporting Company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

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

For the fiscal year ended November 30, 2016

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

For the transition period from to

Commission file number 001-36495

IHS MARKIT LTD.

(Exact name of registrant as specified in its charter)

Bermuda

98-1166311

(State or Other Jurisdiction of

Incorporation or Organization)

(IRS Employer

Identification No.)

4th Floor, Ropemaker Place

25 Ropemaker Street

London, England

EC2Y 9LY

(Address of Principal Executive Offices)

+44 20 7260 2000

(Registrant’s telephone number, including area code)

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


Title of each class		Name of each exchange on which registered
Common Shares, $0.01 par value per share		NASDAQ Global Select Market

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

None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒ Yes ☐ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. ☐ Yes ☒ No

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No

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. ☒

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

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates, based upon the closing price for the common shares as reported on the NASDAQ Global Select Market on the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $3.6 billion. All executive officers, directors, and holders of five percent or more of the outstanding common shares of the registrant have been deemed, solely for purposes of the foregoing calculation, to be “affiliates” of the registrant.

As of December 31, 2016, there were 406,912,344 of our common shares outstanding, excluding 25,219,470 outstanding common shares held by the Markit Group Holdings Limited Employee Benefit Trust.

DOCUMENTS INCORPORATED BY REFERENCE

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 information required by Part III of our Form 10-K from our management proxy statement. We filed our Annual Report on Form 10-K for the fiscal year ended November 30, 2016 (“2016 Form 10-K”) on January 27, 2017. In reliance upon and as permitted by Instruction G(3) to Form 10-K, we are filing this Amendment No. 1 on Form 10-K/A in order to include in the 2016 Form 10-K the Part III information not previously included in the 2016 Form 10-K.

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 filings with the Securities and Exchange Commission.

As required by Rule 12b-15 under the Securities Exchange Act 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.

TABLE OF CONTENTS


PART III		6
Item 10.	Directors, Executive Officers and Corporate Governance	6
Item 11.	Executive Compensation	28
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	61
Item 13.	Certain Relationships and Related Transactions, and Director Independence	65
Item 14.	Principal Accountant Fees and Services	69
PART IV		71
Item 15.	Exhibits, Financial Statement Schedules	71
SIGNATURES		80

Certain Definitions

The following definitions apply throughout this Annual Report on Form 10-K unless the context requires otherwise:


“common shares”		The common shares of IHS Markit Ltd., par value $0.01 per share

“IHS”		IHS Inc., a Delaware corporation and a subsidiary of IHS Markit, which is the accounting predecessor to IHS Markit in connection with the Merger, and its subsidiaries

“IHS Markit”		IHS Markit Ltd., a Bermuda exempted company, after completion of the Merger, and its subsidiaries

“Markit”		Markit Ltd., which was the name of IHS Markit prior to completion of the Merger, and its subsidiaries

“Merger”		Merger of IHS and Markit, with IHS surviving the Merger as an indirect and wholly owned subsidiary of IHS Markit, pursuant to that certain Agreement and Plan of Merger, dated as of March 20, 2016, and completed on July 12, 2016

“We,” “Us,” “Company,” “Group,” or “Our”		IHS Markit after completion of the Merger, and IHS or Markit, as the context requires, prior to completion of the Merger

Cautionary Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (Securities Exchange Act). In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “anticipate,” “intend,” “plan,” “goal,” “seek,” “aim,” “strive,” “believe,” “see,” “project,” “predict,” “estimate,” “expect,” “continue,” “strategy,” “future,” “likely,” “may,” “might,” “should,” “will,” “would,” “target,” similar expressions, and variations or negatives of these words. Examples of forward-looking statements include, among others, statements we make regarding: guidance and predictions relating to expected operating results, such as revenue growth and earnings; strategic actions, including acquisitions and dispositions, anticipated benefits from strategic actions including the merger between IHS Inc. and Markit Ltd., and our success in integrating acquired businesses; anticipated levels of capital expenditures in future periods; our belief that we have sufficient liquidity to fund our ongoing business operations; expectations of the effect on our financial condition of claims, litigation, environmental costs, contingent liabilities and governmental and regulatory investigations and proceedings; and our strategy for customer retention, growth, product development, market position, financial results, and reserves. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our

current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict and many of which are outside of our control. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: economic and financial conditions, including volatility in interest and exchange rates; our ability to develop new products and services; our ability to manage system failures or capacity constraints; our ability to successfully manage risks associated with changes in demand for our products and services; our ability to manage our relationships with third party service providers; legislative, regulatory and economic developments, including any new or proposed U.S. Treasury rule changes; the extent to which we are successful in gaining new long-term relationships with customers or retaining existing ones and the level of service failures that could lead customers to use competitors’ services; the anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of our operations; our ability to integrate the business successfully and to achieve anticipated synergies; our ability to retain and hire key personnel; our ability to satisfy our debt obligations and our other ongoing business obligations; and the occurrence of any catastrophic events, including acts of terrorism or outbreak of war or hostilities. These risks, as well as other risks, are more fully discussed under the caption “Risk Factors” in this Annual Report on Form 10-K, along with our other filings with the U.S. Securities and Exchange Commission (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 report on Form 10-K is based only on information currently available to us and speaks only as of the date of this report. We do not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

Website and Social Media Disclosure

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

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

PART III

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 to our amended and restated bye-laws, our directors are elected at the annual general meeting of shareholders for a period of three years, with each director serving until the third annual general meeting of shareholders following their election. Upon the expiration of the term of a class of directors, directors for that class will be elected for a three-year term at the annual general meeting of shareholders in the year of such expiration. Each of our directors will continue to serve as director until the election and qualification of his or her successor, or until the earlier of his or her death, resignation or removal.

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;

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chairing the separate meetings of the independent directors;

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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.


Name	Age		Position
Class III Directors with terms expiring at the Annual General Meeting in 2017
Ruann F. Ernst		70	Director
William E. Ford		55	Director
Balakrishnan S. Iyer		60	Director
Class I Directors with terms expiring at the Annual General Meeting in 2018
Jerre L. Stead		74	Chairman and CEO
Dinyar S. Devitre		69	Director
Robert P. Kelly		62	Lead Director
Deborah Doyle McWhinney		61	Director
Class II Directors with terms expiring at the Annual General Meeting in 2019
Lance Uggla		54	Director, President and Chief Integration Officer
Jean-Paul Montupet		69	Director
Richard W. Roedel		67	Director
James A. Rosenthal		63	Director

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, the Chairman was the presiding director. Each director attended at least 75 percent of the total regularly scheduled and special meetings of the Board and the committees on which they served. As stated in our Corporate Governance Guidelines, our Board encourages each director to attend our Annual General Meeting of Shareholders, although attendance is not required. At the 2016 Annual General Meeting of Shareholders, seven of Markit’s ten directors at the time were in attendance.

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 ethics 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

(1)	The Risk Committee was established at the completion of the Merger. Prior to July 12, 2016, the Audit Committee was delegated responsibility for risk overview of the Company.

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) in connection with the proposed nomination by such shareholder and any material relationship between such shareholder or such beneficial owner and the person proposed to be nominated for election; 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 to the Company Secretary of IHS Markit with respect to shareholder proposals not related to director nominations must be in proper written form and must set forth, as to each matter the shareholder and the beneficial owner (if any) proposes to bring before the meeting:

•

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;

•

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 request to the Company Secretary at c/o IHS Markit Legal Department, IHS Markit Ltd., 4th Floor, Ropemaker Place, 25 Ropemaker Street, London, England EC2Y 9LY.

Director Share Ownership Guidelines

We believe that our nonemployee directors should have a significant equity interest in the Company. Our Board has adopted an ownership policy in our Corporate Governance Guidelines that requires

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.


Director Compensation	($)
Board Retainer		90,000
Lead Director Retainer		50,000
Committee Chair Retainer
—Nominating and Corporate Governance Committee		17,500
—All other committees		30,000
Committee Member Retainer
—Audit Committee		15,000
—All other committees		10,000
Annual Equity Award ⁽¹⁾		180,000

(1)	The shares underlying the annual equity award value are determined by dividing the value on the grant date by the closing price of our shares on the grant date. Directors may choose to defer receipt of the shares underlying the restricted share units until after their termination of service.

Nonemployee director compensation is reviewed annually by the Nominating and Governance Committee, with the assistance of Pay Governance LLC (“Pay Governance”), the committee’s compensation consultant. The above director compensation was established 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 2014 IHS Markit Ltd. Equity Incentive Award Plan. Directors may elect to defer their cash retainers to deferred share units.

Our bye-laws provide that we shall indemnify our officers and directors in respect of their actions and omissions, except in respect of their fraud or dishonesty, and that we shall advance funds to our officers and directors for expenses incurred in their defense on condition to repay the funds if any allegation of fraud or dishonesty is proved. Our bye-laws provide that the shareholders waive all claims or rights of action that they might have, individually or in right of the Company, against any of the company’s directors or officers for any act or failure to act in the performance of such director’s or officer’s duties, except in respect of any fraud or dishonesty of such director or officer.

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

(1)

Edwin D. Cass, Cheng Chi Sung, and Anne Walker served as directors of Markit from the beginning of the fiscal year through the close of the Merger. None of these former directors received compensation from Markit. James A. Rosenthal has served as a director throughout the fiscal year, but voluntarily waived his compensation as he 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.” These directors are excluded from the table above.

(2)

Fees Earned or Paid in Cash are reported on a post-Merger basis (July 12, 2016 through November 30, 2016) for legacy IHS directors (Dr. Ernst, Ms. McWhinney, Messrs. Iyer, Montupet and Roedel). Includes the value of deferred share units granted in the first quarter of fiscal year 2017 to Messrs. Ford, Kelly and Roedel in lieu of cash fees earned in the fourth quarter of fiscal year 2016. The deferred share units will be distributed in IHS Markit common shares after the director’s service terminates.

(3)

For share awards granted prior to the close of the Merger on July 12, 2016, the value was calculated in accordance with IFRS 2. For share awards granted after the close of the Merger on July 12, 2016, the value was calculated in accordance with FASB ASC Topic 718. In both cases, 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 “Note 14 - Stock-Based Compensation” to our financial statements contained in our Annual Report on Form 10-K for the 2016 fiscal year.

(4)	Mr. Ford did not receive compensation for his services as a director of Markit. He began receiving compensation upon the close of the Merger, July 12, 2016.

(5)	Ms. Denham and Mr. Frost ceased to be directors upon close of the Merger.

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

(1)

Represents (a) deferred share units held by legacy IHS directors that were acquired during his or her service in lieu of receiving cash retainers to IHS Inc. and will be delivered in IHS Markit shares upon termination of service, and (b) vested annual equity awards that have not yet been released because the director deferred receipt until after termination of service. The table excludes deferred share units that were granted after the close of the fiscal year for service in the fourth quarter of the fiscal year. The amount deferred for these deferred share units is reported in the compensation table above.

(2)	Represents unvested restricted share awards and restricted share units held by the directors at fiscal year end. These unvested awards vested on December 1, 2016 except that Messrs. Devitre and Kelly have 2,856 and 3,570 restricted share awards, respectively, that will vest on May 5, 2017.

(3)	Mr. Roedel has gifted all of his equity grants to his spouse.

Executive Officers

Set forth below is information concerning our executive officers as of February 21, 2017.


Name	Age	Position
Jerre Stead	74	Chairman and Chief Executive Officer
Lance Uggla	54	President and Chief Integration Officer, Director
Shane Akeroyd	52	Executive Vice President-Global Head of Account Management and Regional Head of Asia Pacific
Jane Okun Bomba	54	Executive Vice President and Chief Administrative Officer
Jonathan Gear	46	Executive Vice President, Resources and Transportation
Sari Granat	46	Executive Vice President and General Counsel
Randy Harvey	63	Executive Vice President and Chief Technology Officer
Todd Hyatt	56	Executive Vice President and Chief Financial Officer
Adam Kansler	47	Executive Vice President-Financial Markets
Yaacov Mutnikas	62	Executive Vice President-Financial Market Technologies
Jeffrey Sisson	60	Executive Vice President and Chief of Staff
Michele Trogni	51	Executive Vice President-Consolidated Markets and Solutions
Daniel Yergin	70	Vice Chairman
Michael Easton	44	Senior Vice President and Chief Accounting Officer

Executive officers are appointed by our Board. Unless otherwise indicated, all executive officers were appointed to their current positions as of the completion of the Merger. As of the completion of the Merger on July 12, 2016, Jeffrey Gooch, Kevin Gould and Stephen Wolff, Markit’s chief financial officer, president and head of corporate development, respectively, were no longer executive officers of IHS Markit.

Heather Matzke-Hamlin served as our Senior Vice President and Chief Accounting Officer from July 12, 2016 until February 15, 2017, when she stepped down from that position to serve as an advisor to our Chief Financial Officer.

Information about Mr. Stead and Mr. Uggla is provided under “Business Experience and Qualification of Board Members”. A brief biography for each of our other executive officers and key members of our executive team follows.

Shane Akeroyd

Shane Akeroyd is executive vice president, global head of account management and regional head of Asia Pacific for IHS Markit. Mr. Akeroyd joined Markit as head of sales in 2008 from RBC Capital Markets where he was head of global debt markets distribution and a member of the executive management team. Prior to RBC, Mr. Akeroyd was vice chair, capital market sales at TD Securities, responsible for Europe, Asia and Australia. He holds a B.S. (Hons) in economics from University College London.

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 of a global ERP and launched the corporate sustainability program. Previously, she served in corporate finance and investor relations leadership positions at Genesis, Velocom, MediaOne Group and Northwest Airlines. Ms. Okun Bomba holds a B.G.S. and an MBA from the University of Michigan.

Jonathan Gear

Jonathan Gear is executive vice president of resources and transportation for IHS Markit, including business lines supporting the automotive, energy, chemicals, maritime and aerospace industries. Mr. Gear was previously executive vice president of resources and transportation for IHS. Earlier, he served in multiple senior vice president positions and as president/COO of IHS CERA. Mr. Gear previously held leadership positions at Activant Solutions, smarterwork.com and Booz Allen Hamilton. He holds a B.A. from the University of California, Berkeley and an MBA from Stanford Graduate School of Business.

Sari Granat

Sari Granat is executive vice president and general counsel at IHS Markit, responsible for the company’s legal, compliance, regulatory and government affairs, enterprise risk and information security functions. Prior to joining Markit in 2012, Ms. Granat was lead counsel and chief administrative officer of TheMarkets.com LLC. She has served in senior legal and strategy positions at media and technology companies including Dow Jones & Company and Kaplan, Inc. Sari holds a B.A. in English from Yale University and a J.D. from New York University School of Law.

Randy Harvey

Randy Harvey is executive vice president and chief technology officer of IHS Markit. As senior vice president and CTO of IHS, Mr. Harvey led information technology operations, infrastructure and product development teams that delivered world-class products and customer support throughout the solution lifecycle. Mr. Harvey previously held senior management positions at Seismic Micro Technology, Reynolds & Reynolds, and Sterling Commerce. He has a B.A. from the University of Maryland.

Todd Hyatt

Todd Hyatt is 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, and leading the finance organization for the company’s engineering segment. He 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.

Adam Kansler

Adam Kansler is executive vice president of the financial markets business at IHS Markit, which includes pricing and reference data, trade processing, valuations, indices, and economic and country risk products. Mr. Kansler previously served as global co-head of Markit’s information division and head of North American operations. Earlier, Mr. Kansler was Markit’s chief administrative officer and

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 as a corporate partner. He holds a B.A. in economics from Hobart College and received his J.D. from Columbia University School of Law.

Yaacov Mutnikas

Yaacov Mutnikas is executive vice president of financial market technologies, with responsibility for software products including Enterprise Data Management, Markit Analytics, ThinkFolio, Information Mosaic, WSO and Global Equities. He has over thirty years of experience from previous roles as senior advisor to the Bank of England, head of risk architecture at the FSA, head of business architecture at Bridgewater and CTO at Algorithmics. Mr. Mutnikas holds an M.Sc. in philosophy of science from Kings College London and an M.Sc. in finance and investment banking from Reading University.

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 solutions for IHS Markit. She was previously co-head of Markit’s Solutions Division and was responsible for Markit’s managed services businesses, which included KYC, KY3P, Markit digital 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 to joining IHS Inc., Mr. Easton was a Senior Manager at Ernst & Young LLP and spent over 14 years in audit services. Mr. Easton holds a master’s degree 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.

Item 11. Executive Compensation

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 recommended to the Board of Directors that the CD&A be included in the Company’s Annual Report on Form 10-K and the proxy statement for the Company’s 2017 annual general meeting of shareholders.

Respectfully submitted on February 21, 2017 by the members of the Human Resources Committee of the Board:

Dr. Ruann F. Ernst, Chair

Mr. Robert P. Kelly

Mr. Jean-Paul Montupet

Mr. James A. Rosenthal

Former Members of the Human Resources and Compensation Committee of the Markit Ltd. Board (serving from December 1, 2015 to July 12, 2016):

Mr. William E. Ford

Ms. Gillian H. Denham

The foregoing report of the Human Resources Committee does not constitute “soliciting material” and shall not be deemed filed or incorporated by reference into any other filing by IHS Markit under the Securities Act of the Exchange Act.

Compensation Discussion and Analysis

Overview

This has been a historic year with the Merger of our two companies, Markit and IHS, and we have a complex and compelling compensation story to tell. In July 2016, we completed the Merger, resulting in Markit emerging as the surviving company with the name IHS Markit. This transaction created strong value for shareholders, delivering fiscal year 2016 (“FY16”) shareholder return of 23 percent, which is 13 percent higher than that of the S&P 500 Index (discussed further in the Financial Results section below). In accordance with the terms of the Merger Agreement, IHS stockholders received 3.5566 common shares of IHS Markit for each share of IHS common stock they owned and the IHS common stock was delisted from the New York Stock Exchange and deregistered under the Exchange Act. IHS Markit was listed on NASDAQ under the “INFO” ticker symbol.

As is often the case for any two companies coming together in a merger of equals, IHS and Markit had different compensation philosophies and practices. During the few months since the Merger closed, we have been in the process of building a new total rewards program that includes cash compensation, short-term and long-term incentives, and benefits. We have evaluated pay practices from both companies, choosing to keep the best, while adopting new policies and practices to deliver competitive

packages to our colleagues and ensuring strong shareholder alignment. We are proud of the progress we have made in the six months since the close of the Merger, and we will work through the end of fiscal year 2017 (“FY17”) to fully implement our new compensation program.

In 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 also tied to pre-established goals aimed to motivate and retain executives while driving the long-term performance of the Company.

Immediately upon close 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 to the completion of the Merger by the legacy Human Resources and Compensation Committee of the Markit board (the “Markit Committee”) and the legacy Human Resources Committee of the IHS board (the “IHS Committee”). Because we only had one full quarter as a combined company in FY16, our executive officers’ compensation in FY16 is based on the programs and philosophies of the respective legacy companies. Pre-Merger compensation decisions (those made before July 12, 2016) are not decisions of the current Committee, but all post-Merger compensation decisions (those made after July 12, 2016) represent decisions made by the current Committee.

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&A and the related disclosure; however, we believe it is important to provide investors with transparent disclosure and a holistic view of our past year’s executive compensation and our newly designed compensation philosophy and approach for IHS Markit. Thus, we are voluntarily disclosing this information . In addition, we intend to voluntarily provide for “say-on-pay” and “say-on-pay frequency” advisory votes to shareholders at our 2017 annual general meeting of shareholders.

Our disclosures are different than what would have been reported for a full year as a combined company. To determine 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

⁽¹⁾

Revenue for IHS and Markit is reported on the IHS Markit fiscal year basis ending November 30, except for FY15 revenue for Markit, which is reported on Markit’s historical fiscal year basis ending December 31. IHS revenue represents the combined revenue from the Resources, Transportation and Consolidated Markets and Solutions segments. Markit revenue represents FY15 revenue for Markit and pro forma FY16 revenue from the Financial Services segment. Please see Note 3 to our audited financial statements in our annual report on Form 10-K for the year ended November 30, 2016 for further information on our pro forma FY16 revenue.

⁽²⁾	Adjusted EPS for FY15 for IHS reflects the reported Adjusted EPS for IHS for its stand-alone fiscal year from December 1, 2014 to November 30, 2015. Adjusted EPS for Markit reflects the reported Adjusted EPS for Markit for its stand-alone fiscal year from January 1, 2015 to December 31, 2015.

⁽³⁾	Adjusted EPS for FY16 is for the IHS Markit fiscal year from December 1, 2015 to November 30, 2016, and includes the results from the Financial Services segment for the period from the completion date of the Merger until November 30, 2016.

⁽⁴⁾	The November 30, 2015 stock price for IHS has been adjusted for the 3.5566 Merger exchange ratio.

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.

LOGO

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.

LOGO

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:


Executive Officers From Legacy IHS		Executive Officers From Legacy Markit
Name	Title at IHS Markit	Name	Title at IHS Markit
Jerre Stead	Chairman of the Board and CEO	Lance Uggla	President and Chief Integration Officer
Todd Hyatt	EVP and CFO	Shane Akeroyd	EVP, Global Head of Account Mgmt
Daniel Yergin	Vice Chairman of the Company	Sari Granat	EVP, General Counsel
Jonathan Gear	EVP, Resources and Transportation	Adam Kansler	EVP, Financial Markets
Randall Harvey	EVP, Chief Technology Officer	Yaacov Mutnikas	EVP, Financial Market Technologies
Jane Okun Bomba	EVP, Chief Administrative Officer	Michele Trogni	EVP, Consolidated Markets
Jeff Sisson	EVP, Chief of Staff

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:


Corporate Governance Practice		Description

Pay-for-Performance		We tie compensation to performance by having the majority of total target compensation comprised of performance-based components that are linked to financial goals of the Company.

Share Ownership Guidelines		Senior executives and directors are required to hold our common shares with an aggregate value equal to a multiple of base salary or annual director fees, as applicable. Each of the CEO and the President are required to hold five times salary; the Vice Chairman of the Company is required to hold four times salary; and each other executive officer is required to hold three times salary. The non-employee directors of the Board are required to hold five times their annual board retainer.

Hedging and Pledging Policy		We have a hedging and pledging policy for executive officers and directors 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.


Corporate Governance Practice		Description

Incentive Compensation Recoupment (clawback) Policy		We may require the return, repayment or forfeiture of any annual or long-term incentive compensation payment or award, whether in the form of cash or equity, made or granted to any current or former executive officer during the three-year period preceding a “Triggering Event,” as defined in our policy on recovery of incentive compensation.

Engagement with Shareholders		We regularly engage with shareholders throughout the year regarding executive compensation and corporate governance matters.

Limit on Equity Dilution		We have made a commitment to shareholders limiting annual equity award dilution (excluding employee stock purchase plan purchases) to a maximum annual run rate for FY17 at 1.25 percent of total shares outstanding and we intend to continue to manage and improve our equity award share usage.

No Excise Tax Gross-ups		No NEO has any excise tax gross-up protection.

No Shareholder Rights Agreement		We do not currently have a stockholder rights agreement, commonly referred to as a poison pill.

No Single Trigger on Equity Awards		Beginning in FY17, we have unified equity award terms so that future awards will not automatically vest in the event of a change in control

Independent Compensation Committee		All members of the Committee are independent as required by NASDAQ, our Corporate Governance Guidelines and the Committee charter.

Independent Compensation Consultant		The Committee has retained an independent compensation consultant that performs no other services for the Company and has no conflicts of interest.

Legacy FY16 Executive Compensation Programs and Actions

Legacy Compensation Plans

For FY16, the executive officers received compensation under their applicable legacy Markit or IHS compensation programs (base salary, annual incentive, and long-term incentive plans).


Legacy Markit Compensation Program		Legacy IHS Compensation Program
A. Base Salary		A. Base Salary

B. Discretionary annual performance compensation is determined 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 Salary

In January 2016, the Markit Human Resources Committee approved an increase in Mr. Uggla’s base salary from $750,000 to $800,000, stated in 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, prior 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 Bonus

Because 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 segment and Adjusted 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 Revenue and Adjusted EBITDA in line with our strategy. Mr. Kansler completed the acquisitions and successful integrations of Prism, a global leader in complex derivatives valuations 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 delivered

long-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 Incentive
Name	FY16 Annual Incentive ($)
Lance Uggla		1,100,000
Shane Akeroyd		300,000
Sari Granat		300,000
Adam Kansler		300,000

Legacy 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
Free Cash Flow ⁽²⁾		30	%	Threshold Target Maximum	30% 100% 150%	$ $ $	475M 500M 525M			96.0 100.0 106.0	% % %	$	525M			150	%
Adjusted EBITDA Margin ⁽²⁾		25	%	Threshold Target Maximum	30% 100% 150%		32.8 33.2 33.6	% % %		98.5 100 101.5	% % %		34.6	%		150	%
Global Revenue ⁽³⁾		25	%	Threshold Target Maximum	30% 100% 150%	$ $ $	2,330M 2,390M 2,449M			97.5 100 102.5	% % %	$	2,286M			0	%
Customer Delight ⁽⁴⁾		20	%	Threshold Target Maximum	30% 100% 150%		72 74 75	% % %		97.3 100.0 101.4	% % %		75	%		150	%
Calculated AIP Payout (as a Percent of Target)																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 ($)		FY16 AIP Earned Payment (%)		FY16 AIP Earned Payment ($)
Jerre Stead		120	⁽¹⁾		1,152,000		112.5		1,296,000
Todd Hyatt		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 Award

In 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 Awards

In 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)

Name	Restricted Share Awards Grant Date Value ($)

Lance Uggla		5,472,597
Shane Akeroyd		965,742
Sari Granat ⁽¹⁾		304,989
Adam Kansler		1,067,384
Jeffrey Gooch		1,016,548
Stephen Wolff		711,590

(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 Perquisites

Legacy 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 all

employees. 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 adopted 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 cases 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 employment 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 Design

FY17 Executive Compensation Philosophy

Our executive compensation program for FY17 is governed by the following guiding principles:

•

Total rewards strategy that supports our mission, vision and values

•

A philosophy designed to attract, retain and motivate top talent

•

Programs that are globally consistent and locally competitive

•

Short-term incentives that are aligned to key business objectives appropriate to colleague roles

•

Long-term incentives that align colleague and shareholder interests and promote shareholder return

•

Supporting a pay-for-performance culture

With 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 50 ^th percentile of the S&P 500.

FY17 Executive Compensation Design

In 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 Group

With 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 51 ^st percentile for revenue and the 59 ^th 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 Benchmarking

Computer Sciences Corporation	DST Systems, Inc.	The Dun & Bradstreet Corporation
Equifax Inc.	FactSet Research Systems Inc.	Fidelity National Information Services Inc.
Fiserv, Inc.	Gartner, Inc.	Informa plc
Moody’s Corporation	MSCI Inc.	Nielsen Holdings plc
RELX PLC	S&P Global, Inc.	Thomson Reuters Corporation
TransUnion	Verisk Analytics, Inc.	Wolters Kluwer N.V.

Elements of Pay

The following table describes the components of the executive compensation program and the purpose of each component:



Component	Description	Objective

Base 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 compensation


Short-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 target

Long-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% PSUs


Retirement Programs	• Contribute to a competitive total rewards program	• Programs are consistent with those of Company employees generally


Retention 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 succession

Total Pay Mix

For 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

LOGO

Role of Management, Committee and Independent Consultant

Role of Management

At 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 Committee

The 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 Consultant

In 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 the

closing 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 Arrangements

Our 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 Risk

As 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 Treatment

The 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 Measures

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). 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, 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). Adjusted EBITDA margin is defined as Adjusted EBITDA divided by revenue. We define Adjusted EPS as Adjusted Net Income divided by diluted weighted average shares. 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, 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).

Reconciliations of comparable GAAP measures to non-GAAP measures are provided with the schedules to each of our quarterly earnings releases. The most recent non-GAAP reconciliations for IHS and IHS Markit were furnished as an exhibit to our Form 8-K 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 also available on our website (http://investor.ihsmarkit.com).

Compensation Committee Interlocks and Insider Participation

None of the members 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 Tables

2016 Summary Compensation Table

The 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⁾		($) ⁽⁸⁾		($)

Jerre Stead ⁽⁹⁾		2016		287,173		—		6,155,700		—		499,279		65,006		541		7,007,699
Chairman of the Board and CEO

Lance Uggla ⁽¹⁰⁾		2016		795,833		1,100,000		5,472,597		—		—		—		399,040		7,767,470
President/Chief Integration Officer/former Markit CEO

Todd Hyatt ⁽¹¹⁾		2016		231,841		—		—		—		195,616		20,061		579,112		1,026,630
Exec. Vice Pres., and CFO

Shane Akeroyd		2016		500,000		300,000		965,742		—		—		—		14,043		1,779,785
Exec. Vice Pres., Global Head of Acct Mngmt.

Sari Granat		2016		405,510		300,000		304,989		880,500		—		—		13,793		1,904,792
Exec. Vice Pres., General Counsel

Adam Kansler		2016		500,000		300,000		1,067,384		—		—		—		14,043		1,881,427
Exec. Vice Pres., Financial Markets

Jeffrey Gooch ⁽¹²⁾		2016		344,471		—		1,016,548		—		—		—		1,214,893		2,575,912
Former Markit CFO

Stephen Wolff ⁽¹³⁾		2016		368,327				711,590		—		—		—		1,015,643		2,095,560
Former Markit head of Corp. Strategy

(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 Form 10-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

Retirement Plan Contributions		—		12,211		15,900		13,250		13,000		13,250		12,211		12,211
Life Insurance Premiums		541		1,458		675		793		793		793		885		885
End-of-Service Payments ^(a)		—		—		—		—		—		—		1,201,797		1,002,547
Perquisites Benefits ^(b)		—		211,044		123,302				—		—		—		—
Additional Tax Payments ^(c)		—		174,327		439,235		—		—		—		—		—

Total		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 Year

The 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			(#)		(#)			(#)		(#)			(#)			($/Sh)		($)

Jerre Stead		8/22/2016		8/22/2016			127,500		170,000	⁽³⁾		255,000		—			—			—		6,155,700	⁽⁴⁾

Lance Uggla		1/1/2016		12/2/2015			—		—			—		181,392	⁽⁵⁾		—			—		5,472,597

Todd Hyatt		—		—			—		—			—		—			—			—		—

Shane Akeroyd		1/1/2016		12/2/2015			—		—			—		32,010	⁽⁶⁾		—			—		965,742

Sari Granat		1/1/2016		⁽⁷	⁾		—		—			—		10,109	⁽⁸⁾		—			—		304,989
				⁽⁷	⁾												150,000	⁽⁹⁾		27.61		880,500

Adam Kansler		1/1/2016		12/2/2015			—		—			—		35,379	⁽¹⁰⁾		—			—		1,067,384

Jeffrey Gooch		1/1/2016		12/2/2015			—		—			—		33,694	⁽¹¹⁾		—			—		1,016,548

Stephen Wolff		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-End

The 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 2016

The 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	(#)		($)		(#)		($)
Jerre Stead		—		—		—		—
Lance Uggla		150,030		2,048,916		151,165		4,465,414
Todd Hyatt		—		—		—		—
Shane Akeroyd		231,040		4,482,894		23,458		692,949
Sari Granat		—		—		2,920		86,257
Adam Kansler		750,000		12,910,254		26,017		768,542
Jeffrey Gooch		1,911,070		28,524,244		103,726		3,625,386
Stephen Wolff		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 Benefits

Prior 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 supplemental

retirement 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	Number of Years of Credited Service		Present Value of Accumulated Benefit ($)		Payments During Last Fiscal Year
Jerre Stead	U.S. RIP (Qualified)		13.5		936,496	—
	SIP (Supplemental)		35.0		2,830,489	89,405 ⁽¹⁾
Todd Hyatt	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 Benefits

The 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), plus

ii. 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), plus

iii. 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.

Plus

Formula B: From May 1, 2006 to February 28, 2011, 15 percent of pensionable earnings, payable at age 65 as a lump sum pension.

Plus

Formula 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.

Vesting

Participants 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 Eligibility

Normal 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 Compensation

Legacy 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 ($)
Jerre Stead		—			—		7,335		—		206,727
Todd Hyatt		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 Agreements

The 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 any

time after February 1, 2017, any unvested portion of the 126,746 restricted share units granted to Mr. Hyatt on February 1, 2017 will vest in full on 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 serve as the CFO of the Company. The two-year expatriate agreement provides Mr. Hyatt with benefits that are often provided to executive officers who are serving on an international assignment, including allowances for housing, cost of living 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 does 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 salary of $400,000 to be reviewed annually. Mr. Akeroyd’s salary may not be reduced, unless there is a salary reduction for similarly situated members of management. Mr. Akeroyd 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 and

40,172 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 Control

Other 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) on 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 Cause

This 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 Control

This 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 Control

Other 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 Disability

Mr. 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 ($)
Jerre Stead ⁽¹⁾	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
Lance Uggla	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
Todd Hyatt	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
Shane Akeroyd	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
Sari Granat	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
Adam Kansler	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 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.

(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 Wolff

Effective 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 ($)		Stephen Wolff ($)
Cash Severance ⁽²⁾		1,897,000		1,355,000
Contractual Payment (including payment in lieu of notice)		75,182		33,489
Termination Payment		765,282		607,724
Restricted Share Awards ⁽³⁾		2,787,012		1,476,321
Stock Options ⁽⁴⁾		10,290,000		6,030,000
Total		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.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management

The 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 purposes 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 person 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 owned 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
Jerre L. Stead ⁽³⁾		1,173,972		*
Lance Uggla ⁽⁴⁾		1,865,326		*
Todd Hyatt		74,850		*
Shane Akeroyd		1,119,854		*
Sari Granat		140,598		*
Adam Kansler		396,602		*
Jeffrey Gooch ⁽⁵⁾		295,531		*
Stephen Wolff ⁽⁶⁾		30,000		*
Dinyar S. Devitre		51,478		*
Ruann F. Ernst		70,837		*
William E. Ford ⁽⁷⁾		10,502,984		2.4	%
Balakrishnan S. Iyer ⁽⁸⁾		129,909		*
Robert P. Kelly ⁽⁹⁾		66,256		*
Deborah Doyle McWhinney ⁽¹⁰⁾		20,950		*
Jean-Paul Montupet ⁽¹¹⁾		30,678		*
Richard W. Roedel ⁽¹²⁾		210,612		*
James A. Rosenthal		—		—
All current directors and executive officers as a group (24 persons)		16,921,275		3.9	%
Artisan Partners ⁽¹³⁾		43,393,572		10.0	%
T. Rowe Price Associates, Inc. ⁽¹⁴⁾		29,621,576		6.8	%
The Vanguard Group ⁽¹⁵⁾		26,326,470		6.1	%
Markit Group Holdings Limited Employee Benefit Trust ⁽¹⁶⁾		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)
Jerre L. Stead		—		248,962		322,091
Lance Uggla		3,800,000		—		152,091
Todd Hyatt		—		399,272		25,348
Shane Akeroyd		1,000,000		10,773		10,773
Sari Granat		270,000		9,506		9,505
Adam Kansler		1,000,000		17,111		17,110
Jeffrey Gooch		—		—		—
Stephen Wolff		—		—		—
Dinyar Devitre		—		1,708		—
Ruann F. Ernst		—		1,708		—
William E. Ford		—		1,708		—
Balakrishnan S. Iyer		—		1,708		—
Robert Kelly		—		1,708		—
Deborah Doyle McWhinney		—		1,708		—
Jean-Paul Montupet		—		1,708		—
Richard W. Roedel		—		1,708		—
James A. Rosenthal		—		—		—
All current directors and executive officers as a group (24 persons)		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 or

trustee 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 Trust

The 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 Plans

The 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)
Equity compensation plans approved by security holders		49.0	⁽¹⁾	$	24.89	⁽²⁾		20.9	⁽³⁾
Equity compensation plans not approved by security holders.		—			—			—
Total.		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.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Certain Relationships and Related Transactions

Credit Agreement

Until December 31, 2016, James Rosenthal, a director on our board, was an executive officer of Morgan Stanley, whose affiliate is a party to and 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 interest 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 Aircraft

From 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, in 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 could 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 agreement

In 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 agreement

On 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 apply 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 than 33-1/3 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 or 33-1/3 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 request

that 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 90 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 agreements

We 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 Transactions

We 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 Independence

Please see “Item 10. Directors, Executive Officers and Corporate Governance – Independent and Non-Management Directors” for a discussion of director independence.

Item 14. Principal Accountant Fees and Services

Audit, Audit-Related, and Tax Fees

In connection with the audit of the Company’s financial statements for the fiscal year ended 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)
Audit Fees	$	7,393	$	2,670
Audit-Related Fees		1,918		708
Tax Fees		53		19
All Other Fees		—		—

Total	$	9,364	$	3,397

Audit Fees . Audit fees consist of fees billed for professional services rendered for the audit of our consolidated 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 Procedures

The 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 to

such 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.

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a) Index of Financial Statements

The 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

The following exhibits are filed as part of this report:


Exhibit Number		Description

2.1		Agreement and Plan of Merger, dated as of March 20, 2016, by and among IHS Inc., Markit Ltd., and Marvel Merger Sub, Inc. (Incorporated by reference to Exhibit 99.1 to the Markit Ltd. Report of Foreign Private Issuer on Form 6-K (file no. 001-36495) filed on March 21, 2016)

2.2		Membership Interest Purchase Agreement dated as of January 8, 2016 by and among UCG Holdings Limited Partnership and IHS Global Inc. (Incorporated by reference to Exhibit 2.1 to the IHS Inc. Current Report on Form 8-K (file no. 001-32511) filed on January 11, 2016)

3.1		Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 of the IHS Markit Ltd. registration statement on Form F-1 (file no. 333-198711), filed on May 5, 2014)

3.2		Memorandum of Association (Incorporated by reference to Exhibit 3.2 of Amendment No. 2 of the IHS Markit Ltd. registration statement on Form F-1 (file no. 333-198711), filed on June 3, 2014)

3.3		Memorandum of Increase of Share Capital (Incorporated by reference to Exhibit 1.3 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)

3.4		Certificate of Incorporation on Change of Name (Incorporated by reference to Exhibit 3.1 of the IHS Markit Ltd. Quarterly Report on Form 10-Q (file no. 001-36495) filed on October 7, 2016)

3.5		Amended and Restated Bye-laws of IHS Markit Ltd. (Incorporated by reference to Exhibit 3.1 of the IHS Markit Ltd. Current Report on Form 8-K (file no. 001-36495) filed on July 13, 2016)

4.1		Form of certificate of common shares (Incorporated by reference to Exhibit 4.1 of the IHS Markit Ltd. Quarterly Report on Form 10-Q (file no. 001-36495) filed on October 7, 2016)

4.2		Director Nomination Agreement between IHS Markit Ltd. (f/k/a Markit Ltd.) and Canada Pension Plan Investment Board (Incorporated by reference to Exhibit 2.2 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)

4.3		Registration Rights Agreement among IHS Markit Ltd. (f/k/a Markit Ltd.) and the shareholders party thereto (Incorporated by reference to Exhibit 2.3 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)


Exhibit Number		Description

4.4		Amendment No. 1 to the Registration Rights Agreement among IHS Markit Ltd. (f/k/a Markit Ltd.) and the Shareholders party thereto (Incorporated by reference to Exhibit 2.5 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)

4.5		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)

4.6		Indenture, dated as of October 28, 2014, among the Company, the Guarantors and Wells Fargo Bank, National Association as trustee (Incorporated by reference to Exhibit 4.1 to the IHS Inc. Current Report on Form 8-K (file no. 001-32511) filed with the Securities and Exchange Commission on October 28, 2014)

4.7		First Supplemental Indenture, dated as of July 11, 2016, by and between IHS Inc., the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee. (Incorporated by reference to Exhibit 4.1 to the IHS Inc. Current Report on Form 8-K (file no. 001-32511) filed with the Securities and Exchange Commission on July 12, 2016)

4.8		Indenture, dated as of July 28, 2016, among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee (Incorporated by reference to Exhibit 4.1 of the IHS Markit Ltd. Current Report on Form 8-K (file no. 001-36495) filed on July 28, 2016)

4.9		Form of the Company’s 5.000% Senior Notes due 2022 (Incorporated by reference to Exhibit 4.2 of the IHS Markit Ltd. Current Report on Form 8-K (file no. 001-36495) filed on July 28, 2016)

4.10		Note Purchase and Guarantee Agreement among Markit Ltd., Markit Group Holdings Limited and the Purchasers named therein dated as of November 4, 2015 (Incorporated by reference to Exhibit 4.43 of the IHS Markit Ltd. Annual Report on Form 20-F for the year ended December 31, 2015 (file no. 001-36495) filed on March 11, 2016)

10.1+		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 Plan (Incorporated by reference to Exhibit 4.4 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+		Amended and Restated Markit 2008 Share Option Plan (1/3 vesting) (Incorporated by reference to Exhibit 4.5 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)

10.6+		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)


Exhibit Number		Description

10.7+		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 on Form 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 on Form 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+		Amended and Restated 2013 Markit Share Option Plan (Incorporated by reference to Exhibit 4.21 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)

10.19+		Amended and Restated 2013 Markit Share Option Plan (mid-year awards April through December 2013) (Incorporated by reference to Exhibit 4.22 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)

10.20+		Amended and Restated 2014 Markit Share Option Plan (Incorporated by reference to Exhibit 4.24 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)


Exhibit Number		Description

10.21+		Amended and Restated Markit Key Employee Incentive Program (KEIP) (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)

10.22+		Amendment #1 to Amended and Restated Key Employee Incentive Program (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)

10.23+		Amendment #2 to Amended and Restated Key Employee Incentive Program (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)

10.24+		IHS Markit Ltd. 2014 Equity Incentive Award Plan (Incorporated by reference to Exhibit 4.26 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)

10.25+		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)

10.26+		Amendment #2 to IHS Markit Ltd. 2014 Equity Incentive Award Plan (Incorporated by reference to Exhibit 10.26 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, 2016)

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+		IHS Markit Ltd. Non-Employee Director Equity Compensation Policy (Incorporated by reference to Exhibit 10.28 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)

10.29+		Summary of IHS Markit Ltd. 2016 Non-Employee Director Compensation Policy (Incorporated by reference to Exhibit 10.3 of the IHS Markit Ltd. Quarterly Report on Form 10-Q (file no. 001-36495) filed on October 7, 2016)

10.30+		IHS Markit Ltd. 2014 Equity Incentive Award Plan – 2016 Form of Restricted Share Unit Agreement (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)

10.31+		IHS Markit Ltd. 2014 Equity Incentive Award Plan – 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)

10.32+		IHS Markit Ltd. 2014 Equity Incentive Award Plan – 2014 Form of Restricted Share Agreement (Incorporated by reference to Exhibit 4.27 of the IHS Markit Ltd. Annual Report on Form 20-F for the year ended December 31, 2014 (file no. 001-36495) as filed on March 10, 2015)

10.33+		IHS Markit Ltd. 2014 Equity Incentive Award Plan – 2014 Form of Non-Qualified Share Option Agreement (Incorporated by reference to Exhibit 4.28 of the IHS Markit Ltd. Annual Report on Form 20-F for the year ended December 31, 2014 (file no. 001-36495) as filed on March 10, 2015)


Exhibit Number		Description

10.34+		IHS Markit Ltd. 2014 Equity Incentive Award Plan – 2014 Form of Restricted Share Unit Agreement (Incorporated by reference to Exhibit 4.29 of the IHS Markit Ltd. Annual Report on Form 20-F for the year ended December 31, 2014 (file no. 001-36495) as filed on March 10, 2015)

10.35+		IHS Markit Ltd. Deferred Compensation Plan (Incorporated by reference to Exhibit 10.35 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)

10.36+		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-Q (file no. 001-36495) filed on October 7, 2016)

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+		Amended and Restated IHS Inc. 2004 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.1 to the IHS Inc. Annual Report on Form 10-K for the period ended November 30, 2014 (file no. 001-32511) filed with the Securities and Exchange Commission on January 16, 2015)

10.40+		Amendment #1 to the Amended and Restated IHS Inc. 2004 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.40 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)

10.41+		Amended and Restated IHS Inc. 2004 Directors Stock Plan (Incorporated by reference to Exhibit 10.1 to the IHS Inc. Quarterly Report on Form 10-Q for the period ended August 31, 2014 (file no. 001-32511) filed with the Securities and Exchange Commission on September 22, 2014)

10.42+		Summary of IHS Inc. Non-Employee Director Compensation (Incorporated by reference to Exhibit 10.2 to the IHS Inc. Quarterly Report on Form 10-Q for the period ended August 31, 2014 (file no. 001-32511) filed with the Securities and Exchange Commission on September 22, 2014)

10.43+		IHS Inc. Supplemental Income Plan (Incorporated by reference to Exhibit 10.28 to the IHS Inc. Registration Statement on Form S-1 (No. 333-122565) filed with the Securities and Exchange Commission on February 4, 2005, as amended).

10.44+		IHS Inc. Deferred Compensation Plan (Incorporated by reference to Exhibit 10.15 to the IHS Inc. Annual Report on Form 10-K for the period ended November 30, 2014 (file no. 001-32511) filed with the Securities and Exchange Commission on January 16, 2015)

10.45+		IHS Inc. Deferred Compensation Plan Adoption Agreement (Incorporated by reference to Exhibit 10.16 to the IHS Inc. Annual Report on Form 10-K for the period ended November 30, 2014 (file no. 001-32511) filed with the Securities and Exchange Commission on January 16, 2015)


Exhibit Number		Description

10.46+		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 10.14 of the IHS Markit Ltd. Quarterly Report on Form 10-Q (file no. 001-36495) filed on October 7, 2016)

10.52+		Form of Indemnification Agreement between IHS Inc. and its Directors (Incorporated by reference to Exhibit 10.30 to the IHS Inc. Registration Statement on Form S-1 (No. 333-122565) filed with the Securities and Exchange Commission on February 4, 2005, as amended)

10.53		Credit Agreement, dated as of July 12, 2016 (Incorporated by reference to Exhibit 10.1 of the IHS Markit Ltd. Current Report on Form 8-K (file no. 001-36495) filed on July 13, 2016)

10.54		Guaranty Agreement (US), dated as of July 12, 2016 (Incorporated by reference to Exhibit 10.2 of the IHS Markit Ltd. Current Report on Form 8-K (file no. 001-36495) filed on July 13, 2016)

10.55		Guaranty Agreement (Non-US), dated as of July 12, 2016 (Incorporated by reference to Exhibit 10.3 of the IHS Markit Ltd. Current Report on Form 8-K (file no. 001-36495) filed on July 13, 2016)

10.56		Credit Agreement by and among IHS Inc., certain of its subsidiaries, Bank of America, N.A., Bank of America, N.A. (Canada Branch), JPMorgan Chase Bank, N.A., JPMorgan Chase Bank, N.A., Toronto Branch, Royal Bank of Canada, Wells Fargo Bank N.A., Compass Bank, TD Bank, N.A., Citizens Bank, N.A., PNC Bank, National Association, U.S. Bank National Association, Goldman Sachs Bank USA, HSBC Bank USA, N.A., Sumitomo Mitsui Banking Corporation, BNP Paribas, Bank of the West, SunTrust Bank, Morgan Stanley Bank, N.A. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., dated as of October 17, 2014 (Incorporated by reference to Exhibit 10.35 to the IHS Inc. Annual Report on Form 10-K for the period ended November 30, 2014 (file no. 001-32511) filed with the Securities and Exchange Commission on January 16, 2015)


Exhibit Number		Description

10.57		First Amendment to Credit Agreement by and among IHS Inc., certain of its subsidiaries, Bank of America, N.A., Bank of America, N.A. (Canada Branch), JPMorgan Chase Bank, N.A., JPMorgan Chase Bank, N.A., Toronto Branch, Royal Bank of Canada, Wells Fargo Bank N.A., Compass Bank, TD Bank, N.A., Citizens Bank, N.A., PNC Bank, National Association, U.S. Bank National Association, Goldman Sachs Bank USA, HSBC Bank USA, N.A., Sumitomo Mitsui Banking Corporation, BNP Paribas, Bank of the West, SunTrust Bank, Morgan Stanley Bank, N.A. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., dated as of November 5, 2015 (Incorporated by reference to Exhibit 10.34 to the IHS Inc. Annual Report on Form 10-K for the period ended November 30, 2015 (file no. 001-32511) filed with the Securities and Exchange Commission on January 15, 2016)

10.58		Second Amendment to Credit Agreement by and among IHS Inc., certain of its subsidiaries, Bank of America, N.A., Bank of America, N.A. (Canada Branch), JPMorgan Chase Bank, N.A., JPMorgan Chase Bank, N.A., Toronto Branch, Royal Bank of Canada, Wells Fargo Bank N.A., Compass Bank, TD Bank, N.A., Citizens Bank, N.A., PNC Bank, National Association, U.S. Bank National Association, Goldman Sachs Bank USA, HSBC Bank USA, N.A., Sumitomo Mitsui Banking Corporation, BNP Paribas, Bank of the West, SunTrust Bank, Morgan Stanley Bank, N.A. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., dated as of February 10, 2016 (Incorporated by reference to Exhibit 10.1 to the IHS Inc. Quarterly Report on Form 10-Q for the period ended February 28, 2016 (file no. 001-32511) filed with the Securities and Exchange Commission on March 21, 2016)

10.59		Credit Agreement (amending and restating the Credit Agreement dated as of July 15, 2013, as amended) by and among IHS Inc., IHS Global Inc., Bank of America, N.A., JPMorgan Chase Bank, N.A., Royal Bank of Canada, Wells Fargo Bank N.A., Compass Bank, TD Bank, N.A., Sumitomo Mitsui Banking Corporation, Citizens Bank, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd., PNC Bank, National Association, U.S. Bank National Association, Goldman Sachs Bank USA, HSBC Bank USA, N.A., BNP Paribas, Bank of the West, and SunTrust Bank, dated as of October 17, 2014 (Incorporated by reference to Exhibit 10.38 to the IHS Inc. Annual Report on Form 10-K for the period ended November 30, 2014 (file no. 001-32511) filed with the Securities and Exchange Commission on January 16, 2015)

10.60		First Amendment to Credit Agreement by and among IHS Inc., IHS Global Inc., Bank of America, N.A., JPMorgan Chase Bank, N.A., Royal Bank of Canada, Wells Fargo Bank N.A., Compass Bank, TD Bank, N.A., Sumitomo Mitsui Banking Corporation, Citizens Bank, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd., PNC Bank, National Association, U.S. Bank National Association, Goldman Sachs Bank USA, HSBC Bank USA, N.A., BNP Paribas, Bank of the West, and SunTrust Bank, dated as of November 5, 2015 (Incorporated by reference to Exhibit 10.38 to the IHS Inc. Annual Report on Form 10-K for the period ended November 30, 2015 (file no. 001-32511) filed with the Securities and Exchange Commission on January 15, 2016)

10.61		Second Amendment to Credit Agreement by and among IHS Inc., IHS Global Inc., Bank of America, N.A., JPMorgan Chase Bank, N.A., Royal Bank of Canada, Wells Fargo Bank N.A., Compass Bank, TD Bank, N.A., Sumitomo Mitsui Banking Corporation, Citizens Bank, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd., PNC Bank, National Association, U.S. Bank National Association, Goldman Sachs Bank USA, HSBC Bank USA, N.A., BNP Paribas, Bank of the West, and SunTrust Bank, dated as of February 10, 2016 (Incorporated by reference to Exhibit 10.2 to the IHS Inc. Quarterly Report on Form 10-Q for the period ended February 28, 2016 (file no. 001-32511) filed with the Securities and Exchange Commission on March 21, 2016)


Exhibit Number		Description

10.62		Credit 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)

10.63		Guaranty 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)

10.64		Deriv/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, 2014

10.67+*		Letter Agreement for Todd Hyatt dated October 31, 2013

10.68+*		Letter Agreement Amendment for Todd Hyatt dated July 8, 2016

10.69+*		Letter of Assignment for Todd Hyatt dated July 8, 2016

10.70+*		Employment Agreement for Shane Akeroyd dated as of July 1, 2014

10.71+*		Employment Agreement Amendment for Shane Akeroyd dated as of July 11, 2016

10.72+*		Relocation Letter for Shane Akeroyd dated September 29, 2016

10.73+*		Employment Agreement for Adam Kansler dated as of July 1, 2014

10.74+*		Employment Agreement Amendment for Adam Kansler dated as of July 11, 2016

10.75+*		Employment Agreement for Sari Granat dated as of September 1, 2015

10.76+*		Employment Agreement Amendment for Sari Granat dated as of July 11, 2016

10.77+*		Employment Agreement for Jeff Gooch dated as of July 1, 2014

10.78+*		Settlement Agreement for Jeff Gooch

10.79+*		Employment Agreement for Stephen Wolff dated as of July 1, 2014

10.80+*		Settlement Agreement for Stephen Wolff

16.1		Letter 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)

21.1		List of subsidiaries (Incorporated by reference to Exhibit 21.1 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)

23.1		Consent of Ernst & Young LLP (Incorporated by reference to Exhibit 23.1 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)


Exhibit Number		Description

24.1		Power of Attorney (Incorporated by reference to Exhibit 24.1 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)

31.1*		Certification of the Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act

31.2*		Certification of the Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act

32*		Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		XBRL Instance Document (Incorporated by reference to Exhibit 101.INS 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.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. 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)

*	Filed herewith.

+	Compensatory plan or arrangement.

All 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.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

By:		/s/ Todd S. Hyatt
Name:		Todd S. Hyatt
Title:		Executive Vice President, Chief Financial Officer
Date:		February 21, 2017

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated on February 21, 2017.


Signature				Title

/s/ Jerre L. Stead Jerre L. Stead				Chairman and Chief Executive Officer (Principal Executive Officer)

/s/ Todd S. Hyatt Todd S. Hyatt				Executive Vice President, Chief Financial Officer (Principal Financial Officer)

/s/ Michael Easton Michael Easton				Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)

* Dinyar S. Devitre				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/ Todd S. Hyatt
		Todd S. Hyatt
		Attorney-in-Fact

Exhibit 10.66

MARKIT GROUP LIMITED

CONTRACT OF EMPLOYMENT

PURSUANT TO THE EMPLOYMENT RIGHTS ACT 1996

This statement dated as of 1 July 2014 (the “Effective Date”) sets out the terms and conditions of the continued employment of Lance Uggla by Markit Group Limited (the “Company”). This statement replaces and supersedes your existing contract of employment with the Company dated January 1, 2003 (the “Prior Agreement”).

1.	Term of Contract, Job Title and Duties

1.1

Your employment will continue under this statement commencing on the Effective Date until terminated pursuant to the terms of this statement (such period, the “Term”). You will continue to be employed as Chairman and Chief Executive Officer and will perform all acts, duties and obligations and comply with such orders as may be designated by the Company from time to time. The Company may require you to undertake the duties of another position, either in addition to or instead of the above duties, it being understood that you will not be required to perform duties which are not reasonably within your capabilities. You will also serve (or continue to serve) as an officer and/or director of any Group Company as specified by the Company, in each case without additional compensation. You will serve the Company faithfully and diligently in the performance of your duties. You will use your best efforts to further the interests of the Company and to comply with all lawful instructions and directions of the Company as may be in effect from time to time. Your continuous employment date is 31 July 1995.

1.2

For the purposes of this statement, “Group Company” means the Company, its group undertakings (as defined in section 1161 of the Companies Act 2006) or any associated company (as defined in sections 416 et seq. of the Income and Corporation Taxes Act 1988) of the Company or any group undertaking including any of their predecessors, successors or assigns or any company which is designated at any time a Group Company by the directors of the board of the Company or any holding company.

2.	Compensation

2.1

Your initial basic salary will be £450,000 per annum subject to statutory deductions payable monthly on the 25th of each month. If the 25th does not fall on a working day, you will be paid on the working day immediately prior to it. Your basic salary will be subject to annual review by the Company and subject to change in the Company’s absolute discretion. For the purposes of this statement, “Basic Salary” means your annual basic salary as determined herein from time to time.

2.2

time at its absolute discretion. If you receive any incentive award payment, the Company is not obliged to make any further incentive award payments and any incentive award payment will not become part of your contractual remuneration or fixed salary. Payment of this award will be contingent on you still being employed with the Company and not under notice, initiated by yourself or the Company (other than for reason of redundancy) at the time of payment. Incentive award entitlement does not accrue in the course of a year, and you are not entitled to payment of an incentive award, or any pro-rata portion of it, if you leave prior to the date that the award is paid. Although any incentive award payments and any amounts thereof are at the absolute discretion of the Company and no payments of annual incentives are guaranteed, your target cash incentive award for any given fiscal year, as determined in the Company’s absolute discretion and subject to change at any time, is the “Target Cash Incentive” for the purposes of this statement.

2.3

Beyond your initial basic salary, subject to annual review, you will continue to receive the following perquisites, subject to any applicable statutory deductions:

•

Housing allowance to a maximum of £12,090 post-tax per month

•

Car allowance to a maximum of £7,300 per annum

•

Annual dining club membership to a maximum of £4,000 per annum

•

Annual completion of UK personal tax return by a professional tax advisor to be paid on a post-tax basis

•

Annual home leave consisting of one business class return air ticket to Canada per annum for you, your wife and children (through age 21)

2.4

The Company will withhold from all compensation payable to you all applicable deductions, including, without limitation, in respect of tax and National insurance Contributions. The Company may deduct from your Basic Salary, bonus amounts or any other sums owed to you, any money owed to the Company by you.

3.	Place of Work

3.1

Your place of work will be Markit Group Limited, Level 4, Ropemaker Place, 25 Ropemaker Street, London, EC2Y 9LY or whatever other office or branch of the Company or its affiliates that you may from time to time be called upon or directed to work. You agree to travel on any Group Company’s business (both within the United Kingdom or abroad) as may be required for the proper performance of your duties.

4.	Working Hours

4.1

Normal working hours are 9.00 a.m. to 5.00 p.m. Monday to Friday, with one hour for lunch. You will be required to work such other hours or shifts as are necessary in order to fully perform your duties hereunder or meet business needs.

4.2

You agree that your working time, including overtime (whether or not paid), in any reference period may exceed 48 hours in any seven day period and that the limit specified in Regulation 4(1) of the Working Time Regulations 1998 (the “Regulations”) will not apply to your employment by us. You may withdraw your consent to work more than 48 hours per week by giving three months’ notice in writing to Human Resources. You agree that the provisions of Regulations 15(1) to (4) of the Regulations (dates on which leave is taken) do not apply to your employment.

4.3

In In this clause “working time” means any time during which you are carrying out work on behalf of the Company, whether or not this takes place on the Company’s premises. This could, for example, include travelling to and attending meetings off Company premises, on behalf of the Company and relevant training (as defined in the Regulations).

5.	Holiday

5.1

In addition to the usual eight English public holidays, your holiday entitlement is 25 days per annum, January to December, calculated pro rata for shorter periods of service based on completed months worked. The holiday dates chosen must be taken during the calendar year to which the entitlement relates and cannot be carried forward. No payment is made in respect of holidays not taken. Of your entitlement at least five working days must be taken consecutively during the calendar year.

5.2

On termination of your employment, where you have taken more or less than your holiday entitlement as calculated above, an adjustment based on your normal rate of pay will be made to your final salary. The accrued holiday entitlement at the date of termination will be calculated on the basis of 2.08 days’ holiday for each completed calendar month of service in the then current holiday year. The amount of the payment in lieu (or deduction) will be calculated on the basis of 1/260 ^th of your annual salary for each day’s holiday not taken (or taken in excess of the accrued entitlement).

6.	Benefits

6.1

Your eligibility for benefits provided by the Company are subject to the rules of the provider and the Company (as detailed in the Employee Handbook), as amended from time to time and you completing and returning the appropriate joining forms and continuing to be eligible to participate in the benefit pursuant to the rules.

6.2

Markit operates a Pensions Salary Sacrifice (PSS) option where you authorise Markit to reduce your salary by the value of your pension contribution, and pay this as an additional employer contribution to the Markit Group Personal Pension Plan. You agree that the level of the PSS will remain fixed until the anniversary of the Markit Group Personal Pension Plan (1 July) and cannot be changed, save for the occurrence of a Lifestyle Event.

7.	Incapacity for Work

7.1

If you are absent from work for any reason you must notify Human Resources as soon as possible on the first day of absence. A doctor’s certificate must be obtained for any period of incapacity due to sickness or injury of more than seven days (including weekends) and a further certificate in respect of any further period of incapacity of seven days. In all cases self-certification must be completed in the absence management system on your return to work. Your qualifying days for statutory sick pay purposes are Monday to Friday. Any salary paid in excess of statutory sick pay entitlement is at the Company’s absolute discretion and may be terminated by the Company at any time.

7.2

You agree to consent to an examination by a doctor nominated by the Company should the Company so require, and to the doctor’s report being given to the Company.

7.3

Full particulars of the sickness procedure are set out in the Employee Handbook.

8.	Leaving Procedures

8.1

The Company may terminate your employment at any time by giving 4 weeks’ notice in writing. After 4 years’ service the period of notice shall increase by one week for each additional year of service up to a total of 12 weeks. You may terminate your employment at any time with or without Good Reason by giving 12 months’ notice in writing.

8.2

8.2.1

not to enter or attend the premises of the Company or any Group Company;

8.2.2

not to contact or have any communication with clients, employees, customers, agents or representatives of the Company or any Group Company;

8.2.3

not to undertake all or any of your duties hereunder;

8.2.4

to immediately resign from any directorship which you hold in the Company, any Group Company (or any other company where such directorship is held as a consequence or requirement of your employment), unless you are required to perform duties to which any such directorship relates in which case you may retain such directorships while those duties are ongoing. You hereby irrevocably appoint the Company to be your attorney to execute any instrument and do anything in your name and on your behalf to effect your resignation if you fail to do so in accordance with this clause.

8.3

All duties of your employment (express and implied) will continue during any period of notice, including but without limitation, your duties of fidelity, good faith and exclusive service. During this period you may not be employed or engaged in the conduct of any activity for any other company or any third party, whether or not of a business nature.

8.4

The Company may at its sole and absolute discretion pay basic salary alone in lieu of any unexpired period of notice (less such deductions as the Company is required by law to make) by notifying you that the Company is exercising its right under this clause 8.4 and that it will make within [28] days a payment in lieu of notice (“Payment in Lieu”) to you. This Payment in Lieu will be equal to the Basic Salary (as at the date of termination) which you would have been entitled to receive under this statement during the notice period referred to at clause 8.1 (or, if notice has already been given, during the remainder of the notice period) less income tax and National Insurance Contributions. For the avoidance of doubt, the Payment in Lieu shall not include any element in relation to:

8.4.1

any bonus or commission payments that might otherwise have been due during the period for which the Payment in Lieu is made;

8.4.2

any payment in respect of benefits which you would have been entitled to receive during the period for which the Payment in Lieu is made; and

8.4.3

any payment in respect of any holiday entitlement that would have accrued during the period for which the Payment in Lieu is made.

You shall have no right to receive a Payment in Lieu unless the Company has exercised its discretion in clause 8.4. Nothing in this clause shall prevent the Company from terminating your employment in breach.

8.5

The Company reserves the right to terminate employment without notice in cases where you have been guilty of a serious breach or repeated breaches of any of your express or implied duties as an employee, where you have brought yourself or the Company into disrepute or where you have been guilty of gross misconduct, gross negligence, a repudiatory breach of your contract of employment or other Cause. For these purposes, any breach of the Company’s compliance procedures or the regulatory rules applicable to the Company, will result in disciplinary action up to and including dismissal without notice.

8.6

The Company may at any time in its absolute discretion suspend you on full pay and contractual benefits from the performance of some or all of your duties under this agreement for such period or periods as the Company in its absolute discretion may decide for the purposes of investigating any allegation of misconduct or negligence against you.

8.7

On request and in any event on termination of your employment for any reason you are required to return to the Company all Company property including security pass, keys, computer hard and software including disks and all documents in whatever form (including notes of minutes of meetings, customer/client lists, diaries and address books, computer print-outs, plans, projections) together with all copies which are in your possession or under your control. The ownership of all such property and documents will at all times remain vested in the Company.

8.8

For the purposes of this statement, you will have “Good Reason” to terminate your employment within 30 days after the occurrence (without your consent) of any of the following: (1) a material diminution of your rate of Basic Salary or other material failure to provide the compensation due pursuant to this statement; (2) a material diminution of your authority, duties, responsibilities, or title; or (3) a material breach by the Company of this statement, provided, however, that any such condition or conditions, as applicable, will not constitute grounds for Good Reason unless both (x) you provide written notice to the Company of the condition claimed to constitute grounds for Good Reason within 60 days of the initial existence of such condition(s), and (y) the Company fails to remedy such condition(s) within 30 days of receiving such written notice thereof; and provided, further, that in all events the termination of your employment with the Company will not constitute a Good Reason unless such termination occurs not more than [210 days] following the initial existence of the condition claimed to constitute grounds for a Good Reason termination hereunder.

8.9

For the purposes of this statement, “Cause” will have the meaning ascribed to it in the Markit Ltd. 2014 Equity Incentive Plan (the “Plan”).

9.	Consequences of Termination

9.1

If the Company terminates your employment without Cause or if you terminate your employment for Good Reason, subject to your compliance with the obligations in clauses 8.7, 9.3, 10 and 12, you will receive:

9.1.1

a payment of an amount equal to the quotient obtained by dividing (i) the sum of your Basic Salary and Target Cash Incentive for the year of termination (less any salary and bonus payments paid to you for employment during any period following the delivery or receipt of a written notice of termination), by (ii) 12, for each month in the Severance Period (the “Basic Severance”), in monthly equal instalments (where the number of monthly instalments shall be equal to the number of months in the Severance Period) in accordance with the regular payroll practices of the Company, where the first instalment shall be payable on the First Instalment Date; and

9.1.2

paid to you for employment during any period following the delivery or receipt of a written notice of termination), which shall be payable in 12 equal monthly instalments in accordance with the regular payroll practices of the Company, where the first instalment shall be paid on the First Instalment Date (the “Change in Control Severance”). For the avoidance of doubt, the Change in Control Severance will be subject to the same conditions as the Basic Severance (including compliance with the obligations in clauses 8.7, 9.3, 10 and 12) and will be paid concurrently with and, if applicable, in addition to the Basic Severance payments described in this section.

9.1.3

in the event of either clause 9.1.1 or 9.1.2, the perquisites listed in clause 2.3 and in effect at the time of termination of your employment will continue for the corresponding severance period as calculated in either situation above.

The Company will withhold from all payments payable to you under this clause all applicable deductions, including, without limitation, in respect of tax and National Insurance Contributions. The Company may deduct from your Basic Salary, bonus amounts or any other sums owed to you, any money owed to the Company by you. For the purposes of this statement the “First Instalment Date” shall mean the first working day no less that 28 days after the date upon which you deliver to the Company a general release in accordance with clause 9.3 below.

9.2

For the purposes of this statement, the “Severance Period” will equal one 1 month for each completed calendar year of your service for the Company as at the date of the termination of your employment, up to a maximum of 12 months.

9.3

Any and all amounts payable under this clause 10 will only be payable subject to and conditional upon you delivering to the Company and not revoking a general release of claims in favour of the Company and the other Group Companies in a form to be provided by the Company and within the time frame prescribed by the Company after delivery or receipt of a written notice of termination. In no event will you be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to you under any of the provisions of this statement, nor will the amount of any payment hereunder be reduced by any compensation earned by you as a result of employment by a subsequent employer.

10.

Restrictions after termination of employment

10.1

In this clause, the following terms have the following meanings:

“Customer” means any person, firm, company or entity which was a customer of, or in the habit of dealing with, the Company or any Group Company at any time during the 12 months prior to the Termination Date and with which you were materially concerned or had personal contact or in respect of whom you had access to confidential information belonging to the Company or any Group Company at any time during the said period of 12 months;

“Key Employee” means any person who immediately prior to the Termination Date was an employee, director, officer, agent, consultant or associate of the Company or any Group Company who was likely to be (i) in possession of confidential information belonging to the Company or any Group Company, or (ii) able to influence the customer relationships or trade connections of the Company and with whom you worked closely at any time during the period of 12 months prior to the Termination Date;

“Services” means those products and services which are competitive with those supplied by the Company or any Group Company in the 12 months prior to the Termination Date and with the supply of which you were materially concerned or had access to confidential information

belonging to the Company or any Group Company at any time during the said period of 12 months (without limiting the generality of the foregoing, and solely for purposes of providing examples, the parties agree that those products and services provided by the companies and businesses (that are subject to change from time to time) set forth in Schedule A (attached hereto), are competitive with those supplied by the Company or any Group Company);

“Prohibited Area” means the area constituting the market of the Company and any Group Company for Services in the period of 12 months prior to the Termination Date and with which area you were materially concerned at any time during the said period of 12 months;

“Prospective Customer” means any person, firm, company or entity who was negotiating with the Company or any Group Company for the supply of Services and with which you were materially concerned or had personal contact or had access to confidential information belonging to the Company or any Group Company, during the 12 months prior to the Termination Date; and

“Termination Date” means the date of termination of your employment by either party howsoever arising or the date that you go on garden leave, whichever is the earliest.

10.2

You are likely to obtain trade secrets, confidential information and personal knowledge of and influence over customers and employees of the Company and other Group Companies during the course of your employment. To protect these interests of the Company and other Group Companies, you agree that you will not for the following periods after the Termination Date for whatever reason directly or indirectly, either alone or jointly with or on behalf of any third party and whether on your own account or as principal, partner, shareholder, director, employee, consultant or in any other capacity whatsoever:

10.2.1

for 12 months following the Termination Date in the Prohibited Area and in competition with the Company or any Group Company [engage, assist or be interested in any undertaking] ⁶ which provides, or is about to provide, Services;

10.2.2

for 12 months following the Termination Date and in competition with the Company or any Group Company solicit, canvass or endeavour to entice away from the Company, or any Group Company any Customer;

10.2.3

for 12 months following the Termination Date and in competition with the Company or any Group Company deal with or otherwise accept the custom of any Customer;

10.2.4

for 12 months following the Termination Date and in competition with the Company or any Group Company solicit, canvass or endeavour to entice away from the Company or any Group Company any Prospective Customer;

10.2.5

for 12 months following the Termination Date and in competition with the Company or any Group Company deal with or otherwise accept the custom of any Prospective Customer;

10.2.6

for 12 months following the Termination Date solicit the employment or engagement of any Key Employee in a business which is in competition with the Company or any Group Company; and

10.2.7

in perpetuity following the Termination Date make negative comments or otherwise disparage the Company or any Group Company or any of their respective officers, directors, employees, shareholders, agents, services or products, in any manner likely to be harmful to them or their business, business reputation or personal reputation. For the purposes of this clause 10.2.7, disparagement does not include (i) compliance with legal process or subpoenas to the extent only truthful statements are rendered in such compliance attempt, (ii) statements made in response to an inquiry from a court or regulatory body, or (iii) any protected disclosure within the meaning of section 43A of the

Employment Rights Act 1996, provided that in the case of any of (i) or (ii), subject to applicable law, you give the Company advance written notice of the comment or other communication and afford the Company an opportunity to seek a protective order.

10.3

Each of the paragraphs contained in clause 10.2 constitutes an entirely separate and independent covenant. If any covenant is found to be invalid this will not affect the validity or enforceability of any of the other covenants.

10.4

Following the Termination Date, you will not represent yourself as being in any way connected with the businesses of the Company or any subsidiary of the Company (except to the extent agreed by such with the Company).

10.5

Any benefit given or deemed to be given by you to any parent or subsidiary of the Company under the terms of this clause 10 is received and held on trust by the Company for the relevant parent or subsidiary of the Company. You will enter into appropriate restrictive covenants directly with Group Companies if asked to do so by the Company.

10.6

The Company reserves the right to amend the terms of the restrictive covenants contained in this clause 11 in the event that you are promoted to a higher corporate title. Any promotion will be subject to and conditional upon you accepting these changes.

10.7

You acknowledge that any breach of the provisions contained in clauses 10.2, 12.1 and 12.2 (collectively, the “Restrictive Covenants”) may result in serious and irreparable injury. Therefore, you acknowledge and agree that in the event of a breach by you, the Company will be entitled, in addition to any other remedy at law or in equity to which the Company may be entitled, to equitable relief against you, including an injunction to restrain you from such breach and to compel compliance with your obligations hereunder.

10.8

You acknowledge that, in the course of your employment with the Company and/or any Group Company and their respective predecessors, you have become familiar, or will become familiar with the Company’s and the Group Companies’ and their respective predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, the Group Companies, and their respective predecessors and that your services have been and will be of special, unique and extraordinary value to the Company and the Group Companies. You agree that the Restrictive Covenants are reasonable and necessary to protect the Company’s and the Group Companies’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations.

10.9

You understand that the Restrictive Covenants may limit your ability to earn a similar amount of compensation in a business similar to the business of the Company or the Group Companies, but you nevertheless believe that you received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder to clearly justify such restrictions which, in any event (given your education, skills, and ability), you do not believe would prevent you from earning a living.

11.1

So long as you are employed by the Company, you must not, without the written consent of the Company, be in any way directly or indirectly employed, engaged or concerned in any other business or undertaking where this is likely to be in conflict with the interests of the Company or where this may adversely affect the efficient discharge of your duties.

12.

Confidentiality

12.1

In the ordinary course of your employment you will be exposed to information about the business of the Company, its Group Companies, its (or their) clients and customers, which is confidential or is commercially sensitive and which may not be readily available to competitors or the general public and which if disclosed would be liable to cause harm to the Company. You must not whether during or after your employment, except as authorised by the Company, reveal to any person, firm, or organisation or otherwise make use of any trade secret, information of a private, secret or confidential nature, confidential operations, processes, dealings or any information (other than within the public domain other than by reason of your wrongful disclosure) concerning the business finances or affairs of the Company, any Group Company or any of their respective customers, clients or suppliers (including but not limited to terms of contracts or arrangements, existing or potential projects, accounts information regarding customers, clients or suppliers, disputes, business development and/or marketing programmes and plans) which may come to your knowledge during your employment, whether or not the same is committed to in writing. Nothing in this clause will prevent you from disclosing information to comply with a Court Order or performing any statutory obligation on you to do so, provided that subject to applicable law, you give the Company advance written notice of the disclosure and afford the Company an opportunity to seek a protective order. This clause is not intended to prevent you from making a “protected disclosure” for the purposes of the Employment Rights Act 1996.

12.2

It is considered a condition of your employment to ensure that the Company’s policy of maintaining the strictest confidentiality of your own personal compensation, both in the programmes in which you participate and the remuneration you personally receive, is adhered to by you at all times. The Company will not tolerate any breach of privacy and confidentiality in this regards.

12.3

Your confidentiality restrictions will continue in perpetuity both during and after the Term.

13.

Recoupment

13.1

Notwithstanding anything to the contrary in this Agreement or any equity or other compensation award agreement between the Company and you, you hereby acknowledge and agree that all compensation paid to you by the Company, whether in the form of cash, equity or any other form of property, will be subject to any compensation recapture policies required to be established by the Company in order to comply with law, rules or other regulatory requirements applicable to the Company or its employees including without limitation any such policy that is intended to comply with (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules and regulations promulgated thereunder and (ii) the Remuneration Code published by the UK Financial Conduct Authority or other applicable regulatory authority.

14.

Intellectual Property

14.1

business of the Company or any Group Company now or in the future made by you in the course of your employment (whether or not in the course of your duties). You acknowledge that, subject to your rights in or under inventions or patents (including patent applications), as provided by sections 39 to 41 of the Patents Act 1977 which are unaffected hereby, all Intellectual Property will, on creation, vest in and be the exclusive property of the Company and if they do not do so you will assign them to the Company (upon its request and at its cost). You irrevocably have any “Moral Rights” which you may have in any such ideas, inventions or works under Chapter IV of Part I of the Copyright, Designs and Patents Act 1988.

14.2

You agree that you irrevocably appoint the Company to act on your behalf to execute any document or do anything in your name for the purpose of giving the Company (or its nominee) the full benefit of this clause or the Company’s entitlement under statute.

15.

Grievance and Disciplinary Procedures

15.1

A copy of the disciplinary and grievance procedures, which do not form a term of your contract of employment, are available in the Employee Handbook.

16.

General Regulations

16.1

It is important that you should familiarise yourself with all Company regulations and codes of conduct for employees as amended from time to time, all of which govern your employment with the Company, since failure to comply in certain instances could lead to dismissal. For reference purposes please refer to the Employee Handbook.

17.

Personal Data

17.1

You agree that the Company may during the term of your employment hold, process and disclose any personal data (including that which may be deemed sensitive personal data), which it may lawfully obtain about you in accordance with the Data Protection Act 1998 (as amended from time to time), for the purpose of complying with its legal obligations in its capacity as an employer or otherwise and for the purpose of employee management including (but without limitation) the assessment of suitability during recruitment, project management reporting and forecasting, and the administration of employee benefits, and for the purposes of providing references and information to future employers, and if necessary, to governmental, quasi-governmental and regulatory bodies and for the general business purposes of the Company.

17.2

You understand and agree that following the termination of your employment, the Company may also hold, process and disclose such personal data for the purposes of providing references and information to future employers, and if necessary, to governmental, quasi-governmental, regulatory bodies and the general business purposes of the Company.

17.3

You understand and agree that this may include the making available by the Company of your personal data to any Group Company or the agents or sub-contractors of such Group Companies, which may include offices or companies which are established in countries which may or may not have data protection laws as comprehensive as those in the European Economic Area.

17.4

to such data and to abide by the Company Data Protection Policy. You are required to treat such information in the strictest confidence, and to take all steps as may be specified by the Company to prevent the unauthorised disclosure of such data or any processing of it which would be contrary to the provisions of the Data Protection Act 1998 (as amended or superseded from time to time). Failure by you to take such steps as have been specified in this regard by the Company, or any unauthorised disclosure or processing of personal data will be regarded as a disciplinary offence.

18.

Assistance in Litigation

18.1

During the Term and thereafter, you shall upon reasonable notice, furnish such information and proper assistance to the Company as it may reasonably require in connection with any litigation in which it is, or may become, a party either during or after the Term.

19.

Company Authorization for Publication

19.1

Prior to your submission or disclosure of any material prepared by you that incorporates information that concerns the Company’s business or anticipated research for possible publication or dissemination outside the Company, you agree to deliver a copy of such material to an officer of the Company for his or her review. Within 20 days following such submission, the Company agrees to notify you in writing whether the Company believes such material contains any confidential information or trade secrets, and you agree to make such deletions and revisions as are requested by the Company to protect its confidential information or trade secrets. You further agree to obtain the written consent of the Company prior to any review of such material by persons outside the Company.

20.

Miscellaneous

20.1

The terms of this statement contain the entire understanding between the Company and you with respect of the subject matter of this agreement and supersedes all prior and contemporaneous agreements, understandings, and discussions, whether oral or written (including without limitation, the Prior Agreement).

20.2

This statement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with English law. The parties irrevocably agree that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this statement or its subject matter or formation (including non-contractual disputes or claims). The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and no person other than you, the Company and any Group Company shall have any rights under it.

20.3

If any provision of this statement or the application of any such provision to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this statement, or the application of such provision to such person or circumstances other than those to which it is so determined to be invalid or unenforceable, will not be affected thereby, and each provision hereof will be enforced to the fullest extent permitted by law. If the final judgment of a court of competent jurisdiction declares that any provision of this statement, including, without limitation, any provision of clauses 10, 12, or 13 hereof, is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability will have the power, and is hereby directed, to reduce the scope, duration or area of the provision, to delete specific words or phrases and to replace any

invalid or unenforceable provision with a provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable provision, and this statement will be enforced as so modified.

20.4

The provisions of this statement which by their terms call for performance subsequent to termination of your employment, or of this statement, shall so survive such termination.

20.5

The existence of any claim, demand, action or cause of action of you against the Company, whether or not based upon this statement, will not constitute a defence to the enforcement by the Company (or any other applicable Group Company) of any covenant or agreement of Employee contained in clauses 10 and 12 herein.

20.6

Except as required by law, no right to receive payments under this statement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge or hypothecation, or to execution, attachment, levy or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void and of no effect.

20.7

All payments provided under this statement will be paid in cash from the general funds of the Company, and no special or separate fund will be established and no other segregation of assets will be made to assure payment.

20.8

Company may withhold from any benefits payable under this Agreement all applicable deductions, including, without limitation, in respect of tax and National Insurance Contributions.

In witness whereof this agreement has been signed as a deed and delivered on the date written below.


*Signed as a deed by:*

/s/ Lance Uggla				July 21, 2014
Lance Uggla				Date

*In the presence of:*

/s/ Signature illegible				July 21, 2014
Name / Signature				Date

*Signed on behalf of Markit Group Limited by:*

/s/ Rajeen Syal				July 21, 2014
Rajeen Syal Global Head HR				Date

Schedule A

Competitive Businesses

☐

Advent

☐	The McGraw-Hill Companies Inc.

☐

IHS Inc.

☐	MSCI, Inc.

☐	Nasdaq OMX Group Inc.

☐	Morningstar, Inc.

☐	Verisk Analytics, Inc.

☐	MarketAxess Holdings Inc.

☐	CME Group Inc.

☐	Intercontinental Exchange, Inc.

☐	FactSet Research Systems Inc.

☐	Thomson Reuters Corporation

☐	Bloomberg L.P.

☐

ICAP plc

☐	Interactive Data Corporation

Exhibit 10.67


		The Source for Critical Information and Insight ^™

Thursday, October 31, 2013

Dear Todd,

In connection with your promotion to EVP & CFO, reporting to Scott Key, President & CEO, please find the details (or employment terms) related to your new role below.

1. Compensation

Your salary for this full-time, exempt position will be $430,000 per annum effective November 1, 2013, payable in bi-weekly installments. You will be eligible to participate in the 2015 fiscal year merit program, at which time you will receive a year end performance review for 2014 and you may be eligible to receive a merit increase commensurate with your performance rating and based on management’s discretion.

2. Annual Incentive Plan

You will be eligible to participate in the 2014 fiscal year IHS Annual Incentive Plan as modified by IHS, in its business judgment, from time-to-time. Your new target bonus percent will be 75 % of your base salary. Your bonus payout will be based on actual business results. You must be employed by IHS on the date of payout, which will be no later than February 15th of the next Fiscal Year, to be eligible to receive any bonus monies.

3. Vacation

As a senior executive of IHS you will continue to be eligible for 25 days of vacation.

4. Long-Term Incentive Program (LTI)

You will be eligible to participate in the Long-Term Incentive Program on an annual basis as modified by IHS in its business judgment, from time to time.

5. Termination

The offer letter is not a contract of employment and does not entitle you to employment for any specified period of time. Your employment is considered employment-at-will and may be terminated by you or by us for any or no reason.

If you are terminated by IHS without ‘cause’ (as defined below), you will receive a lump-sum cash payment equal to the sum of:

(i) Any earned but unpaid base salary or other amounts (including reimbursable expenses and any vested amounts or benefits owing under or in accordance with the IHS’ otherwise applicable employee benefit plans or programs, including retirement plans and programs) accrued or owing through the date of termination; and

(ii) An amount equal to 1.5 times your base salary and target bonus.

In addition to the foregoing lump-sum payment:

(iii) You will receive the portion of your annual bonus under the IHS Annual Incentive Plan for the fiscal year of termination that is tied to the achievement of IHS’ performance objectives for such fiscal year, based on the IHS’ actual achievement of such performance objectives for the full fiscal year, prorated for the number of days that have elapsed during such fiscal year prior to the termination of your employment. The payment provided in this subparagraph (iii) will be made following the close of the fiscal year of termination at such time as the annual bonus for such fiscal year is paid by IHS to its then current executives;

(iv) IHS will continue your participation in IHS’ medical, dental and vision plans (or if you are ineligible to continue to participate under the terms thereof, in substitute arrangements adopted by IHS providing substantially comparable benefits for the 18-month period following the date of such termination; and

(v) Vesting of unvested stock options, restricted stock units and other equity awards then held by you will be determined in accordance with the terms and conditions of the applicable equity compensation plan under which each such equity grant is granted.

For purposes of this letter, ‘cause’ means any of the following: (i) conviction of or pleading guilty to a felony, (ii) commission of intentional acts of misconduct that materially impair the goodwill or business of IHS or cause material damage to its property, goodwill or business, or (iii) willful refusal or willful failure to perform your material duties after written demand that you do so. Termination of the employment shall not be deemed to be for cause hereunder unless and until written notice has been delivered to you by IHS which specifically identified the cause which is the basis of the termination and, if the cause is capable of cure, you have failed to cure or remedy the act or omission so identified within 14 calendar days after written notice of such breach. For purposes of this provision, no act or failure to act on your part shall be considered “willful” unless it is done, or omitted to be done, by you in bad faith or without reasonable belief that your action or omission was in the best interest of IHS. Notwithstanding the foregoing, you shall not be deemed to have been terminated for cause without reasonable notice to you setting forth the reasons, facts and circumstances for IHS’ intention to terminate for cause and an opportunity for you, together with your counsel, to be heard before the HR Committee or the Board of IHS.

6. Change in Control

If there is a Change in Control (as defined below) and, within 15 months of such Change in Control, you terminate your employment for CIC Good Reason (as defined below) or you are terminated by the Company without Cause, you will receive a lump-sum cash payment equal to the sum of:

(ii) An amount equal to 2 times your base salary and target bonus; and

(iii) Your annual bonus under the IHS Annual Incentive Plan for the fiscal year of termination at “Target” level, pro-rated for the number of days that have elapsed during such fiscal year prior to the termination of your employment.

In addition to the foregoing lump-sum payment:

(iv) IHS will continue your participation in IHS’ medical, dental and vision plans (or if you are ineligible to continue to participate under the terms thereof, in substitute arrangements adopted by IHS providing substantially comparable benefits), for the 24-month period following the date of such termination; and

(v) all unvested stock options, restricted stock units and other equity awards then held by you will fully vest and become exercisable as of the effective date of such termination.

For purposes of this Letter Agreement, “Change in Control” means the first to occur of:

(i) the acquisition, directly or indirectly, by any person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as from time to time amended) of the beneficial ownership of securities of the Company possessing more than 50% of the total combined voting power of all outstanding securities of the Company;

(ii) a merger or consolidation in which the Company is not the surviving entity, except for a transaction in which the holders of the outstanding voting securities of the Company immediately prior to such merger or consolidation hold, in the aggregate, securities possessing more than 50% of the total combined voting power of all outstanding voting securities of the surviving entity immediately after such merger or consolidation;

(iii) a reverse merger in which the Company is the surviving entity but in which securities possessing more than 50% of the total combined voting power of all outstanding voting securities of the Company are transferred to or acquired by a person or persons different from the persons holding directly or indirectly those securities immediately prior to such merger;

(iv) the sale, transfer or other disposition (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company;

(v) the approval by the shareholders of a plan or proposal for the liquidation or dissolution of the Company; or

(vi) as a result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions (a “Transaction”), the persons who are members of the board of directors of the Company before the Transaction will cease to constitute a majority of the board of directors of the Company or any successor thereto.

Notwithstanding the foregoing, in no event will a Change in Control be considered to have occurred as a result of: (i) the distribution by the Company to its stockholder(s) of stock in an Affiliate; (ii) the contribution by the Company of some or all of its assets in a transaction governed by Section 351 of the Code; (iii) any inter-company sale or transfer of assets between the Company and any Affiliate; (iv) a dividend distribution by the Company; (v) a loan by the Company to any third party or an Affiliate; (vi) a Transaction, or series of Transactions, after which an Affiliate of the Company before such Transaction or series of Transactions, is either directly or indirectly in control of the Company thereafter; (vii) if the controlling shareholder is a trust, the acquisition, directly or indirectly, of the beneficial ownership of securities of the Company by any beneficiary of such trust if such beneficiary has a greater than 25% interest in such trust, or any descendants, spouse, estate or heirs of any such beneficiary, or a trust established for such beneficiary or for any descendants, spouse or heirs of such beneficiary; or (viii) the first underwritten primary public offering of the shares of common stock of the Company pursuant to an effective registration statement (other than a registration statement on Form S-4 or Form S-8 or any similar or successor form) under the Securities Act of 1933, as from time to time amended. For purposes of this Agreement, “Affiliate” means any individual, corporation, partnership, association, joint-stock company, trust, unincorporated association or other entity (other than the Company) that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, the Company, including, without limitation, any member of an affiliated group of which the Company is a common parent corporation as provided in Section 1504 of the Internal Revenue Code of 1986, as from time to time amended (the “ Code ”).

For purposes of this Letter Agreement, “ CIC Good Reason ” means any of:

(i) the material diminution of your position (including titles and reporting relationships), duties or responsibilities, excluding immaterial actions not taken in bad faith;

(ii) the breach by IHS of any of its material obligations under this letter agreement, excluding immaterial actions (or failures or action) not taken (or omitted to be taken) in bad faith and which, if capable of being remedied, are remedied by IHS within 30 days after receipt of notice thereof given by you;

(iii) IHS’ relocation of your principal location of work by more than 50 miles (other than any relocation recommended or consented to by you); it being understood, however, that you may be required to travel on business to other locations as may be required or desirable in connection with the performance of your duties as specified in this letter agreement.

7. Release

Any payment or benefit that you are eligible to receive under paragraphs 5 or 6 will be contingent on your execution of a release in a form acceptable to IHS within 60 days of the date of your separation from service. If you fail to execute such a release within such 60 day period, you will not be eligible to receive any payment or benefit under paragraphs 5 or 6. If you execute such a release within such 60 day period, the lump-sum payment under paragraph 5(i) and (ii) or under paragraph 6(i) and (ii), as applicable, will be made within the 60 day period from the date of your separation from service, following the execution of such release; provided that any payments under this letter agreement that could be paid during a period that begins in one taxable year and ends in a subsequent taxable year shall be paid in the subsequent taxable year. The payments or benefits you are eligible to receive under paragraph 5 or 6 are in lieu of any termination payments or benefits which you might otherwise be eligible to receive under any standard severance policy maintained by the IHS and/or its Affiliates.

8. Timing and Form of Payments under Paragraphs 5 and 6

All payments due to you under paragraph 5 and 6 above shall be made no later than two and one-half months following your separation from service unless the following provisions pertaining to specified employees applies to you. You are likely to be a specified employee (as defined in Treas. Reg. §1.409A–1(i)) as of the date of a separation from service. All payments to be made to you under paragraphs 5 or 6 may not be made before the date that is six months after the date of separation from service (or, if earlier than the end of the six-month period, the date of your death). For this purpose, if you are not a specified employee as of the date of a separation from service, you will not be treated as subject to this requirement even if you would have become a specified employee if you had continued to provide services through the next specified employee effective date. Similarly, if you are treated as a specified employee as of the date of a separation from service, you will be subject to this requirement even if you would not have been treated as a specified employee after the next specified employee effective date had you continued providing services through the next specified employee effective date.

Please acknowledge in the space below and provide to me and retain a copy for your files.

Sincerely,

Jeff Sisson

SVP and Chief Human Resources Officer

IHS Inc.

Global Human Resources


Acknowledged:

/s/ Todd Hyatt				10/31/13
Todd Hyatt				Date

Exhibit 10.68

Execution Copy

July 8, 2016

Mr. Todd Hyatt

c/o IHS Inc.

15 Inverness Way

East Englewood, CO 80112

Dear Mr. Hyatt:

As you are aware, IHS Inc. (the “ Company ”) has entered into an Agreement and Plan of Merger by and among Markit, Ltd., Marvel Merger Sub, Inc. and the Company, dated as of March 20, 2016 (as may be amended, the “ Merger Agreement ”). Your continued strong contribution to the Company is important during this period, and the Company wishes to confirm your severance protection following the consummation of the transactions contemplated by the Merger Agreement (the “ Merger Closing Date ”) and provide you with an incentive for a successful transaction and integration. The terms of this letter agreement arc conditioned on the Merger Closing Date and, if the Merger Closing Date does not occur, this letter agreement is of no further force or effect.

You acknowledge that this letter agreement provides severance protection in lieu of all severance benefits, rights and entitlements that you arc. or may become, eligible to receive under your employment letter dated October 31, 2013, as amended (“ Offer Letter ”), and any other plans or agreements with the Company or its affiliates during the Protection Period; provided, that if a Change in Control (as defined in your Offer Letter) occurs following the consummation of the transactions contemplated by the Merger Agreement, you shall remain eligible for severance rights and benefits in accordance with the terms and conditions of your Offer Letter to the extent such rights and benefits are greater than the rights and benefits under this letter agreement (without duplication of benefits). Prior to the Merger Closing Date and following the expiration of the Protection Period, you will remain eligible for severance protection under your Offer Letter and any other plans or agreements with the Company or its affiliates. For the avoidance of doubt, the foregoing shall have no impact on any confidentiality or restrictive covenant agreements to which you are party, which shall continue in full force and effect.

Enhanced Severance

In the event your employment is terminated by the Company or its affiliates without Cause or by you for Good Reason or by reason of your death or disability occurring during the Protection Period (as defined below), you will be eligible to receive the following severance payments and benefits. For purposes of this letter agreement, the “ Protection Period ” is the period beginning on the Merger Closing Date and continuing until January 31, 2019.

(a) Severance Payment . A lump-sum cash payment (the “Severance Payment” equal to (i) 2 times the sum of your Annual Base Salary and your Annual Target Bonus and (ii) your Annual Target Bonus, pro-rated for the number of days that have elapsed during such fiscal year prior to the termination of your employment. The Severance Payment shall be paid on, or within 15 days following, the 60th day following your Termination Date, subject to applicable tax withholdings.

(b) Equity Awards . All outstanding restricted stock units, stock options or similar equity incentive awards that were granted prior to the Merger Closing Date shall become fully vested and payable on the first 15th day of the month that follows the 60th day after your Termination Date. The terms and conditions of such equity incentive awards shall otherwise be subject to the terms and conditions of the Company’s 2004 Long-Term Incentive Plan (or any applicable successor plan) and the applicable award agreements.

(c) Health Care Continuation . You will be eligible for continued medical, dental, vision and employee assistance program coverage in the plans in which you were participating on your Termination Date (the “ Health Benefits ”) by paying the premium contribution rates applicable to active employees for comparable coverage, with such coverage to continue until the earlier of (A) the end of the month following 24 months after your Termination Date and (B) the date that you elect to terminate such coverage (the “ Continuation Period ”). The Health Benefits shall be treated as taxable income and subject to applicable tax withholdings at the time your Severance Payment is paid to you. You may elect COBRA coverage at the conclusion of the Continuation Period.

(d) Outplacement Services . You shall be eligible to receive outplacement services as provided by the Company at the Company’s expense for a period of 24 months following your Termination Date.

Release of Claims

In the event your employment is terminated by the Company or its affiliates without Cause or by you for Good Reason, as a condition of your receipt of the Severance Payment and other severance benefits provided under Section 2 , you shall be required to execute the form of general release of claims attached hereto as Exhibit A within 45 days following your Termination Date, and not subsequently revoke such release within the time period specified therein.

Defined Terms

(a) “ Annual Base Salary ” means your gross annualized rate of base salary in effect as of your Termination Date, provided that such base salary shall not be less than the base salary amount in effect on the date hereof.

(b) “ Annual Target Bonus ” means the amount of your current year annual bonus at “target” performance level, provided that such target bonus amount shall not be Jess than the target bonus amount in effect on the date hereof.

(c) “ Cause ” means (i) conviction of or pleading guilty to a felony, (ii) commission of intentional acts of misconduct that materially impair the goodwill or business of the Company or cause material damage to its property, goodwill or business, or (iii) willful refusal or willful failure to perform material duties after written demand to do so; provided , however, that termination of employment shall not be deemed to be for cause hereunder unless and until written notice has been delivered to you by the Company which specifically identified the cause which is the basis of the termination and, if the cause is capable of cure. you have failed to cure or remedy the act or omission so identified within 14 calendar days after written notice of such breach. For purposes of this provision, no act or failure to act shall he considered “willful” unless it is done, or omitted to be done, by you in bad faith or without reasonable belief that your action or omission was in the best interest of the Company.

(d) “ Good Reason ” means the occurrence of any of the following during the Protection Period (i) a reduction in base salary or target annual cash bonus percentage opportunity from that in effect on the date hereof, (ii) assignment to a position that represents a materially diminished level of authority and responsibility with the Company from that in effect on June 6, 2016; provided, that if you are assigned to such a position after June 6, 2016 but prior to the Merger Closing Date, the occurrence of such Good Reason circumstance shall be deemed to have first occurred on the Merger Closing Date, (iii) a requirement by the Company that your principal location of work be relocated by more than 50 miles from its location on the date hereof, without your consent or (iv) during the Notice Period (as defined below), you provide written notice of your intent to terminate your employment with the Company or its affiliates (for any reason) effective on the date that is 6 months after the date of such written notice, in which case your Termination Date shall occur on the on the date that is 6 months after the date of your written notice, unless another Termination Date is mutually agreed to between you and the Company. Notwithstanding the foregoing, none of the events in clauses (i)

through (iii) above shall constitute Good Reason for purposes of this letter agreement unless. (x) you provide the Company with a written notice specifying the circumstances alleged to constitute Good Reason within 30 days after the first occurrence of such circumstances, (y) the Company fails to cure such circumstances in all material respects within 30 days following delivery to the Company of such notice and (z) your Termination Date occurs within 30 days following the expiration of the foregoing cure period, unless another Termination Date is mutually agreed to between you and the Company, which such date shall not be later than 6 months following the date you provided written notice to the Company. For purposes of this letter agreement, the “Notice Period” is the period commencing on July 12, 2018 and terminating on January 12, 2019.

(f) “ Termination Date ” means the effective date of your termination of employment. In the event of your death or disability prior to the date your employment would otherwise terminate hereunder, the ‘‘Termination Date” will be the effective date of termination of your employment by reason of death or disability.

Miscellaneous

(a) Governing Law . This letter agreement shall be construed and enforced in accordance with the laws of the State of Colorado (without reference to its conflicts of laws provisions).

(b) Tax Withholding . The Company may withhold from any amounts payable under this letter agreement, including payment in cash or shares upon the vesting of equity incentive awards, such federal, state or local taxes (including, but not limited to, any social security contributions) as shall be required to be withheld pursuant to any applicable law or regulation.

(c) No Right to Continued Service . Nothing in this letter agreement shall confer any right to continue in employment for any period or specific duration or interfere with or otherwise restrict in any way the rights of you or the Company, which rights are hereby expressly reserved by each, to terminate your employment at any time and for any reason, with or without Cause.

(d) Section 409A .

(i) The Company intends that that payments and benefits under this letter agreement will either comply with or be exempt from Section 409A of the Internal Revenue Code of 1986 and the regulations and guidance promulgated thereunder (collectively “ Section 409A ”) and, accordingly, to the maximum extent permitted, this letter agreement shall be interpreted to be exempt from Section 409A or in compliance therewith, as applicable. A termination of employment shall not be deemed to have occurred for purposes of any provision of this letter agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of employment, unless such termination is also a “separation from service” within the meaning of Section 409A and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of the Plan or relating to any such payments or benefits, references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” Your right to receive any installment payments pursuant to this letter agreement shall be treated as a right to receive a series of separate and distinct payments. For purposes of this letter agreement, “disability” shall have the meaning ascribed to such term in Treasury Regulation Section 1.409A-3(i)(4).

(ii) If you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A, then with regard to any payment or benefit that is considered non-qualified deferred compensation under Section 409A payable on account of a “separation from service,” such payment or benefit shall, notwithstanding any provision herein to the contrary, be made or provided at the date which is the earlier of (A) the day after the expiration of the six-month period measured from the date of your “separation from service,” and (B) the date of your

death (the “ Delay period ”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum and any remaining payments and benefits due under this letter agreement shall be paid or provided in accordance with the normal payment dales specified for them herein.

(iii) All reimbursements for costs and expenses under this letter agreement, if any, shall be paid no later than the end of the calendar year following the calendar year in which you incur such expense. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject lo liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursements or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year.

Thank you for your significant contributions to the Company and your continued engagement and execution through the merger process and following the closing of the merger transaction.


Very truly yours,

/s/ Jerre Stead
Jerre Stead
Chairman and CEO

Acknowledged and Agreed:

/s/ Todd Hyatt

Todd Hyatt

Date: July 8, 2016

Exhibit 10.69

LOGO

Letter of Assignment for Todd Hyatt

July 8, 2016

Todd Hyatt

Chief Financial Officer

IHS Global Inc.

Dear Todd,

Congratulations on your upcoming assignment to the United Kingdom. Your targeted start date is subject to your receipt of a valid work permit, applicable medical clearances and our receipt from you of a signed copy of this letter.

This Letter of Assignment does not create nor imply a contract of employment but simply seeks to confirm the conditions which pertain to your international expatriate assignment. (Herein referred to as the “Letter”) will confirm our mutual agreement relative to the terms and conditions applicable to your international expatriate assignment with IHS (herein referred to as “the Company”) to London, England.

This Letter is intended to be a summary of the terms of your assignment. This Letter may be changed from time to time as legal requirements may dictate, new practices may require, or for other reasons at the discretion of the Company. However, it is not the intent of the Company that these changes would adversely affect you in a material way.


Point of Origin (Home Country)		United States
Place of Assignment (Host Country)		United Kingdom
Position Title		CFO
Assignment Effective Date		September 1, 2016
Anticipated Duration		Two Years

Your base salary will remain the same and salary administration will be based on United States policies and practices.

The Source for Critical Information and Insight

15 Inverness Way East | Englewood, CO 80112 | USA

Tel: +1 303 790 0600 | Toll Free: + 1 800 525 7052

www.ihs.com

HOUSING

To assist you with host country housing, IHS has secured and is directly paying rent on a corporate property in London for a period of two years effective September 1, 2016.

Other non-rent monthly expenses as listed below will be paid by you and reimbursed in the form of a monthly allowance paid to you through MSI Relocation Services. This allowance will be direct deposited into an account of your choosing. These expenses will be reviewed quarterly to evaluate estimate versus actual expense to determine if an adjustment in your allowances is necessary.

•

Gas and Electric

•

Water

•

Sky TV and Broadband

•

Council Tax

COLA

To assist with cost of living differences in the UK, you will receive a monthly COLA (cost of living allowance) payment. This payment will start upon the effective month of your assignment (September 2016) and will be paid to you via MSI Relocation Services by direct deposit into an account of your choosing. This amount is based on MERCER data and will be re-evaluated on an annual basis every July.

Primary Care Home Maintenance

To assist with the care and maintenance of your primary residence in the United States, IHS will pay (via MSI) for the upkeep of your primary residence for the duration of your assignment. The frequency and specifics of that maintenance will be determined by you during your consultation with the vendor providing the service.

Pet Relocation

To assist with the transportation of your pets (two small dogs) IHS will pay the full fee to Pet Relocation Services (via MSI) for the transportation and associated services to move two pets to London, England and back to the United States upon your return.

Commuter/Transportation Allowance

IHS will provide you with a monthly transportation allowance. This allowance is to reimburse you for public transportation. This allowance will be paid to you via MSI Relocation Services by direct deposit into an account of your choosing and will be reviewed quarterly to evaluate estimate versus actual expense to determine if an adjustment is necessary.

Destination Services

You are eligible for three days (twenty-four hours) of Destination Services in London. This service can assist you things such as setting up bank accounts, establishing utilities, locating doctors or veterinarians and other general settling-in items. This service will be coordinated through MSI Relocation and paid by IHS directly.

The Source for Critical Information and Insight

15 Inverness Way East | Englewood, CO 80112 | USA

Tel: +1 303 790 0600 | Toll Free: + 1 800 525 7052

www.ihs.com

Miscellaneous Allowance

A miscellaneous allowance will be paid to you at the beginning of your assignment and at the time of repatriation to the United States. Then intention of these funds is to cover any move related expenses not covered by IHS, including deposits to set up bank accounts, utilities, meals in transit, etc. This allowance (which will be net of taxes) will be paid by MSI and can be paid in either the UK or the US into a bank account of your choosing.

Shipment of Household Goods

Upon initiation of assignment, IHS will provide shipment of household goods including packing, insurance and customs fees to London via air or surface shipment.

At the time of your repatriation to the United States, IHS will provide shipment of household goods to the United States. This service will be coordinated by MSI Relocation.

Storage

You are eligible for storage of goods in your home location for the duration of your assignment. This benefit will be coordinated through the IHS designated relocation vendor and paid directly by IHS.

Home Leave and Relocation Travel

You are eligible for three round-trip business class airline tickets per year between the United States and the United Kingdom; these tickets may be used for you and your family to travel for home leave.

You will be provided three one-way business class airline tickets to London at the beginning of your assignment and for your final relocation back to the United States. In addition, you are eligible for reimbursement of any extra baggage charges. Travel should be coordinated through the IHS travel department, and subject to our corporate travel policy.

Work Visa Sponsorship

IHS will sponsor you and your family for a United Kingdom work visa. The sponsorship will be coordinated internally the Global Mobility Manager in conjunction with the UK based Emigra Immigration team.

Health Coverage

Health coverage for you and your family will be transitioned from your current Aetna plan to the Aetna International plan that offers global coverage including the U.S. For questions and concerns regarding the Aetna International plan please the Sr. Director, Global Benefits.

Tax Equalization/Hypothetical Tax

During your foreign assignment, you will be tax equalized. The intent of tax equalization is that your ultimate tax liability will be tax neutral to that which you would have paid in the US had you not received assignment-related compensation or special tax considerations. For additional information please reference the Tax Equalization Policy Included with this letter for your reference.

For each of the years 2016-2021 (as applicable), a final tax equalization calculation will be prepared to settle your international assignment tax obligations. The mechanism to ensure that you continue to bear the same level of tax involves the deduction of a “hypothetical” home country tax. The hypothetical tax is used by the Company to settle applicable host and home country taxes. IHS will pay any taxes due over and above the hypothetical tax. For more information, please review the Tax Equalization Policy.

The Source for Critical Information and Insight

15 Inverness Way East | Englewood, CO 80112 | USA

Tel: +1 303 790 0600 | Toll Free: + 1 800 525 7052

www.ihs.com

Tax Consultation

IHS will assign a professional tax consultant to assist you with your tax preparation and returns in both the home and host countries for tax years 2016-2021 (as applicable). The tax support continues past the end of your assignment as you may be in receipt of trailing income which could relate to the period you were assigned to the UK. This will be explained in more detail during your pre assignment meeting with the tax consultant.

Acceptance of this Letter indicates your willingness to work with PwC and provide them with necessary information to complete your tax returns and calculate the tax equalization. If you do not provide this information in a timely manner and tax penalties are incurred due to this delinquency, you will be personally responsible for paying the tax penalties. IHS will not pay or reimburse these penalties for you. The tax ramifications of your international assignment require careful record keeping as well as timely submission of data. You are expected to comply with your responsibilities under the agreement and to submit requested data timely so that any assignment related reimbursements and tax equalization payments are treated as 409A exceptions. These responsibilities include the timely submission of any reimbursement requests (within 30 days) and/or to provide any personal information required for the tax equalization calculation on a timely basis (soon after the close of the year).

Conflict of Interest

By accepting this international assignment, you understand and agree that you will not engage in any employment or business enterprise that would in any way conflict with the interests of IHS Markit and/or IHS Markit affiliated companies. We recommend that you refrain from any political activity while outside of the US.

Business Conduct and Ethics

While on assignment, the Company expects the highest standards of business and personal integrity. As an ambassador of the Company, the Company’s reputation depends on you exercising sound judgment in your behavior.

Term of Assignment

The anticipated term of this assignment is September 1, 2016 through August 30, 2018.

Termination

In the event you are involuntarily terminated by the Company prior to completion of the international assignment, you will be covered under the applicable severance policy, if any. You and your family members will be repatriated to the US, based on the provisions of the IHS expatriate program.

In the event you voluntarily terminate, there is no obligation on the part of the Company to return you to the US.

We request that you acknowledge receipt of this Letter and agreement to the terms of this Letter with your signature below.

Sincerely,

/s/ Jerre Stead

Jerre Stead

Chairman and CEO


Acknowledged:	/s/ Todd Hyatt	Date:	7/7/16
	Todd Hyatt

The Source for Critical Information and Insight

15 Inverness Way East | Englewood, CO 80112 | USA

Tel: +1 303 790 0600 | Toll Free: + 1 800 525 7052

www.ihs.com

Exhibit 10.70

620 – 9 ^th Avenue

35 ^th Floor

New York, NY 10018

USA

P: +1 (212) 205-1200

F: +1 (201) 499-1818

www.markit.com

EMPLOYMENT AGREEMENT

This Employment Agreement (“ Agreement ”) is made as of July 1, 2014 (“ Effective Date ”) by and between Shane Akeroyd (“ Employee ”), and Markit North America, Inc., a Delaware Corporation, or any of its US affiliates (“ Employer ”).

WHEREAS, Employer and Employee previously entered into an employment agreement dated February 18, 2008 (“ Prior Agreement ”);

WHEREAS, Employer and Employee hereby wish to terminate the Prior Agreement and enter into this Agreement, in each case, effective as of Effective Date; and

WHEREAS, Employer wishes to continue to employ Employee and Employee wishes to continue to serve Employer upon the terms and subject to the conditions contained herein;

NOW THEREFORE, in consideration of the promises and the mutual covenants herein and other good and valuable consideration, the adequacy of which is hereby acknowledged, Employer and Employee (each, a “ Party ,” and collectively, the “ Parties ”) hereby covenant and agree as follows:

1. Employment .

(a) Employee’s employment shall continue under this Agreement commencing on the Effective Date. Employer shall continue to employ Employee and Employee shall continue to have the title of Managing Director, and shall have such duties and responsibilities as are determined and assigned by Employer from time to time. Employee shall also serve (or continue to serve) as an officer and/or director of any member of Employer Group (as defined in Section 4(a) hereof) as specified by CEO or Employer, in each case without additional compensation.

(b) Employee shall devote Employee’s whole working time and attention to Employer during the Term (as defined herein) and will not engage in any other capacity or activity which, in the sole discretion of Employer, would compete, hinder or interfere with the performance of the duties of Employee.

(c) Employment under this Agreement shall be effective as of the Effective Date and continue until terminated pursuant to the terms hereof (the ‘‘ Term ”). Employee understands, acknowledges and agrees that Employee’s employment by Employer hereunder is “at-will,” that no employment for a particular term is intended or implied, and that Employer or Employee may terminate this Agreement (and thereby terminate Employee’s employment by Employer) at any time, for any reason or for no reason, pursuant to Section 9. Nothing in this Agreement shall be construed to constitute an agreement, understanding or commitment of any kind that Employee shall continue Employee’s employment with Employer or that Employer shall continue to employ Employee.

(d) Employee’s services shall be performed principally, but not exclusively, in one of Employer’s North American offices. Employee may be required to be present, at Employer’s expense, from time to time at the office of Markit Group Limited or Markit Ltd. (collectively, “ Markit ”) in London, United Kingdom, and to travel to such locations as may be necessary for Employee’s responsibilities under this Agreement to be discharged.

Page 1 of 16

620 – 9 ^th Avenue

35 ^th Floor

New York, NY 10018

USA

P: +1 (212) 205-1200

F: +1 (201) 499-1818

www.markit.com

2. Compensation and Benefits . As complete consideration of Employee’s performance of the obligations contained in this Agreement, Employer shall pay and grant the following salary, incentive award eligibility and benefits to Employee, net of all withholdings required by law:

(a) Base Salary . Employer will pay Employee an initial annual base salary at a rate of $400,000 (US), paid semi-monthly in arrears. Employee’s base salary shall be subject to annual review by Employer but at no time be reduced unless reduced for all similarly situated executives of Employer. The annual base salary as determined herein from time to time shall constitute “ Base Salary ” for purposes of this Agreement.

(b) Annual Incentives . Employee will be eligible to participate in Markit’s discretionary annual incentive program. Payment of an annual incentive award under the program is not guaranteed; it is completely discretionary. Employee understands and acknowledges that Employee may receive an annual incentive award under the program in one (1) year but not the next. If Employee is determined to be eligible for an annual incentive award under the program in any given year, as a condition precedent to receiving the award, Employee must be actively employed by Employer on the date payments are made and satisfy all then-established criteria.

(c) Other Benefits . Employee shall be eligible to participate in such employee benefit plans, including health care benefits, disability insurance, group life insurance, and 401(k) plan, as Employer may from time to time provide to its similarly situated employees to the extent provided under the terms of such plans and subject to Employer’s right to terminate or modify any such plans at any time in its sole discretion. With respect to any share option or restricted share award granted to Employee under the Plan (as defined below), unless otherwise determined by the plan administrator at the time of grant and subject to the terms and conditions of the applicable award agreement, the vesting provisions set for on Schedule A of this Agreement shall apply. Employee understands and acknowledges that Employee’s eligibility and all other terms and conditions of Employee’s participation in Employer’s employee benefit plans will be governed by the applicable plan documents.

(d) Expenses . Employer shall reimburse Employee for reasonable expenses incurred by Employee in connection with the business of Employer in accordance with and subject to compliance with the expenses policy as Employer may adopt from time to time.

(e) Vacation . Employee shall be eligible for paid vacation time of 25 days per calendar year to be taken at such time or times as is convenient to Employer. Such vacation shall be deemed to be accrued on a pro rata basis over the course of each calendar year. Employee shall not be allowed to carry forward any unused accrued vacation time into the next calendar year, without the written permission of Employer. Any accrued unused vacation at the end of the calendar year will be forfeited and Employee will not be entitled to payment in lieu thereof. Employees who resign for any reason are eligible for payment of all accrued unused vacation time for the current year, calculated on a pro rata basis, provided they provide notice as required in Section 9(b) prior to resignation. Employees who are involuntarily terminated are eligible to receive payment of any accrued unused vacation days provided that termination was not a result of gross misconduct, gross negligence or other Cause event.

Page 2 of 16

620 – 9 ^th Avenue

35 ^th Floor

New York, NY 10018

USA

P: +1 (212) 205-1200

F: +1 (201) 499-1818

www.markit.com

3. Consequences of Termination .

(a) Severance . If Employee’s employment is terminated by Employer without Cause (as defined in Section 9(b)(ii) hereof) or by Employee for Good Reason (as defined in Section 9(b)(i) hereof), subject to Employee’s compliance with the obligations in Sections 3(c), 4, 6 and 7 hereof, and subject to Section 15(c) hereof in the case of amounts in excess of the Separation Pay Limit to the extent that the Separation Pay Limit is applicable, Employee shall receive payment of an amount equal to the quotient obtained by dividing (i) Employee’s Base Salary and Target Cash Incentive (as defined below) for the year of termination (less any salary and incentive award payments paid to Employee for employment during any period following the delivery or receipt of a written notice of termination), by (ii) twelve (12) (but not as an employee), for each month in the Severance Period (as defined in Section 3(b) hereof) following such termination of employment (the “Basic Severance”), payable in accordance with the regular payroll practices of Employer, but not less frequently than monthly, provided that the first payment shall be made on the first payroll period after the sixtieth (60th) day following such termination and shall include payment of any amounts that would otherwise be due prior thereto. Notwithstanding the foregoing, if Employee’s employment is terminated by Employer without Cause or by Employee for Good Reason within twelve (12) months after a Change in Control (as defined in the Markit Ltd. 2014 Equity Incentive Award Plan (the “Plan”)), Employee shall receive additional monthly severance payments equal to the quotient obtained by dividing (i) Employee’s Base Salary and Target Cash Incentive for the year of termination (less any salary and incentive award payments paid to Employee for employment during any period following the delivery or receipt of a written notice of termination), by (ii) twelve (12) (but not as an employee), for twelve (12) months, beginning on the same date as the Basic Severance (the “Change in Control Severance”). For the avoidance of doubt, the Change in Control Severance will be subject to the same conditions as the Basic Severance (including compliance with the obligations in Sections 3(c), 4, 6 and 7) and shall be paid concurrently with and, if applicable, in addition to the severance payments described in Section 3(a) hereof. As used herein, “ Target Cash Incentive ” shall mean Employee’s target cash incentive award, if any, to which Employee may be entitled under Section 2(b) hereof.

(b) Severance Period . The “Severance Period” shall equal one (1) month for each full calendar year of service for Employer by Employee, up to a maximum of twelve (12) months.

(c) Release; No Mitigation; No Offset . Any and all amounts payable under this Section 3 shall only be payable if Employee delivers to Employer and does not revoke a general release of claims in favor of Employer in a form to be provided by Employer (the “Release”). The Release shall be executed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following termination; provided that Employer delivers to Employee the Release within seven (7) days after termination. In no event shall Employee be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Employee under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced by any compensation earned by Employee as a result of employment by a subsequent employer.

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4. Trade Secrets and Confidential Information .

(a) During the Term, Employee acknowledges that Employee may have access to and be entrusted with confidential information regarding the business plans and operations of Employer, Markit or any of their respective parents, subsidiaries or affiliates (“ Employer Group ”), computer systems and technology, methodology and other proprietary information (collectively, “ Confidential Information ”) and trade secrets concerning any member of the Employer Group’s scientific and technical knowledge, business, price lists and customers of any member of the Employer Group (including, without limitation, their names, addresses, preferences and any other information of a private nature). The disclosure of any of such Confidential Information or trade secrets to competitors of Employer Group members or to the general public will be considered a material breach of Employee’s obligations hereunder and just cause for termination on grounds of gross misconduct.

(b) Employee acknowledges that the right to maintain the Confidential Information and trade secrets constitutes a proprietary right which members of the Employer Group are entitled to protect. Accordingly, Employee shall not, during the Term, or at any time thereafter, disclose any Confidential Information, trade secrets or other private affairs of the Employer Group members to any person or persons, firm, association or corporation, nor shall Employee use the same for any purpose other than on behalf of Employer Group members. Employee further agrees to abide by the trade secret policies of all members of the Employer Group at all times.

(c) It is considered a condition of Employee’s employment to ensure that Employer’s policy of maintaining the strictest confidentiality of Employee’s own personal compensation, both in the programs in which Employee participates and the remuneration Employee personally receives, is adhered to by Employee at all times. Employer shall not tolerate any breach of privacy and confidentiality in this regard.

(d) Nothing in this Section 4 shall prevent Employee from disclosing Confidential Information to comply with a court order or performing any statutory obligation to do so, provided that subject to applicable law, Employee gives Employer advance written notice of the disclosure and affords Employer an opportunity to seek a protective order.

5. Ownership of Developments .

(a) Generally . Employee agrees that any work of authorship, discovery, improvement, invention, design, graphic, source, HTML and other code, trade secret, technology, algorithms, computer program, audio, video or other files or content, idea, design, process, technique, know-how and data, whether or not patentable or copyrightable (“ Developments ”) which Employee makes, discovers, conceives, reduces to practice or develops (in whole or in part, either alone or jointly with others) during Employee’s employment shall be the sole property of Employer to the extent such Developments (i) pertain to any line of business activity of Employer Group members, (ii) are developed using time, material or facilities of Employer Group members, whether or not during working hours or on the premises of such Employer Group members or (iii) relate to any of Employee’s work during the course of Employee’s employment, whether or not during normal working hours.

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(b) Works Made for Hire . Employee agrees to maintain adequate and current written records and promptly disclose in writing to Employee’s immediate supervisor or direct report, or as otherwise designated by Employer, all Developments, made, discovered, conceived, reduced to practice or developed by Employee, either alone or jointly with others, during the Term. Employer shall be the sole owner of all patents, patent rights, copyrights, trade secret rights, trademark rights and all other intellectual property or other rights in connection with Developments. Employee further acknowledges and agrees that such Developments are “works made for hire” for purposes of Employer’s rights under copyright laws. Employee hereby assigns to Employer any and all rights, title and interest Employee may have or acquire in such Developments.

(c) Cooperation . Employee agrees to perform, during and after Employee’s employment, all acts deemed necessary or desirable by Employer to permit and assist it, at Employer’s expense, in further evidencing and perfecting the assignments made to Employer under this Agreement and in obtaining, maintaining, defending and enforcing patents, patent rights, copyrights, trademark rights, trade secret rights or any other rights in connection with such Developments and improvements thereto in any and all countries. Such acts may include, but are not limited to, execution of documents and assistance or cooperation in legal proceedings. Employee hereby irrevocably designates and appoints Employer and its duly authorized officers and agents, as Employee’s agents and attorney-in-fact to act for and on Employee’s behalf and instead of Employee, to execute and file any documents, applications or related findings and to do all other lawfully permitted acts to further the purposes set forth above in this Section 5, including, without limitation, the perfection of assignment and the prosecution and issuance of patents, patent applications, copyright applications and registrations, trademark applications and registrations or other rights in connection with such Developments and improvements thereto with the same legal force and effect as if executed by Employee.

(d) Assignment or Waiver of Moral Rights . Any assignment of copyright hereunder (and any ownership of a copyright as a work made for hire) includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights” (collectively “Moral Rights”). To the extent such Moral Rights cannot be assigned under applicable law and to the extent the following is allowed by the laws in the various countries where Moral Rights exist, Employee hereby waives such Moral Rights and consent to any action of Employer that would violate such Moral Rights in the absence of such consent.

(e) List of Developments . Employee has attached hereto a complete list of all existing Developments to which Employee claims ownership as of the date of this Agreement and that Employee desires to specifically clarify are not subject to this Agreement. Employee acknowledges and agrees that such list is complete. If no such list is attached to this Agreement, Employee represents that Employee has no such Developments at the time of signing this Agreement.

6. Restrictive Covenants .

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conjunction with any individual, firm, corporation, association or any entity, whether as principal, partner, director, consultant, agent, shareholder (except as a passive investor with a less than five percent (5%) shareholder of a publicly traded company), employee or in any other capacity whatsoever, act in any management, sales or business development capacity for a business (such business, a “ Competitive Business ”) in competition with any business conducted by Employer Group members in which Employee was involved or had access to Confidential Information within the previous one (1) year period in any state of the United States or province of Canada in which any Employer Group member has done business during the twelve (12) months immediately preceding the termination of Employee’s employment. Without limiting the generality of the foregoing, and solely for purposes of providing examples, certain of the companies and businesses that the parties agree constitute Competitive Businesses are listed in Schedule B attached hereto.

(b) Non-Solicitation of Employees . During the Restricted Period, regardless of the circumstances of the termination of such employment or any claim that Employee may have against Employer under this Agreement or otherwise, Employee shall not, for Employee’s or on behalf of any other person or entity, directly or indirectly offer employment to or hire any employee of any member of the Employer Group or solicit any such person to terminate their employment with any member of the Employer Group or enter into an employment relationship or become an independent contractor of Employee or any other person or entity.

(c) Non-Solicitation of Customers . During the Restricted Period, regardless of the circumstances of the termination of such employment or any claim that Employee may have against Employer under this Agreement or otherwise, Employee shall not solicit, induce or attempt to solicit or induce any client or customer (including, without limitation, any potential client or customer) of any Employer Group member to cease or reduce doing business with any Employer Group member, or in any way interfere or attempt to interfere with the relationship between any such client/customer, on the one hand, and any Employer Group member, on the other hand.

(d) Non-Disparagement . During the Term and thereafter, Employee agrees not to make negative comments or otherwise disparage any member of the Employer Group or any of their respective officers, directors, employees, shareholders, agents, services or products, in any manner likely to be harmful to them or their business, business reputation or personal reputation. During the Term and thereafter (other than any termination for Cause), Employer agrees to instruct its executive officers not to make negative comments or otherwise disparage Employee in any manner likely to be harmful to Employee’s reputation. For purposes of this Section 6(d), disparagement does not include (i) compliance with legal process or subpoenas to the extent only truthful statements are rendered in such compliance attempt, or (ii) statements made in response to an inquiry from a court or regulatory body.

(e) Injunctive Relief . Employee acknowledges that any breach of the provisions contained in Section 4 hereof and this Section 6 may result in serious and irreparable injury. Therefore, Employee acknowledges and agrees that in the event of a breach by Employee, Employer shall be entitled, in addition to any other remedy at law or in equity to which Employer may be entitled, to equitable relief against Employee, including an injunction to restrain Employee from such breach and to compel compliance with the obligations of Employee hereunder.

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(f) Understanding of Covenants .

(i)

Employee acknowledges that, in the course of Employee’s employment with Employer and/or members of the Employer Group and their respective predecessors, Employee has become familiar, or will become familiar with Employer’s and the Employer Group’s and their respective predecessors’ trade secrets and with other confidential and proprietary information concerning Employer, the Employer Group, and their respective predecessors and that Employee’s services have been and will be of special, unique and extraordinary value to Employer and the Employer Group. Employee agrees that the foregoing covenants set forth in Section 4 and 6(a) through 6(d) (collectively, the “ Restrictive Covenants ”) are reasonable and necessary to protect Employer’s and the Employer Group’s trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations.

(ii)

Employee understands that the foregoing restrictions may limit Employee’s ability to earn a similar amount of compensation in a business similar to the business of Employer or the Employer Group, but Employee nevertheless believes that Employee has received and will receive sufficient consideration and other benefits as an employee of Employer and as otherwise provided hereunder to justify such restrictions which, in any event (given Employee’s education, skills and ability), Employee does not believe would prevent Employee from earning a living.

(iii)

Notwithstanding anything herein to the contrary, if Employee becomes entitled to, and is receiving, Basic Severance payments pursuant to Section 3(a) hereof, and the Severance Period lapses prior to the end of the Restricted Period (such period beginning on the date of such lapse and ending on the last day of the Restricted Period, the “Gap Period”), provided that Employee is not entitled to any Change in Control Severance payments, the restrictions imposed upon Employee under Section 6(a) hereof shall not apply to Employee during the Gap Period unless Employer elects, in its sole discretion, to continue to pay to Employee such Basic Severance payment amounts during the Gap Period.

7. Return of Employer ’ s Property . Employee acknowledges that all items of any and every nature or kind created or used by Employee pursuant to Employee’s employment under this Agreement, or furnished by Employer to Employee, and all equipment, books, software, records, reports, files, manuals, literature, Confidential Information or other materials shall remain and be considered the exclusive property of Employer at all times and shall be surrendered to Employer, in good condition, promptly upon the termination of Employee’s employment regardless of the circumstances of the termination of Employee’s employment or any claim that Employee may have against Employer under this Agreement or otherwise, or at any earlier time upon request of Employer. In furtherance thereof, Employee shall cause all data files created by or for Employee to be stored in digital form on Employer’s computers.

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8. Severability and Consequences of Invalid Terms . If any provision or part thereof of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement and the remaining provisions of this Agreement shall remain in full force and effect, except that in lieu of each such illegal, invalid or unenforceable provision, there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and yet be legal, valid and enforceable.

9. Termination .

(a) Employee understands that Employer is an “at-will” Employer and as such employment with Employer is not for a fixed term or definite period and may be terminated at the will of either party, with or without cause, and without prior notice.

(b) Employee’s employment pursuant to this Agreement may be terminated at any time in the following manner in the specified circumstances:

(i) by Employee for Good Reason or any other reason. Employee may resign employment with Employer upon six (6) months’ prior written notice to Employer, which Employer may waive, in whole or in part. Employee shall have “Good Reason” for resignation within thirty (30) days after the occurrence (without Employee’s consent) of any of the following: (1) a material diminution of Employee’s rate of Base Salary or other material failure to provide the compensation due pursuant to this Agreement; (2) a material diminution in Employee’s authority, duties, or responsibilities, or title; or (3) a material breach by Employer of this Agreement, provided, however, that any such condition or conditions, as applicable shall not constitute grounds for Good Reason unless both (x) Employee provides written notice to Employer of the condition claimed to constitute grounds for a Good Reason within sixty (60) days of the initial existence of such condition(s), and (y) Employer fails to remedy such condition(s) within thirty (30) days of receiving such written notice thereof; and provided, further, that in all events the termination of Employee’s employment with Employer shall not constitute a Good Reason unless such termination occurs not more than [two hundred and ten (210) days] following the initial existence of the condition claimed to constitute grounds for a Good Reason.

(ii) by Employer for Cause (as defined in the Plan) or without Cause, immediately upon notice.

(c) Subject to any limitations imposed under Code Section 409A (as defined in Section 15(b) hereof), Employee hereby authorizes Employer to deduct from any payment, any amounts properly owed to Employer by Employee by reason of advances or loans made for the benefit of the Employee.

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10. Enforcement .

(a) Any violation by Employee of any of the ownership of developments, confidentiality, non-competition, non-solicitation, and return of property provisions hereunder could cause irreparable injury to Employer, and Employee agrees that there would be no adequate remedy at law for such violation. Employer shall therefore have the right, in addition to any other remedies available to it at law or in equity, to seek to enjoin Employee in a court of equity from violating such provisions. Such provisions and Employer’s right to enforce them by injunction also survive the termination of this Agreement.

(b) Any suit or proceeding arising under this Agreement shall be brought solely in a federal or state court sitting in the State of New York, except for any suit or proceeding seeking an equitable remedy hereunder, which may be brought in any court of competent jurisdiction. By Employee’s execution hereof, Employee hereby consents and irrevocably submits to the jurisdiction of the federal and state courts having general jurisdiction over the State of New York, and agrees that any process in any suit or proceeding commenced in such courts under this Agreement may be served upon Employee personally, by certified mail, return receipt requested, or by courier service, with the same full force and effect as if personally served upon Employee in the county in which Employee is employed. Each of the Parties waives any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense of lack of jurisdiction with respect thereto.

11. Recoupment . Notwithstanding anything to the contrary in this Agreement or any equity or other compensation award agreement between Employee and Employer, the Employee hereby acknowledge and agree that all compensation paid to him or her by Employer, whether in the form of cash, equity or any other form of property, will be subject to any compensation recapture policies established by Employer from time to time, in its sole discretion, in order to comply with law, rules or other regulatory requirements applicable to Employer or its employees including without limitation any such policy that is intended to comply with (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules and regulations promulgated thereunder and (ii) the Remuneration Code published by the UK Financial Services Authority.

12. Assistance in Litigation . During the Term and thereafter, Employee shall upon reasonable notice, furnish such information and proper assistance to Employer as it may reasonably require in connection with any litigation in which it is, or may become, a party either during or after employment.

13. Employer Authorization for Publication . Prior to Employee’s submitting or disclosing any material prepared by Employee that incorporates information that concerns Employer’s business or anticipated research for possible publication or dissemination outside Employer, Employee agrees to deliver a copy of such material to an officer of Employer for his or her review. Within twenty (20) days following such submission, Employer agrees to notify Employee in writing whether Employer believes such material contains any Confidential Information or trade secrets, and Employee agrees to make such deletions and revisions as are requested by Employer to protect its Confidential Information or trade secrets. Employee further agrees to obtain the written consent of Employer prior to any review of such material by persons outside Employer.

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14. Former Employer Information . Employee represents that Employee’s performance of all the terms of this Agreement and as an employee of Employer does not and shall not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by Employee in confidence or in trust prior to Employee’s employment by Employer. Employee shall not disclose to Employer or induce Employer to use any confidential or proprietary information or material belonging to any previous employers or others. Employee has not entered into, and agrees not to enter into, any agreement, either written or oral, in conflict herewith or in conflict with Employee’s employment with Employer. Employee further agrees to conform to the rules and regulations of Employer.

15. Tax Matters .

(a) In the event that Employee is subject to the so-called “golden parachute” excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (“Code”), Employee shall be subject to having Employee’s payments under this Agreement reduced if, and only if, such a reduction would place Employee in a better after-tax position than without such reduction (otherwise, Employee shall be permitted to retain all payments without reduction).

(b) The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Code Section 409A and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event whatsoever shall Employer be liable for any additional tax, interest or penalty that may be imposed on Employer by Code Section 409A or any damages for failing to comply with Code Section 409A.

(c) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “non-qualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of Employee, and (B) the date of Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. For purposes of this Agreement, the term “Separation Pay Limit” shall mean, two (2) times the lesser of (i) Employee’s annualized compensation based on Employee’s annual rate of pay for the taxable year of Employee preceding the taxable year in which Employee has a “separation from service,” and (ii) the maximum amount that may be taken into account under a tax qualified plan pursuant to Code Section 401(a)(17) for the year in which Employee incurs a “separation from service.”

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(d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Employee’s taxable year following the taxable year in which the expense occurred.

(e) For purposes of Code Section 409A, Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of Employer.

(f) Employer may withhold from any and all amounts payable under this Agreement such federal, state, local, and foreign taxes as may be required to be withheld pursuant to any applicable law or regulation.

16. Miscellaneous .

(a) Assignment of Rights . This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective personal representatives, executors, administrators, successors and assigns, except that Employee shall not be entitled to assign any of Employee’s duties of performance hereunder, and shall not be entitled to assign any of Employee’s rights hereunder where such assignment is prohibited by applicable law. For the avoidance of doubt, any payments due to the Employee if not completed prior to Employee’s death shall continue to be paid to the Employee’s estate under the terms and conditions hereunder. Employer shall have the right to assign its rights and obligations under this Agreement to a corporation to be owned or controlled by it or its affiliates formed for the purpose of doing business in the United States.

(b) Currency . Unless otherwise noted, all dollar amounts referred to in this Agreement are in U.S. funds.

(c) Amendment of Agreement . This Agreement may be altered or amended at any time by the mutual consent in writing of the Parties hereto.

(d) Time of Essence . Time shall be of the essence hereof.

(e) Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law rules contained therein.

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(f) Execution and Multiple Counterparts . This Agreement shall not become effective and binding until fully executed by both Parties. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original for all purposes, but all of which together shall constitute one and the same instrument.

(g) Entire Agreement . This Agreement constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, understandings and discussions, whether oral or written (including without limitation, the Prior Agreement), and there are no other warranties, agreements or representations between the Parties except as expressly set forth herein. To the extent that language in any other company agreement between the Parties contradicts this Agreement, the language of this Agreement shall control.

(h) Independent Legal Advice . Employee acknowledges that Employee has read and understands the Agreement and acknowledges that Employee has had the opportunity to obtain independent legal advice regarding the terms of the Agreement and its legal consequences.

(i) Waiver of Breach . The waiver by either Party of a breach of any provision of this Agreement by the other shall not operate or be construed as a waiver of any subsequent breach.

(j) Notices . Any notices required or permitted to be given under this Agreement shall be in writing, to the Party to whom the notice is to be given at the following address:

If to Employer,

Markit North America, Inc.

620 – 8 ^th Avenue

35 ^th Floor

New York, NY 10018

Attn: Rajeev Syal

With a copy to,

Proskauer Rose LLP

Eleven Times Square

New York, NY 10036

Attn: Ira G. Bogner

If to Employee,

Shane Akeroyd

Notices shall be effective (i) on the date delivered, if delivered by personal delivery with written acknowledgement of receipt, or, by confirmed facsimile transmits on; or (ii) the third (3rd) business day after mailing by next-day express courier, with delivery costs and fees prepaid, addressed to each of the Parties at the respective address set forth above (or at such other address as such Party may designate by ten (10) days’ advance notice similarly given to the other Party).

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(k) Interpretation . Words used in this Agreement in the singular shall be deemed to include the plural and vice versa. Similarly, the masculine shall be deemed to include the feminine or neutral gender and vice versa. Headings are for convenience of reference only and shall not limit or otherwise affect or be used in the construction of any of the terms or provisions hereof. Provisions of this Agreement shall not be construed more strongly against either Party regardless of who is responsible for the preparation or language thereof.

(l) Survivability . The provisions of this Agreement which by their terms call for performance subject to termination of Employee’s employment, or of this Agreement, shall so survive such termination.

(m) No Defense . The existence of any claim, demand, action or cause of action of Employee against Employer, whether or not based on this Agreement, will not constitute a defense to the enforcement by Employer (or any other applicable member of Employer Group) of any covenant or agreement of Employee contained in Sections 4 and 6 herein.

(n) No Attachment . Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge or hypothecation, or to execution, attachment, levy or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void and of no effect.

(o) Source of Payments . All payments provided under this Agreement shall be paid in cash from the general funds of Employer, and no special or separate fund shall be established and no other segregation of assets shall be made to assure payment.

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IN WITNESS WHEREOF, this Agreement has been executed by the Parties hereto as of the date first written above.


MARKIT NORTH AMERICA, INC.

By:		/s/ Rajeev Syal
		Rajeev Syal
		Global Head of Human Resources

SHANE AKEROYD

By:		/s/ Shane Akeroyd

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Schedule A

Vesting Schedule

The share option or restricted share award shall vest in [three equal annual instalments on the first, second, and third, anniversaries of the date of grant] [five equal instalments on the first, second, third, fourth and fifth anniversaries of the date of grant]; provided, however, that, if your employment is terminated by the Company without Cause or by you for Good Reason, then any unvested portion of such award that would have vested within the 12-month period immediately following such termination as if you had not experienced a termination of employment, shall vest in full immediately upon the date of such termination; and provided, further, however, that if such termination occurs within the twelve (12) month period commencing on and following a Change in Control, then 100% of such award shall vest in full immediately upon the date of such termination.

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Schedule B

Competitive Businesses

•

The McGraw-Hill Companies Inc.

•

IHS, Inc,

•

MSCI, Inc.

•

Nasdaq OMX Group Inc.

•

Morningstar, Inc.

•

Verisk Analytics, Inc.

•

MarketAxess Holdings Inc.

•

CME Group Inc.

•

Intercontinental Exchange, Inc.

•

FactSet Research Systems Inc.

•

Thomson Reuters Corporation

•

Bloomberg LP.

•

ICAP plc

•

Interactive Data Corporation

Page 16 of 16

Exhibit 10.71

MARKIT NORTH AMERICA, INC.

AMENDMENT TO EMPLOYMENT CONTRACT

Amendment dated as of July 11, 2016 (this “ Amendment ”) to the Employment Agreement dated as of July 1, 2014 (the “ Current Agreement ”) between Markit North America, Inc. (the “ Company ”) and Shane Akeroyd (“ Executive ”).

W I T N E S S E T H

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

WHEREAS , in connection with the transactions contemplated by the Merger Agreement (the “ Merger ”), the Company and Executive have agreed to amend the terms and conditions of the continued employment of Executive by the Company.

NOW THEREFORE , for good and valuable consideration, the receipt of which is hereby by acknowledged by each of the parties, the Company and Executive hereby agree as follows:

AMENDMENTS

(a) Section 3(a) of the Current Agreement is hereby amended and restated as follows:

“(a) Severance . If Employee’s employment is terminated by Employer without Cause (as defined in Section 9(b)(ii) hereof) or by Employee for Good Reason (as defined in Section 9(b)(i) hereof), subject to Employee’s compliance with the obligations in Sections 3(c), 4, 6 and 7 hereof, and subject to Section 15(c) hereof in the case of amounts in excess of the Separation Pay Limit to the extent that the Separation Pay Limit is applicable, Employee shall receive payment of an amount equal to the quotient obtained by dividing (i) Employee’s Base Salary and Target Cash Incentive (as defined below) for the year of termination (less any salary and incentive award payments paid to Employee for employment during any period following the delivery or receipt of a written notice of termination), by (ii) twelve (12) (but not as an employee), for each month in the Severance Period (as defined in Section 3(b) hereof) following such termination of employment (the “ Basic Severance ”), payable in accordance with the regular payroll practices of Employer, but not less frequently than monthly, provided that the first payment shall be made on the first payroll period after the sixtieth (60th) day following such termination and shall include payment of any amounts that would otherwise be due prior thereto. Notwithstanding the foregoing, if Employee’s employment is terminated by Employer without Cause or by Employee for Good Reason within twenty-four (24) months after a Change in Control (as defined in the Markit Ltd. 2014 Equity Incentive Award Plan (the “ Plan ”)), Employee shall receive additional monthly severance payments equal to the quotient obtained by dividing (i) Employee’s Base Salary and Target Cash Incentive for the year of termination (less any salary and incentive award payments paid to Employee for employment during any period following the delivery or receipt of a written notice of termination), by (ii) twelve (12) (but not as an employee), for twelve (12)

months, beginning on the same date as the Basic Severance (the “Change in Control Severance”). For the avoidance of doubt, the Change in Control Severance will be subject to the same conditions as the Basic Severance (including compliance with the obligations in Sections 3(c), 4, 6 and 7) and shall be paid concurrently with and, if applicable, in addition to the severance payments described in Section 3(a) hereof. For purposes of this Agreement, “ Target Cash Incentive ” shall mean Employee’s target cash incentive award, if any, to which Employee may be entitled under Section 2(b) hereof.

If Employee’s employment is terminated by Employer without Cause or by Employee for Good Reason within twenty-four (24) months after the Closing Date (as defined below), (x) any outstanding equity awards granted to Employee under the Plan or the Markit Key Employee Incentive Program (the “ KEIP ”) will vest on the date Employee’s employment terminates; provided , however , that if such termination occurs more than twelve (12) months after the Closing Date, only equity awards granted to Employee under the Plan or the KEIP that were outstanding on or prior to the Closing Date will vest, and (y) any Plan or KEIP stock option awards held by Employee that vest in accordance with this sentence as a result of the termination of Employee’s employment or were otherwise previously vested, will remain outstanding until the earlier of (i) twelve (12) months after the termination of Employee’s employment and (ii) the expiration of their originally scheduled term as set forth in the applicable Plan or KEIP award documentation. For purposes of this Agreement, the “ Closing Date ” has the meaning set forth in the Agreement and Plan of Merger, dated as of March 20, 2016, among Markit Ltd., Marvel Merger Sub, Inc. and IHS, Inc.”

EFFECTIVENESS OF AMENDMENT

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

***********

[ Remainder of Page Left Intentionally Blank ]

In witness whereof this Amendment has been executed by the parties hereto.


/s/ Shane Akeroyd		October 5, 2016
Shane Akeroyd		Date:

*Markit North America, Inc.*

By:	/s/ Lance Uggla	7/11/2016
Name:	Lance Uggla	Date:
Title:	Chairman and Chief Executive Officer

Accepted and Agreed:
*Markit Ltd.*

By:	/s/ Lance Uggla	7/11/2016
Name:	Lance Uggla	Date:
Title:	Chairman and Chief Executive Officer

Exhibit 10.72

Suite 1502

Level 15

Prosperity Towers

39 Queen’s Road Central

Central

Hong Kong

+852 3726 7000 Phone

ihsmarkit.com

29 September 2016

STRICTLY PRIVATE AND CONFIDENTIAL

Shane Akeroyd

Via email

Dear Shane

We are pleased to confirm your transfer from Markit North America Inc. to Markit Group (Hong Kong) Limited (the Company) based in Hong Kong as an Executive Vice President, Global Account Management and Regional Head of Asia Pacific based at Suite 1502, Level 15, Prosperity Towers, 39 Queen’s Road Central, Central Hong Kong. This appointment will take effect from 1 November 2016, provided you have a relevant work permit, and forms part of your continuous service with the Group (as defined in the enclosed Contract of Employment with the Company), which commenced on 18 February 2008.

Your terms and conditions of employment are contained in this transfer letter and the Contract of Employment.

Remuneration

Your base salary will be HK$4,460,000 per annum.

With effect from 1 December 2016 (or one month following the commencement of your employment in Hong Kong in the event that your start date changes), you will receive a housing allowance of HK$1,120,000 per annum.

You will be eligible to participate in the Company’s discretionary bonus plan. The bonus plan is intended to ensure that your total compensation remains competitive with market levels and is reflective of your individual job performance, the results of your business and Markit Group as a whole. Payment of an award in any given year is subject to approval by the board of the Company as well as to your continued satisfactory performance and active employment with us on the date payments are made. The Company reserves the right to unilaterally review and modify the terms and operation of the bonus plan from year to year.

All compensation is subject to any statutory withholdings.

Markit Group (Hong Kong) Limited / Company no. 1487427

Suite 1502, Level 15, Prosperity Towers. 39 Queen’s Road Central, Central. Hong Kong

Employee benefits

Upon commencement of your employment, you are immediately eligible for the following benefits:

•

20 days’ annual holiday per annum (immediately eligible and pro rated for partial year’s service) (inclusive of all statutory annual leave under the Employment Ordinance (Chapter 57 of the laws of Hong Kong)).

•

Participation in the Company’s Mandatory Provident Fund scheme.

•

Private medical cover for you and your immediate family (spouse and children).

•

Life insurance for you in the amount of four times your base salary.

•

Gym / sports club reimbursement up to HK$4,800.

Your eligibility for any benefits offered by the Company is subject in all cases to any eligibility requirements imposed by the provider, and is subject to the terms and conditions, or rules, of the various plans as amended from time to time. The level of insurance cover is at the discretion of the Company and subject to change. Further details of the current schemes available will be given to you at the start of your employment.

Relocation

Immigration assistance

The Company will pay for any reasonable immigration, consulting, legal and processing fees for your move to Hong Kong, either directly or claimed in accordance with the Company’s expense policy.

Relocation benefit

The Company will meet the reasonable cost of relocating you and any relocating dependents up to the value of one month’s Hong Kong gross base salary. You will be provided with a list of relocation companies that provide a wide range of services such as shipping, storage, home searches and furniture rental. Where possible, the relocation company will invoice the Company directly for services taken within your relocation benefit, otherwise you should claim reimbursement via the normal expenses process.

Should you leave the Company on a voluntary basis or as a consequence of gross misconduct within two years of your start date with the Company, you will be required to repay all or some of your utilised relocation benefit as follows:

•

If you leave within 1 year of your start date -100% of the utilised relocation benefit

•

If you leave after 1 year but within 2 years of your start date - 50% of the utilised relocation benefit

Flights

The Company will meet the cost of a flight to Hong Kong for you and any relocating dependents. Your flights should be booked in line with the Global Travel and Expense Policy.

Temporary accommodation

Temporary accommodation will be provided for up to four weeks upon arrival if required, unless you have already secured permanent accommodation in Hong Kong. Please contact MK-Travel Booking if accommodation is required so bookings can be made in advance.

/ 2

Taxes

You will be responsible for any tax due on your remuneration.

Tax support

The Company will arrange for its designated tax services provider to provide you with the necessary tax assistance and consultations in the United States, United Kingdom and Hong Kong in the year of transfer only.

The fees for these specific services have been negotiated and agreed by the Group and may not be exceeded nor applied to an alternative provider.

We encourage you to discuss the tax implications of your transfer with the tax adviser. To assist the tax adviser with your tax filings we will provide summaries of your salary and benefits. However, you are responsible for your personal tax returns and you should make sure these returns are complete, accurate and submitted on time to the relevant authorities.

Tax return assistance for partners or dependents will not be authorised.

Claiming expenses

This may be done by an expense claim submitted via the Expenses team supported by receipts/invoices.

All relocation expenses must be claimed within three months of relocating and being incurred as per the expenses policy. They must be authorised by your line manager and Human Resources who will monitor the expenditure against the Company’s policy and any agreed individual restrictions.

Documents

For your review and completion, we enclose:

•

two copies of your Contract of Employment both of which are to be signed and one returned to us confirming your agreement) and;

•

a duplicate copy of this offer letter (one to be signed and returned to us and the other retained for your records).

Please carefully review each of the documents and complete and return them all to us as soon as possible. Please note that the terms of the Contract of Employment shall prevail in the event of a conflict with the terms of this letter.

Commencement of employment

Your commencement of employment with the Company is conditional upon and subject to you being legally entitled to live and work in Hong Kong. As such, prior to your first day of employment you will be required to provide us with necessary documents to verify your ability to work in Hong Kong. If you do not, you may be prevented from commencing employment until you do so. Your ongoing employment with the Company is conditional upon you retaining the right to reside and work in Hong Kong. If you lose such right, then your employment will terminate automatically without any compensation to you.

/ 3

Time for acceptance

If we have not received your decision by 5th October 2016 this offer will lapse.

We are confident you will find the position to be both challenging and rewarding.

Yours sincerely,

/s/ Jane Monkhouse

Jane Monkhouse

Director, Human Resources

Markit Group (Hong Kong) Limited

Acceptance

I acknowledge the above contents and confirm that I understand, accept and agree to the above terms and conditions


/s/ Shane Akeroyd				5/10/2016
SHANE AKEROYD				DATE

/ 4

Exhibit 10.73

620 – 8 ^th Avenue

35 ^th Floor

New York, NY 10018

USA

P : +1 (212) 205-1200

F : +1 (201) 499-1818

www.markit.com

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made as of July 1, 2014 (“ Effective Date ”) by and between Adam J. Kansler (“ Employee ”), and Markit North America, Inc., a Delaware Corporation, or any of its US affiliates (“ Employer ”).

WHEREAS, Employer and Employee previously entered into an employment agreement dated June 2, 2009 (“ Prior Agreement ”);

WHEREAS, Employer and Employee hereby wish to terminate the Prior Agreement and enter into this Agreement, in each case, effective as of Effective Date; and

WHEREAS, Employer wishes to continue to employ Employee and Employee wishes to continue to serve Employer upon the terms and subject to the conditions contained herein;

1. Employment .

(c) Employment under this Agreement shall be effective as of the Effective Date and continue until terminated pursuant to the terms hereof (the “ Term ”). Employee understands, acknowledges and agrees that Employee’s employment by Employer hereunder is “at-will,” that no employment for a particular term is intended or implied, and that Employer or Employee may terminate this Agreement (and thereby terminate Employee’s employment by Employer) at any time, for any reason or for no reason, pursuant to Section 9. Nothing in this Agreement shall be construed to constitute an agreement, understanding or commitment of any kind that Employee shall continue Employee’s employment with Employer or that Employer shall continue to employ Employee.

(a) Base Salary . Employer will pay Employee an initial annual base salary at a rate of $400,000 (US), paid semi-monthly in arrears. Employee’s base salary shall be subject to annual review by Employer but at no time be reduced unless reduced for all similarly situated executives of Employer. The annual base salary as determined herein from time to time shall constitute “ Base Salary ” for purposes of this Agreement.

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(b) Annual Incentives . Employee will be eligible to participate in Markit’s discretionary annual incentive program. Payment of an annual incentive award under the program is not guaranteed; it is completely discretionary. Employee understands and acknowledges that Employee may receive an annual incentive award under the program in one (1) year but not the next. If Employee is determined to be eligible for an annual incentive award under the program in any given year, as a condition precedent to receiving the award, Employee must be actively employed by Employer on the date payments are made and satisfy all then-established criteria.

(c) Other Benefits . Employee shall be eligible to participate in such employee benefit plans, including health care benefits, disability insurance, group life insurance, and 401(k) plan, as Employer may from time to time provide to its similarly situated employees to the extent provided under the terms of such plans and subject to Employer’s right to terminate or modify any such plans at any time in its sole discretion. With respect to any share option or restricted share award granted to Employee under the Plan (as defined below), unless otherwise determined by the plan administrator at the time of grant and subject to the terms and conditions of the applicable award agreement, the vesting provisions set for on Schedule A of this Agreement shall apply. Employee understands and acknowledges that Employee’s eligibility and all other terms and conditions of Employee’s participation in Employer’s employee benefit plans will be governed by the applicable plan documents.

(e) Vacation . Employee shall be eligible for paid vacation time of 25 days per calendar year to be taken at such time or times as is convenient to Employer. Such vacation shall be deemed to be accrued on a pro rata basis over the course of each calendar year. Employee shall not be allowed to carry forward any unused accrued vacation time into the next calendar year, without the written permission of Employer. Any accrued unused vacation at the end of the calendar year will be forfeited and Employee will not be entitled to payment in lieu thereof. Employees who resign for any reason are eligible for payment of all accrued unused vacation time for the current year, calculated on a pro rata basis, provided they provide notice as required in Section 9(b) prior to resignation. Employees who are involuntarily terminated are eligible to receive payment of any accrued unused vacation days provided that termination was not a result of gross misconduct, gross negligence or other Cause event.

3. Consequences of Termination .

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termination (less any salary and incentive award payments paid to Employee for employment during any period following the delivery or receipt of a written notice of termination), by (ii) twelve (12) (but not as an employee), for twelve (12) months, beginning on the same date as the Basic Severance (the “Change in Control Severance”). For the avoidance of doubt, the Change in Control Severance will be subject to the same conditions as the Basic Severance (including compliance with the obligations in Sections 3(c), 4, 6 and 7) and shall be paid concurrently with and, if applicable, in addition to the severance payments described in Section 3(a) hereof. As used herein, “ Target Cash Incentive ” shall mean Employee’s target cash incentive award, if any, to which Employee may be entitled under Section 2(b) hereof.

(b) Severance Period . The “Severance Period” shall equal one (1) month for each full calendar year of service for Employer by Employee, up to a maximum of twelve (12) months.

(c) Release; No Mitigation; No Offset . Any and all amounts payable under this Section 3 shall only be payable if Employee delivers to Employer and does not revoke a general release of claims in favor of Employer in a form to be provided by Employer (the “Release”). The Release shall be executed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following termination; provided that Employer delivers to Employee the Release within seven (7) days after termination. In no event shall Employee be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Employee under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced by any compensation earned by Employee as a result of employment by a subsequent employer.

4. Trade Secrets and Confidential Information .

5. Ownership of Developments .

(a) Generally . Employee agrees that any work of authorship, discovery, improvement, invention, design, graphic, source, HTML and other code, trade secret, technology, algorithms, computer

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program, audio, video or other files or content, idea, design, process, technique, know-how and data, whether or which Employee makes, discovers, conceives, reduces to practice or develops (in whole or in part, either alone or jointly with others) during Employee’s employment shall be the sole property of Employer to the extent such Developments (i) pertain to any line of business activity of Employer Group members, (ii) are developed using time, material or facilities of Employer Group members, whether or not during working hours or on the premises of such Employer Group members or (iii) relate to any of Employee’s work during the course of Employee’s employment, whether or not during normal working hours.

(b) Works Made for Hire . Employee agrees to maintain adequate and current written records and promptly disclose in writing to Employee’s immediate supervisor or direct report, or as otherwise designated by Employer, all Developments, made, discovered, conceived, reduced to practice or developed by Employee, either alone or jointly with others, during the Term. Employer shall be the sole owner of all patents, patent rights, copyrights, trade secret rights, trademark rights and all other intellectual property or other rights in connection with Developments. Employee further acknowledges and agrees that such Developments are “works made for hire” for purposes of Employer’s rights under copyright laws. Employee hereby assigns to Employer any and all rights, title and interest Employee may have or acquire in such Developments.

(d) Assignment or Waiver of Moral Rights . Any assignment of copyright hereunder (and any ownership of a copyright as a work made for hire) includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights” (collectively “Moral Rights”). To the extent such Moral Rights cannot be assigned under applicable law and to the extent the following is allowed by the laws in the various countries where Moral Rights exist, Employee hereby waives such Moral Rights and consent to any action of Employer that would violate such Moral Rights in the absence of such consent.

(e) List of Developments . Employee has attached hereto a complete list of all existing Developments to which Employee claims ownership as of the date of this Agreement and that Employee desires to specifically clarify are not subject to this Agreement. Employee acknowledges and agrees that such list is complete. If no such list is attached to this Agreement, Employee represents that Employee has no such Developments at the time of signing this Agreement.

6. Restrictive Covenants .

(a) Non-Competition . Employee shall not, without prior written consent of Employer, during the Term and for a period of twelve (12) months thereafter (“Restricted Period”), regardless of the circumstances of the termination of Employee’s employment or any claim that he may have against Employer under this Agreement or otherwise, either alone or in conjunction with any individual, firm, corporation, association or any entity, whether as principal, partner, director, consultant, agent, shareholder (except as a passive investor with a less than five percent (5%) shareholder of a publicly traded company), employee or in any other capacity whatsoever, act in any management, sales or business development capacity for a business (such business, a “ Competitive Business ”) in competition with any business conducted by Employer Group members in which

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35 ^th Floor

New York, NY 10018

USA

P : +1 (212) 205-1200

F : +1 (201) 499-1818

www.markit.com

Employee was involved or had access to Confidential Information within the previous one (1) year period in any state of the United States or province of Canada in which any Employer Group member has done business during the twelve (12) months immediately preceding the termination of Employee’s employment. Without limiting the generality of the foregoing, and solely for purposes of providing examples, certain of the companies and businesses that the parties agree constitute Competitive Businesses are listed in Schedule B attached hereto.

(b) Non-Solicitation of Employees . During the Restricted Period, regardless of the circumstances of the termination of such employment or any claim that Employee may have against Employer under this Agreement or otherwise, Employee shall not, for Employee’s or on behalf of any other person or entity, directly or indirectly offer employment to or hire any employee of any member of the Employer Group or solicit any such person to terminate their employment with any member of the Employer Group or enter into an employment relationship or become an independent contractor of Employee or any other person or entity.

(c) Non-Solicitation of Customers . During the Restricted Period, regardless of the circumstances of the termination of such employment or any claim that Employee may have against Employer under this Agreement or otherwise, Employee shall not solicit, induce or attempt to solicit or induce any client or customer (including, without limitation, any potential client or customer) of any Employer Group member to cease or reduce doing business with any Employer Group member, or in any way interfere or attempt to interfere with the relationship between any such client/customer, on the one hand, and any Employer Group member, on the other hand.

(e) Injunctive Relief . Employee acknowledges that any breach of the provisions contained in Section 4 hereof and this Section 6 may result in serious and irreparable injury. Therefore, Employee acknowledges and agrees that in the event of a breach by Employee, Employer shall be entitled, in addition to any other remedy at law or in equity to which Employer may be entitled, to equitable relief against Employee, including an injunction to restrain Employee from such breach and to compel compliance with the obligations of Employee hereunder.

(f) Understanding of Covenants .

(i)

Employee acknowledges that, in the course of Employee’s employment with Employer and/or members of the Employer Group and their respective predecessors, Employee has become familiar, or will become familiar with Employer’s and the Employer Group’s and their respective predecessors’ trade secrets and with other confidential and proprietary information concerning Employer, the Employer Group, and their respective predecessors and that Employee’s services have been and will be of special, unique and extraordinary value to Employer and the Employer Group. Employee agrees that the foregoing covenants set forth in Section 4 and Sections 6(a) through 6(d) (collectively, the “ Restrictive Covenants ”) are reasonable and necessary to protect Employer’s and the Employer Group’s trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations.

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35 ^th Floor

New York, NY 10018

USA

P : +1 (212) 205-1200

F : +1 (201) 499-1818

www.markit.com

(ii)

(iii)

7. Return of Employer’s Property . Employee acknowledges that all items of any and every nature or kind created or used by Employee pursuant to Employee’s employment under this Agreement, or furnished by Employer to Employee, and all equipment, books, software, records, reports, files, manuals, literature, Confidential Information or other materials shall remain and be considered the exclusive property of Employer at all times and shall be surrendered to Employer, in good condition, promptly upon the termination of Employee’s employment regardless of the circumstances of the termination of Employee’s employment or any claim that Employee may have against Employer under this Agreement or otherwise, or at any earlier time upon request of Employer. In furtherance thereof, Employee shall cause all data files created by or for Employee to be stored in digital form on Employer’s computers.

9. Termination .

(b) Employee’s employment pursuant to this Agreement may be terminated at any time in the following manner in the specified circumstances:

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unless both (x) Employee provides written notice to Employer of the condition claimed to constitute grounds for a Good Reason within sixty (60) days of the initial existence of such condition(s), and (y) Employer fails to remedy such condition(s) within thirty (30) days of receiving such written notice thereof; and provided, further, that in all events the termination of Employee’s employment with Employer shall not constitute a Good Reason unless such termination occurs not more than [two hundred and ten (210) days] following the initial existence of the condition claimed to constitute grounds for a Good Reason.

(ii) by Employer for Cause (as defined in the Plan) or without Cause, immediately upon notice.

10. Enforcement .

12. Assistance in Litigation. During the Term and thereafter, Employee shall upon reasonable notice, furnish such information and proper assistance to Employer as it may reasonably require in connection with any litigation in which it is, or may become, a party either during or after employment.

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P : +1 (212) 205-1200

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15. Tax Matters .

(c) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “non-qualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of Employee, and (B) the date of Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. For purposes of this Agreement, the term “Separation Pay Limit” shall mean, two (2) times the lesser of (i) Employee’s annualized compensation based on Employee’s annual rate of pay for the taxable year of Employee preceding the taxable year in which Employee has a “separation from service,” and (ii) the maximum amount that may be taken into account under a tax qualified plan pursuant to Code Section 401 (a)(17) for the year in which Employee incurs a “separation from service.”

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35 ^th Floor

New York, NY 10018

USA

P : +1 (212) 205-1200

F : +1 (201) 499-1818

www.markit.com

16. Miscellaneous .

(a) Assignment of Rights . This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective personal representatives, executors, administrators, successors and assigns, except that Employee shall not be entitled to assign any of Employee’s duties of performance hereunder, and shall not be entitled to assign any of Employee’s rights hereunder where such assignment is prohibited by applicable law. For the avoidance of doubt, any payments due to the Employee if not completed prior to Employee’s death shall continue to be paid to the Employee’s estate under the terms and conditions hereunder. Employer shall have the right to assign its rights and obligations under this Agreement to a corporation to be owned or controlled by it or its affiliates formed for the purpose of doing business in the United States.

(b) Currency . Unless otherwise noted, all dollar amounts referred to in this Agreement are in U.S. funds.

(c) Amendment of Agreement . This Agreement may be altered or amended at any time by the mutual consent in writing of the Parties hereto.

(d) Time of Essence . Time shall be of the essence hereof.

(e) Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law rules contained therein.

(f) Execution and Multiple Counterparts . This Agreement shall not become effective and binding until fully executed by both Parties. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original for all purposes, but all of which together shall constitute one and the same instrument.

(g) Entire Agreement . This Agreement constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, understandings and discussions, whether oral or written (including without limitation, the Prior Agreement), and there are no other warranties, agreements or representations between the Parties except as expressly set forth herein. To the extent that language in any other company agreement between the Parties contradicts this Agreement, the language of this Agreement shall control.

(h) Independent Legal Advice . Employee acknowledges that Employee has read and understands the Agreement and acknowledges that Employee has had the opportunity to obtain independent legal advice regarding the terms of the Agreement and its legal consequences.

(i) Waiver of Breach . The waiver by either Party of a breach of any provision of this Agreement by the other shall not operate or be construed as a waiver of any subsequent breach.

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(j) Notices . Any notices required or permitted to be given under this Agreement shall be in writing, to the Party to whom the notice is to be given at the following address:

If to Employer,

Markit North America, Inc.

620 – 8 ^th Avenue

35 ^th Floor

New York, NY 10018

Attn: Rajeev Syal

With a copy to,

Proskauer Rose LLP

Eleven Times Square

New York, NY 10036

Attn: Ira G. Bogner

If to Employee,

Adam J. Kansler

(k) Interpretation . Words used in this Agreement in the singular shall be deemed to include the plural and vice versa . Similarly, the masculine shall be deemed to include the feminine or neutral gender and vice versa . Headings are for convenience of reference only and shall not limit or otherwise affect or be used in the construction of any of the terms or provisions hereof. Provisions of this Agreement shall not be construed more strongly against either Party regardless of who is responsible for the preparation or language thereof.

(m) No Defense . The existence of any claim, demand, action or cause of action of Employee against Employer, whether or not based on this Agreement, will not constitute a defense to the enforcement by Employer (or any other applicable member of Employer Group) of any covenant or agreement of Employee contained in Sections 4 and 6 herein.

(n) No Attachment . Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge or hypothecation, or to execution, attachment, levy or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void and of no effect.

(o) Source of Payments . All payments provided under this Agreement shall be paid in cash from the general funds of Employer, and no special or separate fund shall be established and no other segregation of assets shall be made to assure payment.

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IN WITNESS WHEREOF, this Agreement has been executed by the Parties hereto as of the date first written above.


MARKIT NORTH AMERICA, INC.

By:		/s/ Rajeev Syal
		Rajeev Syal
		Global Head of Human Resources

ADAM J. KANSLER

		/s/ Adam J. Kansler

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Schedule A

Vesting Schedule

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Schedule B

Competitive Businesses

•

The McGraw-Hill Companies Inc.

•

IHS, Inc.

•

MSCI, Inc.

•

Nasdaq OMX Group Inc.

•

Morningstar, Inc.

•

Verisk Analytics, Inc.

•

MarketAxess Holdings Inc.

•

CME Group Inc.

•

Intercontinental Exchange, Inc.

•

FactSet Research Systems Inc.

•

Thomson Reuters Corporation

•

Bloomberg L.P.

•

ICAP plc

•

Interactive Data Corporation

Page 13 of 13

Exhibit 10.74

MARKIT NORTH AMERICA, INC.

AMENDMENT TO EMPLOYMENT CONTRACT

W I T N E S S E T H

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

NOW THEREFORE , for good and valuable consideration, the receipt of which is hereby by acknowledged by each of the parties, the Company and Executive hereby agree as follows:

AMENDMENTS

(a) Section 3(a) of the Current Agreement is hereby amended and restated as follows:

beginning on the same date as the Basic Severance (the “Change in Control Severance”). For the avoidance of doubt, the Change in Control Severance will be subject to the same conditions as the Basic Severance (including compliance with the obligations in Sections 3(c), 4, 6 and 7) and shall be paid concurrently with and, if applicable, in addition to the severance payments described in Section 3(a) hereof. For purposes of this Agreement, “ Target Cash Incentive ” shall mean Employee’s target cash incentive award, if any, to which Employee may be entitled under Section 2(b) hereof.

EFFECTIVENESS OF AMENDMENT

***********

[ Remainder of Page Left Intentionally Blank ]

In witness whereof this Amendment has been executed by the parties hereto.


/s/ Adam Kansler		7/11/2016
Adam Kansler		Date:

*Markit North America, Inc.*

By:	/s/ Lance Uggla	7/11/2016
Name:	Lance Uggla	Date:
Title:	Chairman and Chief Executive Officer

Accepted and Agreed: *Markit Ltd.*

By:	/s/ Lance Uggla	7/11/2016
Name:	Lance Uggla	Date:
Title:	Chairman and Chief Executive Officer

Exhibit 10.75

620 – 8 ^th Avenue

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EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made as of September 1, 2015 (“ Effective Date ”) by and between Sari Granat (“ Employee ”), and Markit North America, Inc., a Delaware Corporation, or any of its US affiliates (“ Employer ”).

WHEREAS, Employer and Employee previously entered into an employment agreement dated April 16, 2012 (“ Prior Agreement ”);

WHEREAS, Employer and Employee hereby wish to terminate the Prior Agreement and enter into this Agreement, in each case, effective as of Effective Date; and

WHEREAS, Employer wishes to continue to employ Employee and Employee wishes to continue to serve Employer upon the terms and subject to the conditions contained herein;

1. Employment .

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(e) Vacation . Employee shall be eligible for paid vacation time of 25 days per calendar year to be taken at such time or times as is convenient to Employer. Such vacation shall be deemed to be accrued on a pro rata basis over the course of each calendar year. Employee shall not be allowed to carry forward any unused accrued vacation time into the next calendar year, without the written permission of Employer. Any accrued unused vacation at the end of the calendar year will be forfeited and Employee will not be entitled to payment in lieu thereof. Employees who resign for any reason are eligible for payment of all accrued unused vacation time for the current year, calculated on a pro rata basis, provided they provide notice as required in Section 9(b) prior to resignation. Employees who are involuntarily terminated are eligible to receive payment of any accrued unused vacation days provided that termination was not a result of gross misconduct, gross negligence or other Cause event.

3. Consequences of Termination .

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equal to the quotient obtained by dividing (i) Employee’s Base Salary and Target Cash Incentive for the year of termination (less any salary and incentive award payments paid to Employee for employment during any period following the delivery or receipt of a written notice of termination), by (ii) twelve (12) (but not as an employee), for twelve (12) months, beginning on the same date as the Basic Severance (the “Change in Control Severance”). For the avoidance of doubt, the Change in Control Severance will be subject to the same conditions as the Basic Severance (including compliance with the obligations in Sections 3(c), 4, 6 and 7) and shall be paid concurrently with and, if applicable, in addition to the severance payments described in Section 3(a) hereof. As used herein, “ Target Cash Incentive ” shall mean Employee’s target cash incentive award, if any, to which Employee may be entitled under Section 2(b) hereof.

(b) Severance Period. The “Severance Period” shall equal one (1) month for each full calendar year of service for Employer by Employee, up to a maximum of twelve (12) months.

(c) Release; No Mitigation; No Offset. Any and all amounts payable under this Section 3 shall only be payable if Employee delivers to Employer and does not revoke a general release of claims in favor of Employer in a form to be provided by Employer (the “Release”). The Release shall be executed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following termination; provided that Employer delivers to Employee the Release within seven (7) days after termination. In no event shall Employee be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Employee under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced by any compensation earned by Employee as a result of employment by a subsequent employer.

4. Trade Secrets and Confidential Information .

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5. Ownership of Developments .

(a) Generally. Employee agrees that any work of authorship, discovery, improvement, invention, design, graphic, source, HTML and other code, trade secret, technology, algorithms, computer program, audio, video or other files or content, idea, design, process, technique, know-how and data, whether or not patentable or copyrightable (“ Developments ”) which Employee makes, discovers, conceives, reduces to practice or develops (in whole or in part, either alone or jointly with others) during Employee’s employment shall be the sole property of Employer to the extent such Developments (i) pertain to any line of business activity of Employer Group members, (ii) are developed using time, material or facilities of Employer Group members, whether or not during working hours or on the premises of such Employer Group members or (iii) relate to any of Employee’s work during the course of Employee’s employment, whether or not during normal working hours.

(b) Works Made for Hire. Employee agrees to maintain adequate and current written records and promptly disclose in writing to Employee’s immediate supervisor or direct report, or as otherwise designated by Employer, all Developments, made, discovered, conceived, reduced to practice or developed by Employee, either alone or jointly with others, during the Term. Employer shall be the sole owner of all patents, patent rights, copyrights, trade secret rights, trademark rights and all other intellectual property or other rights in connection with Developments. Employee further acknowledges and agrees that such Developments are “works made for hire” for purposes of Employer’s rights under copyright laws. Employee hereby assigns to Employer any and all rights, title and interest Employee may have or acquire in such Developments.

(c) Cooperation. Employee agrees to perform, during and after Employee’s employment, all acts deemed necessary or desirable by Employer to permit and assist it, at Employer’s expense, in further evidencing and perfecting the assignments made to Employer under this Agreement and in obtaining, maintaining, defending and enforcing patents, patent rights, copyrights, trademark rights, trade secret rights or any other rights in connection with such Developments and improvements thereto in any and all countries. Such acts may include, but are not limited to, execution of documents and assistance or cooperation in legal proceedings. Employee hereby irrevocably designates and appoints Employer and its duly authorized officers and agents, as Employee’s agents and attorney-in-fact to act for and on Employee’s behalf and instead of Employee, to execute and file any documents, applications or related findings and to do all other lawfully permitted acts to further the purposes set forth above in this Section 5, including, without limitation, the perfection of assignment and the prosecution and issuance of patents, patent applications, copyright applications and registrations, trademark applications and registrations or other rights in connection with such Developments and improvements thereto with the same legal force and effect as if executed by Employee.

(d) Assignment or Waiver of Moral Rights. Any assignment of copyright hereunder (and any ownership of a copyright as a work made for hire) includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights” (collectively “Moral Rights”). To the extent such Moral Rights cannot be assigned under applicable law and to the extent the following is allowed by the laws in the various countries where Moral Rights exist, Employee hereby waives such Moral Rights and consent to any action of Employer that would violate such Moral Rights in the absence of such consent.

(e) List of Developments. Employee has attached hereto a complete list of all existing Developments to which Employee claims ownership as of the date of this Agreement and that Employee desires to specifically clarify are not subject to this Agreement. Employee acknowledges and agrees that such list is complete. If no such list is attached to this Agreement, Employee represents that Employee has no such Developments at the time of signing this Agreement.

6. Restrictive Covenants .

(a) Non-Competition. Employee shall not, without prior written consent of Employer, during the Term and for a period of twelve (12) months thereafter (“Restricted Period”), regardless of the circumstances of the termination of Employee’s employment or any claim that he may have against Employer under this

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Agreement or otherwise, either alone or in conjunction with any individual, firm, corporation, association or any entity, whether as principal, partner, director, consultant, agent, shareholder (except as a passive investor with a less than five percent (5%) shareholder of a publicly traded company), employee or in any other capacity whatsoever, act in any management, sales or business development capacity for a business (such business, a “ Competitive Business ”) in competition with any business conducted by Employer Group members in which Employee was involved or had access to Confidential Information within the previous one (1) year period in any state of the United States or province of Canada in which any Employer Group member has done business during the twelve (12) months immediately preceding the termination of Employee’s employment. Without limiting the generality of the foregoing, and solely for purposes of providing examples, certain of the companies and businesses that the parties agree constitute Competitive Businesses are listed in Schedule B attached hereto.

(b) Non-Solicitation of Employees. During the Restricted Period, regardless of the circumstances of the termination of such employment or any claim that Employee may have against Employer under this Agreement or otherwise, Employee shall not, for Employee’s or on behalf of any other person or entity, directly or indirectly offer employment to or hire any employee of any member of the Employer Group or solicit any such person to terminate their employment with any member of the Employer Group or enter into an employment relationship or become an independent contractor of Employee or any other person or entity.

(c) Non-Solicitation of Customers. During the Restricted Period, regardless of the circumstances of the termination of such employment or any claim that Employee may have against Employer under this Agreement or otherwise, Employee shall not solicit, induce or attempt to solicit or induce any client or customer (including, without limitation, any potential client or customer) of any Employer Group member to cease or reduce doing business with any Employer Group member, or in any way interfere or attempt to interfere with the relationship between any such client/customer, on the one hand, and any Employer Group member, on the other hand.

(d) Non-Disparagement. During the Term and thereafter, Employee agrees not to make negative comments or otherwise disparage any member of the Employer Group or any of their respective officers, directors, employees, shareholders, agents, services or products, in any manner likely to be harmful to them or their business, business reputation or personal reputation. During the Term and thereafter (other than any termination for Cause), Employer agrees to instruct its executive officers not to make negative comments or otherwise disparage Employee in any manner likely to be harmful to Employee’s reputation. For purposes of this Section 6(d), disparagement does not include (i) compliance with legal process or subpoenas to the extent only truthful statements are rendered in such compliance attempt, or (ii) statements made in response to an inquiry from a court or regulatory body.

(e) Injunctive Relief. Employee acknowledges that any breach of the provisions contained in Section 4 hereof and this Section 6 may result in serious and irreparable injury. Therefore, Employee acknowledges and agrees that in the event of a breach by Employee, Employer shall be entitled, in addition to any other remedy at law or in equity to which Employer may be entitled, to equitable relief against Employee, including an injunction to restrain Employee from such breach and to compel compliance with the obligations of Employee hereunder.

(f) Understanding of Covenants.

(i)

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through 6(d) (collectively, the “ Restrictive Covenants ”) are reasonable and necessary to protect Employer’s and the Employer Group’s trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations.

(ii)

(iii)

7. Return of Employer’s Property . Employee acknowledges that all items of any and every nature or kind created or used by Employee pursuant to Employee’s employment under this Agreement, or furnished by Employer to Employee, and all equipment, books, software, records, reports, files, manuals, literature, Confidential Information or other materials shall remain and be considered the exclusive property of Employer at all times and shall be surrendered to Employer, in good condition, promptly upon the termination of Employee’s employment regardless of the circumstances of the termination of Employee’s employment or any claim that Employee may have against Employer under this Agreement or otherwise, or at any earlier time upon request of Employer. In furtherance thereof, Employee shall cause all data files created by or for Employee to be stored in digital form on Employer’s computers.

9. Termination.

(b) Employee’s employment pursuant to this Agreement may be terminated at any time in the following manner in the specified circumstances:

(i)

by Employee for Good Reason or any other reason. Employee may resign employment with Employer upon six (6) months’ prior written notice to Employer, which Employer may waive, in whole or in part. Employee shall have “Good Reason” for resignation within thirty (30) days after the occurrence (without Employee’s

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consent) of any of the following: (1) a material diminution of Employee’s rate of Base Salary or other material failure to provide the compensation due pursuant to this Agreement; (2) a material diminution in Employee’s authority, duties, or responsibilities, or title; or (3) a material breach by Employer of this Agreement, provided, however, that any such condition or conditions, as applicable shall not constitute grounds for Good Reason unless both (x) Employee provides written notice to Employer of the condition claimed to constitute grounds for a Good Reason within sixty (60) days of the initial existence of such condition(s), and (y) Employer fails to remedy such condition(s) within thirty (30) days of receiving such written notice thereof; and provided, further, that in all events the termination of Employee’s employment with Employer shall not constitute a Good Reason unless such termination occurs not more than [two hundred and ten (210) days] following the initial existence of the condition claimed to constitute grounds for a Good Reason.

(ii)

by Employer for Cause (as defined in the Plan) or without Cause, immediately upon notice.

10. Enforcement.

(a) Any violation by Employee of any of the ownership of developments, confidentiality, non- competition, non-solicitation, and return of property provisions hereunder could cause irreparable injury to Employer, and Employee agrees that there would be no adequate remedy at law for such violation. Employer shall therefore have the right, in addition to any other remedies available to it at law or in equity, to seek to enjoin Employee in a court of equity from violating such provisions. Such provisions and Employer’s right to enforce them by injunction also survive the termination of this Agreement.

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15. Tax Matters.

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16. Miscellaneous.

(b) Currency . Unless otherwise noted, all dollar amounts referred to in this Agreement are in U.S. funds.

(c) Amendment of Agreement . This Agreement may be altered or amended at any time by the mutual consent in writing of the Parties hereto.

(d) Time of Essence . Time shall be of the essence hereof.

(e) Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law rules contained therein.

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(h) Independent Legal Advice. Employee acknowledges that Employee has read and understands the Agreement and acknowledges that Employee has had the opportunity to obtain independent legal advice regarding the terms of the Agreement and its legal consequences.

(i) Waiver of Breach. The waiver by either Party of a breach of any provision of this Agreement by the other shall not operate or be construed as a waiver of any subsequent breach.

(j) Notices. Any notices required or permitted to be given under this Agreement shall be in writing, to the Party to whom the notice is to be given at the following address:

If to Employer,

Markit North America, Inc.

620 – 8 ^th Avenue

35 ^th Floor

New York, NY 10018

Attn: Rajeev Syal

With a copy to,

Proskauer Rose LLP

Eleven Times Square

New York, NY 10036

Attn: Ira G. Bogner

If to Employee,

Sari Granat

(k) Interpretation. Words used in this Agreement in the singular shall be deemed to include the plural and vice versa. Similarly, the masculine shall be deemed to include the feminine or neutral gender and vice versa. Headings are for convenience of reference only and shall not limit or otherwise affect or be used in the construction of any of the terms or provisions hereof. Provisions of this Agreement shall not be construed more strongly against either Party regardless of who is responsible for the preparation or language thereof.

(l) Survivability. The provisions of this Agreement which by their terms call for performance subject to termination of Employee’s employment, or of this Agreement, shall so survive such termination.

(m) No Defense. The existence of any claim, demand, action or cause of action of Employee against Employer, whether or not based on this Agreement, will not constitute a defense to the enforcement by Employer (or any other applicable member of Employer Group) of any covenant or agreement of Employee contained in Sections 4 and 6 herein.

(n) No Attachment. Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge or hypothecation, or to execution, attachment, levy or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void and of no effect.

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IN WITNESS WHEREOF, this Agreement has been executed by the Parties hereto as of the date first written above.


MARKIT NORTH AMERICA, INC.

By:		/s/ Rajeev Syal
		Rajeev Syal Global Head of Human Resources

SARI GRANAT

		/s/ Sari Granat

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Schedule A

Vesting Schedule

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Schedule B

Competitive Businesses

•

The McGraw- Hill Companies Inc.

•

IHS, Inc.

•

MSCI, Inc.

•

Nasdaq OMX Group Inc.

•

Morningstar, Inc.

•

Verisk Analytics, Inc.

•

MarketAxess Holdings Inc.

•

CME Group Inc.

•

Intercontinental Exchange, Inc.

•

FactSet Research Systems Inc.

•

Thomson Reuters Corporation

•

Bloomberg L.P.

•

ICAP plc

•

Interactive Data Corporation

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Exhibit 10.76

MARKIT NORTH AMERICA, INC.

AMENDMENT TO EMPLOYMENT CONTRACT

W I T N E S S E T H

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

NOW THEREFORE , for good and valuable consideration, the receipt of which is hereby by acknowledged by each of the parties, the Company and Executive hereby agree as follows:

AMENDMENTS

(a) Section 3(a) of the Current Agreement is hereby amended and restated as follows:

EFFECTIVENESS OF AMENDMENT

***********

[ Remainder of Page Left Intentionally Blank ]

In witness whereof this Amendment has been executed by the parties hereto.


/s/ Sari Granat		7/11/2016
Sari Granat		Date:

*Markit North America, Inc.*

By:	/s/ Lance Uggla	7/11/2016
Name:	Lance Uggla	Date:
Title:	Chairman and Chief Executive Officer

Accepted and Agreed: *Markit Ltd.*

By:	/s/ Lance Uggla	7/11/2016
Name:	Lance Uggla	Date:
Title:	Chairman and Chief Executive Officer

Exhibit 10.77

MARKIT GROUP LIMITED

CONTRACT OF EMPLOYMENT

PURSUANT TO THE EMPLOYMENT RIGHTS ACT 1996

This statement dated as of 1 July 2014 (the “Effective Date”) sets out the terms and conditions of the continued employment of Jeff Gooch by Markit Group Limited (the “Company”). This statement replaces and supersedes your existing contract of employment with the Company dated 4 June 2007 (the “Prior Agreement”).

1.	Term of Contract, Job Title and Duties

1.1

Your employment will continue under this statement commencing on the Effective Date until terminated pursuant to the terms of this statement (such period, the “Term”). You will continue to be employed as a Managing Director (member of the Executive Committee) and will perform all acts, duties and obligations and comply with such orders as may be designated by the Company from time to time. The Company may require you to undertake the duties of another position, either in addition to or instead of the above duties, it being understood that you will not be required to perform duties which are not reasonably within your capabilities. You will also serve (or continue to serve) as an officer and/or director of any Group Company as specified by the Company, in each case without additional compensation. You will serve the Company faithfully and diligently in the performance of your duties. You will use your best efforts to further the interests of the Company and to comply with all lawful instructions and directions of the Company as may be in effect from time to time.

1.2

For the purposes of this statement, “ Group Company ” means the Company, its group undertakings (as defined in section 1161 of the Companies Act 2006) or any associated company (as defined in sections 416 et seq. of the Income and Corporation Taxes Act 1988) of the Company or any group undertaking including any of their predecessors, successors or assigns or any company which is designated at any time a Group Company by the directors of the board of the Company or any holding company.

2.	Compensation

2.1

Your initial basic salary will be £250,000 per annum subject to statutory deductions, payable monthly on the 25th of each month. If the 25th does not fall on a working day, you will be paid on the working day immediately prior to it. Your basic salary will be subject to annual review by the Company and subject to change in the Company’s absolute discretion. For the purposes of this statement, “ Basic Salary ” means your annual basic salary as determined herein from time to time.

2.2

You will be eligible to participate in a discretionary Annual Incentive Plan maintained by the Company or another Group Company. The Company may suspend, alter or discontinue such payments or any incentive scheme and its eligibility requirements at any time at its absolute discretion. If you receive any incentive award payment, the Company is not obliged to make any further incentive award payments and any incentive award payment will not become part of your contractual remuneration or fixed salary. Payment of this award will be contingent on you still being employed with the Company and not under notice, initiated by yourself or the Company (other than for reason of redundancy) at the time of payment. Incentive award entitlement does not accrue in the course of a year, and you are not entitled to payment of an incentive award, or any pro-rata portion of it, if you leave prior to the date that the award is paid. Although any incentive award payments and any amounts thereof are at the absolute

discretion of the Company and no payments of annual incentives are guaranteed, your target cash incentive award for any given fiscal year, as determined in the Company’s absolute discretion and subject to change at any time, is the “ Target Cash Incentive ” for the purposes of this statement.

2.3

The Company will withhold from all compensation payable to you all applicable deductions, including, without limitation, in respect of tax and National Insurance Contributions. The Company may deduct from your Basic Salary, bonus amounts or any other sums owed to you, any money owed to the Company by you.

3.	Place of Work

3.1

4.	Working Hours

4.1

4.2

In this clause “working time” means any time during which you are carrying out work on behalf of the Company, whether or not this takes place on the Company’s premises. This could, for example, include travelling to and attending meetings off Company premises, on behalf of the Company and relevant training (as defined in the Regulations).

5.	Holiday

5.1

5.2

6.	Benefits

6.1

6.2

6.3

In the event you are granted any share option or restricted share award under the Plan (as defined below), unless otherwise determined by the plan administrator at the time of grant and subject to the terms and conditions of the applicable award agreement, the vesting provisions set forth on Schedule A of this statement shall apply.

7.	Incapacity for Work

7.1

If you are absent from work for any reason you must notify your manager as soon as possible on the first day of absence. A doctor’s certificate must be obtained for any period of incapacity due to sickness or injury of more than seven days (including weekends) and a further certificate in respect of any further period of incapacity of seven days. In all cases self-certification must be completed in the absence management system on your return to work. Your qualifying days for statutory sick pay purposes are Monday to Friday. Any salary paid in excess of statutory sick pay entitlement is at the Company’s absolute discretion and may be terminated by the Company at any time.

7.2

You agree to consent to an examination by a doctor nominated by the Company should the Company so require, and to the doctor’s report being given to the Company.

7.3

Full particulars of the sickness procedure are set out in the Employee Handbook.

8.	Leaving Procedures

8.1

8.2

You agree that the Company may, at its absolute discretion, require you to comply with any or all of the following provisions during any period of notice (whether given by you or by the Company), provided always that the Company will continue to pay your salary and contractual benefits; any unused holiday accrued at the commencement or accrued during this period will be deemed to be taken by you during the period:

8.2.1

not to enter or attend the premises of the Company or any Group Company;

8.2.2

not to contact or have any communication with clients, employees, customers, agents or representatives of the Company or any Group Company;

8.2.3

not to undertake all or any of your duties hereunder;

8.2.4

8.3

8.4

The Company may at its sole and absolute discretion pay basic salary alone in lieu of any unexpired period of notice (less such deductions as the Company is required by law to make) by notifying you that the Company is exercising its right under this clause and that it will make within [28] days a payment in lieu of notice (“Payment in Lieu”) to you. This Payment in Lieu will be equal to the Basic Salary (as at the date of termination) which you would have been entitled to receive under this statement during the notice period referred to at clause 8.1 (or, if notice has already been given, during the remainder of the notice period) less income tax and National Insurance Contributions. For the avoidance of doubt, the Payment in Lieu shall not include any element in relation to:

8.4.1

any bonus or commission payments that might otherwise have been due during the period for which the Payment in Lieu is made;

8.4.2

any payment in respect of benefits which you would have been entitled to receive during the period for which the Payment in Lieu is made; and

8.4.3

any payment in respect of any holiday entitlement that would have accrued during the period for which the Payment in Lieu is made.

8.5

8.6

8.7

8.8

For the purposes of this statement, you will have “ Good Reason ” to terminate your employment within 30 days after the occurrence (without your consent) of any of the following: (1) a material diminution of your rate of Basic Salary or other material failure to provide the compensation due pursuant to this statement; (2) a material diminution of your authority, duties, responsibilities, or title; or (3) a material breach by the Company of this statement, provided, however, that any such condition or conditions, as applicable, will not constitute grounds for Good Reason unless both (x) you provide written notice to the Company of the condition claimed to constitute grounds for Good Reason within 60 days of the initial existence of such condition(s), and (y) the Company fails to remedy such condition(s) within 30 days of receiving such written notice thereof; and provided, further, that in all events the termination of your employment with the Company will not constitute a Good Reason unless such termination occurs not more than [210 days] following the initial existence of the condition claimed to constitute grounds for a Good Reason termination hereunder.

8.9

For the purposes of this statement, “ Cause ” will have the meaning ascribed to it in the Markit Ltd. 2014 Equity Incentive Plan (the “Plan”).

9.	Consequences of Termination

9.1

9.1.1

9.1.2

notwithstanding clause 9.1.1, if the Company terminates your employment without Cause or if you terminate your employment for Good Reason and within 12 months after a Change in Control (as defined in the Plan), you will receive additional severance payments equal to the sum of your Basic Salary and Target Cash Incentive for the year of termination (less any salary and bonus payments paid to you for employment during any period following the delivery or receipt of a written notice of termination), which shall be payable in 12 equal monthly instalments in accordance with the regular payroll practices of the Company, where the first instalment shall be paid on the First Instalment Date (the “Change in Control Severance”). For the avoidance of doubt, the Change in Control Severance will be subject to the same conditions as the Basic Severance (including compliance with the obligations in clauses 8.7, 9.3, 10 and 12) and will be paid concurrently with and, if applicable, in addition to the Basic Severance payments described in this section.

For the purposes of this statement the “ First Instalment Date ” shall mean the first working day no less that 28 days after the date upon which you deliver to the Company a general release in accordance with clause 9.3 below.

9.2

For the purposes of this statement, the “ Severance Period ” will equal one 1 month for each completed calendar year of your service for the Company as at the date of the termination of your employment, up to a maximum of 12 months.

9.3

Any and all amounts payable under this clause 9 will only be payable subject to and conditional upon you delivering to the Company and not revoking a general release of claims in favour of the Company and the other Group Companies in a form to be provided by the Company and within the time frame prescribed by the Company after delivery or receipt of a written notice of termination. In no event will you be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to you under any of the provisions of this statement, nor will the amount of any payment hereunder be reduced by any compensation earned by you as a result of employment by a subsequent employer.

10.

Restrictions after termination of employment

10.1

In this clause, the following terms have the following meanings:

“ Customer ” means any person, firm, company or entity which was a customer of, or in the habit of dealing with, the Company or any Group Company at any time during the 12 months prior to the Termination Date and with which you were materially concerned or had personal contact or in respect of whom you had access to confidential information belonging to the Company or any Group Company at any time during the said period of 12 months;

“ Key Employee ” means any person who immediately prior to the Termination Date was an employee, director, officer, agent, consultant or associate of the Company or any Group Company who was likely to be (i) in possession of confidential information belonging to the Company or any Group Company, or (ii) able to influence the customer relationships or trade connections of the Company and with whom you worked closely at any time during the period of 12 months prior to the Termination Date;

“ Services ” means those products and services which are competitive with those supplied by the Company or any Group Company in the 12 months prior to the Termination Date and with the supply of which you were materially concerned or had access to confidential information belonging to the Company or any Group Company at any time during the said period of 12 months (without limiting the generality of the foregoing, and solely for purposes of providing examples, the parties agree that those products and services provided by the companies and businesses set forth in Schedule B (attached hereto) are competitive with those supplied by the Company or any Group Company);

“ Prohibited Area ” means the area constituting the market of the Company and any Group Company for Services in the period of 12 months prior to the Termination Date and with which area you were materially concerned at any time during the said period of 12 months;

“ Prospective Customer ” means any person, firm, company or entity who was negotiating with the Company or any Group Company for the supply of Services and with which you were materially concerned or had personal contact or had access to confidential information belonging to the Company or any Group Company, during the 12 months prior to the Termination Date; and

“ Termination Date ” means the date of termination of your employment by either party howsoever arising or the date that you go on garden leave, whichever is the earliest.

10.2

10.2.1

for 12 months following the Termination Date (“Restricted Period”) in the Prohibited Area and in competition with the Company or any Group Company [engage, assist or be interested in any undertaking] ⁶ which provides, or is about to provide, Services;

10.2.2

for the Restricted Period and in competition with the Company or any Group Company solicit, canvass or endeavour to entice away from the Company, or any Group Company any Customer;

10.2.3

for the Restricted Period and in competition with the Company or any Group Company deal with or otherwise accept the custom of any Customer;

10.2.4

for the Restricted Period and in competition with the Company or any Group Company solicit, canvass or endeavour to entice away from the Company or any Group Company any Prospective Customer;

10.2.5

for the Restricted Period and in competition with the Company or any Group Company deal with or otherwise accept the custom of any Prospective Customer;

10.2.6

for the Restricted Period solicit the employment or engagement of any Key Employee in a business which is in competition with the Company or any Group Company; and

10.2.7

10.2.8

Notwithstanding anything herein to the contrary, if you become entitled to, and are receiving, Basic Severance payments pursuant to Section 9.1.1 hereof, and the Severance Period lapses prior to the end of the Restricted Period (such period beginning on the date of such lapse and ending on the last day of the Restricted Period, the “Gap Period”), provided that you are not entitled to any Change in Control Severance payments, the restrictions imposed upon you under clause 10.2.1 shall not apply to you during the Gap Period unless the Company elects, in its sole discretion, to continue to pay to you such Basic Severance payment amounts during the Gap Period.

10.3

10.4

10.5

10.6

The Company reserves the right to amend the terms of the restrictive covenants contained in this clause 10 in the event that you are promoted to a higher corporate title. Any promotion will be subject to and conditional upon you accepting these changes.

10.7

10.8

10.9

11.

Outside Interests

11.1

12.

Confidentiality

12.1

In the ordinary course of your employment you will be exposed to information about the business of the Company, its Group Companies, its (or their) clients

and customers, which is confidential or is commercially sensitive and which may not be readily available to competitors or the general public and which if disclosed would be liable to cause harm to the Company. You must not whether during or after your employment, except as authorised by the Company, reveal to any person, firm, or organisation or otherwise make use of any trade secret, information of a private, secret or confidential nature, confidential operations, processes, dealings or any information (other than within the public domain other than by reason of your wrongful disclosure) concerning the business finances or affairs of the Company, any Group Company or any of their respective customers, clients or suppliers (including but not limited to terms of contracts or arrangements, existing or potential projects, accounts information regarding customers, clients or suppliers, disputes, business development and/or marketing programmes and plans) including without prejudice to the generality of the foregoing lists of the customers or clients, which may come to your knowledge during your employment, whether or not the same is committed to in writing. Nothing in this clause will prevent you from disclosing information to comply with a Court Order or performing any statutory obligation on you to do so, provided that subject to applicable law, you give the Company advance written notice of the disclosure and afford the Company an opportunity to seek a protective order. This clause is not intended to prevent you from making a “protected disclosure” for the purposes of the Employment Rights Act 1996.

12.2

12.3

Your confidentiality restrictions will continue in perpetuity both during and after the Term.

13.

Recoupment

13.1

14.

Intellectual Property

14.1

You agree that you will promptly disclose to the Company any idea, invention, patent application, patent utility model application or utility model, design, copyright or other intellectual property (“Intellectual Property”) which is relevant to (or capable of use in) the business of the Company or any Group Company now or in the future made by you in the course of your employment (whether or not in the course of your duties). You acknowledge that, subject to your rights in or under inventions or patents (including patent applications), as provided by sections 39 to 41 of the Patents Act 1977 which are unaffected hereby, all Intellectual Property will, on creation, vest in and be the exclusive property of the Company and if they do not do so you will assign them to the Company (upon its request and at its cost). You irrevocably have any “Moral Rights” which you may have in any such ideas, inventions or works under Chapter IV of Part I of the Copyright, Designs and Patents Act 1988.

14.2

15.

Grievance and Disciplinary Procedures

15.1

A copy of the disciplinary and grievance procedures, which do not form a term of your contract of employment, are available in the Employee Handbook.

16.

General Regulations

16.1

17.

Personal Data

17.1

17.2

17.3

17.4

You acknowledge that during the course of your employment you will/may have access to and process, or authorise the processing of personal data and sensitive personal data relating to employees, customers and other individuals held and controlled by the Company. You agree to comply with the terms of the Data Protection Act 1998, in relation to such data and to abide by the Company Data Protection Policy. You are required to treat such information in the strictest confidence, and to take all steps as may be specified by the Company to prevent the unauthorised disclosure of such data or any processing of it which would be contrary to the provisions of the Data Protection Act 1998 (as amended or superseded from time to time). Failure by you to take such steps as have been specified in this regard by the Company, or any unauthorised disclosure or processing of personal data will be regarded as a disciplinary offence.

18.

Assistance in Litigation

18.1

19.

Company Authorization for Publication

19.1

20.

Miscellaneous

20.1

20.2

20.3

20.4

The provisions of this statement which by their terms call for performance subsequent to termination of your employment, or of this statement, shall so survive such termination.

20.5

20.6

20.7

20.8

Company may withhold from any benefits payable under this Agreement all applicable deductions, including, without limitation, in respect of tax and National Insurance Contributions..

In witness whereof this agreement has been signed as a deed and delivered on the date written below.


/s/ Jeff Gooch	Jeff Gooch	Aug 15/14
Signed as a deed by Jeff Gooch	Print	Date

*In the presence of*

/s/ Denise Dominguez	Denise Dominguez Director, HR New York, NY	Aug 15/14
Witness signature	Name Address and Occupation	Date

Signed on behalf of Markit Group Limited by

/s/ Rajeev Syal	Rajeev Syal	Aug 15/14
Signature	Print	Date

Schedule A

Vesting Schedule

Schedule B

Competitive Businesses

•

The McGraw-Hill Companies Inc.

•

IHS, Inc.

•

MSCI, Inc.

•

Nasdaq OMX Group Inc.

•

Morningstar, Inc.

•

Verisk Analytics, Inc.

•

MarketAxess Holdings Inc.

•

CME Group Inc.

•

Intercontinental Exchange, Inc.

•

FactSet Research Systems Inc.

•

Thomson Reuters Corporation

•

Bloomberg L.P.

•

ICAP plc

•

Interactive Data Corporation

Exhibit 10.78

Without prejudice & subject to contract

DATED 2016

MARKIT GROUP LIMITED (1)

and

JEFF GOOCH (2)

SETTLEMENT AGREEMENT

Without prejudice & subject to contract

TABLE OF CONTENTS


1.	Termination of employment and directorships	3

2.	The Company’s obligations	4

3.	Your immediate obligations	6

4.	Ongoing obligations	8

5.	Warranties	10

6.	Tax	11

7.	Conditions regulating settlement agreements	11

8.	Miscellaneous	11

Schedule 1		14

Schedule 2		15

Schedule 3		19

Schedule 4		20

Without prejudice & subject to contract

SETTLEMENT AGREEMENT

DATED 2016

PARTIES

(1)	Markit Group Limited , a company registered in England with registered number 04185146, whose registered office is at 4 ^th Floor, Ropemaker Place, 25 Ropemaker Street, London EC2Y 9LY (‘ the Company ’); and

(2)	Jeff Gooch (‘ you ’).

RECITALS

(A)	You are employed by the Company under the terms of a contract of employment dated 1 July 2014 (‘the Contract of Employment’).

(B)	Your period of continuous employment with the Company began on 4 June 2007.

(C)

Following an agreement between Markit Ltd. (‘Markit’) and IHS, Inc. (‘IHS’), by which Markit and IHS combine in an all-share merger of equals to create a combined entity (‘IHS Markit’), following a period of integration, your role as Chief Financial Officer for Markit will no longer be required and your employment will therefore terminate by reason of redundancy. This Agreement records the terms on which it is agreed that your employment will terminate.

AGREEMENT

1.	Termination of employment and directorships

1.1

Your employment with the Company will terminate on 13 September 2016 or such earlier date as the Company may direct (‘ the Termination Date ’) by reason of redundancy. You shall continue to work as normal, and shall comply with all your ongoing duties as an employee and this shall include working with (and complying with the directions of) the Company, IHS and IHS Markit to ensure a smooth and orderly handover and transition of your work, including in respect of DTCC, and your directorships, and to assist with aspects of the integration of the business of IHS Markit and to manage the completion of any other work or projects that you are asked to assist with during the transitional period between the completion of the merger forming IHS Markit and the Termination Date ( the ‘ Retention Period ’), up to and including the Termination Date and you will continue to receive your normal salary and benefits up to the Termination Date. However nothing affects the Company’s rights under the Contract of Employment, including the right of the Company to place you on garden leave at any time and for any period prior to the Termination Date (provided you continue to be paid in accordance with this Agreement).

1.2	With effect from such date as the Company directs and not later than the Termination Date, you shall, in accordance with clause 3.5.2.2 below, resign (without compensation) from all directorships and other offices and positions that you hold in connection with your employment.

Without prejudice & subject to contract

1.3	On the Termination Date you shall cease to be entitled to receive any further salary, benefits or other sums (except as set out below). You warrant and represent that (except as set out below):

1.3.1

you have received all salary, benefits and other amounts owing to you up to and including the Termination Date; and

1.3.2

save for the entitlements referred to at clause 2.9 below you do not have, and will not have following the Termination Date, any entitlement under or in connection with any share, share option or similar incentive or reward scheme and that neither the Company nor any Group Company (nor any trustees of any scheme established by the Company or any other Group Company) is or shall be liable to make any payment or provide you with shares or any other benefit under or in connection with any such scheme.

1.4

You agree that within seven days following the Termination Date you will enter into (and your entitlements under this agreement will be conditional upon) a further release of claims in the form of an agreement substantially in the terms of this Agreement in order to re-affirm the terms of and your obligations and representations made under this Agreement (the ‘ Second Settlement Agreement ’) and will provide a certificate from the Adviser in a form acceptable to the Company, in respect of the Second Settlement Agreement.

2.	The Company’s obligations

Provided you comply in full with sub-clause 3.5 below and subject to your continued compliance with the terms of this Agreement and the Second Settlement Agreement, the Company shall comply with the following provisions.

Payments

2.1	The Company shall pay you, through the normal September payroll, (less UK income tax and National Insurance contributions):

2.1.1

your accrued salary for September (up to and including the Termination Date) provided you continue to work as required by clause 1.1; and

2.1.2

a sum in lieu of any accrued untaken holiday;

2.1.3

the sum of £55,384.61 in lieu of your entitlement to nine weeks’ notice (‘ the Payment in Lieu ’); and

2.1.4

the sum of £100 as consideration for the obligations set out in clause 4 below.

2.2

The Company shall pay you, in accordance with its normal procedures, any outstanding expenses reasonably incurred by you in the proper and usual performance of your duties up to and including the Termination Date and claimed by you in accordance with those procedures on or before the Termination Date.

2.3

The Company shall pay to you the total sum of £600,000 which shall be paid in nine equal monthly instalments of £66,667 (less UK income tax and National Insurance contributions), in accordance with and calculated under clause 9.1.1 of the Contract of Employment (‘ the Basic Severance ’). The first such monthly instalment of the Basic Severance shall be paid on or before the first working day no less than 28 days after your compliance with clause 3.5 of this Agreement and each subsequent instalment shall be paid monthly thereafter. Each instalment shall be subject always to your continued compliance with the terms of this Agreement.

Without prejudice & subject to contract

2.4

The Company shall pay to you the total sum of £800,000, which shall be paid in twelve equal monthly instalments of £66,667 (less UK income tax and National Insurance contributions), in accordance with and calculated under clause 9.1.2 of the Contract of Employment (‘ the Change In Control Severance ’). The first such monthly instalment of the Change in Control Severance shall be paid on or before the first working day no less than 28 days after your compliance with clause 3.5 of this Agreement and each subsequent instalment shall be paid monthly thereafter. Each instalment shall be subject always to your continued compliance with the terms of this Agreement.

2.5

The Company shall pay you, within thirty days after the Termination Date (by bank credit transfer), the sum of £564,784 in connection with the termination of your employment (‘ the Termination Payment ’) (less UK income tax only on the excess over £30,000). For the avoidance of doubt, the Termination Payment includes your entitlement to any statutory redundancy payment.

Benefits

2.6

Subject to your ongoing compliance with clause 4, the Company shall (subject to the following provisions), upon written request to the Company’s HR Department, provide your prospective employers with a written reference substantively in the terms set out in Schedule 3, and deal with any oral enquiries to the HR Department in the spirit of that agreed reference. (For the avoidance of doubt, any written reference may be tailored to constitute an appropriate response to the terms in which the request is expressed, always provided it remains consistent with the terms and spirit of the agreed reference.) The Company may amend the reference (and deal with any oral enquiries relating to that agreed reference) as may be necessary (a) to reflect the discovery of material facts not known to the HR Department at the date of this Agreement; and/or (b) if the reference is being requested in connection with a regulated role, to ensure the Company complies with the duties imposed upon it by the relevant regulatory body and any applicable statute, regulation and regulatory guidance (including but not limited to the Financial Conduct Authority and Prudential Regulatory Authority and the Financial Services and Markets Act 2000).

2.7

The Company shall contribute up to £500 inclusive of VAT and disbursements towards your legal fees for advice given to you in connection with the termination of your employment (including the terms and effect of this Agreement). Such payment shall be made direct to your adviser (as identified in sub-clause 7.1 below) (‘ the Adviser ’) within thirty days of the Company receiving an invoice addressed to you and marked as payable by the Company.

2.8

The outstanding equity awards that you hold as of the Termination Date (as detailed below) will vest in full as of the Termination Date and any stock options will remain exercisable for a period of 12 months from the Termination Date, subject to the terms and conditions of the Markit Limited Key Employee Incentive Program (the ‘ KEIP ’) or the Markit 2014 Equity Incentive Award Plan, as amended (the ‘ 2014 Equity Plan ’), and the applicable award agreements. As of the Termination Date you hold the following equity awards:

2.8.1

1,000,000 stock options (your ‘ Options ’) under the KElP;

2.8.2

75,345 shares of restricted stock granted under the 2014 Equity Plan

2.9	If you decide to exercise your Options you must exercise through your Fidelity Account, subject to all applicable trading restrictions.

Without prejudice & subject to contract

3.	Your immediate obligations

3.1

You accept the terms of this Agreement in full and final settlement of any and all costs, claims, expenses or rights of action which you (or any person on your behalf) may have against the Company or any other Group Company, and/or against any employee, director, officer, member, partner, consultant, or agent (in each case past, present or future) of the Company or any other Group Company and/or against any other person, whatsoever and howsoever arising out of or in connection with your employment, its termination or otherwise (whether in the United Kingdom or any other country in the world, whether arising under common law, by statute, under contract or otherwise, whether known or not known, whether past, existing or future, and whether arising as a result of future changes in the law with retrospective effect or otherwise):

3.1.1

including but not limited to the particular proceedings set out in Part A of Schedule 2;

3.1.2

but excluding:

3.1.2.1

any claim to enforce the terms of this Agreement;

3.1.2.2

any claim for accrued pension rights; or

3.1.2.3

any personal injury claim (save personal injury claims pursuant to discrimination legislation and personal injury claims in relation to injuries of which you are aware at the date of this Agreement).

3.2	You warrant and represent (as a strict condition of this Agreement) that:

3.2.1

as at the date of this Agreement you are not aware of:

3.2.1.1

any circumstances or injuries which may give rise to a personal injury claim against the Company or any other Group Company;

3.2.1.2

any circumstances which may give rise to a dispute regarding your pension rights;

3.2.2

as at the date of this Agreement you do not believe that you have or may have any of the claims identified in Part B of Schedule 2 or any other claims (other than those identified in Part A of Schedule 2, which you have agreed to settle);

3.2.3

you have informed the Adviser of all complaints arising out of or in connection with your employment or its termination and on that basis the Adviser has advised that you do not have any of the claims identified in Part B of Schedule 2 or any other claims (other than those identified in Part A of Schedule 2, which you have agreed to settle);

3.2.4

the conditions regulating settlement agreements / contracts (as referred to in clause 7.2 below) are satisfied, including but not limited to the condition requiring you to have, before entering into this Agreement, received advice about its terms and effect from an independent adviser (who at all relevant times is and has been covered by a contract of insurance or professional indemnity covering the risk of a claim by you); and

3.2.5

neither you nor any person on your behalf has commenced proceedings in a tribunal or court or other forum in respect of any of the matters described or referred to in sub-clause 3.1 including but not limited to those set out in Parts A and B of Schedule 2.

Without prejudice & subject to contract

3.3

If you, or any person on your behalf, commence or continue proceedings in a tribunal or court or other forum in respect of any of the matters described or referred to in sub-clause 3.1 including but not limited to those set out in Parts A and B of Schedule 2 (but excluding those referred to in sub-clause 3.1.2), or if you fail to comply with any other term of or referred to in this Agreement, or if the Company discovers that any warranty made by you in this Agreement is untrue, then, without prejudice to any other remedy the Company or any other Group Company may have:

3.3.1

you shall cease immediately to be entitled to receive, or the Company shall be entitled to immediate repayment of, (as appropriate) the Payment in Lieu, the Basic Severance, the Change in Control Severance and the Termination Payment;

3.3.2

any of your Options that remain outstanding and exercisable at such time shall be forfeited for no consideration;

3.3.3

you shall indemnify on demand and keep indemnified each and every Group Company against any and all losses suffered and sums incurred (including but not limited to compensation payments and legal and other expenses) in connection therewith; and

3.3.4

you shall not object to any application by the Company or any other Group Company or any other person for such proceedings to be struck out.

3.4

You acknowledge that the terms of clause 3.3 above are fair and reasonable in all the circumstances. You also acknowledge that, whilst the Payment in Lieu, the Basic Severance, the Termination Payment and the Change in Control Severance represent valuable consideration, they do not in any way represent an estimate of the losses the Company or any other Group Company may suffer, or a limit on the damages the Company or any other Group Company may seek to recover or a representation that damages would be an adequate remedy, in the event of breach of any of the terms of this Agreement.

3.5	You shall:

3.5.1

on or before 26 July 2016 deliver to Sarah Bateman at the Company’s premises at 4 ^th Floor, Ropemaker Place, 25 Ropemaker Street, London EC2Y 9LY this Agreement duly signed by you, together with a signed and dated letter from the Adviser in the form set out in Schedule 1; and

3.5.2

on or within 7 days of the Termination Date deliver to Sarah Bateman at the same address:

3.5.2.1

all property (in whatever form and on whatever media) of or relating to the businesses of the Group which is in your possession or under your control (including but not limited to your credit card, your mobile telephone, lap top, personal computer and all documents and accessories relating to them and information and software stored on them and all other business equipment, security passes, keys, price lists, client lists, correspondence and material containing or referring to the Group’s confidential information) and you shall not retain any copies, drafts, notes, extracts or summaries of them; and

Without prejudice & subject to contract

3.5.2.2

signed and dated letters of resignation, in the form set out in Schedule 4, from all directorships and other offices which you hold in connection with your employment (including but not limited to your directorships of Markit Valuations Limited, MarkitSERV Holdings Limited, MarkitSERV FX Limited, TradeSTP Limited, MarkitSERV, LLC, MarkitSERV Limited, Markit Analytics (UK) Limited, Markit Economics Limited, Markit EDM Hub Limited, Markit EDM Limited, Markit Equities Limited, Markit Group (UK) Limited, Markit Group Limited, Markit Indices Limited, Markit Securities Finance Analytics Consulting Limited, Markit Securities Finance Analytics Limited, BOAT Limited, Securities Finance Systems Limited, Securities Lending Services Group Limited, Markit Luxembourg Sàrl, Thinkfolio Limited, ThinkFolio Pty Limited, Markit India Services Private Limited, Markit Genpact KYC Services Limited, Markit NV Markit Group Holdings Limited, Markit Valuation Services Limited, Information Mosaic (UK) Limited, Information Mosaic Software Private Limited, Information Mosaic Limited, Information Mosaic Asia SND.BHD. Option Computers Limited, RCP Trade Solutions Limited, CoreOne Technologies (Belgium) BVBA, CoreOne Technologies-DeltaOne Solutions Limited, CoreOne Technologies India Private Limited, Markit Operations Designated Activity Company); and

3.5.2.3

a copy of the Second Settlement Agreement signed by you and the letter from the Adviser signed and in substantially the same form as that at Schedule 1, but in respect of the Second Settlement Agreement.

If requested, you shall provide the Company with written confirmation and reasonable evidence that you have complied in full with sub-clause 3.5.2.1 above. Furthermore, you authorise the Company to inspect (on an agreed date, and at an agreed time), any and all computer and other electronic equipment belonging to you to ensure that you have complied in full with such sub-clause.

3.6

You hereby immediately and unconditionally withdraw (and you will not initiate or pursue) any and all grievances or other complaints against the Company, any Group Company or any other person arising out of or in connection with your employment or its termination or otherwise complaining of any other matter involving the Company, any other Group Company or any employee, director, officer or agent (in each case past, present or future) of the Company or any other Group Company. You also immediately and unconditionally withdraw (if applicable) and agree not to pursue any and all requests under the Data Protection Act 1998 that you have submitted (or that have been made on your behalf) to any Group Company.

4.	Ongoing obligations

Protection of business interests

4.1

You confirm that the Company (and every Group Company) has committed no breach of your contract of employment and therefore you are bound by the terms of your Contract of Employment including those terms expressed to continue to comply following the termination of your employment, including the terms set out in clauses 10, 12, 13, 14 and 18 of the Contract of Employment, as well as by your common law duty of confidentiality and any and all other obligations upon you. You also acknowledge and agree that the restrictions after the termination of employment as set out in clause 10 of the Contract of Employment are fair and reasonable and remain fully enforceable, you agree that IHS, Markit, IHS Markit and each Group Company as defined in this Agreement constitute Group Companies as referred to in the Contract of Employment and you agree to comply with those restrictions following and notwithstanding the termination of your employment.

Without prejudice & subject to contract

Legal matters

4.2

You shall provide reasonable assistance to the Group and its legal advisers with regard to any past, present or future legal or regulatory matters which relate to or arise out of business matters in which you were involved during your employment by the Group, and/or in respect of which you have knowledge, including but not limited to:

4.2.1

responding fully and promptly to all requests made by the Group and/or its legal advisers at any time for information, documentation, witness evidence (oral and/or written) and/or other evidence required in connection with the defence or pursuit of legal or regulatory action brought by or against any third party;

4.2.2

attending meetings and/or hearings in connection with the defence or pursuit of legal action brought by or against any third party where such attendance is requested by the Group and/or its legal advisers; and

4.2.3

informing the board of directors of the Company or any Group Company voluntarily, completely and candidly of all facts that constitute, or might constitute, material breaches (by any person) of any of the Group’s ethical standards or legal obligations as soon as reasonably practicable after such facts come to your attention.

The Company will meet any reasonable out-of-pocket expenses that you necessarily and wholly incur in complying with this sub-clause, provided they are approved in writing in advance by the Company.

Comments and statements

4.3	Following the Termination Date, you shall not (directly or indirectly) falsely represent yourself as being in any way connected with the businesses of the Company or the Group.

4.4

You shall not (directly or indirectly) disclose to any person (including but not limited to employees of the Group) the existence or terms of this Agreement or the Second Settlement Agreement (including but not limited to the payments the Company has agreed to make but excluding the obligation/s on you contained or referred to in this clause 4) or the circumstances of the termination of your employment and directorships (except in the terms of the agreed reference set out in Schedule 3), save that you may make truthful disclosures of such information:

4.4.1

to your immediate family and your legal and financial advisers provided in each case you make the recipient of the information aware of its confidential nature and use your best endeavours to ensure that such recipient does not disclose it to any other person; and

4.4.2

to the extent required by a Court or tribunal of competent jurisdiction or regulatory body having the power to compel disclosure (including but not limited to HM Revenue & Customs, any government department (or any agency thereof), any recognised investment exchange and the Financial Services Authority).

4.5	You shall not (directly or indirectly) make or publish:

4.5.1

any disparaging or untrue comments or statements (written or oral) about the Company or any other Group Company or any of its or their employees, directors, officers, members, partners, consultants, agents, shareholders or clients (in each case past, present or future); nor

Without prejudice & subject to contract

4.5.2

any comments or statements likely to bring the Company or any other Group Company or any of its or their employees, directors, officers, members, partners, consultants, agents, shareholders or clients (in each case past, present or future) into disrepute or likely to damage its or their reputation.

4.6	The Company shall not authorise the publication of:

4.6.1

any disparaging or untrue comments or statements (written or oral) about you; nor

4.6.2

any comments or statements likely to bring you into professional disrepute or likely to damage your professional reputation.

4.7	You shall not (directly or indirectly) disclose to, or discuss with, any reporter, author, producer or similar representative of the media:

4.7.1

4.7.2

any aspect of your tenure as an employee or director of the Company or any other Group Company;

or take any other action which is intended to or likely to result in such information being made available, or promoted, to the general public in any form (including but not limited to books, articles, writings, television, film, internet, video and audiotape).

5.	Warranties

5.1	You warrant and represent (as a strict condition of this Agreement) that prior to the date of this Agreement:

5.1.1

you have not started, or agreed (orally or in writing) to start:

5.1.1.1

employment with any person; or

5.1.1.2

other work of remunerative value, whether or not in fact remunerated (including but not limited to any contract for services, office or work for deferred remuneration);

or received (orally or in writing), and do not have an immediate expectation of receiving, any offer of such employment or work; and

5.1.2

you have committed no material breach of duty to the Company or any other Group Company (whether such duty is express or implied and including but not limited to any fiduciary duty) and you are not aware of any such breach by any other director, member, partner or employee of the Company or any other Group Company; and

5.1.3

you have not made any statement or comment or done any act or taken any step that would constitute a breach of clause 4 above if it had occurred after the date of this Agreement.

Without prejudice & subject to contract

Tax

6.1

You agree to be exclusively responsible for the payment of any and all tax and/or employee National Insurance or similar contributions (whether in the United Kingdom or elsewhere) in respect of the payments and benefits referred to in clause 2 above (save to the extent deducted by the Company) including but not limited to the payment of:

6.1.1

any and all further income tax which may become due in respect of such payments as a result of the Company operating PAYE using Code 0T;

6.1.2

any and all further tax and employee National Insurance contributions in respect of the Payment in Lieu, the Basic Severance, the Change in Control Severance and the Termination Payment; and

6.1.3

any and all tax and employee National Insurance contributions in respect of the fees referred to at sub-clause 2.7 above.

Further, you agree to indemnify on demand and keep indemnified each and every Group Company (on an after tax basis) against any and all liability for the payment of such tax and employee National Insurance contributions, and against any and all penalties, interest, costs and expenses incurred by any Group Company in connection therewith (save to the extent caused directly by any delay on the part of the Company in dealing with a relevant demand, assessment or determination from HM Revenue & Customs).

7.	Conditions regulating settlement agreements

7.1	You confirm that you have received advice from Rod Horler of Dixon Ward as to the terms and effect of this Agreement and, in particular, its effect on your ability to pursue your rights and complaints before an employment tribunal.

7.2

You confirm that the conditions regulating settlement agreements or, as the case may be, compromise agreements or compromise contracts under s203 Employment Rights Act 1996, regulation 35 of the Working Time Regulations 1998, s77 Sex Discrimination Act 1975, s72 Race Relations Act 1976, paragraph 2 of Schedule 3A to the Disability Discrimination Act 1995, s288 Trade Union and Labour Relations (Consolidation) Act 1992, s9 Disability Discrimination Act 1995, s49 National Minimum Wage Act 1998, regulation 41 of the Transnational Information and Consultation of Employees Regulations 1999, Schedule 4 Employment Equality (Sexual Orientation) Regulations 2003, Schedule 4 Employment Equality (Religion or Belief) Regulations 2003, regulation 40 of the Information and Consultation of Employees Regulations 2004, regulation 9 of the Part-Time Workers (Prevention of Less Favourable Treatment) Regulations 2000, regulation 10 of the Fixed-Term Employees (Prevention of Less Favourable Treatment) Regulations 2002, regulation 62 of the Companies (Cross-Border Mergers) Regulations 2007, section 58 of the Pensions Act 2008, paragraph 13 of the Schedule to the Occupational and Personal Pension Schemes (Consultation by Employers and Miscellaneous Amendment) Regulations 2006, Schedule 5 Employment Equality (Age) Regulations 2006 and s147 Equality Act 2010 are satisfied.

8.	Miscellaneous

8.1	This Agreement comprises this written agreement and its schedules (in each case as modified, extended, restated and/or replaced from time to time). The headings are inserted for convenience only and shall not affect the construction of this Agreement.

Without prejudice & subject to contract

8.2	For the purposes of this Agreement:

8.2.1

‘ the Group ’ means the Company and any other company which is for the time being its subsidiary or its holding company or a subsidiary of any such holding company, provided that such reference shall include (but not be limited to):

8.2.1.1

Markit, IHS and IHS Markit (as defined in this Agreement) and all of those entities of which you are or were a director, including those listed at clause 3.5.2.2 above;

8.2.1.2

the Trustees for the time being of the Markit group pension scheme; and

8.2.1.3

the direct and indirect shareholders of the Company and any and all other entities for which you worked, or otherwise had a business relationship in connection with your employment, between 4 June 2007 and the Termination Date;

(and the predecessors, successors and intra-group assigns of any of the foregoing).

8.2.2

‘ Group Company ’ means any entity within the Group;

8.2.3

the terms ‘ holding company ’ and ‘ subsidiary ’ have the meanings ascribed to them in Part 38 Companies Act 2006; and

8.2.4

‘ person ’ includes a natural person, firm, partnership, company, corporation, association, organisation, institution, foundation, trust, government, state, agency, body or other entity (in each case whether or not having separate legal personality) and may refer to one or more of the foregoing as the context so requires.

8.3	This Agreement, although marked ‘ without prejudice and subject to contract , will upon signature by both parties be treated as an open document evincing an agreement binding on both parties.

8.4

This Agreement may be executed in any number of counterparts, each of which, when executed, shall be an original, and all the counterparts together shall constitute one and the same instrument. Delivery of an executed signature page of a counterpart by facsimile transmission or by electronic mall in AdobeTM Portable Document Format (PDF) shall take effect as delivery of an executed counterpart of this Agreement.

8.5	This Agreement does not, and shall not be deemed to, constitute an admission of liability by the Company or any Group Company.

8.6	This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English Courts.

8.7	Nothing in this Agreement (including but not limited to the provisions of clause 4) shall preclude or limit the operation of any common law obligations owed by you to the Group at any time.

8.8

Any reference in this Agreement to a statute, statutory provision or subordinate legislation (‘ legislation ’) shall be construed as referring to such legislation as amended and in force from time to time and to any legislation which re-enacts or consolidates or modifies such legislation from time to time.

Without prejudice & subject to contract

8.9

This Agreement contains the entire and only agreement between you and the Group. It is in substitution for all previous arrangements, understandings and agreements in relation to the subject matter of this Agreement. You acknowledge that in entering into this Agreement you have not relied on any representations or undertakings (whether oral or in writing) except such as are expressly incorporated into this Agreement.

8.10	A Group Company, and any employee, director, officer, member, partner, consultant, or agent (in each case past, present or future) of any Group Company, may, in accordance with the Contracts (Rights of Third Parties) Act 1999, enforce any term of this Agreement.

8.11

The benefit of the provisions of this Agreement are held by the Company for itself and on trust for all other Group Companies, and all employees, directors, officers, members, partners, consultants, and agents (in each case past, present and future) of the Group Companies, and shall be enforceable by the Company on behalf of the same as though they were parties to this Agreement.


Signed		/s/ illegible
		on behalf of Market Group Limited

Signed		/s/ Jeff Gooch
		Jeff Gooch

Without prejudice & subject to contract

SCHEDULE 1

[To be typed on the headed notepaper of the adviser’s firm]

[date]

Strictly private & confidential

FAO: Sarah Bateman

Head of Human Resources

Markit Group Ltd

Ropemaker Place

25 Ropemaker Street

London

EC2Y 9LY

Dear Sirs

Jeff Gooch

I, Rod Horler, of Dixon Ward of 16 The Green, Richmond, Surrey, TW9 1QD, am writing in connection with the settlement agreement between my client Jeff Gooch and Markit Group Limited dated 21 July 2016 (‘ the Settlement Agreement ’). I confirm that I have asked my client to inform me of all complaints and rights which he has or thinks he may have against Markit Group Limited and/or the Group (as defined in the Settlement Agreement) and/or any other person arising out of or in connection with his employment or its termination and the Settlement Agreement has been prepared on this basis. I confirm that I have given independent advice to my client on the terms and effect of the Settlement Agreement and, in particular, its effect on his ability to pursue his complaints and rights before an employment tribunal and on his other statutory and contractual rights.

I confirm that (a) I am a solicitor of the Senior Courts holding a current practising certificate and (b) there is in force, and was in force at the time I gave the advice referred to above, a contract of insurance covering the risk of a claim by Jeff Gooch in respect of any loss arising in consequence of that advice.

I also confirm that (c) I am not employed by, or acting in this matter for, Markit Group Limited or any associated employer and (d) I am not connected with, or employed by or acting in this matter for any person connected with Markit Group Limited within the meaning of s 147(8) and s 147(9) Equality Act 2010.

Yours faithfully

[ Adviser’s name ]

[ Att: certification ]

Without prejudice & subject to contract

SCHEDULE 2

(The descriptions below of legislative provisions are provided for ease of reference only and shall not affect the construction of this Schedule.)

Part A (claims you have or might have)

1.	Any claim for pay in lieu of notice or damages for termination of employment without notice.

2.	Any claim for holiday pay (whether under regulation 30 of the Working Time Regulations 1998 or under contract or otherwise).

3.	Any complaint of unfair dismissal (under Part X of the Employment Rights Act 1996).

4.	Any claim for outstanding pay, overtime, bonuses, commission, expenses, allowances, awards or other sums or benefits (whether under s13 or 15 of the Employment Rights Act 1996 or under contract or otherwise).

5.	Any other claim for damages for breach of contract or misrepresentation.

6.	Any claim for a redundancy payment (whether under s135 of the Employment Rights Act 1996 or under contract or otherwise).

7.	Any claim arising under or out of a contravention or alleged contravention of s64, 68, 68A, 70B, 86, 87, 137, 138, 145A, 145B, 146, 168, 168A, 169, 170, 174, 188, 190 or 192 of, or paragraph 156 of Schedule A1 to, the Trade Union and Labour Relations (Consolidation) Act 1992.

Without prejudice & subject to contract

Part B (claims you do not have)

1.	Any complaint under or arising out of a contravention or alleged contravention of s 8 of the Employment Rights Act 1996 (itemised pay statement).

2.	Any complaint under or arising out of a contravention or alleged contravention of Part V of the Employment Rights Act 1996 (protection from detriment) including but not limited to a claim in relation to s 10 of the Employment Relations Act 1999 (right to be accompanied).

3.	Any complaint under or arising out of a contravention or alleged contravention of Part VI and Part 6A of the Employment Rights Act 1996 (time off work and study and training).

4.	Any complaint under or arising out of a contravention or alleged contravention of Part VII of the Employment Rights Act 1996 (suspension on medical or maternity grounds).

5.	Any complaint under or arising out of a contravention or alleged contravention of s80(1) of the Employment Rights Act 1996 (parental leave).

6.	Any complaint under or arising out of a contravention or alleged contravention of s80G(1) or 80H(1) of the Employment Rights Act 1996 (flexible working requests).

7.	Any complaint under or arising out of a contravention or alleged contravention of s92 of the Employment Rights Act 1996 (written statement of reasons for dismissal).

8.	Any complaint under s120 of the Equality Act 2010 (or otherwise) of:

•

direct discrimination, indirect discrimination, harassment or victimisation related to:

•

sex;

•

race;

•

disability;

•

sexual orientation;

•

religion or belief;

•

age;

•

marriage or civil partnership;

•

gender reassignment;

•

pregnancy or maternity;

•

discrimination arising from disability;

•

failure to comply with a duty to make reasonable adjustments.

For the avoidance of doubt, this includes (but is not limited to) any claim for compensation for personal injury pursuant to the foregoing and any future complaint of victimisation (arising out of any acts or omissions whether before or after the Termination Date).

Without prejudice & subject to contract

9.	Any complaint under s120 or s127 of the Equality Act 2010 relating to an equality clause or rule.

10.	Any complaint under:

•

s2(1) of the Equal Pay Act 1970 or Article 141 of the EU Treaty;

•

s63 of the Sex Discrimination Act 1975;

•

s54 of the Race Relations Act 1976;

•

s17A or 25(8) of the Disability Discrimination Act 1995;

•

regulation 28 of the Employment Equality (Sexual Orientation) Regulations 2003;

•

regulation 28 of the Employment Equality (Religion or Belief) Regulations 2003;

•

regulation 36 of the Employment Equality (Age) Regulations 2006.

For the avoidance of doubt, this includes (but is not limited to) any claim for compensation for personal injury pursuant to such legislation and any future complaint of victimisation (arising out of any acts or omissions whether before or after the Termination Date).

11.	Any other claim under regulation 30 of the Working Time Regulations 1998.

12.	Any other claim in relation to the Employment Rights Act 1999.

13.	Any claim under or by virtue of s 11, 18, 19(D), 20(1)(a) or 24 of the National Minimum Wage Act 1998.

14.	Any claim arising out of a contravention or alleged contravention of regulation 5(1) or 7(2) of the Part-time Workers (Prevention of Less Favourable Treatment) Regulations 2000.

15.	Any claim under or arising out of a contravention or alleged contravention of regulation 3, 6(2) or 9 of the Fixed-term Employees (Prevention of Less Favourable Treatment) Regulations 2002.

16.	Any claim under regulation 27 or 32 of the Transnational Information and Consultation of Employees Regulations 1999.

17.	Any claim before an employment tribunal under regulation 29 or 33 of the Information and Consultation of Employees Regulations 2004.

18.	Any proceedings before the Central Arbitration Committee or Employment Appeal Tribunal under the Information and Consultation of Employees Regulations 2004.

19.	Any claim under paragraph 4 or 8 of the Schedule to the Occupational and Personal Pension Schemes (Consultation by Employers and Miscellaneous Amendment) Regulations 2006.

Without prejudice & subject to contract

20.	Any claim under any law of the European Union (including but not limited to Treaties and Directives).

21.	Any claim in respect of defamation.

22.	Any claim under the Protection from Harassment Act 1997.

23.	A claim under regulation 15 or 18 of the Transfer of Undertakings (Protection of Employment) Regulations 2006 (and you confirm that you are not aware of any other person being entitled to bring a claim thereunder in respect of your employment);

24.	A claim under regulation 5, 12, 13 or 17(2) of the Agency Workers Regulations 2010.

Without prejudice & subject to contract

SCHEDULE 3

[ agreed reference ]

[ Example ]

TO WHOM IT MAY CONCERN

Dear Sirs

Jeff Gooch

Thank you for your enquiry regarding Jeff Gooch.

Jeff was employed by Markit Group Limited, from 4 June 2007 until 13 September 2016, latterly in the position of Chief Financial Officer for Markit.

Jeff’s employment ended by reason of redundancy.

Whilst we are happy to provide this reference for your private information, we do not accept any responsibility or liability of any sort in connection with it.

Please note that we are unable to provide you with a more tailored reference, as it is our policy to provide basic employment information only. Nothing negative or positive should be read into this.

Yours faithfully

on behalf of Markit Group Limited

Without prejudice & subject to contract

SCHEDULE 4

[ Termination Date ]

Board of Directors

[Markit Valuations Limited MarkitSERV Holdings Limited MarkitSERV FX Limited TradeSTP Limited MarkitSERV, LLC MarkitSERV Limited Markit Analytics (UK) Limited Markit Economics Limited Markit EDM Hub Limited, Markit EDM Limited Markit Equities Limited Markit Group (UK) Limited Markit Group Limited Markit Indices Limited Markit Securities Finance Analytics Consulting Limited Markit Securities Finance Analytics Limited BOAT Limited Securities Finance Systems Limited Securities Lending Services Group Limited Markit Luxembourg Sàrl Thinkfolio Limited ThinkFolio Pty Limited Markit India Services Private Limited Markit Genpact KYC Services Limited Markit NV Markit Group Holdings Limited Markit Valuation Services Limited Information Mosaic (UK) Limited Information Mosaic Software Private Limited Information Mosaic Limited Information Mosaic Asia SND.BHD. Option Computers Limited RCP Trade Solutions Limited CoreOne Technologies (Belgium) BVBA CoreOne Technologies-DeltaOne Solutions Limited CoreOne Technologies India Private Limited Markit Operations Designated Activity Company]

Dear Sirs

I hereby resign as a director of [ entity name ] with effect from today’s date.

I confirm that I have no claim against [ entity name ] for compensation for loss of office.

Yours faithfully

Jeff Gooch

Exhibit 10.79

MARKIT GROUP LIMITED

CONTRACT OF EMPLOYMENT

PURSUANT TO THE EMPLOYMENT RIGHTS ACT 1996

This statement dated as of 1 July 2014 (the “Effective Date”) sets out the terms and conditions of the continued employment of Stephen Wolff by Markit Group Limited (the “Company”). This statement replaces and supersedes your existing contract of employment with the Company dated 9 December 2013 (the “Prior Agreement”).

1.	Term of Contract, Job Title and Duties

1.1.

Your employment will continue under this statement commencing on the Effective Date until terminated pursuant to the terms of this statement (such period, the “Term”). You will continue to be employed as Managing Director, Head of Corporate Development and will perform all acts, duties and obligations and comply with such orders as may be designated by the Company from time to time. The Company may require you to undertake the duties of another position, either in addition to or instead of the above duties, it being understood that you will not be required to perform duties which are not reasonably within your capabilities. You will also serve (or continue to serve) as an officer and/or director of any Group Company as specified by the Company, in each case without additional compensation. You will serve the Company faithfully and diligently in the performance of your duties. You will use your best efforts to further the interests of the Company and to comply with all lawful instructions and directions of the Company as may be in effect from time to time.

1.2.

2.	Compensation

2.1.

2.2.

2.3.

3.	Place of Work

3.1.

4.	Working Hours

4.1.

4.2.

5.	Holiday

5.1.

5.2.

6.	Benefits

6.1.

6.2.

6.3.

7.	Incapacity for Work

7.1.

7.2.

You agree to consent to an examination by a doctor nominated by the Company should the Company so require, and to the doctor’s report being given to the Company.

7.3.

Full particulars of the sickness procedure are set out in the Employee Handbook.

8.	Leaving Procedures

8.1.

8.2.

8.2.1.

not to enter or attend the premises of the Company or any Group Company;

8.2.2.

not to contact or have any communication with clients, employees, customers, agents or representatives of the Company or any Group Company;

8.2.3.

not to undertake all or any of your duties hereunder;

8.2.4.

8.3.

8.4.

8.4.1.

any bonus or commission payments that might otherwise have been due during the period for which the Payment in Lieu is made;

8.4.2.

any payment in respect of benefits which you would have been entitled to receive during the period for which the Payment in Lieu is made; and

8.4.3.

any payment in respect of any holiday entitlement that would have accrued during the period for which the Payment in Lieu is made.

8.5.

8.6.

8.7.

8.8.

8.9.

For the purposes of this statement, “ Cause ” will have the meaning ascribed to it in the Markit Ltd. 2014 Equity Incentive Plan (the “Plan”).

9.	Consequences of Termination

9.1.

9.1.1.

9.1.2.

delivery or receipt of a written notice of termination), which shall be payable in 12 equal monthly instalments in accordance with the regular payroll practices of the Company, where the first instalment shall be paid on the First Instalment Date (the “Change in Control Severance”). For the avoidance of doubt, the Change in Control Severance will be subject to the same conditions as the Basic Severance (including compliance with the obligations in clauses 8.7, 9.3, 10 and 12) and will be paid concurrently with and, if applicable, in addition to the Basic Severance payments described in this section.

9.2.

9.3.

10.

Restrictions after termination of employment

10.1.

In this clause, the following terms have the following meanings:

“ Termination Date ” means the date of termination of your employment by either party howsoever arising or the date that you go on garden leave, whichever is the earliest.

10.2.

10.2.1.

10.2.2.

for the Restricted Period and in competition with the Company or any Group Company solicit, canvass or endeavour to entice away from the Company, or any Group Company any Customer;

10.2.3.

for the Restricted Period and in competition with the Company or any Group Company deal with or otherwise accept the custom of any Customer;

10.2.4.

for the Restricted Period and in competition with the Company or any Group Company solicit, canvass or endeavour to entice away from the Company or any Group Company any Prospective Customer;

10.2.5.

for the Restricted Period and in competition with the Company or any Group Company deal with or otherwise accept the custom of any Prospective Customer;

10.2.6.

for the Restricted Period solicit the employment or engagement of any Key Employee in a business which is in competition with the Company or any Group Company; and

10.2.7.

10.2.8.

10.3.

10.4.

10.5.

10.6.

10.7.

10.8.

10.9.

11.

Outside Interests

11.1.

12.

Confidentiality

12.1.

foregoing lists of the customers or clients, which may come to your knowledge during your employment, whether or not the same is committed to in writing. Nothing in this clause will prevent you from disclosing information to comply with a Court Order or performing any statutory obligation on you to do so, provided that subject to applicable law, you give the Company advance written notice of the disclosure and afford the Company an opportunity to seek a protective order. This clause is not intended to prevent you from making a “protected disclosure” for the purposes of the Employment Rights Act 1996.

12.2.

12.3.

Your confidentiality restrictions will continue in perpetuity both during and after the Term.

13.

Recoupment

13.1.

Notwithstanding anything to the contrary in this Agreement or any equity or other compensation award agreement between the Company and you, you hereby acknowledge and agree that all compensation paid to you by the Company, whether in the form of cash, equity or any other form of property, will be subject to any compensation recapture policies established by the Company from time to time, in its sole discretion, in order to comply with law, rules or other regulatory requirements applicable to the Company or its employees including without limitation any such policy that is intended to comply with (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules and regulations promulgated thereunder and (ii) the Remuneration Code published by the UK Financial Conduct Authority or other applicable regulatory authority.

14.

Intellectual Property

14.1.

14.2.

15.

Grievance and Disciplinary Procedures

15.1.

A copy of the disciplinary and grievance procedures, which do not form a term of your contract of employment, are available in the Employee Handbook.

16.

General Regulations

16.1.

17.

Personal Data

17.1.

17.2.

17.3.

17.4.

18.

Assistance in Litigation

18.1.

19.

Company Authorization for Publication

19.1.

20.

Miscellaneous

20.1.

20.2.

20.3.

20.4.

The provisions of this statement which by their terms call for performance subsequent to termination of your employment, or of this statement, shall so survive such termination.

20.5.

20.6.

20.7.

20.8.

Company may withhold from any benefits payable under this Agreement all applicable deductions, including, without limitation, in respect of tax and National Insurance Contributions..


In witness whereof this agreement has been signed as a deed and delivered on the date written below.

/s/ Stephen Wolff	Stephen Wolff	14/8/2014
Signed as a deed by Stephen Wolff	Print	Date

*In the presence of*

/s/ illegible		14/8/2014
Witness signature	Name, Address and Occupation	Date

Signed on behalf of Markit Group Limited by

/s/ illegible		14/8/2014
Signature	Print	Date

Schedule A

Vesting Schedule

Schedule B

Competitive Businesses

•

The McGraw-Hill Companies Inc.

•

IHS. Inc.

•

MSCI, Inc.

•

Nasdaq OMX Group Inc.

•

Morningstar, Inc.

•

Verisk Analytics, Inc.

•

MarketAxess Holdings Inc.

•

CME Group Inc.

•

Intercontinental Exchange, Inc.

•

FactSet Research Systems Inc.

•

Thomson Reuters Corporation

•

Bloomberg L.P.

•

ICAP plc

•

Interactive Data Corporation

Exhibit 10.80

Without prejudice & subject to contract

DATED 5 October 2016

MARKIT GROUP LIMITED (1)

and

STEPHEN WOLFF (2)

SETTLEMENT AGREEMENT

Without prejudice & subject to contract

TABLE OF CONTENTS


1.	Termination of employment and directorships	3

2.	The Company’s obligations	4

3.	Your immediate obligations	5

4.	Ongoing obligations	7

5.	Warranties	9

6.	Tax	9

7.	Conditions regulating settlement agreements	10

8.	Miscellaneous	10

Schedule 1		13

Schedule 2		15

Schedule 3		18

Schedule 4		19

Without prejudice & subject to contract

SETTLEMENT AGREEMENT

DATED 5 October 2016

PARTIES

(1)	Markit Group Limited , a company registered in England with registered number 04185146, whose registered office is at 4 ^th Floor, Ropemaker Place, 25 Ropemaker Street, London EC2Y 9LY (‘ the Company ’); and

(2)	Stephen Wolff (‘ you ’).

RECITALS

(A)	You are employed by the Company under the terms of a contract of employment dated 1 July 2014 (‘the Contract of Employment’).

(B)	Your period of continuous employment with the Company began on 30 September 2013.

(C)

Following an agreement between Markit Ltd. (‘Markit’) and IHS, Inc. (‘IHS’), by which Markit and IHS combine in an all-share merger of equals to create a combined entity (‘IHS Markit’) following a period of integration, your role as Head of Group Corporate Strategy will no longer be required and your employment will therefore terminate by reason of redundancy. This Agreement records the terms on which it is agreed that your employment will terminate.

AGREEMENT

1.	Termination of employment and directorships

1.1

Your employment with the Company will terminate on 5 October 2016 or such earlier date as the Company may direct (‘ the Termination Date ’) by reason of redundancy. You shall continue to work as normal, and shall comply with all your ongoing duties as an employee and this shall include working with (and complying with the reasonable directions of) the Company, IHS and IHS Markit to ensure a smooth and orderly handover and transition of your work, and to assist with aspects of the integration of the business of IHS Markit and to manage the completion of any other work or projects that you currently have responsibility for and are asked to assist with during the transitional period between the completion of the merger forming IHS Markit and the Termination Date, up to and including the Termination Date and you will continue to receive your normal salary and benefits up to the Termination Date. However, nothing affects the right of the Company to place you on garden leave at any time and for any period prior to the Termination Date (provided you continue to be paid in accordance with this Agreement and the Contract of Employment).

1.2

With effect from the Termination Date or such earlier date as the Company directs and with your agreement (such agreement not to be unreasonably withheld), you shall, in accordance with clause 3.5.2.2 below, resign (without compensation) from all directorships and other offices and positions that you hold in connection with your employment.

1.3	On the Termination Date you shall cease to be entitled to receive any further salary, benefits or other sums (except as set out below). You warrant and represent that (except as set out below):

1.3.1

you have received all salary, benefits and other amounts owing to you up to and including the Termination Date; and

1.3.2

save for the entitlements referred to at clause 2.8 below you do not have, and will not have following the Termination Date, any entitlement under or in connection with any share, share option or similar incentive or reward scheme and that neither the Company nor any Group Company (nor any trustees of any scheme established by the Company or any other Group Company) is or shall be liable to make any payment or provide you with shares or any other benefit under or in connection with any such scheme.

Without prejudice & subject to contract

2.	The Company’s obligations

Provided you comply in in all material respects with sub-clause 3.5 below and subject to your continued compliance in all material respects with the terms of this Agreement, the Company shall comply with the following provisions.

Payments

2.1	The Company shall pay you, through the normal October payroll, (less UK income tax and National Insurance contributions):

2.1.1

your accrued salary for October up to and including the Termination Date, provided you continue to work as required by clause 1.1; and

2.1.2

a sum in lieu of any accrued untaken holiday as at the Termination Date; and

2.1.3

the sum of £24,615.38 in lieu of your entitlement to four weeks’ notice (‘ the Payment in Lieu ’); and

2.1.4

the sum of £100 as consideration for the obligations set out in clause 4 below.

2.2

2.3

The Company shall pay to you the total sum of £200,000 which shall be paid in three equal monthly instalments of £66,666.67 (less UK income tax and National Insurance contributions), in accordance with and calculated under clause 9.1.1 of the Contract of Employment (‘ the Basic Severance ’). The first such monthly instalment of the Basic Severance shall be paid on or before the first working day no less than 28 days after your compliance with clause 3.5 of this Agreement and each subsequent instalment shall be paid monthly thereafter. Each instalment shall be subject always to your continued compliance in all material respects with the terms of this Agreement.

2.4

The Company shall pay to you the total sum of £800,000 which shall be paid in twelve equal monthly instalments of £66,666.67 (less UK income tax and National Insurance contributions), in accordance with and calculated under clause 9.1.2 of the Contract of Employment (‘ the Change in Control Severance ’). The first such monthly instalment of the Change in Control Severance shall be paid on or before the first working day no less than 28 days after your compliance with clause 3.5 of this Agreement and each subsequent instalment shall be paid monthly thereafter. Each instalment shall be subject always to your continued compliance in all material respects with the terms of this Agreement.

2.5

The Company shall pay you, within thirty days after the Termination Date (by bank credit transfer), the sum of £448,505 in connection with the termination of your employment (‘ the Termination Payment ’) (less UK income tax only on the excess over £30,000). For the avoidance of doubt, the Termination Payment includes your entitlement to any statutory redundancy payment.

Benefits

2.6

Without prejudice & subject to contract

response to the terms in which the request is expressed, always provided it remains consistent with the terms and spirit of the agreed reference.) The Company may amend the reference (and deal with any oral enquiries relating to that agreed reference) as may be necessary (a) to reflect the discovery of material facts not known to the HR Department at the date of this Agreement; and/or (b) if the reference is being requested in connection with a regulated role, to ensure the Company complies with the duties imposed upon it by the relevant regulatory body and any applicable statute, regulation and regulatory guidance (including but not limited to the Financial Conduct Authority and Prudential Regulatory Authority and the Financial Services and Markets Act 2000).

2.7

The Company shall contribute up to £750 inclusive of VAT and disbursements towards your legal fees for advice given to you in connection with the termination of your employment (including the terms and effect of this Agreement). Such payment shall be made direct to your adviser (as identified in sub-clause 7.1 below) (‘ the Adviser ’) within thirty days of the Company receiving an invoice addressed to you and marked as payable by the Company.

2.8

The outstanding equity awards that you hold as of the Termination Date (as detailed below) will vest in full as of the Termination Date and any stock options will remain exercisable for a period of 12 months from the Termination Date, subject to the terms and conditions of the Markit Limited 2014 Equity Incentive Award Plan, as amended (the ‘ 2014 Equity Plan ’) and the applicable award agreements. As of the date of issue of this agreement you hold the following equity awards:

2.8.1

600,000 stock options (your ‘ Options ’) under the 2014 Equity Plan;

2.8.2

40,172 shares of restricted stock granted under the 2014 Equity Plan.

If you decide to exercise your Options you must exercise through your Fidelity Account, subject to all applicable trading restrictions.

3.	Your immediate obligations

3.1

3.1.1

including but not limited to the particular proceedings set out in Part A of Schedule 2;

3.1.2

but excluding:

3.1.2.1

any claim to enforce the terms of this Agreement (including in respect of clause 2.8 above and your ongoing entitlements under the 2014 Equity Plan);

3.1.2.2

any claim for accrued pension rights; or

3.1.2.3

any personal injury claim (save personal injury claims pursuant to discrimination legislation and personal injury claims in relation to injuries of which you are aware at the date of this Agreement).

Without prejudice & subject to contract

3.2	You warrant and represent (as a strict condition of this Agreement) that:

3.2.1

as at the date of this Agreement you are not aware of:

3.2.1.1

any circumstances or injuries which may give rise to a personal injury claim against the Company or any other Group Company;

3.2.1.2

any circumstances which may give rise to a dispute regarding your pension rights;

3.2.2

3.2.3

3.2.4

you have received advice about the terms and effect from an independent adviser (who at all relevant times is and has been covered by a contract of insurance or professional indemnity covering the risk of a claim by you); and

3.2.5

3.3

If you, or any person on your behalf, commence or continue proceedings in a tribunal or court or other forum in respect of any of the matters described or referred to in sub-clause 3.1 including but not limited to those set out in Parts A and B of Schedule 2 (but excluding those referred to in sub-clause 3.1.2), or if you fail to comply in any material way with any other material term of or referred to in this Agreement, or if the Company discovers that any warranty made by you in this Agreement is substantively untrue, then, without prejudice to any other remedy the Company or any other Group Company may have:

3.3.1

you shall cease immediately to be entitled to receive, or the Company shall be entitled to immediate repayment of, (as appropriate) the Payment in Lieu if it has not been paid, that part of each of the Basic Severance, the Change in Control Severance that has yet to be paid by the Company and the Termination Payment if it has not been paid;

3.3.2

any of your Options that remain outstanding and exercisable at such time shall be forfeited for no consideration;

3.3.3

you shall indemnify on demand and keep indemnified each and every Group Company against any and all losses suffered and sums incurred (including but not limited to compensation payments and reasonable legal and other expenses) in connection therewith; and

3.3.4

you shall not object to any application by the Company or any other Group Company or any other person for such proceedings to be struck out.

3.4

You acknowledge that the terms of clause 3.3 above are fair and reasonable in all the circumstances. You also acknowledge that, whilst the Payment in Lieu, the Basic Severance, the Change in Control Severance and the Termination Payment (‘the Payments ’) represent valuable consideration, they do not in any way represent an estimate of the losses the Company or any other Group Company may suffer, or a limit on the damages the Company or any other Group Company may seek to recover or a representation that damages would be an adequate remedy, in the event of a breach of any of the terms of this Agreement (save in respect of a breach of clause 3.5, 4.2, 4.3, 4.4 or 5.1.1 of this Agreement only, in respect of

Without prejudice & subject to contract

which the Company agrees to cap any damages sought in the event of any breach by you to the value of the Payments and to put a limit in time on any potential claim for damages by the Company or any Group company of six years and one month from the Termination Date. This remains without prejudice to the terms of clause 3.3 and the rest of this Agreement).

3.5	You shall:

3.5.1

on or before 5 October 2016 deliver to Natalie Charalambous at the Company’s premises at 4 ^th Floor, Ropemaker Place, 25 Ropemaker Street, London EC2Y 9LY this Agreement duly signed by you, together with a signed and dated letter from the Adviser in the form set out in Schedule 1; and

3.5.2

on or within 7 days of the Termination Date deliver to Natalie Charalambous at the same address:

3.5.2.1

all property (in whatever form and on whatever media) of or relating to the businesses of the Group which is in your possession or under your control (including but not limited to your credit card, your mobile telephone, lap top, personal computer as provided by the Company and all documents and accessories relating to them and information and software stored on them and all other business equipment, security passes, keys, price lists, client lists, correspondence and material containing or referring to the Group’s confidential information) and you shall not retain any copies, drafts, notes, extracts or summaries of them; and

3.5.2.2

If requested, you shall provide the Company with written confirmation and reasonable evidence that you have complied in full with sub-clause 3.5.2.1 above. Furthermore, if the Company in its reasonable belief has good reason to do so, you authorise the Company to inspect (on an agreed date, by an agreed expert and at an agreed time and with you in attendance), any and all computer and other electronic equipment belonging to you to ensure that you have complied in full with such sub-clause.

3.6

4.	Ongoing obligations

Protection of business interests

4.1

You confirm that the Company (and every Group Company) has committed no breach of your contract of employment and therefore you are bound by the terms of your Contract of Employment including those terms expressed to continue to comply following the termination of your employment, including the terms set out in clauses 10, 12, 13, 14 and 15 of the Contract of Employment, as well as by your common law duty of confidentiality and any and all other obligations upon you. You also acknowledge and agree that the restrictions after the termination of employment as set out in clause 10 of the Contract of Employment are fair and reasonable and remain fully enforceable, you agree that IHS, Markit, IHS Markit and each

Without prejudice & subject to contract

Group Company as defined in this Agreement constitute Group Companies as referred to in the Contract of Employment and you agree to comply with those restrictions following and notwithstanding the termination of your employment.

Legal matters

4.2

4.2.1

4.2.2

4.2.3

The obligations above shall be subject to the Company meeting any reasonable out-of-pocket expenses that you necessarily and wholly incur in complying with this sub-clause, provided they are approved in writing in advance by the Company (such approval not to be unreasonably withheld or delayed).

Comments and statements

4.3	Following the Termination Date, you shall not (directly or indirectly) falsely represent yourself as being in any way connected with the businesses of the Company or the Group.

4.4

You shall not (directly or indirectly) disclose to any person (including but not limited to employees of the Group) the existence or terms of this Agreement (including but not limited to the payments the Company has agreed to make but excluding the obligation/s on you contained or referred to in this clause 4) or the circumstances of the termination of your employment and directorships (except in the terms of the agreed reference set out in Schedule 3), save that you may make truthful disclosures of such information:

4.4.1

to your immediate family and your legal and financial advisers provided in each case you make the recipient of the information aware of its confidential nature and use your reasonable endeavours to ensure that such recipient does not disclose it to any other person; and

4.4.2

4.5	You shall not (directly or indirectly) make or publish:

4.5.1

any disparaging or untrue comments or statements (written or oral) about the Company or any other Group Company or any of its or their employees, directors, officers, members, partners, consultants, agents, shareholders in respect of their professional capacity or clients (in each case past, present or future); nor

Without prejudice & subject to contract

4.5.2

4.6	The Company shall not authorise the publication of:

4.6.1

any disparaging or untrue comments or statements (written or oral) about you; nor

4.6.2

any comments or statements likely to bring you into professional disrepute or likely to damage your professional reputation.

4.7	You shall not (directly or indirectly) disclose to, or discuss with, any reporter, author, producer or similar representative of the media:

4.7.1

any information about the Company or any other Group Company or any of its or their employees, directors, officers, members, partners, consultants, agents, shareholders or clients (in each case past, present or future) in respect of their tenure as an employee, director, officer, member, partner, consultant, agent, shareholder or client the Company or any other Group Company; or

4.7.2

any aspect of your tenure as an employee or director of the Company or any other Group Company;

5.	Warranties

5.1	You warrant and represent (as a strict condition of this Agreement) that prior to the date of this Agreement:

5.1.1

you have not started, or agreed (orally or in writing) to start:

5.1.1.1

employment with any person; or

5.1.1.2

other work of remunerative value, whether or not in fact remunerated (including but not limited to any contract for services, office or work for deferred remuneration);

or received (orally or in writing), and do not have an immediate expectation of receiving, any offer of such employment or work; and

5.1.2

you have committed no material breach of duty to the Company or any other Group Company (whether such duty is express or implied and including but not limited to any fiduciary duty) and you are not aware of any such breach by any other director or senior employee of the Company or any other Group Company; and

5.1.3

you have not made any statement or comment or done any act or taken any step that would constitute a breach of clause 4 above if it had occurred after the date of this Agreement.

Tax

6.1

You agree to be exclusively responsible for the payment of any and all tax and/or employee National Insurance or similar contributions (whether in the United Kingdom or elsewhere) in respect of the payments and benefits referred to in clause 2 above (save to the extent to be deducted by the Company) including but not limited to the payment of:

6.1.1

any and all further income tax which may become due in respect of such payments as a result of the Company operating PAYE using Code 0T;

Without prejudice & subject to contract

6.1.2

any and all employee National Insurance contributions in respect of the Payment in Lieu, the Basic Severance and the Change in Control Severance and in respect of the first £30,000 of the Termination Payment; and

6.1.3

any and all tax and employee National Insurance contributions in respect of the fees referred to at sub-clause 2.7 above.

7.	Conditions regulating settlement agreements

7.1	You confirm that you have received advice from Matthew Lewis of Squire Patton Boggs (UK) LLP as to the terms and effect of this Agreement and, in particular, its effect on your ability to pursue your rights and complaints before an employment tribunal.

7.2

The conditions regulating settlement agreements or, as the case may be, compromise agreements or compromise contracts under s203 Employment Rights Act 1996, regulation 35 of the Working Time Regulations 1998, s77 Sex Discrimination Act 1975, s72 Race Relations Act 1976, paragraph 2 of Schedule 3A to the Disability Discrimination Act 1995, s288 Trade Union and Labour Relations (Consolidation) Act 1992, s9 Disability Discrimination Act 1995, s49 National Minimum Wage Act 1998, regulation 41 of the Transnational Information and Consultation of Employees Regulations 1999, Schedule 4 Employment Equality (Sexual Orientation) Regulations 2003, Schedule 4 Employment Equality (Religion or Belief) Regulations 2003, regulation 40 of the Information and Consultation of Employees Regulations 2004, regulation 9 of the Part-Time Workers (Prevention of Less Favourable Treatment) Regulations 2000, regulation 10 of the Fixed-Term Employees (Prevention of Less Favourable Treatment) Regulations 2002, regulation 62 of the Companies (Cross-Border Mergers) Regulations 2007, section 58 of the Pensions Act 2008, paragraph 13 of the Schedule to the Occupational and Personal Pension Schemes (Consultation by Employers and Miscellaneous Amendment) Regulations 2006, Schedule 5 Employment Equality (Age) Regulations 2006 and s147 Equality Act 2010 are satisfied.

8.	Miscellaneous

8.1	This Agreement comprises this written agreement and its schedules (in each case as modified, extended, restated and/or replaced from time to time). The headings are inserted for convenience only and shall not affect the construction of this Agreement.

8.2	For the purposes of this Agreement:

8.2.1

8.2.1.1

Markit, IHS and IHS Markit (as defined in this Agreement) and all of those entities of which you are or were a director, including those listed at clause 3.5.2.2 above;

8.2.1.2

the Trustees for the time being of the Markit group pension scheme; and

8.2.1.3

Without prejudice & subject to contract

(and the predecessors, successors and intra-group assigns of any of the foregoing).

8.2.2

‘ Group Company ’ means any entity within the Group;

8.2.3

the terms ‘ holding company ’ and ‘ subsidiary ’ have the meanings ascribed to them in Part 38 Companies Act 2006; and

8.2.4

8.3	This Agreement, although marked ‘ without prejudice and subject to contract ’, will upon signature by both parties be treated as an open document evincing an agreement binding on both parties.

8.4

This Agreement may be executed in any number of counterparts, each of which, when executed, shall be an original, and all the counterparts together shall constitute one and the same instrument. Delivery of an executed signature page of a counterpart by facsimile transmission or by electronic mail in AdobeTM Portable Document Format (PDF) shall take effect as delivery of an executed counterpart of this Agreement.

8.5	This Agreement does not, and shall not be deemed to, constitute an admission of liability by the Company or any Group Company.

8.6	This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English Courts.

8.7	Nothing in this Agreement (including but not limited to the provisions of clause 4) shall preclude or limit the operation of any common law obligations owed by you to the Group at any time.

8.8

8.9

8.10	A Group Company, and any employee, director, officer, member, partner, consultant, or agent (in each case past, present or future) of any Group Company, may, in accordance with the Contracts (Rights of Third Parties) Act 1999, enforce any term of this Agreement.

8.11

Without prejudice & subject to contract


Signed		/s/ illegible
		on behalf of Markit Group Limited

Signed		/s/ Stephen Wolff
		Stephen Wolff

SCHEDULE 1


		Squire Patton Boggs (UK) LLP 6 Wellington Place Leeds LS1 4AP United Kingdom DX 321801 Leeds 18

		O +44 113 284 7000
5 October 2016		F +44 113 284 7001 squirepattonboggs.com
Strictly Private & Confidential FAO Natalie Charalambous Director Markit Group Ltd Ropemaker Place 25 Ropemaker Street LONDON EC27 9LY		Matthew Lewis T +44 113 284 7525 DF +44 870 458 2803 matthew.lewis@squirepb.com Our ref MBL

Dear Sirs

Stephen Wolff

I, Matthew Lewis, of Squire Patton Boggs (UK) LLP of 6 Wellington Place, Leeds LS1 4AP, am writing in connection with the settlement agreement between my client Stephen Wolff and Markit Group Limited dated 5 October 2016 (‘the Settlement Agreement’). I confirm that I have asked my client to inform me of all complaints and rights which he has or thinks he may have against Markit Group Limited and/or the Group (as defined in the Settlement Agreement) and/or any other person arising out of or in connection with his employment or its termination and the Settlement Agreement has been prepared on this basis. I confirm that I have given independent advice to my client on the terms and effect of the Settlement Agreement and, in particular, its effect on his ability to pursue his complaints and rights before an employment tribunal and on his other statutory and contractual rights.

I confirm that (a) I am a solicitor of the Senior Courts holding a current practising certificate and (b) there is in force, and was in force at the time I gave the advice referred to above, a contract of insurance covering the risk of a claim by Stephen Wolff in respect of any loss arising in consequence of that advice.

46 Offices in 21 Countries

Squire Patton Boggs is the trade name of Squire Patton Boggs (UK) LLP, a Limited Liability Partnership registered in England and Wales with number OC 335584 authorized and regulated by the Solicitors Regulation Authority. A list of the members and their professional qualifications is open to Inspection at 7 Devonshire Square, London, EC2M 4YH. The status “partner” denotes either a member or an employee or consultant who has equivalent standing and qualifications.

Squire Patton Boggs (UK) LLP is part of the international legal practice Squire Panon Boggs, which operates worldwide through a number of separate legal entities.

Please visit squirepattonboggs.com for more information.

Squire Patton Boggs (UK) LLP

FAO Natalie Charalambous

Markit Group Ltd

5 October 2016

Yours faithfully

/s/ Matthew Lewis

Matthew Lewis

Partner

For Squire Patton Boggs (UK) LLP

Without prejudice & subject to contract

SCHEDULE 2

(The descriptions below of legislative provisions are provided for ease of reference only and shall not affect the construction of this Schedule.)

Part A (claims you have or might have)

1.	Any claim for pay in lieu of notice or damages for termination of employment without notice.

2.	Any claim for holiday pay (whether under regulation 30 of the Working Time Regulations 1998 or under contract or otherwise).

3.	Any complaint of unfair dismissal (under Part X of the Employment Rights Act 1996).

4.	Any claim for outstanding pay, overtime, bonuses, commission, expenses, allowances, awards or other sums or benefits (whether under s13 or 15 of the Employment Rights Act 1996 or under contract or otherwise).

5.	Any other claim for damages for breach of contract or misrepresentation.

6.	Any claim for a redundancy payment (whether under s135 of the Employment Rights Act 1996 or under contract or otherwise).

7.	Any claim arising under or out of a contravention or alleged contravention of s64, 68, 68A, 70B, 86, 87, 137, 138, 145A, 145B, 146, 168, 168A, 169, 170, 174, 188, 190 or 192 of, or paragraph 156 of Schedule A1 to, the Trade Union and Labour Relations (Consolidation) Act 1992.

Without prejudice & subject to contract

Part B (claims you do not have)

1.	Any complaint under or arising out of a contravention or alleged contravention of s 8 of the Employment Rights Act 1996 (itemised pay statement).

2.	Any complaint under or arising out of a contravention or alleged contravention of Part V of the Employment Rights Act 1996 (protection from detriment) including but not limited to a claim in relation to s 10 of the Employment Relations Act 1999 (right to be accompanied).

3.	Any complaint under or arising out of a contravention or alleged contravention of Part VI and Part 6A of the Employment Rights Act 1996 (time off work and study and training).

4.	Any complaint under or arising out of a contravention or alleged contravention of Part VII of the Employment Rights Act 1996 (suspension on medical or maternity grounds).

5.	Any complaint under or arising out of a contravention or alleged contravention of s80(1) of the Employment Rights Act 1996 (parental leave).

6.	Any complaint under or arising out of a contravention or alleged contravention of s80G(1) or 80H(1) of the Employment Rights Act 1996 (flexible working requests).

7.	Any complaint under or arising out of a contravention or alleged contravention of s92 of the Employment Rights Act 1996 (written statement of reasons for dismissal).

8.	Any complaint under s120 of the Equality Act 2010 (or otherwise) of:

•

direct discrimination, indirect discrimination, harassment or victimisation related to:

•

sex;

•

race;

•

disability;

•

sexual orientation;

•

religion or belief;

•

age;

•

marriage or civil partnership;

•

gender reassignment;

•

pregnancy or maternity;

•

discrimination arising from disability;

•

failure to comply with a duty to make reasonable adjustments.

9.	Any complaint under s120 or s127 of the Equality Act 2010 relating to an equality clause or rule.

Without prejudice & subject to contract

10.	Any complaint under:

•

s2(1) of the Equal Pay Act 1970 or Article 141 of the EU Treaty;

•

s63 of the Sex Discrimination Act 1975;

•

s54 of the Race Relations Act 1976;

•

s17A or 25(8) of the Disability Discrimination Act 1995;

•

regulation 28 of the Employment Equality (Sexual Orientation) Regulations 2003;

•

regulation 28 of the Employment Equality (Religion or Belief) Regulations 2003;

•

regulation 36 of the Employment Equality (Age) Regulations 2006.

11.	Any other claim under regulation 30 of the Working Time Regulations 1998.

12.	Any other claim in relation to the Employment Rights Act 1999.

13.	Any claim under or by virtue of s 11, 18, 19(D), 20(1)(a) or 24 of the National Minimum Wage Act 1998.

14.	Any claim arising out of a contravention or alleged contravention of regulation 5(1) or 7(2) of the Part-time Workers (Prevention of Less Favourable Treatment) Regulations 2000.

15.	Any claim under or arising out of a contravention or alleged contravention of regulation 3, 6(2) or 9 of the Fixed-term Employees (Prevention of Less Favourable Treatment) Regulations 2002.

16.	Any claim under regulation 27 or 32 of the Transnational Information and Consultation of Employees Regulations 1999.

17.	Any claim before an employment tribunal under regulation 29 or 33 of the Information and Consultation of Employees Regulations 2004.

18.	Any proceedings before the Central Arbitration Committee or Employment Appeal Tribunal under the Information and Consultation of Employees Regulations 2004.

19.	Any claim under paragraph 4 or 8 of the Schedule to the Occupational and Personal Pension Schemes (Consultation by Employers and Miscellaneous Amendment) Regulations 2006.

20.	Any claim under any law of the European Union (including but not limited to Treaties and Directives).

21.	Any claim in respect of defamation.

22.	Any claim under the Protection from Harassment Act 1997.

23.	A claim under regulation 15 or 18 of the Transfer of Undertakings (Protection of Employment) Regulations 2006 (and you confirm that you are not aware of any other person being entitled to bring a claim thereunder in respect of your employment);

24.	A claim under regulation 5, 12, 13 or 17(2) of the Agency Workers Regulations 2010.

Without prejudice & subject to contract

SCHEDULE 3

[ agreed reference ]

[ Example ]

TO WHOM IT MAY CONCERN

Dear Sirs

Stephen Wolff

Thank you for your enquiry regarding Stephen Wolff.

Stephen was employed by Markit Group Limited, from 30 September 2013 until 5 October 2016, latterly in the position of Head of Group Corporate Strategy for Markit.

Stephen’s employment ended by reason of redundancy.

Whilst we are happy to provide this reference for your private information, we do not accept any responsibility or liability of any sort in connection with it.

Please note that we are unable to provide you with a more tailored reference, as it is our policy to provide basic employment information only. Nothing negative or positive should be read into this.

Yours faithfully

on behalf of Markit Group Limited

Without prejudice & subject to contract

SCHEDULE 4

[ Termination Date ]

Board of Directors

Markit Genpact KYC Services Limited

Dear Sirs

I hereby resign as a director of Markit Genpact KYC Services Limited with effect from today’s date.

I confirm that I have no claim against Markit Genpact KYC Services Limited for compensation for loss of office.

Yours faithfully

Stephen Wolff

Exhibit 31.1

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

UNDER THE SECURITIES EXCHANGE ACT, AS AMENDED

I, Jerre L. Stead, certify that:

I have reviewed this Annual Report on Form 10-K of IHS Markit Ltd.;

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

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

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

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

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

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

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

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

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

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

Date: February 21, 2017

/s/ Jerre L. Stead

Jerre L. Stead

Chairman and Chief Executive Officer

Exhibit 31.2

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

UNDER THE SECURITIES EXCHANGE ACT, AS AMENDED

I, Todd S. Hyatt, certify that:

I have reviewed this Annual Report on Form 10-K of IHS Markit Ltd.;

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

Date: February 21, 2017

/s/ Todd S. Hyatt

Todd S. Hyatt

Executive Vice President and Chief Financial Officer

Exhibit 32

CERTIFICATION PURSUANT TO

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

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Each of the undersigned hereby certifies, for the purposes of section 1350 of chapter 63 of title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in his capacity as an officer of IHS Markit Ltd. (the “Company”), that, to his knowledge, the Annual Report on Form 10-K of the Company for the period ended November 30, 2016 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company. This written statement is being furnished to the Securities and Exchange Commission as an exhibit to such report. A signed original of this statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Date: February 21, 2017

/s/ Jerre L. Stead

Jerre L. Stead

Chairman and Chief Executive Officer

/s/ Todd S. Hyatt

Todd S. Hyatt

Executive Vice President and Chief Financial Officer