Document and Entity Information
Document and Entity Information | 9 Months Ended |
Aug. 31, 2016shares | |
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 | Aug. 31, 2016 |
Document Fiscal Year Focus | 2,016 |
Document Fiscal Period Focus | Q3 |
Amendment Flag | false |
Entity Common Stock, Shares Outstanding | 421,946,796 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Aug. 31, 2016 | Nov. 30, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 200.7 | $ 291.6 |
Accounts receivable, net | 514.7 | 355.9 |
Income tax receivable | 8.7 | 4.6 |
Deferred subscription costs | 53 | 52.8 |
Assets held for sale | 0 | 193.4 |
Other | 152.4 | 52.2 |
Total current assets | 929.5 | 950.5 |
Non-current assets: | ||
Property and equipment, net | 391.6 | 314.4 |
Intangible assets, net | 4,565.2 | 1,014.7 |
Goodwill | 8,423.5 | 3,287.5 |
Deferred income taxes | 6.6 | 6.6 |
Other | 12 | 3.8 |
Total non-current assets | 13,398.9 | 4,627 |
Total assets | 14,328.4 | 5,577.5 |
Current liabilities: | ||
Short-term debt | 126 | 36 |
Accounts payable | 57.4 | 59.2 |
Accrued compensation | 134.1 | 105.5 |
Accrued royalties | 24 | 33.3 |
Other accrued expenses | 237 | 118.4 |
Income tax payable | 32.7 | 23.3 |
Deferred revenue | 803.4 | 552.5 |
Liabilities held for sale | 0 | 32.1 |
Total current liabilities | 1,414.6 | 960.3 |
Long-term debt | 3,140 | 2,071.5 |
Accrued pension and postretirement liability | 25.8 | 26.7 |
Deferred income taxes | 1,125.8 | 259.5 |
Other liabilities | 111.9 | 58.6 |
Commitments and contingencies | ||
Redeemable noncontrolling interest | 77.7 | 0 |
Shareholders' equity: | ||
Common shares, $0.01 par value, 3,000.0 and 569.1 authorized, 451.6 and 250.0 issued, and 421.9 and 240.2 outstanding at August 31, 2016 and November 30, 2015, respectively | 4.5 | 2.5 |
Additional paid-in capital | 7,085 | 1,051.3 |
Treasury shares, at cost: 29.7 and 9.8 at August 31, 2016 and November 30, 2015, respectively | (156.9) | (317) |
Retained earnings | 1,718.8 | 1,655.3 |
Accumulated other comprehensive loss | (218.8) | (191.2) |
Total shareholders' equity | 8,432.6 | 2,200.9 |
Total liabilities and shareholders' equity | $ 14,328.4 | $ 5,577.5 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Millions | Aug. 31, 2016 | Nov. 30, 2015 |
Common shares, par value per share | $ 0.01 | $ 0.01 |
Common shares, shares authorized | 3,000 | 569.1 |
Common shares, shares issued | 451.6 | 250 |
Common shares, shares outstanding | 421.9 | 240.2 |
Treasury shares, shares | 29.7 | 9.8 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2016 | Aug. 31, 2015 | Aug. 31, 2016 | Aug. 31, 2015 | |
Revenue | $ 724.6 | $ 557.9 | $ 1,861 | $ 1,628.6 |
Operating expenses: | ||||
Cost of revenue | 269.1 | 209.2 | 692.2 | 624.3 |
Selling, general and administrative | 267.6 | 200.1 | 661.1 | 589.2 |
Depreciation and amortization | 91.7 | 54.8 | 216.5 | 159.5 |
Restructuring charges | 10.6 | 1.9 | 23.9 | 22 |
Acquisition-related costs | 104.5 | 0.1 | 119.9 | 0.6 |
Net periodic pension and postretirement expense | 0.6 | 0.6 | 1.2 | 1.5 |
Other expense (income), net | (2.8) | 0.2 | (2) | 1.3 |
Total operating expenses | 741.3 | 466.9 | 1,712.8 | 1,398.4 |
Operating income (loss) | (16.7) | 91 | 148.2 | 230.2 |
Interest income | 0.3 | 0.3 | 0.9 | 0.6 |
Interest expense | (36.5) | (18.2) | (92) | (52.6) |
Non-operating expense, net | (36.2) | (17.9) | (91.1) | (52) |
Income (loss) from continuing operations before income taxes and equity in earnings of equity method investee | (52.9) | 73.1 | 57.1 | 178.2 |
Benefit (provision) for income taxes | 23.1 | (16.3) | (0.7) | (36.7) |
Equity in earnings (loss) of equity method investee | (1.2) | 0 | (1.2) | 0 |
Income (loss) from continuing operations | (31) | 56.8 | 55.2 | 141.5 |
Income (loss) from discontinued operations, net | (1) | 2.3 | 8 | 8.1 |
Net income (loss) | (32) | 59.1 | 63.2 | 149.6 |
Net loss attributable to noncontrolling interest | 0.3 | 0 | 0.3 | 0 |
Net income (loss) attributable to IHS Markit Ltd. | $ (31.7) | $ 59.1 | $ 63.5 | $ 149.6 |
Basic earnings (loss) per share: | ||||
Income (loss) from continuing operations attributable to IHS Markit Ltd. | $ (0.09) | $ 0.23 | $ 0.20 | $ 0.58 |
Income (loss) from discontinued operations, net | 0 | 0.01 | 0.03 | 0.03 |
Net income (loss) attributable to IHS Markit Ltd. | $ (0.09) | $ 0.24 | $ 0.23 | $ 0.61 |
Weighted average shares used in computing basic earnings per share | 340.1 | 243.1 | 273.5 | 244.1 |
Diluted earnings (loss) per share: | ||||
Income (loss) from continuing operations attributable to IHS Markit Ltd. | $ (0.09) | $ 0.23 | $ 0.20 | $ 0.58 |
Income (loss) from discontinued operations, net | 0 | 0.01 | 0.03 | 0.03 |
Net income (loss) attributable to IHS Markit Ltd. | $ (0.09) | $ 0.24 | $ 0.23 | $ 0.61 |
Weighted average shares used in computing diluted earnings per share | 340.1 | 244.8 | 277.5 | 246 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income Statement - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2016 | Aug. 31, 2015 | Aug. 31, 2016 | Aug. 31, 2015 | |
Net income (loss) attributable to IHS Markit Ltd. | $ (31.7) | $ 59.1 | $ 63.5 | $ 149.6 |
Other comprehensive loss, net of tax: | ||||
Unrealized loss on hedging activities | (5.2) | (0.9) | (6.9) | (3.9) |
Foreign currency translation adjustment | (31) | (15.4) | (20.7) | (61.2) |
Total other comprehensive loss | (36.2) | (16.3) | (27.6) | (65.1) |
Comprehensive income (loss) | $ (67.9) | $ 42.8 | $ 35.9 | $ 84.5 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2016 | Aug. 31, 2015 | Aug. 31, 2016 | Aug. 31, 2015 | |
Tax expense (benefit) on unrealized loss on hedging activities | $ 5.3 | $ (0.7) | $ 4.2 | $ (2.6) |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2015 | |
Operating activities: | ||
Net income (loss) attributable to IHS Markit Ltd. | $ 63.5 | $ 149.6 |
Reconciliation of net income to net cash provided by operating activities: | ||
Depreciation and amortization | 216.5 | 174.8 |
Stock-based compensation expense | 144.9 | 101.2 |
Gain on sale of business | (41.5) | 0 |
Impairment of assets | 0 | 1.2 |
Excess tax benefit from stock-based compensation | (1.8) | (5.9) |
Net periodic pension and postretirement expense | 1.2 | 1.5 |
Undistributed earnings of affiliates, net | 1.2 | 0 |
Pension and postretirement contributions | (2.2) | (3) |
Deferred income taxes | 6.1 | (21.3) |
Change in assets and liabilities: | ||
Accounts receivable, net | 65.8 | 101.3 |
Other current assets | 39.9 | (20.4) |
Accounts payable | (40.6) | 2 |
Accrued expenses | 7.1 | (32.1) |
Income tax | (5.8) | 45.8 |
Deferred revenue | 10.7 | (1.3) |
Other liabilities | 10.1 | 3.2 |
Net cash provided by operating activities | 475.1 | 496.6 |
Investing activities: | ||
Capital expenditures on property and equipment | (99.3) | (97.7) |
Acquisitions of businesses, net of cash acquired | (1,014.4) | (369.9) |
Proceeds from sale of business | 190.2 | 0 |
Change in other assets | 0.3 | 3.3 |
Settlements of forward contracts | 5.6 | 0.8 |
Net cash used in investing activities | (917.6) | (463.5) |
Financing activities: | ||
Proceeds from borrowings | 3,423 | 465 |
Repayment of borrowings | (2,876.8) | (222.3) |
Payment of debt issuance costs | (22.8) | 0 |
Excess tax benefit from stock-based compensation | 1.8 | 5.9 |
Proceeds from the exercise of employee stock options | 69.1 | 0 |
Repurchases of common stock | (264.6) | (148.6) |
Net cash provided by financing activities | 329.7 | 100 |
Foreign exchange impact on cash balance | 20.4 | (22.7) |
Net increase (decrease) in cash and cash equivalents | (92.4) | 110.4 |
Cash and cash equivalents at the beginning of the period | 291.6 | 153.2 |
Cash and cash equivalents at the end of the period | $ 200.7 | $ 263.6 |
Condensed Consolidated Stateme8
Condensed Consolidated Statement of Changes in Stockholders' Equity - 9 months ended Aug. 31, 2016 - USD ($) shares in Millions, $ in Millions | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Loss [Member] | Employee Stock Option [Member] | Employee Stock Option [Member]Common Stock [Member] | Employee Stock Option [Member]Additional Paid-in Capital [Member] | Employee Stock Option [Member]Treasury Stock [Member] | Employee Stock Option [Member]Retained Earnings [Member] | Employee Stock Option [Member]Accumulated Other Comprehensive Loss [Member] |
Balance, shares at Nov. 30, 2015 | 240.2 | 240.2 | ||||||||||
Balance (Audited) at Nov. 30, 2015 | $ 2,200.9 | $ 2.5 | $ 1,051.3 | $ (317) | $ 1,655.3 | $ (191.2) | ||||||
Share-based award activity, shares | 2.4 | 3.2 | ||||||||||
Share-based award activity, value | 110.3 | $ 0 | 139.8 | (29.5) | 0 | 0 | $ 69.1 | $ 0 | $ 69.1 | $ 0 | $ 0 | $ 0 |
Income tax deficit from stock-based compensation | (0.4) | $ 0 | (0.4) | 0 | 0 | 0 | ||||||
Repurchases of common stock, shares | 6.7 | |||||||||||
Repurchases of common stock, value | (230.6) | $ 0 | 0 | (230.6) | 0 | 0 | ||||||
Common shares issued in connection with the Merger, shares | 182.8 | |||||||||||
Common shares issued in connection with the Merger, value | 6,247.4 | $ 2 | 6,245.4 | 0 | 0 | 0 | ||||||
Cancellation of treasury shares, shares | 0 | |||||||||||
Cancellation of treasury shares, value | 0 | $ 0 | (420.2) | 420.2 | 0 | 0 | ||||||
Net income (loss) attributable to IHS Markit Ltd. | 63.5 | 0 | 0 | 0 | 63.5 | 0 | ||||||
Other comprehensive income (loss) | $ (27.6) | $ 0 | 0 | 0 | 0 | (27.6) | ||||||
Balance, shares at Aug. 31, 2016 | 421.9 | 421.9 | ||||||||||
Balance at Aug. 31, 2016 | $ 8,432.6 | $ 4.5 | $ 7,085 | $ (156.9) | $ 1,718.8 | $ (218.8) |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 9 Months Ended |
Aug. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies [Text Block] | Basis of Presentation and Significant Accounting Policies On July 12, 2016, IHS Inc. (IHS), a Delaware corporation, Markit Ltd. (Markit), a Bermuda exempted company, and Marvel Merger Sub, Inc. (Merger Sub), a Delaware corporation and an indirect and wholly owned subsidiary of Markit Ltd., completed a merger (Merger) pursuant to which Merger Sub merged with and into IHS, with IHS surviving the Merger as an indirect and wholly owned subsidiary of Markit. Upon completion of the Merger, Markit became the combined group holding company and was renamed IHS Markit Ltd. (IHS Markit, we, us, or our). In accordance with the terms of the Merger agreement, IHS stockholders received 3.5566 common shares of IHS Markit for each share of IHS common stock they owned and IHS Inc. common stock was delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act. The Merger has been accounted for as a business combination in accordance with Accounting Standards Codification (ASC) Topic 805. This standard requires that one of the two companies in the Merger be designated as the acquirer for accounting purposes based on the evidence available. We have treated IHS as the acquiring entity for accounting purposes, and accordingly, the Markit assets acquired and liabilities assumed have been adjusted based on fair value at the consummation of the Merger. Any excess of the purchase price over the fair value of identified assets acquired and liabilities assumed has been recognized as goodwill. In identifying IHS as the acquiring entity for accounting purposes, IHS Markit took into account the voting rights of all equity instruments, the intended corporate governance structure of the combined company, and the size of each of the companies. In assessing the size of each of the companies, IHS Markit evaluated various metrics, including, but not limited to: assets, revenue, operating income, EBITDA, Adjusted EBITDA, market capitalization, and enterprise value. No single factor was the sole determinant in the overall conclusion that IHS is the acquirer for accounting purposes; rather, all factors were considered in arriving at our conclusion. IHS Markit currently qualifies as a foreign private issuer (FPI) under the rules of the SEC until at least the end of fiscal 2017. However, even while we continue to qualify as an FPI, we will report our financial results in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and have voluntarily elected to file our annual, quarterly, and current reports on Forms 10-K, 10-Q, and 8-K. We will continue to operate on a November 30 fiscal year end. As a result of the Merger, we have created a new Financial Services segment, which consists entirely of Markit's business, and we have included revenue and expense attributable to Markit in the Financial Services segment from the date of the Merger. Our accompanying unaudited condensed consolidated financial statements of IHS Markit Ltd. have been prepared on substantially the same basis as the IHS annual consolidated financial statements and should be read in conjunction with the audited consolidated financial statements included in the IHS Inc. Annual Report on Form 10-K for the fiscal year ended November 30, 2015 (IHS 2015 Annual Report on Form 10-K). 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. Due to the discontinued operations discussed in Note 8, we have adjusted prior period income statement amounts to reflect the impact of discontinued operations. Recent Accounting Pronouncements In April 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-08, which changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. The ASU is intended to reduce the frequency of disposals reported as discontinued operations by focusing on strategic shifts that have (or will have) a major effect on an entity’s operations and financial results. We adopted this ASU in the first quarter of 2016, and the adoption of the standard did not have any significant impact on our consolidated financial statements. In May 2014, the FASB issued 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. The ASU allows for the use of either the full or modified retrospective transition method. 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, although early adoption is permitted. We are currently evaluating the impact of these new standards on our consolidated financial statements, as well as which transition method we intend to use. In August 2014, the FASB issued ASU 2014-15, which requires that management evaluate the entity's ability to continue as a going concern within one year after the date that the financial statements are issued. Disclosure is required if there is substantial doubt about the entity's ability to continue as a going concern. The standard will be effective for us in the fourth quarter of our fiscal year 2017, 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 April 2015, the FASB issued ASU 2015-03, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. We early adopted the standard in the third quarter of 2016. As a result of the adoption, we have retrospectively reclassified approximately $23.7 million of debt issuance costs in the November 30, 2015 balance sheet from other current assets and other non-current assets to long-term debt. In April 2015, the FASB issued ASU 2015-05, which provides guidance about a customer's accounting for fees paid in cloud computing arrangements. If a cloud computing arrangement includes a software license, then the customer should account for the software license element consistent with the acquisition of other software licenses. If the arrangement does not contain a software license, the customer should account for the arrangement as a service contract. The standard will be effective for us in the first quarter of our fiscal year 2017, although early adoption is permitted. We anticipate that we will adopt this standard using the prospective transition method, and do not expect that the adoption of this ASU will have a significant impact on our consolidated financial statements. In September 2015, the FASB issued ASU 2015-16, which requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The standard will be effective for us in the first quarter of our fiscal year 2017, 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 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 2020, although early adoption is permitted. We are currently evaluating the impact of this new standard on our consolidated financial statements. In March 2016, the FASB issued ASU 2016-05, which clarifies that a change in the counterparty to a derivative instrument that has been designated as the hedging instrument under Accounting Standards Codification (ASC) Topic 815 does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accounting criteria continue to be met. We early adopted the standard in the third quarter of 2016 on a prospective basis. In March 2016, the FASB issued ASU 2016-09, which changes several aspects of the accounting for stock-based compensation, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The standard will be effective for us in the first quarter of our fiscal 2018, 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 2019, although early adoption is permitted. We are currently evaluating the impact of this new standard on our consolidated financial statements. |
Business Combinations
Business Combinations | 9 Months Ended |
Aug. 31, 2016 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | Business Combinations During the three and nine months ended August 31, 2016 , we completed the following acquisitions: CARPROOF. On December 24, 2015, we acquired CARPROOF, a Canada-based company that offers products and services in vehicle history, appraisal, and valuation for the automotive industry, for approximately $459.2 million , net of cash acquired. We acquired CARPROOF in order to expand our vehicle history report services into Canada. This acquisition is included in our Transportation segment. Oil Price Information Service (OPIS). On February 10, 2016, we acquired OPIS, an internationally referenced pricing reporting agency that serves the oil, natural gas, and biofuels industries, for $652.3 million , net of cash acquired. OPIS information primarily serves the downstream energy market, and we completed this acquisition in support of our efforts to further diversify our energy portfolio. This acquisition is included in our Resources segment. We have preliminarily allocated $368.6 million of the aggregate purchase price for these two acquisitions to amortizing intangible assets and $793.2 million to goodwill. Merger with Markit Ltd. As described in Note 1 above, we completed the Merger on July 12, 2016 in an all-share transaction. The following table shows the calculation of the purchase consideration (in millions, except for Markit closing price): Markit shares issued and outstanding at merger date (1) 179.79 Markit closing price $ 32.70 Total equity consideration $ 5,879.1 Additional consideration for stock compensation 368.3 Total purchase consideration 6,247.4 Less cash acquired (97.1 ) Purchase price, net of cash acquired $ 6,150.3 (1) Excludes restricted stock awards that were issued and outstanding as of the merger date, but were not yet vested. Markit is a leading global provider of financial information services. Its offerings are designed to enhance transparency, reduce risk, and improve operational efficiency in the financial markets. We have created a new Financial Services segment for Markit, and we have included revenue and expense attributable to Markit in the Financial Services segment from the date of the Merger. Markit contributed $156.9 million of revenue and a loss of $35.0 million from continuing operations for the post-Merger period ended August 31, 2016, primarily due to merger-related costs. The following unaudited pro forma information has been prepared as if the Merger had been consummated at December 1, 2014. This information is presented for informational purposes only, and is not necessarily indicative of the operating results that would have occurred if the Merger had been consummated as of that date. This information should not be used as a predictive measure of our future financial position, results of operations, or liquidity. Three months ended August 31, Nine months ended August 31, Supplemental pro forma financial information (unaudited) 2016 2015 2016 2015 (In millions) Total revenue $ 861.9 $ 835.2 $ 2,577.1 $ 2,450.5 Net income $ 71.5 $ 45.7 $ 176.5 $ 173.0 The pro forma net income excludes $60.4 million and $67.1 million of one-time merger and transaction costs for the three and nine months ended August 31, 2016, respectively. The purchase price allocation for this business combination is preliminary and may change upon completion of the determination of fair value. The following table summarizes the initial purchase price allocation, net of acquired cash, for the Merger (in millions): Assets: Current assets $ 322.0 Property and equipment 61.2 Intangible assets 3,323.2 Goodwill 4,369.9 Other long-term assets 14.5 Total assets 8,090.8 Liabilities: Current liabilities 258.3 Deferred revenue 230.8 Deferred taxes 820.3 Long-term debt 535.7 Other long-term liabilities 17.9 Noncontrolling interest 77.5 Total liabilities and noncontrolling interest 1,940.5 Purchase price, net of cash acquired $ 6,150.3 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Aug. 31, 2016 | |
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 August 31, 2016 and November 30, 2015 (in millions): As of August 31, 2016 As of November 30, 2015 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Intangible assets subject to amortization: Information databases $ 831.6 $ (266.0 ) $ 565.6 $ 595.2 $ (233.7 ) $ 361.5 Customer relationships 2,947.6 (186.5 ) 2,761.1 540.5 (135.4 ) 405.1 Developed technology 790.3 (7.3 ) 783.0 — — — Developed computer software 85.2 (42.8 ) 42.4 84.9 (36.0 ) 48.9 Trademarks 401.5 (49.7 ) 351.8 166.3 (34.8 ) 131.5 Other 12.4 (6.8 ) 5.6 14.8 (5.7 ) 9.1 Total $ 5,068.6 $ (559.1 ) $ 4,509.5 $ 1,401.7 $ (445.6 ) $ 956.1 Intangible assets not subject to amortization: Trademarks 55.7 — 55.7 58.6 — 58.6 Total intangible assets $ 5,124.3 $ (559.1 ) $ 4,565.2 $ 1,460.3 $ (445.6 ) $ 1,014.7 Intangible assets amortization expense was $61.5 million and $138.3 million for the three and nine months ended August 31, 2016 , respectively, compared to $33.8 million and $97.6 million for the three and nine months ended August 31, 2015 . The following table presents the estimated future amortization expense related to intangible assets held as of August 31, 2016 (in millions): Year Amount Remainder of 2016 $ 85.1 2017 $ 330.9 2018 $ 319.0 2019 $ 305.4 2020 $ 295.7 Thereafter $ 3,173.4 Goodwill, gross intangible assets, and net intangible assets were all subject to foreign currency translation effects. Changes in our goodwill and gross intangible assets from November 30, 2015 to August 31, 2016 were primarily the result of recent acquisitions, most notably the Merger. The change in net intangible assets was primarily due to acquisitions made in 2016, partially offset by current year amortization. |
Debt
Debt | 9 Months Ended |
Aug. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt [Text Block] | Debt The following table summarizes total indebtedness as of August 31, 2016 and November 30, 2015 (in millions): August 31, 2016 November 30, 2015 2016 revolving facility $ 782.0 $ — 2016 term loan: Tranche A-1 656.0 — Tranche A-2 550.0 — 5% senior notes due 2022 750.0 750.0 Institutional senior notes: Series A 210.0 — Series B 290.0 — Share repurchase liability 64.9 — Debt issuance costs (42.3 ) (23.7 ) Capital leases 5.4 6.2 2014 revolving facility — 710.0 2013 term loan: Tranche A-1 — 665.0 Tranche A-2 — — Total debt $ 3,266.0 $ 2,107.5 Current portion (126.0 ) (36.0 ) Total long-term debt $ 3,140.0 $ 2,071.5 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 $1.5 million of outstanding letters of credit under the 2016 revolving facility as of August 31, 2016 , which reduces the available borrowing under the facility by an equivalent amount. Amounts borrowed under the 2016 revolving facility were used to repay all amounts borrowed under the 2014 revolving facility. 2016 term loan. In July 2016, we entered into a $1.206 billion amortizing term loan agreement (2016 term loan). The term loan includes two tranches, a $656.0 million tranche loan (Tranche A-1) and a $550 million tranche loan (Tranche A-2). 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. Amounts borrowed under the 2016 term loan were used to repay all amounts borrowed under the 2013 term loan. 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, as such terms are defined in the agreement. 5% 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 described in Note 2, 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 5.000 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% of the principal amount of the notes plus the Applicable Premium, as defined in the indentures 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 for the new 5% notes 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. 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. 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 semi-annually 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. Share repurchase liability. In August 2012, Markit executed a share repurchase where the consideration is payable in quarterly installments through May 2017. The carrying value of the debt is calculated using cash flows discounted at a rate based on an average borrowing rate of 3.10 percent . 2014 revolving facility. In October 2014, we entered into a $1.3 billion senior unsecured revolving credit agreement (2014 revolving facility). Borrowings under the 2014 revolving facility mature in October 2019 bore interest at the same rates and spreads as the 2013 term loan, as described below. A commitment fee on any unused balance was payable periodically and ranged from 0.13 percent to 0.30 percent based upon our Leverage Ratio. In July 2016, we repaid all amounts outstanding, cancelled all commitments under the 2014 revolving facility, and terminated the 2014 revolving facility. 2013 term loan. In February 2016, we amended and restated our senior unsecured amortizing term loan agreement originally entered into in the third quarter of 2013 (2013 term loan), adding a $550 million tranche loan (Tranche A-2) to the amount outstanding under the existing tranche loan (Tranche A-1). The 2013 term loan had a maturity date of October 2019. The interest rates for borrowings under the 2013 term loan were the applicable LIBOR plus a spread of 1.00 percent to 2.00 percent , depending upon our Leverage Ratio, which was 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 were defined in the term loan agreements. In July 2016, we repaid all amounts outstanding under the 2013 term loan. The 2014 revolving facility and the 2013 term loan contained certain financial and other covenants, including a maximum Leverage Ratio and a minimum Interest Coverage Ratio, as such terms were defined in the respective agreements. Both agreements were amended during the first quarter of 2016 to allow for leverage up to 4.0x for up to four quarters in connection with the OPIS acquisition; thereafter, the agreements would return to the original leverage allowance of 3.5x, with the ability to temporarily increase leverage to 3.75x for up to three quarters for acquisitions. As of August 31, 2016 , 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. As of August 31, 2016 , we had approximately $782.0 million of outstanding borrowings under the 2016 revolving facility at a current annual interest rate of 2.01 percent and approximately $1.206 billion of outstanding borrowings under the 2016 term loan at a current weighted average annual interest rate of 2.80 percent , including the effect of the interest rate swaps described in Note 5. The carrying value of our debt instruments other than our 5% Notes, Institutional Senior Notes, and share repurchase liability approximate their fair value because of the variable interest rates associated with those instruments. The fair value of the 5% Notes as of August 31, 2016 was approximately $789.4 million , and was measured using observable inputs in markets that are not active; consequently, we have classified the 5% Notes within Level 2 of the fair value hierarchy. |
Derivatives
Derivatives | 9 Months Ended |
Aug. 31, 2016 | |
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 accumulated other comprehensive income/loss (AOCI) in our consolidated balance sheets. Foreign Currency Forwards To mitigate foreign currency exposure, we utilize the following derivative instruments: • Foreign currency forward contracts that hedge the foreign currency exposure on Euro-denominated receipts and Singapore Dollar-denominated and Indian Rupee-denominated expenses. Because the critical terms of the forward contracts and the forecasted cash flows coincide, we do not expect any ineffectiveness associated with these contracts. We designated and accounted for these derivatives as cash flow hedges, with changes in fair value being deferred in AOCI in our consolidated balance sheets. The notional amount of outstanding foreign currency forwards under these agreements as of August 31, 2016 was approximately $63.2 million . There were no outstanding foreign currency forwards under these agreements as of November 30, 2015. • 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 following table summarizes the notional amounts of these outstanding foreign currency forward contracts as of August 31, 2016 and November 30, 2015 (in millions): August 31, 2016 November 30, 2015 Notional amount of currency pair: Contracts to buy USD with CAD $ 52.7 $ — Contracts to buy CAD with USD C$ 5.3 C$ 9.3 Contracts to buy USD with EUR $ 10.0 $ 8.5 Contracts to buy EUR with USD € 13.0 € — Contracts to buy CHF with USD CHF 20.0 CHF 19.0 Contracts to buy GBP with EUR £ — £ 3.5 Contracts to buy EUR with GBP € 9.0 € — Contracts to buy GBP with USD £ 181.1 £ 7.2 Contracts to buy NOK with GBP NOK 57.0 NOK 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 August 31, 2016 and November 30, 2015 (in millions): Fair Value of Derivative Instruments Location on consolidated balance sheets August 31, 2016 November 30, 2015 Assets: Derivatives designated as accounting hedges: Foreign currency forwards $ 1.2 $ — Other current assets Derivatives not designated as accounting hedges: Foreign currency forwards 2.0 0.1 Other current assets Total $ 3.2 $ 0.1 Liabilities: Derivatives designated as accounting hedges: Interest rate swaps $ 26.5 $ 24.3 Other accrued expenses and other liabilities Foreign currency forwards 0.5 — Other accrued expenses Derivatives not designated as accounting hedges: Foreign currency forwards 0.3 0.4 Other accrued expenses Total $ 27.3 $ 24.7 The net (gain) loss on foreign currency forwards that are not designated as hedging instruments for the three and nine months ended August 31, 2016 and the three and nine months ended August 31, 2015 , respectively, was as follows (in millions): Amount of (gain) loss recognized in the consolidated statements of operations Three months ended August 31, Nine months ended August 31, Location on consolidated statements of operations 2016 2015 2016 2015 Foreign currency forwards $ (11.3 ) $ 4.1 $ (7.6 ) $ 3.1 Other expense (income), net The following table provides information about the cumulative amount of unrecognized hedge losses recorded in AOCI, net of tax, as of August 31, 2016 and August 31, 2015 , respectively, as well as the activity on our cash flow hedging instruments for the three and nine months ended August 31, 2016 and the three and nine months ended August 31, 2015 , respectively (in millions): Three months ended August 31, Nine months ended August 31, 2016 2015 2016 2015 Beginning balance $ (16.3 ) $ (12.5 ) $ (14.6 ) $ (9.5 ) Amount of gain (loss) recognized in AOCI on derivative: Interest rate swaps (6.5 ) (1.1 ) (10.9 ) (4.6 ) Foreign currency forwards (0.2 ) 0.1 (0.2 ) 0.9 Amount of loss (gain) reclassified from AOCI into income: Interest rate swaps (1) 1.5 0.5 4.4 1.0 Foreign currency forwards (1) — (0.4 ) (0.2 ) (1.2 ) Ending balance $ (21.5 ) $ (13.4 ) $ (21.5 ) $ (13.4 ) (1) Pre-tax amounts reclassified from AOCI into income 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 $7.4 million of the $26.5 million unrecognized pre-tax losses relating to the interest rate swaps are expected to be reclassified into interest expense within the next 12 months. |
Restructuring Charges
Restructuring Charges | 9 Months Ended |
Aug. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges [Text Block] | Restructuring Charges During the nine months ended August 31, 2016 , we eliminated 327 positions as we continued the transition to our new segment operating model and continued to leverage our shared services cost structure. We also incurred additional direct and incremental costs related to lease abandonments, as well as revising a lease abandonment estimate because we secured a sub-tenant much earlier than anticipated. We expect to continue to incur costs related to these and other similar activities in future periods, resulting in additional restructuring charges. During the nine months ended August 31, 2016 , we recorded approximately $23.9 million of restructuring charges for these activities. Of these charges, approximately $12.7 million was recorded in the Resources segment, $4.8 million was recorded in the Transportation segment, and $6.5 million was recorded in the CMS segment. The following table provides a reconciliation of the restructuring liability, recorded in other accrued expenses, as of August 31, 2016 (in millions): Employee Severance and Other Termination Benefits Contract Termination Costs Other Total Balance at November 30, 2015 $ 8.5 $ 6.2 $ 0.1 $ 14.8 Add: Restructuring costs incurred 20.6 3.9 — 24.5 Revision to prior estimates (0.1 ) (0.5 ) — (0.6 ) Less: Amount paid (23.2 ) (2.2 ) — (25.4 ) Balance at August 31, 2016 $ 5.8 $ 7.4 $ 0.1 $ 13.3 As of August 31, 2016 , approximately $6.6 million of the remaining restructuring liability was in the Resources segment, approximately $4.0 million was in the Transportation segment, and approximately $2.6 million was in the CMS segment. Approximately $10.4 million of the balance is expected to be paid within the next 12 months; the remaining amount relates to lease abandonments that will be paid over the remaining lease periods through 2021. |
Acquisition-related Costs
Acquisition-related Costs | 9 Months Ended |
Aug. 31, 2016 | |
Acquisition Related Costs [Abstract] | |
Acquisition Related Costs [Text Block] | Acquisition-related Costs During the nine months ended August 31, 2016 , we recorded approximately $119.9 million of direct and incremental costs associated with acquisition-related activities. These costs were incurred for banking, legal, and professional fees associated with the Merger and other recent acquisitions, as well as employee severance charges and employee retention costs. Most of these costs were recorded in the Financial Services segment and the shared services function. The following table provides a reconciliation of the acquisition-related costs accrued liability, recorded in other accrued expenses, as of August 31, 2016 (in millions): Employee Severance and Other Termination Benefits Contract Termination Costs Other Total Balance at November 30, 2015 $ — $ 0.1 $ 0.3 $ 0.4 Add: Costs incurred 18.9 0.3 100.9 120.1 Revision to prior estimates — — (0.2 ) (0.2 ) Less: Amount paid (2.1 ) (0.3 ) (56.0 ) (58.4 ) Balance at August 31, 2016 $ 16.8 $ 0.1 $ 45.0 $ 61.9 As of August 31, 2016 , approximately $55.7 million of the remaining acquisition-related costs accrued liability was in the Financial Services segment. We expect that the remaining liability will be substantially paid within the next 12 months. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Aug. 31, 2016 | |
Discontinued Operations [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | Discontinued Operations In November 2015, we launched a sales process to divest our OE&RM and GlobalSpec product groups, which were components of our CMS segment, due to a portfolio evaluation where we determined that those product groups no longer aligned with our strategic goals. We sold both businesses in the second quarter of 2016 for approximately $190.2 million . The OE&RM sale has a contingent earnout provision of $35.0 million that will be evaluated throughout 2016. The net gain on sale for these two product groups was approximately $0.3 million . We entered into transition services agreements (TSAs) with each of the buyers to facilitate an orderly transition process. The results of these product groups have been classified as discontinued operations in the accompanying financial statements and footnotes. Operating results for discontinued operations for the three and nine months ended August 31, 2016 and 2015 were as follows (in millions): Three months ended August 31, Nine months ended August 31, 2016 2015 2016 2015 Revenue $ — $ 30.1 $ 53.5 $ 97.0 Income (loss) from discontinued operations before income taxes $ (1.6 ) $ 3.7 $ 55.6 $ 12.8 Tax expense 0.6 (1.4 ) (47.6 ) (4.7 ) Income (loss) from discontinued operations, net $ (1.0 ) $ 2.3 $ 8.0 $ 8.1 Assets and liabilities from discontinued operations related to the divestiture of the GlobalSpec and OE&RM product groups consisted of the following amounts (in millions): At disposal date November 30, 2015 Current assets $ 2.5 $ 19.5 Property and equipment, net 20.3 16.4 Intangible assets, net 58.8 58.3 Goodwill 103.3 99.2 Total assets $ 184.9 $ 193.4 Current liabilities $ 0.6 $ 1.3 Deferred revenue 26.5 19.6 Deferred income taxes 11.8 11.2 Total liabilities $ 38.9 $ 32.1 |
Pensions and Postretirement Ben
Pensions and Postretirement Benefits | 9 Months Ended |
Aug. 31, 2016 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract] | |
Pensions and Postretirement Benefits [Text Block] | Pensions and Postretirement Benefits Our net periodic pension expense for the three and nine months ended August 31, 2016 and 2015 consisted of the following (in millions): Three months ended August 31, Nine months ended August 31, 2016 2015 2016 2015 Service costs incurred $ 0.4 $ 0.6 $ 0.9 $ 1.5 Interest costs on projected benefit obligation 2.2 2.1 6.4 6.3 Expected return on plan assets (2.1 ) (2.2 ) (6.4 ) (6.6 ) Net periodic pension expense $ 0.5 $ 0.5 $ 0.9 $ 1.2 Our net periodic postretirement expense for the three and nine months ended August 31, 2016 and 2015 consisted of the following (in millions): Three months ended August 31, Nine months ended August 31, 2016 2015 2016 2015 Service costs incurred $ — $ — $ — $ — Interest costs 0.1 0.1 0.3 0.3 Net periodic postretirement expense $ 0.1 $ 0.1 $ 0.3 $ 0.3 In September 2016, we made a $3.0 million contribution to our U.S. Retirement Income Plan in order to increase plan funding. |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Aug. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation [Text Block] | Stock-based Compensation Stock-based compensation expense for the three and nine months ended August 31, 2016 and 2015 was as follows (in millions): Three months ended August 31, Nine months ended August 31, 2016 2015 2016 2015 Cost of revenue $ 14.8 $ 2.1 $ 17.5 $ 5.0 Selling, general and administrative 65.6 29.7 125.1 91.4 Total stock-based compensation expense $ 80.4 $ 31.8 $ 142.6 $ 96.4 Total income tax benefits recognized for stock-based compensation arrangements were as follows (in millions): Three months ended August 31, Nine months ended August 31, 2016 2015 2016 2015 Income tax benefits $ 23.7 $ 10.2 $ 43.5 $ 30.9 No stock-based compensation cost was capitalized during the three and nine months ended August 31, 2016 and 2015 . As of August 31, 2016 , there was $302.7 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 1.3 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 during the nine months ended August 31, 2016 , including shares assumed in conjunction with the Merger. Share amounts and weighted-average grant date fair values have been retroactively adjusted for the Merger conversion ratio. Shares Weighted- (in millions) Balance at November 30, 2015 8.7 $ 30.57 RSAs/RSUs assumed 3.2 $ 32.84 Granted 4.2 $ 31.07 Vested (3.7 ) $ 29.80 Forfeited (0.5 ) $ 32.23 Balance at August 31, 2016 11.9 $ 31.53 The total fair value of RSUs and RSAs that vested during the nine months ended August 31, 2016 was $109.0 million . Stock Options. The following table summarizes stock option awards assumed in conjunction with the Merger and subsequent activity through August 31, 2016: Shares Weighted- (in millions) Balance at November 30, 2015 — $ — Options assumed 46.4 $ 10.62 Granted — $ — Exercised (3.2 ) $ 12.72 Forfeited (0.1 ) $ 9.07 Balance at August 31, 2016 43.1 $ 10.47 |
Income Taxes
Income Taxes | 9 Months Ended |
Aug. 31, 2016 | |
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 and nine months ended August 31, 2016 was negative 43.7 percent and 1.2 percent , respectively, compared to 22.3 percent and 20.6 percent for the three and nine months ended August 31, 2015 . The change in the 2016 rates is due to the net loss generated in the three months ended August 31, 2016 due to the Merger and associated tax benefits related to merger costs, acquired intangible assets, and new capital structure. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Aug. 31, 2016 | |
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 proceedings, lawsuits, 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, 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, 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. Between 2011 and 2016, we and other market participants responded to a civil investigation by the Competition Directorate General of the European Commission (EC) related to the credit default swaps information industry with a primary focus on the activities of certain major international investment banks, the International Swaps and Derivatives Association and IHS Markit. In July 2016, the EC formally adopted a set of commitments with us which constitute a full resolution of the investigation with respect to us without any finding of wrongdoing or monetary liability (Final Commitments). In the Final Commitments, we agreed to certain obligations regarding the governance and composition of the index advisory committees for our CDX and iTraxx CDS indices and the licensing of these indices for certain exchange-traded products. In May 2009, the Antitrust Division of the United States Department of Justice (DOJ) had initiated a similar civil investigation related to the credit default swaps information industry, for which we produced documents and participated in depositions conducted by the DOJ. In September 2016, the DOJ confirmed that it had closed its investigation. 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 | 9 Months Ended |
Aug. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | Common Stock and Earnings per Share Weighted-average shares outstanding for the three and nine months ended August 31, 2016 and 2015 were calculated as follows (in millions): Three months ended August 31, Nine months ended August 31, 2016 2015 2016 2015 Weighted-average shares outstanding: Shares used in basic EPS calculation 340.1 243.1 273.5 244.1 Effect of dilutive securities: Restricted stock units — 1.7 2.2 1.9 Stock options — — 1.8 — Shares used in diluted EPS calculation 340.1 244.8 277.5 246.0 The effect of approximately 54.6 million potential shares of common stock under stock compensation plans were excluded from the calculation of diluted earnings per share for the three months ended August 31, 2016, as such shares would have been antidilutive due to the net loss incurred for the quarter. Share Repurchase Programs In June 2015, the IHS Board of Directors authorized the repurchase up to $500 million of IHS' Class A common stock in open market purchases or through privately negotiated transactions in compliance with Rule 10b-18 under the Securities Exchange Act, subject to market conditions, applicable legal requirements and other relevant factors. During 2016, through the date of the Merger, we had repurchased approximately $75 million under this program. This program was terminated in conjunction with the completion of the Merger. In February 2016, the Markit Board of Directors authorized a share repurchase program of up to $500 million of Markit common shares through February 28, 2018. This authorization continued in effect after completion of the Merger. Under this $500 million share repurchase program, management is authorized to repurchase, at its discretion, IHS Markit common shares on the open market from time to time, in privately negotiated transactions, or through accelerated repurchase agreements, subject to the availability of common shares, share price, market conditions, alternative uses of capital, and applicable regulatory requirements. As of August 31, 2016, we had repurchased $155.6 million under this $500 million authorization, all subsequent to the Merger. In August 2016, our Board of Directors modified this share repurchase program to terminate on September 29, 2016 and authorized a new share repurchase program of up to $1.5 billion of IHS Markit common shares from September 29, 2016 through November 30, 2017, 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 new repurchase program does not obligate us to repurchase any set dollar amount or number of shares and may be modified, suspended, or terminated at any time without prior notice. Under the new repurchase program, we are authorized to repurchase our common shares on the open market from time to time, in privately negotiated transactions, or through accelerated repurchase agreements, subject to availability of common shares, price, market conditions, alternative uses of capital, and applicable regulatory requirements, at management’s discretion. 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. On December 7, 2015, Markit entered into an aggregate $200 million accelerated share repurchase (ASR) of issued and outstanding common shares. The ASR continued in effect after completion of the Merger. The total number of shares ultimately to be repurchased under the 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 of the ASR, 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) | 9 Months Ended |
Aug. 31, 2016 | |
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 nine months ended August 31, 2016 (in millions): Foreign currency translation Net pension and OPEB liability Unrealized losses on hedging activities Total Balance at November 30, 2015 $ (163.5 ) $ (13.1 ) $ (14.6 ) $ (191.2 ) Other comprehensive loss before reclassifications (20.7 ) — (11.1 ) (31.8 ) Reclassifications from AOCI to income — — 4.2 4.2 Balance at August 31, 2016 $ (184.2 ) $ (13.1 ) $ (21.5 ) $ (218.8 ) |
Segment Information
Segment Information | 9 Months Ended |
Aug. 31, 2016 | |
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. The Financial Services segment consists entirely of the legacy Markit business. We evaluate revenue performance at the segment level and also by transaction type. No single customer accounted for 10% or more of our total revenue for the three and nine months ended August 31, 2016 and 2015 . There are no material inter-segment revenues for any period presented. 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 August 31, Nine months ended August 31, 2016 2015 2016 2015 Revenue Resources $ 210.4 $ 217.8 $ 647.4 $ 670.1 Transportation 227.1 193.4 657.7 559.3 CMS 130.2 146.7 399.0 399.2 Financial Services 156.9 — 156.9 — Total revenue $ 724.6 $ 557.9 $ 1,861.0 $ 1,628.6 Adjusted EBITDA Resources $ 94.4 $ 91.0 $ 275.4 $ 266.4 Transportation 88.6 72.4 252.6 204.0 CMS 33.3 29.1 91.6 72.8 Financial Services 65.0 — 65.0 — Shared services (12.3 ) (12.9 ) (35.0 ) (33.3 ) Total Adjusted EBITDA $ 269.0 $ 179.6 $ 649.6 $ 509.9 Reconciliation to the consolidated statements of operations: Interest income 0.3 0.3 0.9 0.6 Interest expense (36.5 ) (18.2 ) (92.0 ) (52.6 ) Benefit (provision) for income taxes 23.1 (16.3 ) (0.7 ) (36.7 ) Depreciation (30.2 ) (21.0 ) (78.2 ) (61.9 ) Amortization related to acquired intangible assets (61.5 ) (33.8 ) (138.3 ) (97.6 ) Stock-based compensation expense (80.4 ) (31.8 ) (142.6 ) (96.4 ) Restructuring charges (10.6 ) (1.9 ) (23.9 ) (22.0 ) Acquisition-related costs (104.5 ) (0.1 ) (119.9 ) (0.6 ) Impairment of assets — — — (1.2 ) Share of joint venture results not attributable to Adjusted EBITDA 0.3 — 0.3 — Adjusted EBITDA attributable to noncontrolling interest 0.3 — 0.3 — Income (loss) from discontinued operations, net (1.0 ) 2.3 8.0 8.1 Net income (loss) $ (31.7 ) $ 59.1 $ 63.5 $ 149.6 Revenue by transaction type was as follows (in millions): Three months ended August 31, Nine months ended August 31, 2016 2015 2016 2015 Recurring fixed revenue $ 548.0 $ 449.4 $ 1,453.2 $ 1,320.3 Recurring variable revenue 56.8 — 56.8 — Non-recurring revenue 119.8 108.5 351.0 308.3 Total revenue $ 724.6 $ 557.9 $ 1,861.0 $ 1,628.6 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Aug. 31, 2016 | |
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 April 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-08, which changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. The ASU is intended to reduce the frequency of disposals reported as discontinued operations by focusing on strategic shifts that have (or will have) a major effect on an entity’s operations and financial results. We adopted this ASU in the first quarter of 2016, and the adoption of the standard did not have any significant impact on our consolidated financial statements. In May 2014, the FASB issued 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. The ASU allows for the use of either the full or modified retrospective transition method. 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, although early adoption is permitted. We are currently evaluating the impact of these new standards on our consolidated financial statements, as well as which transition method we intend to use. In August 2014, the FASB issued ASU 2014-15, which requires that management evaluate the entity's ability to continue as a going concern within one year after the date that the financial statements are issued. Disclosure is required if there is substantial doubt about the entity's ability to continue as a going concern. The standard will be effective for us in the fourth quarter of our fiscal year 2017, 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 April 2015, the FASB issued ASU 2015-03, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. We early adopted the standard in the third quarter of 2016. As a result of the adoption, we have retrospectively reclassified approximately $23.7 million of debt issuance costs in the November 30, 2015 balance sheet from other current assets and other non-current assets to long-term debt. In April 2015, the FASB issued ASU 2015-05, which provides guidance about a customer's accounting for fees paid in cloud computing arrangements. If a cloud computing arrangement includes a software license, then the customer should account for the software license element consistent with the acquisition of other software licenses. If the arrangement does not contain a software license, the customer should account for the arrangement as a service contract. The standard will be effective for us in the first quarter of our fiscal year 2017, although early adoption is permitted. We anticipate that we will adopt this standard using the prospective transition method, and do not expect that the adoption of this ASU will have a significant impact on our consolidated financial statements. In September 2015, the FASB issued ASU 2015-16, which requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The standard will be effective for us in the first quarter of our fiscal year 2017, 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 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 2020, although early adoption is permitted. We are currently evaluating the impact of this new standard on our consolidated financial statements. In March 2016, the FASB issued ASU 2016-05, which clarifies that a change in the counterparty to a derivative instrument that has been designated as the hedging instrument under Accounting Standards Codification (ASC) Topic 815 does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accounting criteria continue to be met. We early adopted the standard in the third quarter of 2016 on a prospective basis. In March 2016, the FASB issued ASU 2016-09, which changes several aspects of the accounting for stock-based compensation, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The standard will be effective for us in the first quarter of our fiscal 2018, 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 2019, although early adoption is permitted. We are currently evaluating the impact of this new standard on our consolidated financial statements. |
Business Combinations Business
Business Combinations Business Combinations (Tables) | 9 Months Ended |
Aug. 31, 2016 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |
Business Acquisition, Pro Forma Information [Table Text Block] | The following unaudited pro forma information has been prepared as if the Merger had been consummated at December 1, 2014. This information is presented for informational purposes only, and is not necessarily indicative of the operating results that would have occurred if the Merger had been consummated as of that date. This information should not be used as a predictive measure of our future financial position, results of operations, or liquidity. Three months ended August 31, Nine months ended August 31, Supplemental pro forma financial information (unaudited) 2016 2015 2016 2015 (In millions) Total revenue $ 861.9 $ 835.2 $ 2,577.1 $ 2,450.5 Net income $ 71.5 $ 45.7 $ 176.5 $ 173.0 The pro forma net income excludes $60.4 million and $67.1 million of one-time merger and transaction costs for the three and nine months ended August 31, 2016, respectively. |
Business Combinations Purchase
Business Combinations Purchase price allocation (Tables) | 9 Months Ended |
Aug. 31, 2016 | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The purchase price allocation for this business combination is preliminary and may change upon completion of the determination of fair value. The following table summarizes the initial purchase price allocation, net of acquired cash, for the Merger (in millions): Assets: Current assets $ 322.0 Property and equipment 61.2 Intangible assets 3,323.2 Goodwill 4,369.9 Other long-term assets 14.5 Total assets 8,090.8 Liabilities: Current liabilities 258.3 Deferred revenue 230.8 Deferred taxes 820.3 Long-term debt 535.7 Other long-term liabilities 17.9 Noncontrolling interest 77.5 Total liabilities and noncontrolling interest 1,940.5 Purchase price, net of cash acquired $ 6,150.3 |
Business Combination Disclosure [Text Block] | Business Combinations During the three and nine months ended August 31, 2016 , we completed the following acquisitions: CARPROOF. On December 24, 2015, we acquired CARPROOF, a Canada-based company that offers products and services in vehicle history, appraisal, and valuation for the automotive industry, for approximately $459.2 million , net of cash acquired. We acquired CARPROOF in order to expand our vehicle history report services into Canada. This acquisition is included in our Transportation segment. Oil Price Information Service (OPIS). On February 10, 2016, we acquired OPIS, an internationally referenced pricing reporting agency that serves the oil, natural gas, and biofuels industries, for $652.3 million , net of cash acquired. OPIS information primarily serves the downstream energy market, and we completed this acquisition in support of our efforts to further diversify our energy portfolio. This acquisition is included in our Resources segment. We have preliminarily allocated $368.6 million of the aggregate purchase price for these two acquisitions to amortizing intangible assets and $793.2 million to goodwill. Merger with Markit Ltd. As described in Note 1 above, we completed the Merger on July 12, 2016 in an all-share transaction. The following table shows the calculation of the purchase consideration (in millions, except for Markit closing price): Markit shares issued and outstanding at merger date (1) 179.79 Markit closing price $ 32.70 Total equity consideration $ 5,879.1 Additional consideration for stock compensation 368.3 Total purchase consideration 6,247.4 Less cash acquired (97.1 ) Purchase price, net of cash acquired $ 6,150.3 (1) Excludes restricted stock awards that were issued and outstanding as of the merger date, but were not yet vested. Markit is a leading global provider of financial information services. Its offerings are designed to enhance transparency, reduce risk, and improve operational efficiency in the financial markets. We have created a new Financial Services segment for Markit, and we have included revenue and expense attributable to Markit in the Financial Services segment from the date of the Merger. Markit contributed $156.9 million of revenue and a loss of $35.0 million from continuing operations for the post-Merger period ended August 31, 2016, primarily due to merger-related costs. The following unaudited pro forma information has been prepared as if the Merger had been consummated at December 1, 2014. This information is presented for informational purposes only, and is not necessarily indicative of the operating results that would have occurred if the Merger had been consummated as of that date. This information should not be used as a predictive measure of our future financial position, results of operations, or liquidity. Three months ended August 31, Nine months ended August 31, Supplemental pro forma financial information (unaudited) 2016 2015 2016 2015 (In millions) Total revenue $ 861.9 $ 835.2 $ 2,577.1 $ 2,450.5 Net income $ 71.5 $ 45.7 $ 176.5 $ 173.0 The pro forma net income excludes $60.4 million and $67.1 million of one-time merger and transaction costs for the three and nine months ended August 31, 2016, respectively. The purchase price allocation for this business combination is preliminary and may change upon completion of the determination of fair value. The following table summarizes the initial purchase price allocation, net of acquired cash, for the Merger (in millions): Assets: Current assets $ 322.0 Property and equipment 61.2 Intangible assets 3,323.2 Goodwill 4,369.9 Other long-term assets 14.5 Total assets 8,090.8 Liabilities: Current liabilities 258.3 Deferred revenue 230.8 Deferred taxes 820.3 Long-term debt 535.7 Other long-term liabilities 17.9 Noncontrolling interest 77.5 Total liabilities and noncontrolling interest 1,940.5 Purchase price, net of cash acquired $ 6,150.3 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Aug. 31, 2016 | |
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 August 31, 2016 and November 30, 2015 (in millions): As of August 31, 2016 As of November 30, 2015 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Intangible assets subject to amortization: Information databases $ 831.6 $ (266.0 ) $ 565.6 $ 595.2 $ (233.7 ) $ 361.5 Customer relationships 2,947.6 (186.5 ) 2,761.1 540.5 (135.4 ) 405.1 Developed technology 790.3 (7.3 ) 783.0 — — — Developed computer software 85.2 (42.8 ) 42.4 84.9 (36.0 ) 48.9 Trademarks 401.5 (49.7 ) 351.8 166.3 (34.8 ) 131.5 Other 12.4 (6.8 ) 5.6 14.8 (5.7 ) 9.1 Total $ 5,068.6 $ (559.1 ) $ 4,509.5 $ 1,401.7 $ (445.6 ) $ 956.1 Intangible assets not subject to amortization: Trademarks 55.7 — 55.7 58.6 — 58.6 Total intangible assets $ 5,124.3 $ (559.1 ) $ 4,565.2 $ 1,460.3 $ (445.6 ) $ 1,014.7 |
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 August 31, 2016 (in millions): Year Amount Remainder of 2016 $ 85.1 2017 $ 330.9 2018 $ 319.0 2019 $ 305.4 2020 $ 295.7 Thereafter $ 3,173.4 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Aug. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | The following table summarizes total indebtedness as of August 31, 2016 and November 30, 2015 (in millions): August 31, 2016 November 30, 2015 2016 revolving facility $ 782.0 $ — 2016 term loan: Tranche A-1 656.0 — Tranche A-2 550.0 — 5% senior notes due 2022 750.0 750.0 Institutional senior notes: Series A 210.0 — Series B 290.0 — Share repurchase liability 64.9 — Debt issuance costs (42.3 ) (23.7 ) Capital leases 5.4 6.2 2014 revolving facility — 710.0 2013 term loan: Tranche A-1 — 665.0 Tranche A-2 — — Total debt $ 3,266.0 $ 2,107.5 Current portion (126.0 ) (36.0 ) Total long-term debt $ 3,140.0 $ 2,071.5 |
Derivatives (Tables)
Derivatives (Tables) | 9 Months Ended |
Aug. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Notional Amounts of Outstanding Derivative Positions [Table Text Block] | The following table summarizes the notional amounts of these outstanding foreign currency forward contracts as of August 31, 2016 and November 30, 2015 (in millions): August 31, 2016 November 30, 2015 Notional amount of currency pair: Contracts to buy USD with CAD $ 52.7 $ — Contracts to buy CAD with USD C$ 5.3 C$ 9.3 Contracts to buy USD with EUR $ 10.0 $ 8.5 Contracts to buy EUR with USD € 13.0 € — Contracts to buy CHF with USD CHF 20.0 CHF 19.0 Contracts to buy GBP with EUR £ — £ 3.5 Contracts to buy EUR with GBP € 9.0 € — Contracts to buy GBP with USD £ 181.1 £ 7.2 Contracts to buy NOK with GBP NOK 57.0 NOK |
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 August 31, 2016 and November 30, 2015 (in millions): Fair Value of Derivative Instruments Location on consolidated balance sheets August 31, 2016 November 30, 2015 Assets: Derivatives designated as accounting hedges: Foreign currency forwards $ 1.2 $ — Other current assets Derivatives not designated as accounting hedges: Foreign currency forwards 2.0 0.1 Other current assets Total $ 3.2 $ 0.1 Liabilities: Derivatives designated as accounting hedges: Interest rate swaps $ 26.5 $ 24.3 Other accrued expenses and other liabilities Foreign currency forwards 0.5 — Other accrued expenses Derivatives not designated as accounting hedges: Foreign currency forwards 0.3 0.4 Other accrued expenses Total $ 27.3 $ 24.7 |
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 and nine months ended August 31, 2016 and the three and nine months ended August 31, 2015 , respectively, was as follows (in millions): Amount of (gain) loss recognized in the consolidated statements of operations Three months ended August 31, Nine months ended August 31, Location on consolidated statements of operations 2016 2015 2016 2015 Foreign currency forwards $ (11.3 ) $ 4.1 $ (7.6 ) $ 3.1 Other expense (income), 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 August 31, 2016 and August 31, 2015 , respectively, as well as the activity on our cash flow hedging instruments for the three and nine months ended August 31, 2016 and the three and nine months ended August 31, 2015 , respectively (in millions): Three months ended August 31, Nine months ended August 31, 2016 2015 2016 2015 Beginning balance $ (16.3 ) $ (12.5 ) $ (14.6 ) $ (9.5 ) Amount of gain (loss) recognized in AOCI on derivative: Interest rate swaps (6.5 ) (1.1 ) (10.9 ) (4.6 ) Foreign currency forwards (0.2 ) 0.1 (0.2 ) 0.9 Amount of loss (gain) reclassified from AOCI into income: Interest rate swaps (1) 1.5 0.5 4.4 1.0 Foreign currency forwards (1) — (0.4 ) (0.2 ) (1.2 ) Ending balance $ (21.5 ) $ (13.4 ) $ (21.5 ) $ (13.4 ) (1) Pre-tax amounts reclassified from AOCI into income 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. |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 9 Months Ended |
Aug. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring and Related Costs [Table Text Block] | The following table provides a reconciliation of the restructuring liability, recorded in other accrued expenses, as of August 31, 2016 (in millions): Employee Severance and Other Termination Benefits Contract Termination Costs Other Total Balance at November 30, 2015 $ 8.5 $ 6.2 $ 0.1 $ 14.8 Add: Restructuring costs incurred 20.6 3.9 — 24.5 Revision to prior estimates (0.1 ) (0.5 ) — (0.6 ) Less: Amount paid (23.2 ) (2.2 ) — (25.4 ) Balance at August 31, 2016 $ 5.8 $ 7.4 $ 0.1 $ 13.3 |
Acquisition-related Costs (Tabl
Acquisition-related Costs (Tables) | 9 Months Ended |
Aug. 31, 2016 | |
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 August 31, 2016 (in millions): Employee Severance and Other Termination Benefits Contract Termination Costs Other Total Balance at November 30, 2015 $ — $ 0.1 $ 0.3 $ 0.4 Add: Costs incurred 18.9 0.3 100.9 120.1 Revision to prior estimates — — (0.2 ) (0.2 ) Less: Amount paid (2.1 ) (0.3 ) (56.0 ) (58.4 ) Balance at August 31, 2016 $ 16.8 $ 0.1 $ 45.0 $ 61.9 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Aug. 31, 2016 | |
Discontinued Operations [Abstract] | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | Operating results for discontinued operations for the three and nine months ended August 31, 2016 and 2015 were as follows (in millions): Three months ended August 31, Nine months ended August 31, 2016 2015 2016 2015 Revenue $ — $ 30.1 $ 53.5 $ 97.0 Income (loss) from discontinued operations before income taxes $ (1.6 ) $ 3.7 $ 55.6 $ 12.8 Tax expense 0.6 (1.4 ) (47.6 ) (4.7 ) Income (loss) from discontinued operations, net $ (1.0 ) $ 2.3 $ 8.0 $ 8.1 Assets and liabilities from discontinued operations related to the divestiture of the GlobalSpec and OE&RM product groups consisted of the following amounts (in millions): At disposal date November 30, 2015 Current assets $ 2.5 $ 19.5 Property and equipment, net 20.3 16.4 Intangible assets, net 58.8 58.3 Goodwill 103.3 99.2 Total assets $ 184.9 $ 193.4 Current liabilities $ 0.6 $ 1.3 Deferred revenue 26.5 19.6 Deferred income taxes 11.8 11.2 Total liabilities $ 38.9 $ 32.1 |
Pensions and Postretirement B33
Pensions and Postretirement Benefits (Tables) | 9 Months Ended |
Aug. 31, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | |
Schedule of Defined Benefit Plans Disclosures [Table Text Block] | Our net periodic pension expense for the three and nine months ended August 31, 2016 and 2015 consisted of the following (in millions): Three months ended August 31, Nine months ended August 31, 2016 2015 2016 2015 Service costs incurred $ 0.4 $ 0.6 $ 0.9 $ 1.5 Interest costs on projected benefit obligation 2.2 2.1 6.4 6.3 Expected return on plan assets (2.1 ) (2.2 ) (6.4 ) (6.6 ) Net periodic pension expense $ 0.5 $ 0.5 $ 0.9 $ 1.2 Our net periodic postretirement expense for the three and nine months ended August 31, 2016 and 2015 consisted of the following (in millions): Three months ended August 31, Nine months ended August 31, 2016 2015 2016 2015 Service costs incurred $ — $ — $ — $ — Interest costs 0.1 0.1 0.3 0.3 Net periodic postretirement expense $ 0.1 $ 0.1 $ 0.3 $ 0.3 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Aug. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | The following table summarizes stock option awards assumed in conjunction with the Merger and subsequent activity through August 31, 2016: Shares Weighted- (in millions) Balance at November 30, 2015 — $ — Options assumed 46.4 $ 10.62 Granted — $ — Exercised (3.2 ) $ 12.72 Forfeited (0.1 ) $ 9.07 Balance at August 31, 2016 43.1 $ 10.47 |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | Stock-based compensation expense for the three and nine months ended August 31, 2016 and 2015 was as follows (in millions): Three months ended August 31, Nine months ended August 31, 2016 2015 2016 2015 Cost of revenue $ 14.8 $ 2.1 $ 17.5 $ 5.0 Selling, general and administrative 65.6 29.7 125.1 91.4 Total stock-based compensation expense $ 80.4 $ 31.8 $ 142.6 $ 96.4 |
Share Based Compensation Income Tax Benefit [Table Text Block] | Total income tax benefits recognized for stock-based compensation arrangements were as follows (in millions): Three months ended August 31, Nine months ended August 31, 2016 2015 2016 2015 Income tax benefits $ 23.7 $ 10.2 $ 43.5 $ 30.9 |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity [Table Text Block] | The following table summarizes RSU/RSA activity during the nine months ended August 31, 2016 , including shares assumed in conjunction with the Merger. Share amounts and weighted-average grant date fair values have been retroactively adjusted for the Merger conversion ratio. Shares Weighted- (in millions) Balance at November 30, 2015 8.7 $ 30.57 RSAs/RSUs assumed 3.2 $ 32.84 Granted 4.2 $ 31.07 Vested (3.7 ) $ 29.80 Forfeited (0.5 ) $ 32.23 Balance at August 31, 2016 11.9 $ 31.53 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Aug. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Shares [Table Text Block] | Weighted-average shares outstanding for the three and nine months ended August 31, 2016 and 2015 were calculated as follows (in millions): Three months ended August 31, Nine months ended August 31, 2016 2015 2016 2015 Weighted-average shares outstanding: Shares used in basic EPS calculation 340.1 243.1 273.5 244.1 Effect of dilutive securities: Restricted stock units — 1.7 2.2 1.9 Stock options — — 1.8 — Shares used in diluted EPS calculation 340.1 244.8 277.5 246.0 |
Accumulated Other Comprehensi36
Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Aug. 31, 2016 | |
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 nine months ended August 31, 2016 (in millions): Foreign currency translation Net pension and OPEB liability Unrealized losses on hedging activities Total Balance at November 30, 2015 $ (163.5 ) $ (13.1 ) $ (14.6 ) $ (191.2 ) Other comprehensive loss before reclassifications (20.7 ) — (11.1 ) (31.8 ) Reclassifications from AOCI to income — — 4.2 4.2 Balance at August 31, 2016 $ (184.2 ) $ (13.1 ) $ (21.5 ) $ (218.8 ) |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Aug. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | No single customer accounted for 10% or more of our total revenue for the three and nine months ended August 31, 2016 and 2015 . There are no material inter-segment revenues for any period presented. 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 August 31, Nine months ended August 31, 2016 2015 2016 2015 Revenue Resources $ 210.4 $ 217.8 $ 647.4 $ 670.1 Transportation 227.1 193.4 657.7 559.3 CMS 130.2 146.7 399.0 399.2 Financial Services 156.9 — 156.9 — Total revenue $ 724.6 $ 557.9 $ 1,861.0 $ 1,628.6 Adjusted EBITDA Resources $ 94.4 $ 91.0 $ 275.4 $ 266.4 Transportation 88.6 72.4 252.6 204.0 CMS 33.3 29.1 91.6 72.8 Financial Services 65.0 — 65.0 — Shared services (12.3 ) (12.9 ) (35.0 ) (33.3 ) Total Adjusted EBITDA $ 269.0 $ 179.6 $ 649.6 $ 509.9 Reconciliation to the consolidated statements of operations: Interest income 0.3 0.3 0.9 0.6 Interest expense (36.5 ) (18.2 ) (92.0 ) (52.6 ) Benefit (provision) for income taxes 23.1 (16.3 ) (0.7 ) (36.7 ) Depreciation (30.2 ) (21.0 ) (78.2 ) (61.9 ) Amortization related to acquired intangible assets (61.5 ) (33.8 ) (138.3 ) (97.6 ) Stock-based compensation expense (80.4 ) (31.8 ) (142.6 ) (96.4 ) Restructuring charges (10.6 ) (1.9 ) (23.9 ) (22.0 ) Acquisition-related costs (104.5 ) (0.1 ) (119.9 ) (0.6 ) Impairment of assets — — — (1.2 ) Share of joint venture results not attributable to Adjusted EBITDA 0.3 — 0.3 — Adjusted EBITDA attributable to noncontrolling interest 0.3 — 0.3 — Income (loss) from discontinued operations, net (1.0 ) 2.3 8.0 8.1 Net income (loss) $ (31.7 ) $ 59.1 $ 63.5 $ 149.6 |
Revenue from External Customers by Products and Services [Table Text Block] | Revenue by transaction type was as follows (in millions): Three months ended August 31, Nine months ended August 31, 2016 2015 2016 2015 Recurring fixed revenue $ 548.0 $ 449.4 $ 1,453.2 $ 1,320.3 Recurring variable revenue 56.8 — 56.8 — Non-recurring revenue 119.8 108.5 351.0 308.3 Total revenue $ 724.6 $ 557.9 $ 1,861.0 $ 1,628.6 |
Basis of Presentation and Sig38
Basis of Presentation and Significant Accounting Policies Level 4 (Details) - USD ($) $ in Millions | Jul. 12, 2016 | Aug. 31, 2016 | Nov. 30, 2015 |
Business Acquisition [Line Items] | |||
Debt issuance costs | $ 42.3 | $ 23.7 | |
Markit acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Exchange ratio | 3.5566 |
Business Combinations (Details)
Business Combinations (Details) - USD ($) $ / shares in Units, $ in Millions | Jul. 12, 2016 | Aug. 31, 2016 | Aug. 31, 2015 | Aug. 31, 2016 | Aug. 31, 2015 |
CARPROOF [Member] | |||||
Business Acquisition [Line Items] | |||||
Purchase price, net of cash acquired | $ 459 | ||||
OPIS [Member] | |||||
Business Acquisition [Line Items] | |||||
Purchase price, net of cash acquired | 652 | ||||
OPIS and CARPROOF [Member] | |||||
Business Acquisition [Line Items] | |||||
Amortizing intangible assets acquired | 369 | ||||
Goodwill acquired | 793 | ||||
Markit acquisition [Member] | |||||
Business Acquisition [Line Items] | |||||
Exchange ratio | 3.5566 | ||||
Markit shares issued and outstanding at merger date (1) | 179,790,000 | ||||
Merger price per share | $ 32.70 | ||||
Total equity consideration | $ 5,879.1 | ||||
Additional consideration for stock compensation | 368.3 | ||||
Total purchase consideration | 6,247.4 | ||||
Purchase price, net of cash acquired | 6,150.3 | ||||
Markit revenue since merger date | 156.9 | ||||
Markit net loss since merger date | (35) | ||||
Pro forma revenue | $ 861.9 | $ 835.2 | 2,577.1 | $ 2,450.5 | |
Pro forma net income | 71.5 | $ 45.7 | 176.5 | $ 173 | |
Cash acquired | $ (97.1) | ||||
Current assets | 322 | 322 | |||
Property and equipment | 61.2 | 61.2 | |||
Intangible assets | 3,323.2 | 3,323.2 | |||
Goodwill | 4,369.9 | 4,369.9 | |||
Other long-term assets | 14.5 | 14.5 | |||
Total assets | 8,090.8 | 8,090.8 | |||
Current liabilities | 258.3 | 258.3 | |||
Deferred revenue | 230.8 | 230.8 | |||
Deferred taxes | 820.3 | 820.3 | |||
Long-term debt | 535.7 | 535.7 | |||
Other long-term liabilities | 17.9 | 17.9 | |||
Noncontrolling interest | 77.5 | 77.5 | |||
Total liabilities and noncontrolling interest | 1,940.5 | 1,940.5 | |||
Acquisition-related Costs [Member] | |||||
Business Acquisition [Line Items] | |||||
Pro forma net income | $ 60.4 | $ 67.1 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Aug. 31, 2016 | Aug. 31, 2015 | Aug. 31, 2016 | Aug. 31, 2015 | Nov. 30, 2015 | |
Acquired Intangible Assets [Line Items] | |||||
Amortization expense | $ 61.5 | $ 33.8 | $ 138.3 | $ 97.6 | |
Finite-Lived Intangible Assets, Gross | 5,068.6 | 5,068.6 | $ 1,401.7 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (559.1) | (559.1) | (445.6) | ||
Finite-Lived Intangible Assets, Net | 4,509.5 | 4,509.5 | 956.1 | ||
Intangible Assets, Gross (Excluding Goodwill) | 5,124.3 | 5,124.3 | 1,460.3 | ||
Intangible assets, net | 4,565.2 | 4,565.2 | 1,014.7 | ||
Information databases [Member] | |||||
Acquired Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Assets, Gross | 831.6 | 831.6 | 595.2 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (266) | (266) | (233.7) | ||
Finite-Lived Intangible Assets, Net | 565.6 | 565.6 | 361.5 | ||
Customer relationships [Member] | |||||
Acquired Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Assets, Gross | 2,947.6 | 2,947.6 | 540.5 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (186.5) | (186.5) | (135.4) | ||
Finite-Lived Intangible Assets, Net | 2,761.1 | 2,761.1 | 405.1 | ||
Developed technology [Member] | |||||
Acquired Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Assets, Gross | 790.3 | 790.3 | 0 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (7.3) | (7.3) | 0 | ||
Finite-Lived Intangible Assets, Net | 783 | 783 | 0 | ||
Developed computer software [Member] | |||||
Acquired Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Assets, Gross | 85.2 | 85.2 | 84.9 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (42.8) | (42.8) | (36) | ||
Finite-Lived Intangible Assets, Net | 42.4 | 42.4 | 48.9 | ||
Trademarks [Member] | |||||
Acquired Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Assets, Gross | 401.5 | 401.5 | 166.3 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (49.7) | (49.7) | (34.8) | ||
Finite-Lived Intangible Assets, Net | 351.8 | 351.8 | 131.5 | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 55.7 | 55.7 | 58.6 | ||
Other [Member] | |||||
Acquired Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Assets, Gross | 12.4 | 12.4 | 14.8 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (6.8) | (6.8) | (5.7) | ||
Finite-Lived Intangible Assets, Net | $ 5.6 | $ 5.6 | $ 9.1 |
Intangible Assets Schedule of F
Intangible Assets Schedule of Future Amortization (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2016 | Aug. 31, 2015 | Aug. 31, 2016 | Aug. 31, 2015 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 61.5 | $ 33.8 | $ 138.3 | $ 97.6 |
Remainder of 2016 | 85.1 | 85.1 | ||
2,017 | 330.9 | 330.9 | ||
2,018 | 319 | 319 | ||
2,019 | 305.4 | 305.4 | ||
2,020 | 295.7 | 295.7 | ||
Thereafter | $ 3,173.4 | $ 3,173.4 |
Debt (Details)
Debt (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Aug. 31, 2016 | Feb. 29, 2016 | Nov. 30, 2015 | |
Line of Credit Facility [Line Items] | |||
5% senior notes due 2022 | $ 750 | $ 750 | |
Short-term debt | 126 | 36 | |
Debt issuance costs | (42.3) | (23.7) | |
Capital leases | 5.4 | 6.2 | |
Total debt | 3,266 | 2,107.5 | |
Long-term debt | $ 3,140 | 2,071.5 | |
2016 revolving facility, interest rate at period end | 2.01% | ||
Letters of credit outstanding under 2016 revolving facility | $ 1.5 | ||
Weighted average interest rate | 2.80% | ||
Fixed interest rate | 5.00% | ||
5% senior notes due 2022, fair value | $ 789.4 | ||
2016 term loan [Member] | |||
Line of Credit Facility [Line Items] | |||
2013 term loan | 1,206 | ||
2016 term loan tranche A-1 [Member] | |||
Line of Credit Facility [Line Items] | |||
2013 term loan | 656 | 0 | |
2016 term loan tranche A-2 [Member] | |||
Line of Credit Facility [Line Items] | |||
2013 term loan | 550 | 0 | |
2013 term loan tranche A-1 [Member] | |||
Line of Credit Facility [Line Items] | |||
2013 term loan | 0 | 665 | |
2013 term loan tranche A-2 [Member] | |||
Line of Credit Facility [Line Items] | |||
2013 term loan | 0 | $ 550 | 0 |
Institutional senior notes [Member] | |||
Line of Credit Facility [Line Items] | |||
5% senior notes due 2022 | 500 | ||
Institutional senior notes, Series A [Member] | |||
Line of Credit Facility [Line Items] | |||
5% senior notes due 2022 | $ 210 | 0 | |
Fixed interest rate | 3.73% | ||
Institutional senior notes, Series B [Member] | |||
Line of Credit Facility [Line Items] | |||
5% senior notes due 2022 | $ 290 | 0 | |
Fixed interest rate | 4.05% | ||
Share repurchase liability [Member] | |||
Line of Credit Facility [Line Items] | |||
Short-term debt | $ 64.9 | 0 | |
Weighted average interest rate | 3.10% | ||
2016 revolving credit facility [Member] | |||
Line of Credit Facility [Line Items] | |||
2016 revolving facility, amount outstanding | $ 782 | 0 | |
2016 revolving facility, maximum borrowing capacity | $ 1,900 | ||
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% | ||
2014 revolving credit facility [Member] | |||
Line of Credit Facility [Line Items] | |||
2016 revolving facility, amount outstanding | $ 0 | $ 710 | |
2016 revolving facility, maximum borrowing capacity | $ 1,300 | ||
2014 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% | ||
2014 revolving credit facility [Member] | Maximum [Member] | |||
Line of Credit Facility [Line Items] | |||
2016 revolving facility, interest rate description | LIBOR plus a spread of 2.00 percent | ||
2016 revolving facility, unused capacity, commitment fee percentage | 0.30% |
Derivatives (Details)
Derivatives (Details) € in Millions, £ in Millions, SFr in Millions, CAD in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||||||||||||||
Aug. 31, 2016USD ($) | Aug. 31, 2015USD ($) | Aug. 31, 2016USD ($) | Aug. 31, 2015USD ($) | Aug. 31, 2016CAD | Aug. 31, 2016USD ($) | Aug. 31, 2016GBP (£) | Aug. 31, 2016EUR (€) | Aug. 31, 2016CHF (SFr) | May 31, 2016USD ($) | Nov. 30, 2015CAD | Nov. 30, 2015USD ($) | Nov. 30, 2015GBP (£) | Nov. 30, 2015EUR (€) | Nov. 30, 2015CHF (SFr) | May 31, 2015USD ($) | Nov. 30, 2014USD ($) | |
Derivatives, Fair Value [Line Items] | |||||||||||||||||
Foreign Currency Cash Flow Hedge Asset at Fair Value | $ 1.2 | $ 0 | |||||||||||||||
Derivative Instruments Not Designated as Hedging Instruments, Asset, at Fair Value | 2 | 0.1 | |||||||||||||||
Derivative Asset, Fair Value, Gross Asset | 3.2 | 0.1 | |||||||||||||||
Interest Rate Cash Flow Hedge Liability at Fair Value | 26.5 | 24.3 | |||||||||||||||
Foreign Currency Cash Flow Hedge Liability at Fair Value | 0.5 | 0 | |||||||||||||||
Derivative Instruments Not Designated as Hedging Instruments, Liability, at Fair Value | 0.3 | 0.4 | |||||||||||||||
Derivative Liability, Fair Value, Gross Liability | 27.3 | 24.7 | |||||||||||||||
Gain (Loss) on Foreign Currency Derivative Instruments Not Designated as Hedging Instruments | $ (11.3) | $ 4.1 | $ (7.6) | $ 3.1 | |||||||||||||
Accumulated other comprehensive loss | (218.8) | (191.2) | |||||||||||||||
Unrealized loss on hedging activities | (5.2) | (0.9) | (6.9) | (3.9) | |||||||||||||
Interest Rate Swap [Member] | |||||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||||
Derivative, Notional Amount | $ 400 | ||||||||||||||||
Derivative, Average Fixed Interest Rate | 2.86% | 2.86% | 2.86% | 2.86% | 2.86% | ||||||||||||
Unrealized loss on hedging activities | (6.5) | (1.1) | (10.9) | (4.6) | |||||||||||||
Loss reclassified from AOCI into income | 1.5 | 0.5 | 4.4 | 1 | |||||||||||||
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months | 7.4 | ||||||||||||||||
Foreign currency forward cash flow hedge [Member] | |||||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||||
Derivative, Notional Amount | $ 63.2 | ||||||||||||||||
Unrealized loss on hedging activities | (0.2) | 0.1 | (0.2) | 0.9 | |||||||||||||
Derivative Instruments, Gain Reclassified from Accumulated OCI into Income, Effective Portion | $ 0 | (0.4) | (0.2) | (1.2) | |||||||||||||
Foreign currency forward contract to buy USD with CAD [Member] | |||||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||||
Derivative, Notional Amount | 52.7 | 0 | |||||||||||||||
Foreign currency forward contract to buy CAD with USD [Member] | |||||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||||
Derivative, Notional Amount | CAD | CAD 5.3 | CAD 9.3 | |||||||||||||||
Foreign currency forward contract to buy USD with EUR [Member] | |||||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||||
Derivative, Notional Amount | 10 | 8.5 | |||||||||||||||
Foreign currency forward contract to buy EUR with USD [Member] | |||||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||||
Derivative, Notional Amount | € | € 13 | ||||||||||||||||
Foreign currency forward contract to buy CHF with USD [Member] | |||||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||||
Derivative, Notional Amount | SFr | SFr 20 | SFr 19 | |||||||||||||||
Foreign currency forward contract to buy GBP with EUR [Member] | |||||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||||
Derivative, Notional Amount | £ | £ 0 | £ 3.5 | |||||||||||||||
Foreign currency forward contract to buy EUR with GBP [Member] | |||||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||||
Derivative, Notional Amount | € | € 9 | € 0 | |||||||||||||||
Foreign currency forward contract to buy GBP with USD [Member] | |||||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||||
Derivative, Notional Amount | £ | 181.1 | £ 7.2 | |||||||||||||||
Foreign currency forward contract to buy NOK with GBP [Member] | |||||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||||
Derivative, Notional Amount | £ 57 | 0 | |||||||||||||||
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | |||||||||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||||||||
Accumulated other comprehensive loss | $ (13.4) | $ (13.4) | $ (21.5) | $ (16.3) | $ (14.6) | $ (12.5) | $ (9.5) | ||||||||||
Unrealized loss on hedging activities | (11.1) | ||||||||||||||||
Loss reclassified from AOCI into income | $ 4.2 |
Derivatives Unrecognized hedgin
Derivatives Unrecognized hedging losses in AOCI (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2016 | Aug. 31, 2015 | Aug. 31, 2016 | Aug. 31, 2015 | |
Hedging activities in AOCI [Roll Forward] | ||||
Beginning balance | $ (191.2) | |||
Unrealized loss on hedging activities | $ (5.2) | $ (0.9) | (6.9) | $ (3.9) |
Ending balance | (218.8) | (218.8) | ||
Interest Rate Swap [Member] | ||||
Hedging activities in AOCI [Roll Forward] | ||||
Unrealized loss on hedging activities | (6.5) | (1.1) | (10.9) | (4.6) |
Loss reclassified from AOCI into income | 1.5 | 0.5 | 4.4 | 1 |
Foreign currency forward cash flow hedge [Member] | ||||
Hedging activities in AOCI [Roll Forward] | ||||
Unrealized loss on hedging activities | (0.2) | 0.1 | (0.2) | 0.9 |
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | ||||
Hedging activities in AOCI [Roll Forward] | ||||
Beginning balance | (16.3) | (12.5) | (14.6) | (9.5) |
Unrealized loss on hedging activities | (11.1) | |||
Loss reclassified from AOCI into income | 4.2 | |||
Ending balance | $ (21.5) | $ (13.4) | $ (21.5) | $ (13.4) |
Restructuring Charges (Details)
Restructuring Charges (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2016USD ($) | Aug. 31, 2015USD ($) | Aug. 31, 2016USD ($)positions | Aug. 31, 2015USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring reserve payable in next 12 months | $ 10.4 | $ 10.4 | ||
Restructuring charges | 10.6 | $ 1.9 | $ 23.9 | $ 22 |
Restructuring charges, number of positions eliminated | positions | 327 | |||
Restructuring Reserve [Roll Forward] | ||||
Balance at November 30, 2015 | $ 14.8 | |||
Add: Restructuring costs incurred | 24.5 | |||
Revision to prior estimates | (0.6) | |||
Less: Amount paid | (25.4) | |||
Balance at August 31, 2016 | 13.3 | 13.3 | ||
Employee Severance [Member] | ||||
Restructuring Reserve [Roll Forward] | ||||
Balance at November 30, 2015 | 8.5 | |||
Add: Restructuring costs incurred | 20.6 | |||
Revision to prior estimates | (0.1) | |||
Less: Amount paid | (23.2) | |||
Balance at August 31, 2016 | 5.8 | 5.8 | ||
Contract Termination [Member] | ||||
Restructuring Reserve [Roll Forward] | ||||
Balance at November 30, 2015 | 6.2 | |||
Add: Restructuring costs incurred | 3.9 | |||
Revision to prior estimates | (0.5) | |||
Less: Amount paid | (2.2) | |||
Balance at August 31, 2016 | 7.4 | 7.4 | ||
Other Restructuring Charges [Member] | ||||
Restructuring Reserve [Roll Forward] | ||||
Balance at November 30, 2015 | 0.1 | |||
Add: Restructuring costs incurred | 0 | |||
Revision to prior estimates | 0 | |||
Less: Amount paid | 0 | |||
Balance at August 31, 2016 | 0.1 | 0.1 | ||
Resources Segment [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 12.7 | |||
Restructuring Reserve [Roll Forward] | ||||
Balance at August 31, 2016 | 6.6 | 6.6 | ||
Transportation Segment [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 4.8 | |||
Restructuring Reserve [Roll Forward] | ||||
Balance at August 31, 2016 | 4 | 4 | ||
CMS Segment [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 6.5 | |||
Restructuring Reserve [Roll Forward] | ||||
Balance at August 31, 2016 | $ 2.6 | $ 2.6 |
Acquisition-related Costs (Deta
Acquisition-related Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2016 | Aug. 31, 2015 | Aug. 31, 2016 | Aug. 31, 2015 | |
Business Acquisition [Line Items] | ||||
Acquisition-related costs | $ 104.5 | $ 0.1 | $ 119.9 | $ 0.6 |
Acquisition-related Costs Reserve [Roll Forward] | ||||
Balance at November 30, 2015 | 0.4 | |||
Add: Costs incurred | 120.1 | |||
Revision to prior estimates | (0.2) | |||
Less: Amount paid | (58.4) | |||
Balance at August 31, 2016 | 61.9 | 61.9 | ||
Acquisition Related Employee Severance [Member] | ||||
Acquisition-related Costs Reserve [Roll Forward] | ||||
Balance at November 30, 2015 | 0 | |||
Add: Costs incurred | 18.9 | |||
Revision to prior estimates | 0 | |||
Less: Amount paid | (2.1) | |||
Balance at August 31, 2016 | 16.8 | 16.8 | ||
Acquisition Related Contract Termination [Member] | ||||
Acquisition-related Costs Reserve [Roll Forward] | ||||
Balance at November 30, 2015 | 0.1 | |||
Add: Costs incurred | 0.3 | |||
Revision to prior estimates | 0 | |||
Less: Amount paid | (0.3) | |||
Balance at August 31, 2016 | 0.1 | 0.1 | ||
Other Acquisition Related Costs [Member] | ||||
Acquisition-related Costs Reserve [Roll Forward] | ||||
Balance at November 30, 2015 | 0.3 | |||
Add: Costs incurred | 100.9 | |||
Revision to prior estimates | (0.2) | |||
Less: Amount paid | (56) | |||
Balance at August 31, 2016 | 45 | 45 | ||
Financial Services Segment [Member] | ||||
Acquisition-related Costs Reserve [Roll Forward] | ||||
Balance at August 31, 2016 | $ 55.7 | $ 55.7 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Aug. 31, 2016 | Aug. 31, 2015 | Aug. 31, 2016 | Aug. 31, 2015 | May 30, 2016 | Nov. 30, 2015 | |
Discontinued Operations [Abstract] | ||||||
Proceeds from sale of business | $ 190.2 | $ 0 | ||||
Contingent consideration | $ 35 | 35 | ||||
Gain on disposal of discontinued operations, net of tax | 0.3 | |||||
Revenue from discontinued operations | 0 | $ 30.1 | 53.5 | 97 | ||
Income (loss) from discontinued operations before income taxes | (1.6) | 3.7 | 55.6 | 12.8 | ||
Tax expense | 0.6 | (1.4) | (47.6) | (4.7) | ||
Income (loss) from discontinued operations, net | (1) | $ 2.3 | 8 | $ 8.1 | ||
Current assets | $ 2.5 | $ 19.5 | ||||
Property and equipment, net | 20.3 | 16.4 | ||||
Intangible assets, net | 58.8 | 58.3 | ||||
Goodwill | 103.3 | 99.2 | ||||
Total assets | 0 | 0 | 184.9 | 193.4 | ||
Current liabilities | 0.6 | 1.3 | ||||
Deferred revenue | 26.5 | 19.6 | ||||
Deferred income taxes | 11.8 | 11.2 | ||||
Total liabilities | $ 0 | $ 0 | $ 38.9 | $ 32.1 |
Pensions and Postretirement B48
Pensions and Postretirement Benefits (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Aug. 31, 2016 | Aug. 31, 2015 | Aug. 31, 2016 | Aug. 31, 2015 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Service costs incurred | $ 0.4 | $ 0.6 | $ 0.9 | $ 1.5 | |
Interest costs on projected benefit obligation | 2.2 | 2.1 | 6.4 | 6.3 | |
Expected return on plan assets | (2.1) | (2.2) | (6.4) | (6.6) | |
Net periodic pension expense | 0.5 | 0.5 | 0.9 | 1.2 | |
United States Postretirement Benefit Plan of US Entity [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Service costs incurred | 0 | 0 | 0 | 0 | |
Interest costs on projected benefit obligation | 0.1 | 0.1 | 0.3 | 0.3 | |
Net periodic pension expense | $ 0.1 | $ 0.1 | $ 0.3 | $ 0.3 | |
Subsequent Event [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Pension contributions | $ 3 |
Stock-based Compensation (Detai
Stock-based Compensation (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2016 | Aug. 31, 2015 | Aug. 31, 2016 | Aug. 31, 2015 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 80.4 | $ 31.8 | $ 142.6 | $ 96.4 |
Income tax benefits | 23.7 | 10.2 | 43.5 | 30.9 |
Capitalized stock-based compensation cost | 0 | 0 | 0 | 0 |
Cost of revenue [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 14.8 | 2.1 | 17.5 | 5 |
Selling general and administrative [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 65.6 | $ 29.7 | $ 125.1 | $ 91.4 |
Stock-based Compensation Nonves
Stock-based Compensation Nonvested stock rollforward (Details) shares in Millions | 9 Months Ended |
Aug. 31, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Other | shares | 3.2 |
Assumed equity awards other than options, weighted average grant date fair value | $ / shares | $ 32.84 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Balance at November 30, 2015, shares | shares | 8.7 |
Weighted average grant date fair value, November 30, 2015 | $ / shares | $ 30.57 |
Granted shares | shares | 4.2 |
Weighted average grant date fair value, granted | $ / shares | $ 31.07 |
Vested shares | shares | (3.7) |
Weighted average grant date fair value, vested | $ / shares | $ 29.80 |
Forfeited shares | shares | (0.5) |
Weighted average grant date fair value, forfeited | $ / shares | $ 32.23 |
Balance at August 31, 2016, shares | shares | 11.9 |
Weighted average grant date fair value, August 31, 2016 | $ / shares | $ 31.53 |
Stock-based Compensation Textua
Stock-based Compensation Textuals (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2016 | Aug. 31, 2015 | Aug. 31, 2016 | Aug. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized stock-based compensation cost | $ 302.7 | $ 302.7 | ||
Unrecognized stock-based compensation cost recognition period | 1 year 3 months 18 days | |||
Capitalized stock-based compensation cost | $ 0 | $ 0 | $ 0 | $ 0 |
Fair value of shares that vested during the period | $ 109 |
Stock-based Compensation Stock
Stock-based Compensation Stock option rollforward (Details) - $ / shares shares in Millions | 9 Months Ended | |
Aug. 31, 2016 | Nov. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Balance at November 30, 2015, shares | 0 | |
Weighted average grant date fair value, November 30, 2015 | $ 10.47 | $ 0 |
Options assumed | 46.4 | |
Weighted average grant date fair value, options assumed | $ 10.62 | |
Granted options | 0 | |
Weighted average grant date fair value, granted options | $ 0 | |
Exercised options | (3.2) | |
Weighted average grant date fair value, exercised options | $ 12.72 | |
Forfeited options | (0.1) | |
Weighted average grant date fair value, forfeited options | $ 9.07 | |
Balance at August 31, 2016, shares | 43.1 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2016 | Aug. 31, 2015 | Aug. 31, 2016 | Aug. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Effective Income Tax Rate, Continuing Operations | 43.70% | 22.30% | 1.20% | 20.60% |
Earnings per Share (Details)
Earnings per Share (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | |||
Aug. 31, 2016 | May 31, 2016 | Aug. 31, 2015 | Aug. 31, 2016 | Aug. 31, 2015 | |
Earnings Per Share [Abstract] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 54.6 | ||||
Weighted average common shares outstanding: | |||||
Shares used in basic EPS calculation | 340.1 | 243.1 | 273.5 | 244.1 | |
Effect of dilutive securities: | |||||
Restricted stock units | 0 | 1.7 | 2.2 | 1.9 | |
Stock options | 0 | 0 | 1.8 | 0 | |
Shares used in diluted EPS calculation | 340.1 | 244.8 | 277.5 | 246 |
Common Stock and Earnings per55
Common Stock and Earnings per Share Share Repurchase Programs (Details) shares in Millions, $ in Millions | 9 Months Ended |
Aug. 31, 2016USD ($)shares | |
Equity, Class of Treasury Stock [Line Items] | |
Repurchases of common stock, value | $ 230.6 |
Shares held in employee benefit trust, Shares | shares | 25.2 |
Stock repurchase program June 2015 [Member] | |
Equity, Class of Treasury Stock [Line Items] | |
Stock Repurchase Program, Authorized Amount | $ 500 |
Repurchases of common stock, value | 75 |
Stock repurchase program February 2016 [Member] | |
Equity, Class of Treasury Stock [Line Items] | |
Stock Repurchase Program, Authorized Amount | 500 |
Repurchases of common stock, value | 155.6 |
Stock repurchase program August 2016 [Member] | |
Equity, Class of Treasury Stock [Line Items] | |
Stock Repurchase Program, Authorized Amount | 1,500 |
Accelerated share repurchase December 2015 [Member] | |
Equity, Class of Treasury Stock [Line Items] | |
Stock Repurchase Program, Authorized Amount | $ 200 |
Accumulated Other Comprehensi56
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2016 | Aug. 31, 2015 | Aug. 31, 2016 | Aug. 31, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | $ (191.2) | |||
Foreign currency translation adjustment | $ (31) | $ (15.4) | (20.7) | $ (61.2) |
Unrealized loss on hedging activities | (5.2) | (0.9) | (6.9) | (3.9) |
Ending balance | (218.8) | (218.8) | ||
Accumulated Translation Adjustment [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | (163.5) | |||
Foreign currency translation adjustment | (20.7) | |||
Reclassifications from AOCI to income, foreign currency translation | 0 | |||
Ending balance | (184.2) | (184.2) | ||
Accumulated Defined Benefit Plans Adjustment [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | (13.1) | |||
Other comprehensive income (loss) before reclassifications, net pension and OPEB liability | 0 | |||
Reclassifications from AOCI to income, net pension and OPEB liability | 0 | |||
Ending balance | (13.1) | (13.1) | ||
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | (16.3) | (12.5) | (14.6) | (9.5) |
Unrealized loss on hedging activities | (11.1) | |||
Loss reclassified from AOCI into income | 4.2 | |||
Ending balance | (21.5) | $ (13.4) | (21.5) | $ (13.4) |
Accumulated Other Comprehensive Loss [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | (191.2) | |||
Other comprehensive income (loss) before reclassifications | (31.8) | |||
Reclassifications from AOCI to income | 4.2 | |||
Ending balance | $ (218.8) | $ (218.8) |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2016 | Aug. 31, 2015 | Aug. 31, 2016 | Aug. 31, 2015 | |
Segment Reporting Information [Line Items] | ||||
Disclosure of Major Customers | 0 | 0 | 0 | 0 |
Revenue | $ 724,600 | $ 557,900 | $ 1,861,000 | $ 1,628,600 |
Adjusted EBITDA | 269,000 | 179,600 | 649,600 | 509,900 |
Operating income | (16,700) | 91,000 | 148,200 | 230,200 |
Interest income | 300 | 300 | 900 | 600 |
Interest expense | (36,500) | (18,200) | (92,000) | (52,600) |
Benefit (provision) for income taxes | 23,100 | (16,300) | (700) | (36,700) |
Depreciation | (30,200) | (21,000) | (78,200) | (61,900) |
Amortization expense | (61,500) | (33,800) | (138,300) | (97,600) |
Stock-based compensation expense | (80,400) | (31,800) | (142,600) | (96,400) |
Restructuring charges | (10,600) | (1,900) | (23,900) | (22,000) |
Acquisition-related costs | (104,500) | (100) | (119,900) | (600) |
Impairment of assets | 0 | 0 | 0 | (1,200) |
Share of joint venture results not attributable to Adjusted EBITDA | 300 | 0 | 300 | 0 |
Adjusted EBITDA attributable to noncontrolling interest | 300 | 0 | 300 | 0 |
Income (loss) from discontinued operations, net | (1,000) | 2,300 | 8,000 | 8,100 |
Net income (loss) attributable to IHS Markit Ltd. | (31,700) | 59,100 | 63,500 | 149,600 |
Segment Reconciling Items [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Resources Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 210,400 | 217,800 | 647,400 | 670,100 |
Adjusted EBITDA | 94,400 | 91,000 | 275,400 | 266,400 |
Restructuring charges | (12,700) | |||
Transportation Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 227,100 | 193,400 | 657,700 | 559,300 |
Adjusted EBITDA | 88,600 | 72,400 | 252,600 | 204,000 |
Restructuring charges | (4,800) | |||
CMS Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 130,200 | 146,700 | 399,000 | 399,200 |
Adjusted EBITDA | 33,300 | 29,100 | 91,600 | 72,800 |
Restructuring charges | (6,500) | |||
Financial Services Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 156,900 | 0 | 156,900 | 0 |
Adjusted EBITDA | 65,000 | 0 | 65,000 | 0 |
Corporate, Non-Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | $ (12,300) | $ (12,900) | $ (35,000) | $ (33,300) |
Segment Information Revenue by
Segment Information Revenue by Transaction Type and Product Category (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2016 | Aug. 31, 2015 | Aug. 31, 2016 | Aug. 31, 2015 | |
Revenue from External Customer [Line Items] | ||||
Revenue | $ 724.6 | $ 557.9 | $ 1,861 | $ 1,628.6 |
Recurring Fixed Revenue [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 548 | 449.4 | 1,453.2 | 1,320.3 |
Recurring Variable Revenue [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 56.8 | 0 | 56.8 | 0 |
Non-recurring Revenue [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | $ 119.8 | $ 108.5 | $ 351 | $ 308.3 |
Uncategorized Items - info-2016
Label | Element | Value |
Cash and Cash Equivalents, at Carrying Value, Including Discontinued Operations | us-gaap_CashAndCashEquivalentsAtCarryingValueIncludingDiscontinuedOperations | $ 293,100,000 |