2. 2
Important notice
Forward-looking statements
This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this presentation that address activities,
events or developments that Markit Ltd. (โMarkitโ or the โCompanyโ) expects, believes or anticipates will or may occur in the future are
forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this presentation may
include the expectations of management regarding plans, strategies, objectives and anticipated financial and operating results of the
Company. Markitโs estimates and forward-looking statements are mainly based on its current expectations and estimates of future events and
trends, which affect or may affect its businesses and operations. Although Markit believes that these estimates and forward-looking
statements are based upon reasonable assumptions, they are subject to several risks and uncertainties and are made in light of information
currently available to Markit. When used in this presentation, the words โanticipate,โ โbelieve,โ โintend,โ โexpect,โ โplan,โ โwillโ or other similar
words are intended to identify forward-looking statements. Such statements are subject to a number of assumptions, risks and uncertainties,
many of which are beyond the control of Markit, which may cause actual results to differ materially from those implied or expressed by the
forward-looking statements. Further information on such assumptions, risks and uncertainties is available in Markitโs filings with the United
States Securities and Exchange Commission (โSECโ) including its annual report on Form 20-F. Markitโs SEC filings are available at
www.sec.gov or on the investor relations section of its website, www.markit.com. Markit undertakes no obligation and does not intend to
update these forward-looking statements to reflect events or circumstances occurring after the date of this presentation. You are cautioned not
to place undue reliance on these forward-looking statements, which speak only as of the date of this presentation. All forward-looking
statements are qualified in their entirety by this cautionary statement.
Non-IFRS financial measures
This presentation also includes measures defined by the SEC as non-IFRS financial measures. Markit believes that these non-IFRS
measures can provide useful supplemental information to securities analysts, investors and other interested parties regarding financial and
business trends relating to its financial condition and results of operations when read in conjunction with the companyโs reported results.
Definitions and reconciliations of these non-IFRS measures to most directly comparable IFRS financial measures are available in the
Appendix of this presentation and in Markitโs earnings release dated May 10th, 2016.
Copyright ยฉ2016, Markit Group Limited. All rights reserved and all intellectual property rights are retained by Markit.
3. 3
Agenda
First quarter 2016 overview and outlook
Lance Uggla, CEO
First quarter 2016 financial results
Jeff Gooch, CFO
Appendix
5. 5
First quarter 2016 overview and outlook
Q1 2016 overview and outlook
Q1 2016
overview
๏ผ Revenue increased 7.8% on a constant currency basis with 1% organic growth,
6.8% acquired growth
๏ผ Information โ solid organic growth of 4.9%
๏ผ Processing โ 9.6% organic decline; price reductions and weak primary loan market
๏ผ Solutions โ 4% organic growth; challenging prior year comparison, as expected
Executing
on our
growth
strategies
๏ผ EDM โ demand for data management software drives further buyside penetration
๏ผ KYC service โ several milestones this quarter
๏ผ Blockchain โ innovation and new technology to help customers
๏ผ MiFid II and FRTB โ helping customers adapt and comply with EU regulations
๏ผ Acquisition / partnership to further extend our CDS pricing leadership position
Proposed
merger
with IHS
๏ผ Creates a global leader in critical information, analytics and solutions
๏ผ Significant financial and strategic benefits for shareholders
๏ผ Integration planning is underway and proxy filed today
๏ผ Expect to close the transaction in the second half of 2016
7. 7
Q1 2016 financial results
Summary financial results
($ million)
Q1 2016 Q1 2015 YoY%
Revenue 287.8 271.5 6.0%
Constant currency growth - - 7.8%
Adjusted EBITDA (1) 123.7 120.7 2.5%
Adjusted EBITDA margin (2) 43.3% 44.8% (1.5)%
Adjusted Earnings (3) 64.3 68.5 (6.1)%
Adjusted EPS, diluted (4) $0.35 $0.36 (2.8)%
Weighted average number of shares used to
compute earnings per share, diluted (million)
186.1 191.7 (2.9)%
1. Adjusted EBITDA is defined as profit for the period from continuing operations before income taxes, net finance costs, depreciation and amortisation on fixed assets and
intangible assets (including acquisition related intangible assets), acquisition related items, exceptional items, share based compensation and related items, net other
gains or losses, including Adjusted EBITDA attributable to joint ventures and excluding Adjusted EBITDA attributable to non-controlling interests.
2. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by revenue, excluding revenue attributable to non-controlling interests.
3. Adjusted Earnings is defined as profit for the period from continuing operations before amortisation of acquired intangibles, acquisition related items, exceptional items,
share based compensation and related items, net other gains or losses and unwind of discount, less the tax effect of these adjustments and excluding Adjusted Earnings
attributable to non-controlling interests.
4. Adjusted EPS diluted is defined as Adjusted Earnings divided by the weighted average number of shares used to compute earnings per share diluted.
8. 8
Q1 2016 financial results
Revenue growth
($ million)
$271.5 $2.7
$18.4 $(4.8)
$287.8
Q1 2015 revenue Organic growth Acquired growth FX / Currency
impact (1)
Q1 2016 revenue
+1.0%
(1.8)%
+6.8%
+6.0%
Q1 2015 vs. Q1 2016
1) 10% movement in rates typically equates to $8m revenue impact & $7m opex impact in quarter
9. 9
Q1 2016 financial results
Revenue mix
($ million) Q1 2016 % Q1 2015 % $ YoY
Recurring fixed $167.3 58.1% $145.3 53.5% $22.0
Recurring variable $103.1 35.8% $110.5 40.7% ($7.4)
Non-recurring $17.4 6.1% $15.7 5.8% $1.7
Total Revenue $287.8 $271.5 $16.3
Q1 overview:
โ Recurring fixed revenue
grew 15%, primarily due to
new business wins in
Information and Solutions
and acquisitions
โ Recurring variable revenue
decrease driven by
Processing
โ Q1 renewal rate ~90%53.5% 58.1%
40.7% 35.8%
5.8% 6.1%
Q1 2015 Q1 2016
Non-recurring
revenue
Recurring variable
revenue
Recurring fixed
revenue
10. 10
Q1 2016 financial results
Operating and exceptional expenses
($ million)
Q1 2016 Q1 2015 YoY%
Personnel costs (97.0) (91.9) 5.5%
Non personnel costs (63.5) (54.9) 15.7%
Total operating
expenses
(160.5) (146.8) 9.3%
Exceptional items (9.5) (1.4) 578.6%
Q1 overview:
โ Operating expenses
increased primarily due to
acquisitions and new hires
โ Continued investment in
new product development,
such as KY3P and hosted
service Solutions offerings
โ Q1 2016 exceptional costs
include $8.7 million of
merger related costs
12. 12
Q1 2016 financial results
Processing
($ million)
Q1 overview:
โ Rates volumes down year over year,
coupled with price changes
implemented in Q2 15 and adverse
FX movements
โ Continued decline in credit volumes
โ Loans secondary volumes
maintained; primary loan issuance
volumes down from prior year
โ DealHub contributed 4.6% to
acquired revenue growth
67.4
62.3
35.4
31.7
0
10
20
30
40
50
60
70
80
Q1 2015 Q1 2016
Revenue Adjusted EBITDA
(7.6)%
Q1 2016 Q1 2015 YoY%
Revenue 62.3 67.4 (7.6)%
Organic growth - - (9.6%)
Acquisition related - - 4.6%
Adjusted EBITDA 31.7 35.4 (10.5)%
Adjusted EBITDA margin 50.9% 52.5% (1.6)%
Organic
revenue
growth
(9.6)%
13. 13
Q1 2016 financial results
Solutions
($ million)
83.5
96.0
27.8 29.4
0
20
40
60
80
100
120
Q1 2015 Q1 2016
Revenue Adjusted EBITDA
+15.0%
Q1 2016 Q1 2015 YoY%
Revenue 96.0 83.5 15.0%
Organic growth - - 4.0%
Acquisition related - - 12.5%
Adjusted EBITDA 29.4 27.8 5.8%
Adjusted EBITDA margin 30.6% 33.3% (2.7)%
Q1 overview:
โ Lower non-recurring software
licence revenue year on year
โ Lower relative AUM growth in
WSO Services
โ EDM showed double digit growth,
with high single digit growth in
Markit Digital1
โ Acquisition related revenue
growth of 12.5% was driven by
Information Mosaic and CoreOne
Organic
revenue
growth
+4.0%
1) Markit On Demand was rebranded as Markit Digital in Q1 2016.
14. 14
Q1 2016 financial results
Net debt and leverage
($ million)
Q1 2016 FY 2015
Bank borrowings 137.5 197.4
Share buyback 107.6 128.6
Private placement 497.9 498.0
Total borrowings 743.0 824.0
Cash and cash equivalents (89.7) (146.0)
Net debt 653.3 678.0
LTM Adjusted EBITDA (1) 499.9 496.9
Leverage (2) 1.31x 1.36x
Overview:
โ Q1 free cash flow impacted
by payment of 2015 bonus
liability
โ Capex flat year on year at
$40m
โ Leverage reduced to 1.31x
1) LTM Adjusted EBITDA is defined as Adjusted EBITDA for the previous twelve month period to date reported
2) Leverage is defined as net debt divided by LTM Adjusted EBITDA
16. 16
Q1 2016 financial results
Shares outstanding
Summary
โ Average share price is a key driver of the
dilution calculation; an indicative estimate of
the impact of share price fluctuations on
diluted share count is shown in the table
โ Weighted average number of shares, diluted
is calculated in accordance with IFRS
โ The majority of options with a strike price
below $26.70 vested on IPO
โ Options with a strike price at $26.70 largely
vest in tranches over a 5 year period from
IPO date or January 2014
โ Option exercises will generate substantial
cash inflows as well as cash tax benefits
(million except share price) Q1 2016 Q1 2015
Number of shares outstanding at the reporting date 176.7 188.0
Weighted average number of shares, basic 175.7 183.3
Option dilution 8.0 7.3
Restricted shares dilution 2.4 1.1
Weighted average number of shares, diluted 186.1 191.7
Share price used for quarter end dilution calculation $28.98 $26.22
Illustrative average
share price
Illustrative diluted average
number of shares (million)
$30 187.6
$33 191.4
$36 194.7
$39 197.5
$42 199.8
$45 201.9
$48 203.7
Outstanding (million) Unvested (million)
Exercise price
6/19/2014
(IPO)
3/31/2016
Change
(%)
6/19/2014
(IPO)
3/31/2016
Change
(%)
< $15.00 5.0 2.6 (48)% โ โ -
$15.00- $19.99 6.5 1.7 (74)% 0.7 โ (100)%
$20.00- $26.69 23.0 15.2 (34)% 6.5 6.0 (8)%
> $26.69 33.7 30.5 (9)% 33.7 28.2 (16)%
Total 68.1 50.0 (27)% 40.9 34.2 (16)%
Three months ended March 31, 2016 โ reported
Illustrative weighted average diluted number of shares
three months ended March 31, 2016
Total outstanding options at March 31, 2016
17. 17
Q1 2016 financial results
Reconciliation to Adjusted EBITDA
($ million)
Q1 2016 Q1 2015 FY 2015
LTM ended
Q1 2016
Profit for the period 24.7 54.5 152.1 122.3
Income tax expense 10.5 20.8 70.0 59.7
Finance costs โ net 8.6 4.1 18.9 23.4
Depreciation and amortisation - other 27.9 24.9 107.0 110.0
Amortisation โ acquisition related 18.9 14.4 63.7 68.2
Acquisition related items 1.6 - 4.2 5.8
Exceptional items 9.5 1.4 48.7 56.8
Share based compensation and related items 24.1 9.9 50.8 65.0
Other (gains) / losses โ net (0.9) (7.9) (13.7) (6.7)
Share of results from joint venture not attributable to
Adjusted EBITDA
(0.6) (0.7) (2.7) (2.6)
Adjusted EBITDA attributable to non-controlling interests (0.6) -(0.7) (2.1) (2.0)
Adjusted EBITDA 123.7 120.7 496.9 499.9
18. 18
Q1 2016 financial results
Reconciliation to Adjusted Earnings
($ million)
Q1 2016 Q1 2015
Profit for the period 24.7 54.5
Amortisation โ acquisition related 18.9 14.4
Acquisition related items 1.6 -
Exceptional items 9.5 1.4
Share based compensation and related items 24.1 9.9
Other (gains) / losses โ net (0.9) (7.9)
Unwind of discount
(1)
1.9 2.5
Tax effect of above adjustments (14.9) (5.6)
Adjusted Earnings attributable to non-controlling interests (0.6) (0.7)
Adjusted Earnings 64.3 68.5
Weighted average number of shares for computation of earnings per share, diluted 186,125,224 191,653,520
1. Unwind of discount represents the non-cash unwinding of discount, recorded through finance costs โ net in the income statement, primarily in relation to our share buyback liability.
19. 19
Q1 2016 financial results
Reconciliation to Adjusted earnings effective tax rate
($ million)
Q1 2016 Q1 2015
Income tax expense 10.5 20.8
Tax effect of adjusted earnings adjustments
(1)
14.9 5.6
Tax on adjusted earnings (A) 25.4 26.4
Adjusted earnings
(1)
64.3 68.5
Share of results from joint venture 2.4 2.6
Tax on adjusted earnings 25.4 26.4
Adjusted profit before tax (B) 92.1 97.5
Adjusted earnings effective tax rate (A divided by B) 27.6% 27.1%
1. See โReconciliation to adjusted earningsโ
20. 20
Q1 2016 financial results
Definitions
Revenue growth
We measure revenue growth in terms of organic revenue growth, acquisition related revenue growth, foreign currency impact on revenue growth and constant currency revenue growth. We
define these components as follows:
Organic โ Revenue growth from continuing operations from factors other than acquisitions and foreign currency fluctuations. We derive organic revenue growth from the development of new
products and services, increased penetration of existing products and services to new and existing customers, price changes for our products and services and market driven factors such as
increased trading volumes or changes in customer assets under management.
Acquisition related โ Revenue growth from acquired businesses from the date of acquisition to the first anniversary date of that acquisition, which is a change in the calculation methodology
from prior periods. Prior to the first quarter of 2016, this definition included revenue growth from acquired businesses from the date of acquisition to the end of the fiscal year following the fiscal
year in which the acquisition was completed. This growth results from our strategy of making targeted acquisitions that facilitate growth by complementing our existing products and services
and addressing market opportunities.
Foreign currency โ The impact on revenue growth resulting from the difference between current revenue at current exchange rates and current revenue at the corresponding prior period
exchange rates.
Constant currency โ Total revenue growth, excluding the impact of exchange rate movements from the prior period to the current period. This is equal to the combination of organic and
acquisition related revenue growth, as described above.
Revenue by type
Revenue by type is how we classify the income recognised from the sale of our products and services into three groups as defined below:
Recurring fixed revenue โ Revenue generated from contracts specifying a fixed fee for services delivered over the life of the contract. The fixed fee is typically paid annually, semiannually or
quarterly in advance. These contracts are typically subscription contracts where the revenue is recognised across the life of the contract. The initial term of these contracts can range from one to
five years and usually includes auto-renewal clauses.
Recurring variable revenue โ Revenue derived from contracts that specify a fee for services which is typically not fixed. The variable fee is typically paid monthly in arrears. Recurring variable
revenue is based on, among other factors, the number of trades processed, assets under management or the number of positions we value. Many of these contracts do not have a maturity
date while the remainder have an initial term ranging from one to five years.
Non-recurring revenue โ Revenue that relates to certain software license sales and the associated consulting revenue.
Other Non-IFRS Measures
Adjusted EBITDA is defined as profit for the period from continuing operations before income taxes, net finance costs, depreciation and amortisation on fixed assets and intangible assets
(including acquisition related intangible assets), acquisition related items, exceptional items, share based compensation and related items, net other gains or losses, including Adjusted EBITDA
attributable to joint ventures and excluding Adjusted EBITDA attributable to non-controlling interests.
Adjusted EBITDA margin is defined as Adjusted EBITDA divided by revenue, excluding revenue attributable to non-controlling interests.
LTM Adjusted EBITDA is defined as Adjusted EBITDA for the previous twelve month period from date reported.
Adjusted Earnings is defined as profit for the period from continuing operations before amortisation of acquired intangibles, acquisition related items, exceptional items, share based
compensation and related items, net other gains or losses and unwind of discount, less the tax effect of these adjustments and excluding Adjusted Earnings attributable to non-controlling
interests.
Adjusted EPS diluted is defined as Adjusted Earnings divided by the weighted average number of shares used to compute earnings per share, diluted.
Adjusted earnings effective tax rate is a rate calculated using income tax for the period adjusted for the tax effect of Adjusted earnings adjustments, divided by Adjusted earnings excluding
tax and excluding share of results from joint venture.
Leverage is defined as net debt divided by Adjusted EBITDA for the previous twelve month period from date reported.
Free cash flow is defined as net cash generated by or used in operating activities, less capital expenditure, purchases of property, plant and equipment and intangible assets.