Document and Entity Information
Document and Entity Information | 3 Months Ended |
Feb. 28, 2018shares | |
Entity Information [Line Items] | |
Entity Registrant Name | IHS Markit Ltd. |
Entity Central Index Key | 1,598,014 |
Current Fiscal Year End Date | --11-30 |
Entity Filer Category | Large Accelerated Filer |
Document Type | 10-Q |
Document Period End Date | Feb. 28, 2018 |
Document Fiscal Year Focus | 2,018 |
Document Fiscal Period Focus | Q1 |
Amendment Flag | false |
Entity Common Stock, Shares Outstanding | 399,825,076 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Feb. 28, 2018 | Nov. 30, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 156 | $ 133.8 |
Accounts receivable, net | 802.7 | 693.5 |
Income tax receivable | 34.4 | 31.9 |
Deferred subscription costs | 78 | 62.8 |
Other current assets | 94.7 | 93 |
Total current assets | 1,165.8 | 1,015 |
Non-current assets: | ||
Property and equipment, net | 539.7 | 531.3 |
Intangible assets, net | 4,128.6 | 4,188.3 |
Goodwill | 8,810.4 | 8,778.5 |
Deferred income taxes | 11.1 | 7.1 |
Other | 41.1 | 34.2 |
Total non-current assets | 13,530.9 | 13,539.4 |
Total assets | 14,696.7 | 14,554.4 |
Current liabilities: | ||
Short-term debt | 90.9 | 576 |
Accounts payable | 50.1 | 53.4 |
Accrued compensation | 59.7 | 157.4 |
Other accrued expenses | 351.9 | 323 |
Income tax payable | 8.5 | 5.5 |
Deferred revenue | 919.3 | 790.8 |
Total current liabilities | 1,480.4 | 1,906.1 |
Long-term debt, net | 4,186.1 | 3,617.3 |
Accrued pension and postretirement liability | 31.6 | 31.8 |
Deferred income taxes | 691 | 869.8 |
Other liabilities | 136.9 | 105.9 |
Commitments and contingencies | ||
Redeemable noncontrolling interests | 8.4 | 19.1 |
Shareholders' equity: | ||
Common shares, $0.01 par value, 3,000.0 authorized, 472.2 and 468.7 issued, and 399.8 and 399.2 outstanding at February 28, 2018 and November 30, 2017, respectively | 4.7 | 4.7 |
Additional paid-in capital | 7,611.8 | 7,612.1 |
Treasury shares, at cost: 72.4 and 69.5 at February 28, 2018 and November 30, 2017, respectively | (1,889.3) | (1,745) |
Retained earnings | 2,464.8 | 2,217.6 |
Accumulated other comprehensive loss | (29.7) | (85) |
Total shareholders' equity | 8,162.3 | 8,004.4 |
Total liabilities and equity | $ 14,696.7 | $ 14,554.4 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Millions | Feb. 28, 2018 | Nov. 30, 2017 |
Common shares, par value per share | $ 0.01 | $ 0.01 |
Common shares, shares authorized | 3,000 | 3,000 |
Common shares, shares issued | 472.2 | 468.7 |
Common shares, shares outstanding | 399.8 | 399.2 |
Treasury shares, shares | 72.4 | 69.5 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Feb. 28, 2018 | Feb. 28, 2017 | |
Revenue | $ 932.1 | $ 844.2 |
Operating expenses: | ||
Cost of revenue | 342.9 | 327 |
Selling, general and administrative | 290.3 | 268 |
Depreciation and amortization | 130.6 | 120.8 |
Restructuring charges | 0 | (0.2) |
Acquisition-related costs | 27 | 31.6 |
Net periodic pension and postretirement expense | 0.2 | 0.4 |
Other expense, net | 1.4 | 0.9 |
Total operating expenses | 792.4 | 748.5 |
Operating income | 139.7 | 95.7 |
Interest income | 0.7 | 0.5 |
Interest expense | (46.3) | (31.8) |
Non-operating expense, net | (45.6) | (31.3) |
Income from continuing operations before income taxes and equity in loss of equity method investee | 94.1 | 64.4 |
Benefit for income taxes | 146.6 | 3.6 |
Equity in loss of equity method investee | 0 | (2) |
Net income | 240.7 | 66 |
Net loss attributable to noncontrolling interest | 0.6 | 0 |
Net income attributable to IHS Markit Ltd. | $ 241.3 | $ 66 |
Basic earnings per share: | ||
Basic earnings per share attributable to IHS Markit Ltd. | $ 0.61 | $ 0.16 |
Weighted average shares used in computing basic earnings per share | 398 | 406.2 |
Diluted earnings per share: | ||
Diluted earnings per share attributable to IHS Markit Ltd. | $ 0.59 | $ 0.16 |
Weighted average shares used in computing diluted earnings per share | 412.1 | 422.2 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income Statement - USD ($) $ in Millions | 3 Months Ended | |
Feb. 28, 2018 | Feb. 28, 2017 | |
Net income | $ 240.7 | $ 66 |
Other comprehensive income (loss), net of tax: | ||
Net hedging activities | 4.8 | 3 |
Foreign currency translation adjustment | 56.4 | (24.9) |
Total other comprehensive income (loss) | 61.2 | (21.9) |
Comprehensive income | 301.9 | 44.1 |
Comprehensive loss attributable to noncontrolling interest | 0.6 | 0 |
Comprehensive income attributable to IHS Markit Ltd. | $ 302.5 | $ 44.1 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Feb. 28, 2018 | Feb. 28, 2017 | |
Tax expense on net hedging activities | $ 1.2 | $ 0.8 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Feb. 28, 2018 | Feb. 28, 2017 | |
Operating activities: | ||
Net income | $ 240.7 | $ 66 |
Reconciliation of net income to net cash provided by operating activities: | ||
Depreciation and amortization | 130.6 | 120.8 |
Stock-based compensation expense | 61.9 | 75.2 |
Net periodic pension and postretirement expense | 0.2 | 0.4 |
Undistributed earnings of affiliates, net | 0 | 1.4 |
Pension and postretirement contributions | (0.5) | (0.6) |
Deferred income taxes | (187.9) | 8.8 |
Change in assets and liabilities: | ||
Accounts receivable, net | (110.6) | (16.7) |
Other current assets | (20.7) | (40.9) |
Accounts payable | (1.1) | (12.6) |
Accrued expenses | (67.2) | (68.9) |
Income tax | 29.3 | (21.9) |
Deferred revenue | 125.3 | 137.4 |
Other liabilities | 2.9 | 2.3 |
Net cash provided by operating activities | 202.9 | 250.7 |
Investing activities: | ||
Capital expenditures on property and equipment | (55.2) | (71.7) |
Intangible assets acquired | (3.1) | 0 |
Change in other assets | 0.1 | 2.6 |
Settlements of forward contracts | 3.1 | 2.7 |
Net cash used in investing activities | (55.1) | (66.4) |
Financing activities: | ||
Proceeds from borrowings | 745 | 1,395 |
Repayment of borrowings | (657) | (1,057.5) |
Payment of debt issuance costs | (7) | (9.5) |
Payments for purchase of noncontrolling interests | (7.7) | 0 |
Proceeds from the exercise of employee stock options | 56.9 | 97.3 |
Payments related to tax withholding for stock-based compensation | (76.6) | (67) |
Repurchases of common shares | (172.5) | (524.9) |
Net cash used in financing activities | (118.9) | (166.6) |
Foreign exchange impact on cash balance | (6.7) | (1.8) |
Net increase in cash and cash equivalents | 22.2 | 15.9 |
Cash and cash equivalents at the beginning of the period | 133.8 | 138.9 |
Cash and cash equivalents at the end of the period | $ 156 | $ 154.8 |
Condensed Consolidated Stateme8
Condensed Consolidated Statement of Changes in Stockholders' Equity - USD ($) shares in Millions, $ in Millions | Total | Common Shares [Member] | Additional Paid-in Capital [Member] | Treasury Shares [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Loss [Member] |
Redeemable noncontrolling interests | $ 19.1 | |||||
Balance, shares at Nov. 30, 2017 | 399.2 | 399.2 | ||||
Balance (Audited) at Nov. 30, 2017 | $ 8,004.4 | $ 4.7 | $ 7,612.1 | $ (1,745) | $ 2,217.6 | $ (85) |
Repurchases of common shares, shares | (3.9) | |||||
Repurchases of common shares, value | (172.5) | 0 | (172.5) | |||
Share-based award activity, shares | 2.1 | |||||
Share-based award activity, value | $ (28.6) | (56.8) | 28.2 | |||
Option exercises, shares | 2.4 | 2.4 | ||||
Option exercises, value | $ 56.5 | 56.5 | ||||
Net income | 241.3 | 241.3 | ||||
Net loss attributable to noncontrolling interest | (0.6) | |||||
Impact of the Tax Cuts and Jobs Act of 2017 | 5.9 | (5.9) | ||||
Purchase of noncontrolling interests | (10.1) | |||||
Other comprehensive income | $ 61.2 | 61.2 | ||||
Balance, shares at Feb. 28, 2018 | 399.8 | 399.8 | ||||
Balance at Feb. 28, 2018 | $ 8,162.3 | $ 4.7 | $ 7,611.8 | $ (1,889.3) | $ 2,464.8 | $ (29.7) |
Redeemable noncontrolling interests | $ 8.4 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 3 Months Ended |
Feb. 28, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies [Text Block] | Basis of Presentation and Significant Accounting Policies The accompanying unaudited condensed consolidated financial statements of IHS Markit have been prepared on substantially the same basis as our annual consolidated financial statements and should be read in conjunction with our Annual Report on Form 10-K for the year ended November 30, 2017 . In our opinion, these condensed consolidated financial statements reflect all adjustments necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods presented, and such adjustments are of a normal, recurring nature. Our business has seasonal aspects. Our first quarter generally has our lowest quarterly levels of revenue and profit. We also experience event-driven seasonality in our business; for instance, CERAWeek, an annual energy conference, is typically held in the second quarter of each year. Another example is the biennial release of the Boiler Pressure Vessel Code (“BPVC”) engineering standard, which generates revenue for us predominantly in the third quarter of every other year. The most recent BPVC release was in the third quarter of 2017. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, which establishes a comprehensive new revenue recognition model designed to depict the transfer of goods or services to a customer in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. In March, April, and May 2016, the FASB issued ASU 2016-08, ASU 2016-10, and ASU 2016-12, respectively, which provide further revenue recognition guidance related to principal versus agent considerations, performance obligations and licensing, and narrow-scope improvements and practical expedients. All of these standards will be effective for us in the first quarter of our fiscal year 2019. We have determined that we will use the modified retrospective transition method upon adoption. We are currently in the contract review and assessment phase of our implementation planning, and are continuing to evaluate the impact of these new standards on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, which requires that lease assets and lease liabilities be recognized on the balance sheet, and that key information about leasing arrangements be disclosed. The ASU requires the use of a modified retrospective transition method. The standard will be effective for us in the first quarter of our fiscal year 2020, although early adoption is permitted. We are currently evaluating the impact of this new standard on our consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, which clarifies how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The ASU should be applied using a retrospective transition method to each period presented. The standard will be effective for us in the first quarter of our fiscal year 2019, although early adoption is permitted. We are currently evaluating the impact of this new standard on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The standard will be effective for us in the first quarter of our fiscal 2019. We do not expect that the adoption of this ASU will have a significant impact on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, which removes Step 2 from the goodwill impairment test. The standard will be effective for us in the first quarter of our fiscal 2021, although early adoption is permitted. We do not expect that the adoption of this ASU will have a significant impact on our consolidated financial statements. In March 2017, the FASB issued ASU 2017-07, which requires that the service cost component of pension expense be included in the same line item as other compensation costs arising from services rendered by employees, with the other components of pension expense being classified outside of a subtotal of income from operations. The standard will be effective for us in the first quarter of our fiscal year 2019. We do not expect that the adoption of this ASU will have a significant impact on our consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The standard will be effective for us in the first quarter of our fiscal year 2019. We do not expect that the adoption of this ASU will have a significant impact on our consolidated financial statements. In August 2017, the FASB issued ASU 2017-12, which provides targeted improvements to the accounting for hedging activities to better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. The standard will be effective for us in the first quarter of our fiscal year 2020, although early adoption is permitted. We do not expect that the adoption of this ASU will have a significant impact on our consolidated financial statements. In December 2017, the SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”) to provide guidance on the application of U.S. generally accepted accounting principles (“GAAP”) in situations when a registrant does not have the necessary information available, prepared, or analyzed in reasonable detail to finalize the calculations for the income tax effects of the U.S. Tax Cuts and Jobs Act of 2017 (“the Act”). SAB 118 provides entities with a one-year measurement period from the December 22, 2017 enactment date to complete the accounting for the effects of the Act - see Note 8. In February 2018, the FASB issued ASU 2018-02, which provides entities with the option to eliminate the stranded tax effects associated with the change in tax rates under the Act through a reclassification of the stranded tax effects from accumulated other comprehensive income (“AOCI”) to retained earnings. This ASU is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. We have elected to early adopt this standard in the first quarter of our fiscal year 2018, which resulted in the reclassification of $5.9 million from AOCI to retained earnings. |
Business Combinations
Business Combinations | 3 Months Ended |
Feb. 28, 2018 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | Business Combinations In September 2017, we acquired automotiveMastermind Inc. (“aM”), a leading provider of predictive analytics and marketing automation software for the automotive industry. The purchase price consisted of initial cash consideration of approximately $433 million for 78 percent of aM, which includes an estimated $44 million contingent consideration payment based on underlying business performance through January 2018, to be paid in the second quarter of 2018. The contingent consideration liability is recorded within other current liabilities in our consolidated balance sheet. The acquisition of aM helps to fill out our existing automotive offerings by leveraging predictive analytics to improve the buyer experience in the new car dealer market. This acquisition is included in our Transportation segment. In exchange for the remaining 22 percent of aM, we issued equity interests in aM’s immediate parent holding company to aM’s founders and certain employees. We will pay cash to acquire these interests over the next five years based on put/call provisions that tie the valuation to underlying adjusted EBITDA performance of aM. Since the purchase of the remaining 22 percent of the business requires continued service of the founders and employees, the arrangement will be treated as compensation expense that will be remeasured based on changes in the fair value of the equity interests; we have classified this expense as acquisition-related costs within the consolidated statements of operations and we have classified the associated accrued liability as other liabilities within the consolidated balance sheets. We have preliminarily estimated a range of $200 million to $225 million of unrecognized compensation expense related to this transaction that will be recognized over a weighted-average recognition period of approximately 4 years. In September 2017, we also acquired Macroeconomic Advisers, a small independent research firm that specializes in monitoring, analyzing and forecasting developments in the U.S. economy. The purchase price allocation for these acquisitions is preliminary and may change upon completion of the determination of fair value of assets acquired and liabilities assumed. The following table summarizes the preliminary purchase price allocation, net of acquired cash, for these two acquisitions (in millions): Total Assets: Current assets $ 7.3 Property and equipment 1.1 Intangible assets 113.8 Goodwill 370.7 Other long-term assets 0.9 Total assets 493.8 Liabilities: Current liabilities 4.6 Deferred revenue 1.4 Deferred taxes 42.9 Total liabilities 48.9 Purchase price $ 444.9 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Feb. 28, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets [Text Block] | Intangible Assets The following table presents details of our intangible assets, other than goodwill, as of February 28, 2018 and November 30, 2017 (in millions): As of February 28, 2018 As of November 30, 2017 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Intangible assets subject to amortization: Information databases $ 756.4 $ (360.5 ) $ 395.9 $ 753.7 $ (340.2 ) $ 413.5 Customer relationships 2,977.3 (387.7 ) 2,589.6 2,957.8 (348.6 ) 2,609.2 Developed technology 836.7 (88.6 ) 748.1 827.6 (73.4 ) 754.2 Developed computer software 85.7 (56.6 ) 29.1 85.6 (54.3 ) 31.3 Trademarks 490.2 (125.7 ) 364.5 488.9 (111.4 ) 377.5 Other 8.3 (6.9 ) 1.4 8.3 (5.7 ) 2.6 Total intangible assets $ 5,154.6 $ (1,026.0 ) $ 4,128.6 $ 5,121.9 $ (933.6 ) $ 4,188.3 Intangible assets amortization expense was $89.0 million for the three months ended February 28, 2018 , compared to $84.7 million for the three months ended February 28, 2017 . The following table presents the estimated future amortization expense related to intangible assets held as of February 28, 2018 (in millions): Year Amount Remainder of 2018 $ 260.4 2019 $ 321.0 2020 $ 313.7 2021 $ 308.3 2022 $ 289.2 Thereafter $ 2,636.0 Goodwill, gross intangible assets, and net intangible assets were all subject to foreign currency translation effects. The change in net intangible assets from November 30, 2017 to February 28, 2018 was primarily due to current year amortization. |
Debt
Debt | 3 Months Ended |
Feb. 28, 2018 | |
Debt Disclosure [Abstract] | |
Debt [Text Block] | Debt The following table summarizes total indebtedness, including unamortized premiums, as of February 28, 2018 and November 30, 2017 (in millions): February 28, 2018 November 30, 2017 2016 revolving facility $ 990.0 $ 886.0 2016 term loan: Tranche A-1 606.8 615.0 Tranche A-2 508.8 515.6 2017 term loan — 500.0 5.00% senior notes due 2022 750.0 750.0 4.75% senior notes due 2025 815.3 815.8 4.00% senior notes due 2026 500.0 — Institutional senior notes: Series A 95.7 95.8 Series B 53.7 53.7 Debt issuance costs (47.0 ) (42.8 ) Capital leases 3.7 4.2 Total debt $ 4,277.0 $ 4,193.3 Current portion (90.9 ) (576.0 ) Total long-term debt $ 4,186.1 $ 3,617.3 2016 revolving facility. In July 2016, we entered into a $1.85 billion senior unsecured revolving credit agreement (“2016 revolving facility”). Borrowings under the 2016 revolving facility mature in July 2021. The interest rates for borrowings under the 2016 revolving facility are the applicable LIBOR plus a spread of 1.00 percent to 1.75 percent , depending upon our Leverage Ratio, which is defined as the ratio of Consolidated Funded Indebtedness to rolling four-quarter Consolidated Earnings Before Interest Expense, Taxes, Depreciation and Amortization (“EBITDA”), as such terms are defined in the revolving facility agreement. A commitment fee on any unused balance is payable periodically and ranges from 0.13 percent to 0.30 percent based upon our Leverage Ratio. We had approximately $1.6 million of outstanding letters of credit under the 2016 revolving facility as of February 28, 2018 , which reduces the available borrowing under the facility by an equivalent amount. 2016 term loan. In July 2016, we entered into a $1.206 billion senior unsecured amortizing term loan agreement (“2016 term loan”). The 2016 term loan has a final maturity date of July 2021. The interest rates for borrowings under the 2016 term loan are the same as those under the 2016 revolving facility. Subject to certain conditions, the 2016 revolving facility and the 2016 term loan may be expanded by up to an aggregate of $500 million in additional commitments or term loans. The 2016 revolving facility and the 2016 term loan have certain financial and other covenants, including a maximum Leverage Ratio and a minimum Interest Coverage Ratio, which is defined as the ratio of Consolidated EBITDA to Consolidated Interest Expense, as such terms are defined in the agreements. 2017 term loan. On January 26, 2017, we entered into a 364-day $500 million senior unsecured term loan (“2017 term loan”). The 2017 term loan was structured as a non-amortizing loan with repayment of principal due at maturity. The interest rates for borrowings under the 2017 term loan were the same as those under the 2016 revolving facility. The 2017 term loan had certain financial covenants that were the same as the 2016 revolving facility and the 2016 term loan, including a maximum Leverage Ratio and minimum Interest Coverage Ratio, as such terms were defined in the agreement. The 2017 term loan was repaid in January 2018 using borrowings from the 2016 revolving facility. As of February 28, 2018 , we had approximately $990.0 million of outstanding borrowings under the 2016 revolving facility at a current annual interest rate of 3.11 percent and approximately $1.116 billion of outstanding borrowings under the 2016 term loans at a current weighted average annual interest rate of 3.59 percent , including the effect of the interest rate swaps described in Note 5. 5.00% senior notes due 2022 (“5% Notes”). In October 2014, IHS Inc. issued $750 million aggregate principal amount of senior unsecured notes due 2022 in an offering not subject to the registration requirements of the Securities Act of 1933, as amended (the Securities Act). In August 2015, we completed a registered exchange offer for the 5% Notes. In July 2016, in connection with the Merger, we completed an exchange offer for $742.8 million of the outstanding 5% Notes for an equal principal amount of new 5% senior unsecured notes issued by IHS Markit with the same maturity. Approximately $7.2 million of the 5% Notes did not participate in the exchange offer. The new 5% Notes are not, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction. The new 5% Notes have been admitted for trading to the official list of the Channel Islands Securities Exchange Authority. The 5% Notes bear interest at a fixed rate of 5.00 percent and mature on November 1, 2022. Interest on the 5% Notes is due semiannually on May 1 and November 1 of each year, commencing May 1, 2015. We may redeem the 5% Notes in whole or in part at a redemption price equal to 100 percent of the principal amount of the notes plus the Applicable Premium, as defined in the indenture governing the 5% Notes. Additionally, at the option of the holders of the notes, we may be required to purchase all or a portion of the notes upon occurrence of a Change of Control Triggering Event as defined in the indenture, at a price equal to 101 percent of the principal amount thereof, plus accrued and unpaid interest to the date of purchase. The indenture contains covenants that limit our ability to, among other things, incur or create liens and enter into sale and leaseback transactions. In addition, the indenture contains a covenant that limits our ability to consolidate or merge with another entity or to sell all or substantially all of our assets to another entity. The indenture contains customary default provisions. The fair value of the 5% Notes as of February 28, 2018 was approximately $778.1 million . 4.75% notes due 2025 (“4.75% Notes”). In February 2017, we issued $500 million aggregate principal amount of senior unsecured notes due 2025 in an offering not subject to the registration requirements of the Securities Act. In July 2017, we issued an additional $300 million aggregate principal amount of the 4.75% Notes at a $16.5 million premium, resulting in an effective interest rate of 3.88 percent . The 4.75% notes have been admitted for trading to the official list of the Channel Islands Securities Exchange Authority. The 4.75% Notes bear interest at a fixed rate of 4.75 percent and mature on February 15, 2025. Interest on the 4.75% Notes is due semiannually on February 15 and August 15 of each year, commencing August 15, 2017. We may redeem the 4.75% Notes in whole or in part at a redemption price equal to 100 percent of the principal amount of the notes plus the Applicable Premium, as defined in the indenture governing the 4.75% Notes. Additionally, at the option of the holders of the notes, we may be required to purchase all or a portion of the notes upon occurrence of a Change of Control Triggering Event as defined in the indenture, at a price equal to 101 percent of the principal amount thereof, plus accrued and unpaid interest to the date of purchase. The indenture contains covenants that limit our ability to, among other things, incur or create liens and enter into sale and leaseback transactions. In addition, the indenture contains a covenant that limits our ability to consolidate or merge with another entity or to sell all or substantially all of our assets to another entity. The indenture contains customary default provisions. The fair value of the 4.75% Notes as of February 28, 2018 was approximately $819.0 million . 4.00% notes due 2026 (“4% Notes”). In December 2017, we issued $500 million aggregate principal amount of senior unsecured notes due 2026 in an offering not subject to the registration requirements of the Securities Act. The 4% Notes have been admitted for trading to the official list of the Channel Islands Securities Exchange Authority. The 4% Notes bear interest at a fixed rate of 4.00 percent and mature on March 1, 2026. Interest on the 4% Notes is due semiannually on March 1 and September 1 of each year, commencing March 1, 2018. We may redeem the 4% Notes in whole or in part at a redemption price equal to 100 percent of the principal amount of the notes plus the applicable premium, as defined in the indenture governing the 4% Notes. Additionally, at the option of the holders of the notes, we may be required to purchase all or a portion of the notes upon occurrence of a change of control triggering event as defined in the indenture, at a price equal to 101 percent of the principal amount thereof, plus accrued and unpaid interest to the date of purchase. The indenture contains covenants that limit our ability to, among other things, incur or create liens and enter into sale and leaseback transactions. In addition, the indenture contains a covenant that limits our ability to consolidate or merge with another entity or to sell all or substantially all of our assets to another entity. The indenture contains customary default provisions. The fair value of the 4% Notes as of February 28, 2018 was approximately $485.0 million . Institutional senior notes. In November 2015, Markit issued two series of senior unsecured notes having an aggregate principal amount of $500 million to certain institutional investors. In November 2016, we completed an offer to repurchase approximately $350 million of these notes. The Series A notes bear interest at a fixed rate of 3.73 percent and mature on November 4, 2022. The Series B notes bear interest at a fixed rate of 4.05 percent and mature on November 4, 2025. Interest is paid semiannually from the anniversary of issuance. The institutional senior notes have certain financial and other covenants, including a maximum Consolidated Leverage Ratio and a minimum Interest Coverage Ratio, as such terms are defined in the Note Purchase and Guarantee Agreement. We believe that the fair value of the outstanding institutional senior notes as of February 28, 2018 was approximately $146.7 million . As of February 28, 2018 , we were in compliance with all of our debt covenants. We have classified short-term debt based on scheduled term loan amortization payments and expected cash availability over the next 12 months. The carrying value of our variable rate debt instruments approximate their fair value because of the variable interest rates associated with those instruments. The fair values of the 5% Notes, the 4.75% Notes, the 4% Notes, and the institutional senior notes were measured using observable inputs in markets that are not active; consequently, we have classified those notes within Level 2 of the fair value hierarchy. |
Derivatives
Derivatives | 3 Months Ended |
Feb. 28, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | Derivatives Our business is exposed to various market risks, including interest rate and foreign currency risks. We utilize derivative instruments to help us manage these risks. We do not hold or issue derivatives for speculative purposes. Interest Rate Swaps To mitigate interest rate exposure on our outstanding revolving facility debt, we utilize interest rate derivative contracts that effectively swap $400 million of floating rate debt at a 2.86 percent weighted-average fixed interest rate, plus the applicable spread on our floating rate debt. We entered into these swap contracts in November 2013 and January 2014, and the contracts expire between May and November 2020. Because the terms of these swaps and the variable rate debt (as amended or extended over time) coincide, we do not expect any ineffectiveness. We have designated and accounted for these instruments as cash flow hedges, with changes in fair value being deferred in AOCI in our consolidated balance sheets. Foreign Currency Forwards To mitigate foreign currency exposure, we utilize short-term foreign currency forward contracts that manage market risks associated with fluctuations in balances that are denominated in currencies other than the local functional currency. We account for these forward contracts at fair value and recognize the associated realized and unrealized gains and losses in other expense, net, since we have not designated these contracts as hedges for accounting purposes. The notional amount of these outstanding foreign currency forward contracts was $220.8 million and $261.3 million as of February 28, 2018 and November 30, 2017 , respectively. Fair Value of Derivatives Since our derivative instruments are not listed on an exchange, we have evaluated fair value by reference to similar transactions in active markets; consequently, we have classified all of our derivative instruments within Level 2 of the fair value measurement hierarchy. The following table shows the classification, location, and fair value of our derivative instruments as of February 28, 2018 and November 30, 2017 (in millions): Fair Value of Derivative Instruments Location on consolidated balance sheets February 28, 2018 November 30, 2017 Assets: Derivatives not designated as accounting hedges: Foreign currency forwards 1.3 2.8 Other current assets Total $ 1.3 $ 2.8 Liabilities: Derivatives designated as accounting hedges: Interest rate swaps $ 2.9 $ 8.9 Other liabilities Derivatives not designated as accounting hedges: Foreign currency forwards 1.5 1.7 Other accrued expenses Total $ 4.4 $ 10.6 The net (gain) loss on foreign currency forwards that are not designated as hedging instruments for the three months ended February 28, 2018 and the three months ended February 28, 2017 , respectively, was as follows (in millions): Amount of (gain) loss recognized in the consolidated statements of operations Three months ended February 28, Location on consolidated statements of operations 2018 2017 Foreign currency forwards $ (1.9 ) $ 3.6 Other expense, net The following table provides information about the cumulative amount of unrecognized hedge losses recorded in AOCI, net of tax, as of February 28, 2018 and February 28, 2017 , respectively, as well as the activity on our cash flow hedging instruments for the three months ended February 28, 2018 and the three months ended February 28, 2017 , respectively (in millions): Three months ended February 28, 2018 2017 Beginning balance $ (3.9 ) $ (10.5 ) Amount of gain (loss) recognized in AOCI: Interest rate swaps 3.6 1.2 Foreign currency forwards — 0.4 Amount of loss (gain) reclassified from AOCI to income: Interest rate swaps (1) 1.2 1.7 Foreign currency forwards (1) — (0.3 ) Amount of loss reclassified from AOCI to retained earnings (4.2 ) — Ending balance $ (3.3 ) $ (7.5 ) (1) Pre-tax amounts reclassified from AOCI related to interest rate swaps are recorded in interest expense, and pre-tax amounts reclassified from AOCI into income related to foreign currency forwards are recorded in revenue. Approximately $2.3 million of the $2.9 million unrecognized pre-tax losses relating to the interest rate swaps are expected to be reclassified into interest expense within the next 12 months. |
Acquisition-related Costs
Acquisition-related Costs | 3 Months Ended |
Feb. 28, 2018 | |
Acquisition Related Costs [Abstract] | |
Acquisition Related Costs [Text Block] | Acquisition-related Costs During the three months ended February 28, 2018 , we incurred approximately $27.0 million in costs associated with acquisitions, including employee severance charges and retention costs, contract termination costs for facility consolidations, legal and professional fees, and the performance compensation expense related to the aM acquisition described in Note 2. Approximately $6.3 million of the total charge was allocated to shared services, with $15.9 million of the charge recorded in the Transportation segment, $3.0 million in the Financial Services segment, $1.4 million in the CMS segment, and the remainder in the Resources segment. The following table provides a reconciliation of the acquisition-related costs accrued liability, recorded in other accrued expenses, as of February 28, 2018 (in millions): Employee Severance and Other Termination Benefits Contract Termination Costs Other Total Balance at November 30, 2017 $ 13.9 $ 17.6 $ 23.7 $ 55.2 Add: Costs incurred 8.3 0.2 17.3 25.8 Revision to prior estimates 1.0 0.2 — 1.2 Less: Amount paid (14.8 ) (3.1 ) (4.8 ) (22.7 ) Balance at February 28, 2018 $ 8.4 $ 14.9 $ 36.2 $ 59.5 As of February 28, 2018 , the $59.5 million remaining liability was primarily in the Transportation segment and in shared services. We expect that the significant majority of the remaining liability will be paid within the next 12 months except for the aM acquisition-related performance compensation liability, which was approximately $24.9 million as of February 28, 2018 . |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended |
Feb. 28, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation [Text Block] | Stock-based Compensation Stock-based compensation expense for the three months ended February 28, 2018 and February 28, 2017 was as follows (in millions): Three months ended February 28, 2018 2017 Cost of revenue $ 18.0 $ 15.9 Selling, general and administrative 43.9 59.3 Total stock-based compensation expense $ 61.9 $ 75.2 No stock-based compensation cost was capitalized during the three months ended February 28, 2018 and February 28, 2017 . As of February 28, 2018 , there was $311.1 million of unrecognized stock-based compensation cost, adjusted for estimated forfeitures, related to unvested stock-based awards that will be recognized over a weighted-average period of approximately 2.0 years. Total unrecognized stock-based compensation cost will be adjusted for future changes in estimated forfeitures. Restricted Stock Units (RSUs) and Restricted Stock Awards (RSAs). The following table summarizes RSU/RSA activity, including awards with performance and market conditions, during the three months ended February 28, 2018 : Shares Weighted- (in millions) Balance at November 30, 2017 10.7 $ 35.64 Granted 3.0 $ 47.53 Vested (4.5 ) $ 33.89 Forfeited (0.2 ) $ 40.09 Balance at February 28, 2018 9.0 $ 40.36 The total fair value of RSUs and RSAs that vested during the three months ended February 28, 2018 was $211.3 million . Stock Options. The following table summarizes stock option award activity during the three months ended February 28, 2018 , as well as stock options that are vested and expected to vest and stock options exercisable as of February 28, 2018 : Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value (in millions) (in years) (in millions) Balance at November 30, 2017 25.3 $ 25.69 Exercised (2.4 ) $ 23.55 Forfeited — $ — Balance at February 28, 2018 22.9 $ 25.91 2.3 483.3 Vested and expected to vest at February 28, 2018 22.6 $ 25.90 2.2 477.3 Exercisable at February 28, 2018 11.2 $ 24.95 1.8 248.5 The aggregate intrinsic value amounts in the table above represent the difference between the closing price of our common shares on February 28, 2018 and the exercise price, multiplied by the number of in-the-money stock options as of that date. This represents the value that would have been received by stock option holders if they had all exercised their stock options on February 28, 2018 . In future periods, this amount will change depending on fluctuations in our share price. The total intrinsic value of stock options exercised during the three months ended February 28, 2018 was approximately $56.3 million . |
Income Taxes
Income Taxes | 3 Months Ended |
Feb. 28, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes [Text Block] | Income Taxes Our effective tax rate is estimated based upon the effective tax rate expected to be applicable for the full year. Our effective tax rate for the three months ended February 28, 2018 was negative 156 percent , compared to negative 6 percent for the three months ended February 28, 2017 . The negative 2018 tax rate is primarily due to the estimated one-time tax benefit associated with the Act of approximately $136 million , or 145 percentage points, and excess tax benefits on stock-based compensation of approximately $24 million , or 25 percentage points. The negative 2017 tax rate is primarily due to tax benefits associated with excess tax benefits on stock-based compensation of approximately $14 million , or 22 percentage points. The Tax Cuts and Jobs Act was enacted on December 22, 2017, which significantly revises U.S. corporate tax law. Among other things, the Act reduces the U.S. federal corporation tax rate to 21 percent and implements a new system of taxation for non-U.S. earnings, including by imposing a one-time transition tax on the deemed repatriation of undistributed earnings of non-U.S. subsidiaries. Other significant changes include U.S. taxes on global intangible low-taxed income (“GILTI”) attributable to foreign subsidiaries and base erosion anti-abuse transactions, limitations on the deductibility of interest expense and executive compensation, and repeal of the deduction for domestic production activities. As a result of our current interpretation and estimated impact of the Act, we recorded adjustments totaling a net tax benefit of $136 million in the first quarter of 2018 to provisionally account for the estimated impact. This amount included a provisional estimate for the transition tax of $38 million , which will be payable over eight years, starting in 2019, and a provisional estimate decreasing net deferred tax liabilities by $174 million , resulting from the future reduction in the federal corporate income tax rate. As of February 28, 2018, we have not completed our accounting for the tax effects of enactment of the Act because all of the necessary information is not currently available, prepared, or analyzed. As such, the amounts we have recorded are provisional estimates and as permitted by SAB 118, we will continue to assess the impacts of the Act and may record additional provisional amounts or adjustments to provisional estimates during fiscal year 2018. We expect to complete the accounting for these impacts of tax reform within the measurement period in accordance with SAB 118 as we complete our analysis and receive additional guidance from the Internal Revenue Service pertaining to the Act. As a result of the Act, all previously undistributed foreign earnings have now been subjected to U.S. tax; however, we currently intend to continue to indefinitely reinvest these earnings outside the U.S. and accordingly, we have not provided non-U.S. deferred income taxes on these indefinitely reinvested earnings. It is not practicable to determine the amount of non-U.S. deferred taxes that might be required to be provided if such earnings were distributed in the future, due to complexities in the tax laws and in the hypothetical calculations that would have to be made. We have not yet made a policy election with respect to our treatment of GILTI. We can either account for taxes on GILTI as incurred or recognize deferred taxes when basis differences exist that are expected to affect the amount of GILTI inclusion upon reversal. We are still in the process of analyzing the provisions of the Act associated with GILTI and the expected impact of GILTI on our consolidated financial statements. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Feb. 28, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies [Text Block] | Commitments and Contingencies From time to time, in the ordinary course of our business, we are involved in various legal, regulatory or administrative proceedings, lawsuits, government investigations, and other claims, including employment, commercial, intellectual property, and environmental, safety, and health matters. In addition, we may receive routine requests for information from governmental agencies in connection with their regulatory or investigatory authority. We review such proceedings, lawsuits, investigations, claims, and requests for information and take appropriate action as necessary. At the present time, we can give no assurance as to the outcome of any such pending proceedings, lawsuits, investigations, claims, or requests for information and we are unable to determine the ultimate resolution of or provide a reasonable estimate of the range of possible loss attributable to these matters or the effect they may have on us. However, we do not expect the outcome of such proceedings, lawsuits, claims, or requests for information to have a material adverse effect on our results of operations or financial condition. We have and will continue to vigorously defend ourselves in all matters. On April 23, 2013 (prior to our acquisition of R.L. Polk & Co.), our CARFAX subsidiary (“CARFAX”) was served with a complaint filed in the U.S. District Court for the Southern District of New York, purportedly on behalf of certain auto and light truck dealers. The complaint alleges, among other things, that, in violation of antitrust laws, CARFAX entered into exclusive arrangements regarding the sale of CARFAX vehicle history reports with certain auto manufacturers and owners of two websites providing classified listings of used autos and light trucks. The complaint seeks three times the actual damages that a jury finds the plaintiffs have sustained, injunctive relief, costs and attorneys’ fees. On October 25, 2013, the plaintiffs served a second amended complaint with similar allegations purporting to name approximately 469 auto dealers as plaintiffs, and counsel for plaintiffs indicated that there may be additional claimants. On September 30, 2016, the District Court granted CARFAX’s motion for summary judgment, dismissing all claims in the complaint. The plaintiffs have appealed the decision. On January 13, 2017, another group of auto and light truck dealers filed a complaint in the U.S. District Court for the Southern District of New York on substantially the same claims as described above. The complaint seeks three times the actual damages that a jury finds the plaintiffs have sustained, injunctive relief, costs, and attorneys’ fees. The court has stayed the case pending the outcome of the appeal of the first case described above. In October 2015, the Division of Enforcement of the SEC opened a non-public civil investigation related to certain of our current and former securitized product indices, and requested that we provide certain documents and information. We responded to these inquiries in late 2015 and early 2016, and, to the extent the SEC has further inquiries, will continue to cooperate in this matter. |
Common Stock and Earnings per S
Common Stock and Earnings per Share | 3 Months Ended |
Feb. 28, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | Common Shares and Earnings per Share Weighted-average shares outstanding for the three months ended February 28, 2018 and February 28, 2017 were calculated as follows (in millions): Three months ended February 28, 2018 2017 Weighted-average shares outstanding: Shares used in basic EPS calculation 398.0 406.2 Effect of dilutive securities: RSUs/RSAs 4.5 5.7 Stock options 9.6 10.3 Shares used in diluted EPS calculation 412.1 422.2 Share Repurchase Programs Our Board of Directors has authorized a share repurchase program of up to $3.25 billion of IHS Markit common shares through November 30, 2019, to be funded using our existing cash, cash equivalents, marketable securities and future cash flows, or through the incurrence of short- or long-term indebtedness, at management’s discretion. This repurchase program does not obligate us to repurchase any set dollar amount or number of shares and may be modified, suspended, or terminated at any time without prior notice. Under this program, we are authorized to repurchase our common shares on the open market from time to time, in privately negotiated transactions, or through accelerated share repurchase (ASR) agreements, subject to availability of common shares, price, market conditions, alternative uses of capital, and applicable regulatory requirements, at management’s discretion. As of February 28, 2018 , we had $1.507 billion remaining available to repurchase under the program. In August 2016, our Board of Directors separately and additionally authorized, subject to applicable regulatory requirements, the repurchase of our common shares surrendered by employees in an amount equal to the exercise price, if applicable, and statutory tax liability associated with the vesting of their equity awards, for which we pay the statutory tax on behalf of the employee and forgo receipt of the exercise price of the award from the employee, if applicable. For the three months ended February 28, 2018 , we repurchased approximately $249 million of common shares under these programs. In March 2018, we funded a $500 million ASR agreement with a scheduled termination date in the second quarter of 2018. Upon funding of the ASR, we received an initial delivery of 8.5 million shares. The total number of shares ultimately to be repurchased under this ASR will generally be based on the daily volume-weighted average price of the shares during the calculation period for the ASR, less an agreed discount. At final settlement, we may be entitled to receive additional shares, or, under certain limited circumstances, be required to deliver shares to the relevant ASR counterparty. Employee Benefit Trust (EBT) Shares We have approximately 25.2 million outstanding common shares that are held by the Markit Group Holdings Limited Employee Benefit Trust. The trust is under our control using the variable interest entity model criteria; consequently, we have consolidated and classified the trust shares as treasury shares within our consolidated balance sheets. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 3 Months Ended |
Feb. 28, 2018 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated other comprehensive income (loss) [Text Block] | Accumulated Other Comprehensive Income (Loss) The following table summarizes the changes in AOCI by component (net of tax) for the three months ended February 28, 2018 (in millions): Foreign currency translation Net pension and OPEB liability Unrealized losses on hedging activities Total Balance at November 30, 2017 $ (68.1 ) $ (13.0 ) $ (3.9 ) $ (85.0 ) Other comprehensive income (loss) before reclassifications 56.4 — 3.6 60.0 Reclassifications from AOCI to income — — 1.2 1.2 Reclassifications from AOCI to retained earnings — (1.7 ) (4.2 ) (5.9 ) Balance at February 28, 2018 $ (11.7 ) $ (14.7 ) $ (3.3 ) $ (29.7 ) |
Segment Information
Segment Information | 3 Months Ended |
Feb. 28, 2018 | |
Segment Reporting [Abstract] | |
Segment Information [Text Block] | Segment Information We prepare our financial reports and analyze our business results within our four operating segments: Resources, Transportation, CMS, and Financial Services. We evaluate revenue performance at the segment level and also by transaction type. No single customer accounted for 10 percent or more of our total revenue for the three months ended February 28, 2018 and February 28, 2017 . There are no material inter-segment revenues for any period presented. Our shared services function includes corporate transactions that are not allocated to the reportable segments, including net periodic pension and postretirement expense, as well as certain corporate functions such as investor relations, procurement, corporate development, and portions of finance, legal, and marketing. We evaluate segment operating performance at the Adjusted EBITDA level for each of our four segments. We define Adjusted EBITDA as net income before net interest, provision for income taxes, depreciation and amortization, stock-based compensation cost, restructuring charges, acquisition-related costs, exceptional litigation, net other gains and losses, pension mark-to-market and settlement expense, the impact of joint ventures and noncontrolling interests, and discontinued operations. Information about the operations of our four segments is set forth below (in millions). Three months ended February 28, 2018 2017 Revenue Resources $ 205.3 $ 196.9 Transportation 269.6 224.9 CMS 137.6 126.5 Financial Services 319.6 295.9 Total revenue $ 932.1 $ 844.2 Adjusted EBITDA Resources $ 84.9 $ 80.0 Transportation 109.7 89.8 CMS 31.8 28.6 Financial Services 145.4 129.2 Shared services (12.5 ) (7.4 ) Total Adjusted EBITDA $ 359.3 $ 320.2 Reconciliation to the consolidated statements of operations: Interest income 0.7 0.5 Interest expense (46.3 ) (31.8 ) Benefit for income taxes 146.6 3.6 Depreciation (41.6 ) (36.1 ) Amortization related to acquired intangible assets (89.0 ) (84.7 ) Stock-based compensation expense (61.9 ) (75.2 ) Restructuring charges — 0.2 Acquisition-related costs (12.1 ) (31.6 ) Acquisition-related performance compensation (14.9 ) — Share of joint venture results not attributable to Adjusted EBITDA — 0.4 Adjusted EBITDA attributable to noncontrolling interest 0.5 0.5 Net income attributable to IHS Markit Ltd. $ 241.3 $ 66.0 Revenue by transaction type was as follows (in millions): Three months ended February 28, 2018 2017 Recurring fixed revenue $ 683.3 $ 617.1 Recurring variable revenue 117.1 106.4 Non-recurring revenue 131.7 120.7 Total revenue $ 932.1 $ 844.2 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Feb. 28, 2018 | |
Basis of Presentation and Significant Accounting Policies [Abstract] | |
Segment Reporting, Policy [Policy Text Block] | We evaluate segment operating performance at the Adjusted EBITDA level for each of our four segments. We define Adjusted EBITDA as net income before net interest, provision for income taxes, depreciation and amortization, stock-based compensation cost, restructuring charges, acquisition-related costs, exceptional litigation, net other gains and losses, pension mark-to-market and settlement expense, the impact of joint ventures and noncontrolling interests, and discontinued operations. Information about the operations of our four segments is set forth below (in millions). |
Derivatives, Policy [Policy Text Block] | Since our derivative instruments are not listed on an exchange, we have evaluated fair value by reference to similar transactions in active markets; consequently, we have classified all of our derivative instruments within Level 2 of the fair value measurement hierarchy. |
Debt, Policy [Policy Text Block] | We have classified short-term debt based on scheduled term loan amortization payments and expected cash availability over the next 12 months. |
Recent Accounting Pronouncements [Text Block] | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, which establishes a comprehensive new revenue recognition model designed to depict the transfer of goods or services to a customer in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. In March, April, and May 2016, the FASB issued ASU 2016-08, ASU 2016-10, and ASU 2016-12, respectively, which provide further revenue recognition guidance related to principal versus agent considerations, performance obligations and licensing, and narrow-scope improvements and practical expedients. All of these standards will be effective for us in the first quarter of our fiscal year 2019. We have determined that we will use the modified retrospective transition method upon adoption. We are currently in the contract review and assessment phase of our implementation planning, and are continuing to evaluate the impact of these new standards on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, which requires that lease assets and lease liabilities be recognized on the balance sheet, and that key information about leasing arrangements be disclosed. The ASU requires the use of a modified retrospective transition method. The standard will be effective for us in the first quarter of our fiscal year 2020, although early adoption is permitted. We are currently evaluating the impact of this new standard on our consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, which clarifies how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The ASU should be applied using a retrospective transition method to each period presented. The standard will be effective for us in the first quarter of our fiscal year 2019, although early adoption is permitted. We are currently evaluating the impact of this new standard on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The standard will be effective for us in the first quarter of our fiscal 2019. We do not expect that the adoption of this ASU will have a significant impact on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, which removes Step 2 from the goodwill impairment test. The standard will be effective for us in the first quarter of our fiscal 2021, although early adoption is permitted. We do not expect that the adoption of this ASU will have a significant impact on our consolidated financial statements. In March 2017, the FASB issued ASU 2017-07, which requires that the service cost component of pension expense be included in the same line item as other compensation costs arising from services rendered by employees, with the other components of pension expense being classified outside of a subtotal of income from operations. The standard will be effective for us in the first quarter of our fiscal year 2019. We do not expect that the adoption of this ASU will have a significant impact on our consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The standard will be effective for us in the first quarter of our fiscal year 2019. We do not expect that the adoption of this ASU will have a significant impact on our consolidated financial statements. In August 2017, the FASB issued ASU 2017-12, which provides targeted improvements to the accounting for hedging activities to better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. The standard will be effective for us in the first quarter of our fiscal year 2020, although early adoption is permitted. We do not expect that the adoption of this ASU will have a significant impact on our consolidated financial statements. In December 2017, the SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”) to provide guidance on the application of U.S. generally accepted accounting principles (“GAAP”) in situations when a registrant does not have the necessary information available, prepared, or analyzed in reasonable detail to finalize the calculations for the income tax effects of the U.S. Tax Cuts and Jobs Act of 2017 (“the Act”). SAB 118 provides entities with a one-year measurement period from the December 22, 2017 enactment date to complete the accounting for the effects of the Act - see Note 8. In February 2018, the FASB issued ASU 2018-02, which provides entities with the option to eliminate the stranded tax effects associated with the change in tax rates under the Act through a reclassification of the stranded tax effects from accumulated other comprehensive income (“AOCI”) to retained earnings. This ASU is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. We have elected to early adopt this standard in the first quarter of our fiscal year 2018, which resulted in the reclassification of $5.9 million from AOCI to retained earnings. |
Business Combinations Purchase
Business Combinations Purchase price allocation (Tables) | 3 Months Ended |
Feb. 28, 2018 | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The following table summarizes the preliminary purchase price allocation, net of acquired cash, for these two acquisitions (in millions): Total Assets: Current assets $ 7.3 Property and equipment 1.1 Intangible assets 113.8 Goodwill 370.7 Other long-term assets 0.9 Total assets 493.8 Liabilities: Current liabilities 4.6 Deferred revenue 1.4 Deferred taxes 42.9 Total liabilities 48.9 Purchase price $ 444.9 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Feb. 28, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | The following table presents details of our intangible assets, other than goodwill, as of February 28, 2018 and November 30, 2017 (in millions): As of February 28, 2018 As of November 30, 2017 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Intangible assets subject to amortization: Information databases $ 756.4 $ (360.5 ) $ 395.9 $ 753.7 $ (340.2 ) $ 413.5 Customer relationships 2,977.3 (387.7 ) 2,589.6 2,957.8 (348.6 ) 2,609.2 Developed technology 836.7 (88.6 ) 748.1 827.6 (73.4 ) 754.2 Developed computer software 85.7 (56.6 ) 29.1 85.6 (54.3 ) 31.3 Trademarks 490.2 (125.7 ) 364.5 488.9 (111.4 ) 377.5 Other 8.3 (6.9 ) 1.4 8.3 (5.7 ) 2.6 Total intangible assets $ 5,154.6 $ (1,026.0 ) $ 4,128.6 $ 5,121.9 $ (933.6 ) $ 4,188.3 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | The following table presents the estimated future amortization expense related to intangible assets held as of February 28, 2018 (in millions): Year Amount Remainder of 2018 $ 260.4 2019 $ 321.0 2020 $ 313.7 2021 $ 308.3 2022 $ 289.2 Thereafter $ 2,636.0 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Feb. 28, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | The following table summarizes total indebtedness, including unamortized premiums, as of February 28, 2018 and November 30, 2017 (in millions): February 28, 2018 November 30, 2017 2016 revolving facility $ 990.0 $ 886.0 2016 term loan: Tranche A-1 606.8 615.0 Tranche A-2 508.8 515.6 2017 term loan — 500.0 5.00% senior notes due 2022 750.0 750.0 4.75% senior notes due 2025 815.3 815.8 4.00% senior notes due 2026 500.0 — Institutional senior notes: Series A 95.7 95.8 Series B 53.7 53.7 Debt issuance costs (47.0 ) (42.8 ) Capital leases 3.7 4.2 Total debt $ 4,277.0 $ 4,193.3 Current portion (90.9 ) (576.0 ) Total long-term debt $ 4,186.1 $ 3,617.3 |
Derivatives (Tables)
Derivatives (Tables) | 3 Months Ended |
Feb. 28, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block] | The following table shows the classification, location, and fair value of our derivative instruments as of February 28, 2018 and November 30, 2017 (in millions): Fair Value of Derivative Instruments Location on consolidated balance sheets February 28, 2018 November 30, 2017 Assets: Derivatives not designated as accounting hedges: Foreign currency forwards 1.3 2.8 Other current assets Total $ 1.3 $ 2.8 Liabilities: Derivatives designated as accounting hedges: Interest rate swaps $ 2.9 $ 8.9 Other liabilities Derivatives not designated as accounting hedges: Foreign currency forwards 1.5 1.7 Other accrued expenses Total $ 4.4 $ 10.6 |
Derivative Instruments, Gain (Loss) [Table Text Block] | The net (gain) loss on foreign currency forwards that are not designated as hedging instruments for the three months ended February 28, 2018 and the three months ended February 28, 2017 , respectively, was as follows (in millions): Amount of (gain) loss recognized in the consolidated statements of operations Three months ended February 28, Location on consolidated statements of operations 2018 2017 Foreign currency forwards $ (1.9 ) $ 3.6 Other expense, net |
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) [Table Text Block] | The following table provides information about the cumulative amount of unrecognized hedge losses recorded in AOCI, net of tax, as of February 28, 2018 and February 28, 2017 , respectively, as well as the activity on our cash flow hedging instruments for the three months ended February 28, 2018 and the three months ended February 28, 2017 , respectively (in millions): Three months ended February 28, 2018 2017 Beginning balance $ (3.9 ) $ (10.5 ) Amount of gain (loss) recognized in AOCI: Interest rate swaps 3.6 1.2 Foreign currency forwards — 0.4 Amount of loss (gain) reclassified from AOCI to income: Interest rate swaps (1) 1.2 1.7 Foreign currency forwards (1) — (0.3 ) Amount of loss reclassified from AOCI to retained earnings (4.2 ) — Ending balance $ (3.3 ) $ (7.5 ) (1) Pre-tax amounts reclassified from AOCI related to interest rate swaps are recorded in interest expense, and pre-tax amounts reclassified from AOCI into income related to foreign currency forwards are recorded in revenue. |
Acquisition-related Costs (Tabl
Acquisition-related Costs (Tables) | 3 Months Ended |
Feb. 28, 2018 | |
Acquisition Related Costs [Abstract] | |
Acquisition Related Cost Reserve Rollforward [Table Text Block] | The following table provides a reconciliation of the acquisition-related costs accrued liability, recorded in other accrued expenses, as of February 28, 2018 (in millions): Employee Severance and Other Termination Benefits Contract Termination Costs Other Total Balance at November 30, 2017 $ 13.9 $ 17.6 $ 23.7 $ 55.2 Add: Costs incurred 8.3 0.2 17.3 25.8 Revision to prior estimates 1.0 0.2 — 1.2 Less: Amount paid (14.8 ) (3.1 ) (4.8 ) (22.7 ) Balance at February 28, 2018 $ 8.4 $ 14.9 $ 36.2 $ 59.5 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended |
Feb. 28, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | Stock-based compensation expense for the three months ended February 28, 2018 and February 28, 2017 was as follows (in millions): Three months ended February 28, 2018 2017 Cost of revenue $ 18.0 $ 15.9 Selling, general and administrative 43.9 59.3 Total stock-based compensation expense $ 61.9 $ 75.2 |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity [Table Text Block] | The following table summarizes RSU/RSA activity, including awards with performance and market conditions, during the three months ended February 28, 2018 : Shares Weighted- (in millions) Balance at November 30, 2017 10.7 $ 35.64 Granted 3.0 $ 47.53 Vested (4.5 ) $ 33.89 Forfeited (0.2 ) $ 40.09 Balance at February 28, 2018 9.0 $ 40.36 |
Share-based Compensation, Stock Options, Activity [Table Text Block] | The following table summarizes stock option award activity during the three months ended February 28, 2018 , as well as stock options that are vested and expected to vest and stock options exercisable as of February 28, 2018 : Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value (in millions) (in years) (in millions) Balance at November 30, 2017 25.3 $ 25.69 Exercised (2.4 ) $ 23.55 Forfeited — $ — Balance at February 28, 2018 22.9 $ 25.91 2.3 483.3 Vested and expected to vest at February 28, 2018 22.6 $ 25.90 2.2 477.3 Exercisable at February 28, 2018 11.2 $ 24.95 1.8 248.5 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Feb. 28, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Shares [Table Text Block] | Weighted-average shares outstanding for the three months ended February 28, 2018 and February 28, 2017 were calculated as follows (in millions): Three months ended February 28, 2018 2017 Weighted-average shares outstanding: Shares used in basic EPS calculation 398.0 406.2 Effect of dilutive securities: RSUs/RSAs 4.5 5.7 Stock options 9.6 10.3 Shares used in diluted EPS calculation 412.1 422.2 |
Accumulated Other Comprehensi29
Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended |
Feb. 28, 2018 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | The following table summarizes the changes in AOCI by component (net of tax) for the three months ended February 28, 2018 (in millions): Foreign currency translation Net pension and OPEB liability Unrealized losses on hedging activities Total Balance at November 30, 2017 $ (68.1 ) $ (13.0 ) $ (3.9 ) $ (85.0 ) Other comprehensive income (loss) before reclassifications 56.4 — 3.6 60.0 Reclassifications from AOCI to income — — 1.2 1.2 Reclassifications from AOCI to retained earnings — (1.7 ) (4.2 ) (5.9 ) Balance at February 28, 2018 $ (11.7 ) $ (14.7 ) $ (3.3 ) $ (29.7 ) |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Feb. 28, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Information about the operations of our four segments is set forth below (in millions). Three months ended February 28, 2018 2017 Revenue Resources $ 205.3 $ 196.9 Transportation 269.6 224.9 CMS 137.6 126.5 Financial Services 319.6 295.9 Total revenue $ 932.1 $ 844.2 Adjusted EBITDA Resources $ 84.9 $ 80.0 Transportation 109.7 89.8 CMS 31.8 28.6 Financial Services 145.4 129.2 Shared services (12.5 ) (7.4 ) Total Adjusted EBITDA $ 359.3 $ 320.2 Reconciliation to the consolidated statements of operations: Interest income 0.7 0.5 Interest expense (46.3 ) (31.8 ) Benefit for income taxes 146.6 3.6 Depreciation (41.6 ) (36.1 ) Amortization related to acquired intangible assets (89.0 ) (84.7 ) Stock-based compensation expense (61.9 ) (75.2 ) Restructuring charges — 0.2 Acquisition-related costs (12.1 ) (31.6 ) Acquisition-related performance compensation (14.9 ) — Share of joint venture results not attributable to Adjusted EBITDA — 0.4 Adjusted EBITDA attributable to noncontrolling interest 0.5 0.5 Net income attributable to IHS Markit Ltd. $ 241.3 $ 66.0 |
Revenue from External Customers by Products and Services [Table Text Block] | Revenue by transaction type was as follows (in millions): Three months ended February 28, 2018 2017 Recurring fixed revenue $ 683.3 $ 617.1 Recurring variable revenue 117.1 106.4 Non-recurring revenue 131.7 120.7 Total revenue $ 932.1 $ 844.2 |
Business Combinations (Details)
Business Combinations (Details) - USD ($) $ in Millions | 3 Months Ended | |
Feb. 28, 2018 | Nov. 30, 2017 | |
Business Acquisition [Line Items] | ||
Unrecognized compensation cost | $ 311.1 | |
Unrecognized compensation cost recognition period | 2 years 10 days | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||
Goodwill | $ 8,810.4 | $ 8,778.5 |
Acquisitions 2017 [Member] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||
Current assets | 7.3 | |
Property and equipment | 1.1 | |
Intangible assets | 113.8 | |
Goodwill | 370.7 | |
Other long-term assets | 0.9 | |
Total assets | 493.8 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | ||
Current liabilities | 4.6 | |
Deferred revenue | 1.4 | |
Deferred taxes | 42.9 | |
Total liabilities | 48.9 | |
Purchase price | 444.9 | |
automotiveMastermind [Member] | ||
Business Acquisition [Line Items] | ||
Purchase price, net of cash acquired | $ 433 | |
Noncontrolling interest, ownership percentage by parent | 78.00% | |
Noncontrolling interest, ownership percentage by noncontrolling owners | 22.00% | |
Business combination, contingent consideration | $ 44 | |
Unrecognized compensation cost recognition period | 4 years | |
Minimum [Member] | automotiveMastermind [Member] | ||
Business Acquisition [Line Items] | ||
Unrecognized compensation cost | $ 200 | |
Maximum [Member] | automotiveMastermind [Member] | ||
Business Acquisition [Line Items] | ||
Unrecognized compensation cost | $ 225 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Feb. 28, 2018 | Feb. 28, 2017 | Nov. 30, 2017 | |
Acquired Intangible Assets [Line Items] | |||
Amortization expense | $ 89 | $ 84.7 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (1,026) | $ (933.6) | |
Intangible assets, gross | 5,154.6 | 5,121.9 | |
Intangible assets, net | 4,128.6 | 4,188.3 | |
Information databases [Member] | |||
Acquired Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 756.4 | 753.7 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (360.5) | (340.2) | |
Finite-Lived Intangible Assets, Net | 395.9 | 413.5 | |
Customer relationships [Member] | |||
Acquired Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 2,977.3 | 2,957.8 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (387.7) | (348.6) | |
Finite-Lived Intangible Assets, Net | 2,589.6 | 2,609.2 | |
Developed technology [Member] | |||
Acquired Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 836.7 | 827.6 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (88.6) | (73.4) | |
Finite-Lived Intangible Assets, Net | 748.1 | 754.2 | |
Developed computer software [Member] | |||
Acquired Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 85.7 | 85.6 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (56.6) | (54.3) | |
Finite-Lived Intangible Assets, Net | 29.1 | 31.3 | |
Trademarks [Member] | |||
Acquired Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 490.2 | 488.9 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (125.7) | (111.4) | |
Finite-Lived Intangible Assets, Net | 364.5 | 377.5 | |
Other [Member] | |||
Acquired Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 8.3 | 8.3 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (6.9) | (5.7) | |
Finite-Lived Intangible Assets, Net | $ 1.4 | $ 2.6 |
Intangible Assets Schedule of F
Intangible Assets Schedule of Future Amortization (Details) - USD ($) $ in Millions | 3 Months Ended | |
Feb. 28, 2018 | Feb. 28, 2017 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 89 | $ 84.7 |
Remainder of 2018 | 260.4 | |
2,019 | 321 | |
2,020 | 313.7 | |
2,021 | 308.3 | |
2,022 | 289.2 | |
Thereafter | $ 2,636 |
Debt (Details)
Debt (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Feb. 28, 2018 | Nov. 30, 2017 | Jan. 26, 2017 | Jul. 01, 2016 | |
Line of Credit Facility [Line Items] | ||||
Short-term debt | $ 90.9 | $ 576 | ||
Debt issuance costs | (47) | (42.8) | ||
Capital leases | 3.7 | 4.2 | ||
Total debt | 4,277 | 4,193.3 | ||
Long-term debt, net | $ 4,186.1 | 3,617.3 | ||
2016 revolving facility, interest rate at period end | 3.11% | |||
Letters of credit outstanding under 2016 revolving facility | $ 1.6 | |||
Weighted average interest rate | 3.59% | |||
2016 term loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Term loan debt | $ 1,116 | $ 1,206 | ||
2016 term loan tranche A-1 [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Term loan debt | 606.8 | 615 | ||
2016 term loan tranche A-2 [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Term loan debt | 508.8 | 515.6 | ||
2017 term loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Term loan debt | 0 | $ 500 | ||
5.00% Senior Notes due 2022 [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Senior notes | 750 | 750 | ||
Senior notes, fair value | $ 778.1 | |||
Fixed interest rate | 5.00% | |||
4.75% Senior Notes Due 2025 initial principal [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Senior notes | $ 500 | |||
4.75% Senior Notes Due 2025 Add on [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Senior notes | 300 | |||
Unamortized premium | $ 16.5 | |||
Effective interest rate | 3.88% | |||
4.75% Senior Notes Due 2025 [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Senior notes | $ 815.3 | |||
Senior notes, fair value | $ 819 | |||
Fixed interest rate | 4.75% | |||
4.00% Senior Notes Due 2026 [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Senior notes | $ 500 | 0 | ||
Senior notes, fair value | $ 485 | |||
Fixed interest rate | 4.00% | |||
Institutional senior notes Series A and Series B [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Senior notes | $ 500 | |||
Senior notes, fair value | 146.7 | |||
Institutional senior notes, Series A [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Senior notes | $ 95.7 | 95.8 | ||
Fixed interest rate | 3.73% | |||
Institutional senior notes, Series B [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Senior notes | $ 53.7 | 53.7 | ||
Fixed interest rate | 4.05% | |||
2016 revolving credit facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
2016 revolving facility, amount outstanding | $ 990 | $ 886 | ||
2016 revolving facility, maximum borrowing capacity | $ 1,850 | |||
2016 revolving credit facility [Member] | Minimum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
2016 revolving facility, interest rate description | LIBOR plus a spread of 1.00 percent | |||
2016 revolving facility, unused capacity, commitment fee percentage | 0.13% | |||
2016 revolving credit facility [Member] | Maximum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
2016 revolving facility, interest rate description | LIBOR plus a spread of 1.75 percent | |||
2016 revolving facility, unused capacity, commitment fee percentage | 0.30% | |||
Letter of Credit [Member] | ||||
Line of Credit Facility [Line Items] | ||||
2016 revolving facility, maximum borrowing capacity | $ 500 |
Derivatives (Details)
Derivatives (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Feb. 28, 2018 | Feb. 28, 2017 | Nov. 30, 2017 | Nov. 30, 2016 | |
Derivatives, Fair Value [Line Items] | ||||
Derivative Instruments Not Designated as Hedging Instruments, Asset, at Fair Value | $ 1.3 | $ 2.8 | ||
Derivative Asset, Fair Value, Gross Asset | 1.3 | 2.8 | ||
Interest Rate Cash Flow Hedge Liability at Fair Value | 2.9 | 8.9 | ||
Derivative Instruments Not Designated as Hedging Instruments, Liability, at Fair Value | 1.5 | 1.7 | ||
Derivative Liability, Fair Value, Gross Liability | 4.4 | 10.6 | ||
Gain (Loss) on Foreign Currency Derivative Instruments Not Designated as Hedging Instruments | (1.9) | $ 3.6 | ||
Accumulated other comprehensive loss | (29.7) | (85) | ||
Unrealized loss on hedging activities | 4.8 | 3 | ||
Interest Rate Swap [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Derivative, Notional Amount | $ 400 | |||
Derivative, Average Fixed Interest Rate | 2.86% | |||
Unrealized loss on hedging activities | $ 3.6 | 1.2 | ||
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months | 2.3 | |||
Foreign currency forward cash flow hedge [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Derivative, Notional Amount | 220.8 | 261.3 | ||
Unrealized loss on hedging activities | 0 | 0.4 | ||
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Tax Cuts and Jobs Act of 2017, Reclassification from AOCI to Retained Earnings | (4.2) | 0 | ||
Accumulated other comprehensive loss | (3.3) | $ (7.5) | $ (3.9) | $ (10.5) |
Unrealized loss on hedging activities | 3.6 | |||
Loss reclassified from AOCI into income | $ 1.2 |
Derivatives Unrecognized hedgin
Derivatives Unrecognized hedging losses in AOCI (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Feb. 28, 2018 | Feb. 28, 2017 | Nov. 30, 2017 | |
Hedging activities in AOCI [Roll Forward] | |||
Beginning balance | $ (85) | ||
Unrealized loss on hedging activities | 4.8 | $ 3 | |
Ending balance | (29.7) | ||
Interest Rate Swap [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Derivative, Notional Amount | 400 | ||
Hedging activities in AOCI [Roll Forward] | |||
Unrealized loss on hedging activities | 3.6 | 1.2 | |
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | 1.2 | 1.7 | |
Foreign currency forward cash flow hedge [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Derivative, Notional Amount | 220.8 | $ 261.3 | |
Hedging activities in AOCI [Roll Forward] | |||
Unrealized loss on hedging activities | 0 | 0.4 | |
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | 0 | (0.3) | |
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | |||
Hedging activities in AOCI [Roll Forward] | |||
Beginning balance | (3.9) | (10.5) | |
Unrealized loss on hedging activities | 3.6 | ||
Loss reclassified from AOCI into income | 1.2 | ||
Ending balance | $ (3.3) | $ (7.5) |
Acquisition-related Costs (Deta
Acquisition-related Costs (Details) - USD ($) $ in Millions | 3 Months Ended | |
Feb. 28, 2018 | Feb. 28, 2017 | |
Business Acquisition [Line Items] | ||
Acquisition-related costs | $ 27 | $ 31.6 |
Acquisition-related Costs Reserve [Roll Forward] | ||
Balance at November 30, 2017 | 55.2 | |
Add: Costs incurred | 25.8 | |
Revision to prior estimates | 1.2 | |
Less: Amount paid | (22.7) | |
Balance at February 28, 2018 | 59.5 | |
Acquisition Related Employee Severance [Member] | ||
Acquisition-related Costs Reserve [Roll Forward] | ||
Balance at November 30, 2017 | 13.9 | |
Add: Costs incurred | 8.3 | |
Revision to prior estimates | 1 | |
Less: Amount paid | (14.8) | |
Balance at February 28, 2018 | 8.4 | |
Acquisition Related Contract Termination [Member] | ||
Acquisition-related Costs Reserve [Roll Forward] | ||
Balance at November 30, 2017 | 17.6 | |
Add: Costs incurred | 0.2 | |
Revision to prior estimates | 0.2 | |
Less: Amount paid | (3.1) | |
Balance at February 28, 2018 | 14.9 | |
Other Acquisition Related Costs [Member] | ||
Acquisition-related Costs Reserve [Roll Forward] | ||
Balance at November 30, 2017 | 23.7 | |
Add: Costs incurred | 17.3 | |
Revision to prior estimates | 0 | |
Less: Amount paid | (4.8) | |
Balance at February 28, 2018 | 36.2 | |
Shared Services [Member] | ||
Business Acquisition [Line Items] | ||
Acquisition-related costs | 6.3 | |
Transportation Segment [Member] | ||
Business Acquisition [Line Items] | ||
Acquisition-related costs | 15.9 | |
Financial Services Segment [Member] | ||
Business Acquisition [Line Items] | ||
Acquisition-related costs | 3 | |
CMS Segment [Member] | ||
Business Acquisition [Line Items] | ||
Acquisition-related costs | 1.4 | |
automotiveMastermind [Member] | ||
Acquisition-related Costs Reserve [Roll Forward] | ||
Balance at February 28, 2018 | $ 24.9 |
Stock-based Compensation (Detai
Stock-based Compensation (Details) - USD ($) $ in Millions | 3 Months Ended | |
Feb. 28, 2018 | Feb. 28, 2017 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 61.9 | $ 75.2 |
Capitalized stock-based compensation cost | 0 | 0 |
Cost of revenue [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 18 | 15.9 |
Selling general and administrative [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 43.9 | $ 59.3 |
Stock-based Compensation Nonves
Stock-based Compensation Nonvested stock rollforward (Details) shares in Millions | 3 Months Ended |
Feb. 28, 2018$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Balance at November 30, 2016, shares | shares | 10.7 |
Weighted average grant date fair value, November 30, 2016 | $ / shares | $ 35.64 |
Granted shares | shares | 3 |
Weighted average grant date fair value, granted | $ / shares | $ 47.53 |
Vested shares | shares | (4.5) |
Weighted average grant date fair value, vested | $ / shares | $ 33.89 |
Forfeited shares | shares | (0.2) |
Weighted average grant date fair value, forfeited | $ / shares | $ 40.09 |
Balance at August 31, 2017, shares | shares | 9 |
Weighted average grant date fair value, August 31, 2017 | $ / shares | $ 40.36 |
Stock-based Compensation Textua
Stock-based Compensation Textuals (Details) - USD ($) $ in Millions | 3 Months Ended | |
Feb. 28, 2018 | Feb. 28, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized stock-based compensation cost | $ 311.1 | |
Unrecognized stock-based compensation cost recognition period | 2 years 10 days | |
Capitalized stock-based compensation cost | $ 0 | $ 0 |
Fair value of shares that vested during the period | $ 211.3 |
Stock-based Compensation Stock
Stock-based Compensation Stock option rollforward (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | ||
Feb. 28, 2018 | Feb. 28, 2018 | Nov. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 56.3 | ||
Balance at November 30, 2016, shares | 25.3 | ||
Weighted average exercise price, November 30, 2016 | $ 25.91 | $ 25.91 | $ 25.69 |
Exercised options | (2.4) | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 23.55 | ||
Forfeited options | 0 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | $ 0 | ||
Balance at August 31, 2017, shares | 22.9 | ||
Weighted average exercise price, August 31, 2017 | $ 25.91 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 2 years 3 months | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 483.3 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 25.90 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 2 years 2 months 28 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ 477.3 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 11.2 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 24.95 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term | 1 year 9 months 16 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | $ 248.5 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 22.6 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | |
Feb. 28, 2018 | Feb. 28, 2017 | |
Valuation Allowance [Line Items] | ||
Effective Income Tax Rate Reconciliation, Repatriation of Foreign Earnings, Amount | $ (38) | |
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount | $ 174 | |
Effective Income Tax Rate, Continuing Operations | (156.00%) | (6.00%) |
Income Tax Expense (Benefit) | $ 136 | |
Effective Income Tax Rate Reconciliation, Tax Cuts and Jobs Act, Percent | 145.00% | |
Effective Income Tax Rate Reconciliation, Share-Based Compensation, Excess Tax Benefit, Amount | $ 24 | $ 14 |
Effective Income Tax Rate Reconciliation, Share-Based Compensation, Excess Tax Benefit, Percent | 25.00% | 22.00% |
Earnings per Share (Details)
Earnings per Share (Details) - shares shares in Millions | 3 Months Ended | |
Feb. 28, 2018 | Feb. 28, 2017 | |
Weighted average common shares outstanding: | ||
Shares used in basic EPS calculation | 398 | 406.2 |
Effect of dilutive securities: | ||
RSUs/RSAs | 4.5 | 5.7 |
Stock options | 9.6 | 10.3 |
Shares used in diluted EPS calculation | 412.1 | 422.2 |
Common Stock and Earnings per44
Common Stock and Earnings per Share Share Repurchase Programs (Details) - USD ($) shares in Millions, $ in Millions | Mar. 01, 2018 | Feb. 28, 2018 |
Equity, Class of Treasury Stock [Line Items] | ||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 1,507 | |
Repurchases of common shares, value | $ 172.5 | |
Shares held in employee benefit trust, shares | 25.2 | |
Accelerated share repurchase March 2018 [Member] | Initial Delivery [Member] | ||
Equity, Class of Treasury Stock [Line Items] | ||
Repurchases of common shares, shares | 8.5 | |
Accelerated share repurchase March 2018 [Member] | Subsequent Event Type [Domain] | ||
Equity, Class of Treasury Stock [Line Items] | ||
Accelerated Share Repurchases, Settlement (Payment) or Receipt | $ 500 | |
Stock repurchase program October 2017 [Member] | ||
Equity, Class of Treasury Stock [Line Items] | ||
Stock Repurchase Program, Authorized Amount | $ 3,250 | |
Open market and equity plans [Member] | ||
Equity, Class of Treasury Stock [Line Items] | ||
Repurchases of common shares, value | $ 249 |
Accumulated Other Comprehensi45
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Feb. 28, 2018 | Feb. 28, 2017 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | $ (85) | |
Foreign currency translation adjustment | 56.4 | $ (24.9) |
Unrealized loss on hedging activities | 4.8 | 3 |
Ending balance | (29.7) | |
Accumulated Translation Adjustment [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | (68.1) | |
Foreign currency translation adjustment | 56.4 | |
Reclassifications from AOCI to income, foreign currency translation | 0 | |
Tax Cuts and Jobs Act of 2017, Reclassification from AOCI to Retained Earnings | 0 | |
Ending balance | (11.7) | |
Accumulated Defined Benefit Plans Adjustment [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | (13) | |
Other comprehensive income (loss) before reclassifications, net pension and OPEB liability | 0 | |
Reclassifications from AOCI to income, net pension and OPEB liability | 0 | |
Tax Cuts and Jobs Act of 2017, Reclassification from AOCI to Retained Earnings | (1.7) | |
Ending balance | (14.7) | |
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | (3.9) | (10.5) |
Tax Cuts and Jobs Act of 2017, Reclassification from AOCI to Retained Earnings | (4.2) | 0 |
Unrealized loss on hedging activities | 3.6 | |
Loss reclassified from AOCI into income | 1.2 | |
Ending balance | (3.3) | $ (7.5) |
Accumulated Other Comprehensive Loss [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | (85) | |
Tax Cuts and Jobs Act of 2017, Reclassification from AOCI to Retained Earnings | (5.9) | |
Other comprehensive income (loss) before reclassifications | 60 | |
Reclassifications from AOCI to income | 1.2 | |
Ending balance | $ (29.7) |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Feb. 28, 2018 | Feb. 28, 2017 | Nov. 30, 2017 | |
Segment Reporting Information [Line Items] | |||
Disclosure of Major Customers | 0 | 0 | |
Revenue | $ 932,100 | $ 844,200 | |
Adjusted EBITDA | 359,300 | 320,200 | |
Operating income | 139,700 | 95,700 | |
Interest income | 700 | 500 | |
Interest expense | (46,300) | (31,800) | |
Benefit for income taxes | 146,600 | 3,600 | |
Depreciation | (41,600) | (36,100) | |
Amortization expense | (89,000) | (84,700) | |
Stock-based compensation expense | (61,900) | (75,200) | |
Restructuring charges | 0 | 200 | |
Acquisition-related costs | (27,000) | (31,600) | |
Share of joint venture results not attributable to Adjusted EBITDA | 0 | 400 | |
Adjusted EBITDA attributable to noncontrolling interest | 500 | 500 | |
Net income attributable to IHS Markit Ltd. | 241,300 | 66,000 | |
Segment Reconciling Items [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 0 | $ 0 | |
Resources Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 205,300 | 196,900 | |
Adjusted EBITDA | 84,900 | 80,000 | |
Transportation Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 269,600 | 224,900 | |
Adjusted EBITDA | 109,700 | 89,800 | |
Acquisition-related costs | (15,900) | ||
CMS Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 137,600 | 126,500 | |
Adjusted EBITDA | 31,800 | 28,600 | |
Acquisition-related costs | (1,400) | ||
Financial Services Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 319,600 | 295,900 | |
Adjusted EBITDA | 145,400 | 129,200 | |
Acquisition-related costs | (3,000) | ||
Corporate, Non-Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Adjusted EBITDA | (12,500) | (7,400) | |
Acquisition Costs, Non-Performance Related [Member] | |||
Segment Reporting Information [Line Items] | |||
Acquisition-related costs | (12,100) | (31,600) | |
Acquisition Costs, Performance Related [Member] | |||
Segment Reporting Information [Line Items] | |||
Acquisition-related costs | $ (14,900) | $ 0 |
Segment Information Revenue by
Segment Information Revenue by Transaction Type and Product Category (Details) - USD ($) $ in Millions | 3 Months Ended | |
Feb. 28, 2018 | Feb. 28, 2017 | |
Revenue from External Customer [Line Items] | ||
Revenue | $ 932.1 | $ 844.2 |
Recurring Fixed Revenue [Member] | ||
Revenue from External Customer [Line Items] | ||
Revenue | 683.3 | 617.1 |
Recurring Variable Revenue [Member] | ||
Revenue from External Customer [Line Items] | ||
Revenue | 117.1 | 106.4 |
Non-recurring Revenue [Member] | ||
Revenue from External Customer [Line Items] | ||
Revenue | $ 131.7 | $ 120.7 |