Cover Page
Cover Page | 3 Months Ended |
Feb. 28, 2021shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Period End Date | Feb. 28, 2021 |
Document Transition Report | false |
Entity Registrant Name | IHS MARKIT LTD. |
Entity Incorporation, State or Country Code | D0 |
Entity File Number | 001-36495 |
Entity Tax Identification Number | 98-1166311 |
Entity Address, Address Line One | 4th Floor, Ropemaker Place |
Entity Address, Address Line Two | 25 Ropemaker Street |
Entity Address, City or Town | London |
Entity Address, Country | GB |
Entity Address, Postal Zip Code | EC2Y 9LY |
Country Region | 44 |
City Area Code | 20 |
Local Phone Number | 7260 2000 |
Title of 12(b) Security | Common Shares, $0.01 par value per share |
Trading Symbol | INFO |
Security Exchange Name | NYSE |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Central Index Key | 0001598014 |
Current Fiscal Year End Date | --11-30 |
Document Fiscal Year Focus | 2021 |
Document Fiscal Period Focus | Q1 |
Amendment Flag | false |
Entity Common Stock, Shares Outstanding | 398,524,763 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) shares in Millions, $ in Millions | Feb. 28, 2021 | Nov. 30, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 172 | $ 125.6 |
Accounts receivable, net | 981.9 | 891.7 |
Deferred subscription costs | 99.8 | 84.3 |
Assets held for sale | 857 | 0 |
Other current assets | 139.6 | 131.7 |
Total current assets | 2,250.3 | 1,233.3 |
Non-current assets: | ||
Property and equipment, net | 673.8 | 724.8 |
Operating lease right-of-use assets, net | 293.1 | 296.8 |
Intangible assets, net | 3,456.9 | 3,846.1 |
Goodwill | 9,715 | 9,908.7 |
Deferred income taxes | 27.1 | 27.1 |
Other | 253.4 | 98.4 |
Total non-current assets | 14,419.3 | 14,901.9 |
Total assets | 16,669.6 | 16,135.2 |
Current liabilities: | ||
Short-term debt | 478.1 | 268.1 |
Accounts payable | 31 | 48.2 |
Accrued compensation | 95.9 | 206.1 |
Other accrued expenses | 505.5 | 477.6 |
Income tax payable | 39 | 29.1 |
Deferred revenue | 1,049.8 | 886.2 |
Operating lease liabilities | 62 | 63.5 |
Liabilities held for sale | 99.8 | 0 |
Total current liabilities | 2,361.1 | 1,978.8 |
Long-term debt, net | 4,642.7 | 4,641.7 |
Deferred income taxes | 492.6 | 543.4 |
Operating lease liabilities | 293 | 297.7 |
Other liabilities | 175.6 | 130.4 |
Commitments and contingencies | ||
Redeemable noncontrolling interests | 13.2 | 13.8 |
Shareholders' equity: | ||
Common shares, $0.01 par value, 3,000.0 authorized, 483.5 and 480.4 issued, and 398.5 and 396.5 outstanding at February 28, 2021 and November 30, 2020, respectively | 4.8 | 4.8 |
Additional paid-in capital | 7,870.8 | 7,830.2 |
Treasury shares, at cost: 85.0 and 83.9 at February 28, 2021 and November 30, 2020, respectively | (3,140.6) | (3,039.8) |
Retained earnings | 3,910.6 | 3,842.1 |
Accumulated other comprehensive income (loss) | 45.8 | (107.9) |
Total shareholders' equity | 8,691.4 | 8,529.4 |
Total liabilities and equity | $ 16,669.6 | $ 16,135.2 |
Common shares, par value per share | $ 0.01 | $ 0.01 |
Common shares, shares authorized | 3,000 | 3,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Millions | Feb. 28, 2021 | Nov. 30, 2020 |
Common shares, par value per share | $ 0.01 | $ 0.01 |
Common shares, shares authorized | 3,000 | 3,000 |
Common shares, shares issued | 483.5 | 480.4 |
Common shares, shares outstanding | 398.5 | 396.5 |
Treasury shares, shares | 85 | 83.9 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Revenue | $ 1,119.9 | $ 1,080.8 |
Operating expenses: | ||
Cost of revenue | 415.2 | 415.8 |
Selling, general and administrative | 302.2 | 316.2 |
Depreciation and amortization | 151.6 | 145.3 |
Restructuring and impairment charges | 1 | 4.5 |
Acquisition-related costs | 13.1 | 0.9 |
Other expense (income), net | 3.4 | (372.8) |
Total operating expenses | 886.5 | 509.9 |
Operating income | 233.4 | 570.9 |
Interest income | 0.1 | 0.4 |
Interest expense | (55.5) | (61.2) |
Net periodic pension and postretirement expense | 0 | (21.5) |
Non-operating expense, net | (55.4) | (82.3) |
Income from continuing operations before income taxes and equity in loss of equity method investees | 178 | 488.6 |
Provision for income taxes | (30.3) | (4.3) |
Equity in income (loss) of equity method investees | 1 | (0.3) |
Net income | 148.7 | 484 |
Net loss attributable to noncontrolling interest | 0.6 | 1 |
Net income attributable to IHS Markit Ltd. | $ 149.3 | $ 485 |
Basic earnings per share: | ||
Basic earnings per share attributable to IHS Markit Ltd. | $ 0.38 | $ 1.23 |
Weighted average shares used in computing basic earnings per share | 397.4 | 395.7 |
Diluted earnings per share: | ||
Diluted earnings per share attributable to IHS Markit Ltd. | $ 0.37 | $ 1.20 |
Weighted average shares used in computing diluted earnings per share | 400.8 | 404.1 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Net income | $ 148.7 | $ 484 |
Other comprehensive income (loss), net of tax: | ||
Net hedging activities | 0 | 0.1 |
Net pension liability adjustment (1) | 0 | 4.9 |
Foreign currency translation adjustment | 153.7 | (35.6) |
Total other comprehensive income (loss) | 153.7 | (30.6) |
Comprehensive income | 302.4 | 453.4 |
Comprehensive loss attributable to noncontrolling interest | 0.6 | 1 |
Comprehensive income attributable to IHS Markit Ltd. | $ 303 | $ 454.4 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Parenthetical) $ in Millions | 3 Months Ended |
Feb. 29, 2020USD ($) | |
Tax expense on net pension liability adjustment | $ (2.1) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Operating activities: | ||
Net income | $ 148.7 | $ 484 |
Reconciliation of net income to net cash provided by operating activities: | ||
Depreciation and amortization | 151.6 | 145.3 |
Stock-based compensation expense | 65.8 | 82.6 |
Gain on sale of assets, net | (0.1) | (372.3) |
Asset Impairment Charges | 1.3 | 0 |
Payments for acquisition-related performance compensation | 0 | (75.9) |
Net periodic pension and postretirement expense | 0 | 21.5 |
Undistributed earnings of affiliates, net | (1) | 0.2 |
Pension and postretirement contributions | 0 | (8.2) |
Deferred income taxes | 7.3 | 15.1 |
Change in assets and liabilities: | ||
Accounts receivable, net | (118.6) | (89.8) |
Other current assets | (27.2) | (41) |
Accounts payable | (11.8) | (21.5) |
Accrued expenses | (139.1) | (142) |
Income tax | 11.7 | (40) |
Deferred revenue | 163.2 | 151.8 |
Other assets and liabilities | (7.3) | 9.7 |
Net cash provided by operating activities | 244.5 | 119.5 |
Investing activities: | ||
Capital expenditures on property and equipment | (72.6) | (78) |
Acquisitions of businesses, net of cash acquired | (46.9) | 0 |
Payments to acquire equity investments | (152.3) | (3.6) |
Proceeds from sale of assets | 0 | 466.2 |
Change in other assets | (2.8) | (0.1) |
Settlements of forward contracts | 10.8 | 2.5 |
Net cash (used in) provided by investing activities | (263.8) | 387 |
Financing activities: | ||
Proceeds from borrowings | 260 | 293.8 |
Repayment of borrowings | (50) | (209.1) |
Contingent consideration payments | (1) | 0 |
Dividends paid | (79.3) | (67.7) |
Repurchases of common shares | 0 | (500) |
Proceeds from the exercise of employee stock options | 0.6 | 130.9 |
Payments related to tax withholding for stock-based compensation | (73.6) | (110) |
Net cash provided by (used in) financing activities | 56.7 | (462.1) |
Foreign exchange impact on cash balance | 9 | (12) |
Net increase in cash and cash equivalents | 46.4 | 32.4 |
Cash and cash equivalents at the beginning of the period | 125.6 | 111.5 |
Cash and cash equivalents at the end of the period | $ 172 | $ 143.9 |
Condensed Consolidated Statem_5
Condensed Consolidated Statement of Changes in Stockholders' Equity - USD ($) shares in Thousands, $ in Millions | Total | Common Shares | Additional Paid-in Capital | Treasury Shares | Retained Earnings | Accumulated Other Comprehensive Loss | Parent | Noncontrolling Interest |
Redeemable noncontrolling interests | $ 15.1 | |||||||
Balance, shares at Nov. 30, 2019 | 398,300 | |||||||
Balance at Nov. 30, 2019 | $ 4.8 | $ 7,769.4 | $ (2,391.8) | $ 3,295 | $ (261.6) | $ 8,415.8 | ||
Repurchases of common shares, value | (500) | (500) | ||||||
Share-based award activity, value | (175.8) | 134.3 | (21.6) | (63.1) | ||||
Option exercises, value | 130.9 | 130.9 | ||||||
Dividends and dividend equivalents | (69) | (69) | ||||||
Net income | $ 485 | 485 | 485 | |||||
Net loss attributable to noncontrolling interest | (1) | |||||||
Other comprehensive income (loss) | $ (30.6) | (30.6) | (30.6) | |||||
Balance, shares at Feb. 29, 2020 | 398,900 | |||||||
Balance at Feb. 29, 2020 | $ 4.8 | 7,724.5 | (2,757.5) | 3,689.4 | (292.2) | 8,369 | ||
Repurchases of common shares, shares | 6,491 | (6,500) | ||||||
Share-based award activity, shares | 2,200 | |||||||
Option exercises, shares | 4,900 | |||||||
Redeemable noncontrolling interests | 14.1 | |||||||
Redeemable noncontrolling interests | $ 13.8 | 13.8 | ||||||
Balance, shares at Nov. 30, 2020 | 396,500 | 396,500 | ||||||
Balance at Nov. 30, 2020 | $ 8,529.4 | $ 4.8 | 7,830.2 | (3,039.8) | 3,842.1 | (107.9) | 8,529.4 | |
Share-based award activity, value | 40 | (100.8) | (0.1) | (60.9) | ||||
Option exercises, value | 0.6 | 0.6 | ||||||
Dividends and dividend equivalents | (80.7) | (80.7) | ||||||
Net income | 149.3 | 149.3 | 149.3 | |||||
Net loss attributable to noncontrolling interest | (0.6) | |||||||
Other comprehensive income (loss) | $ 153.7 | 153.7 | 153.7 | |||||
Balance, shares at Feb. 28, 2021 | 398,500 | 398,500 | ||||||
Balance at Feb. 28, 2021 | $ 8,691.4 | $ 4.8 | $ 7,870.8 | $ (3,140.6) | $ 3,910.6 | $ 45.8 | $ 8,691.4 | |
Share-based award activity, shares | 2,000 | |||||||
Option exercises, shares | 0 | |||||||
Redeemable noncontrolling interests | $ 13.2 | $ 13.2 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 3 Months Ended |
Feb. 28, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Significant Accounting Policies The accompanying unaudited condensed consolidated financial statements of IHS Markit have been prepared on substantially the same basis as our annual consolidated financial statements and should be read in conjunction with our Annual Report on Form 10-K for the year ended November 30, 2020. In our opinion, these condensed consolidated financial statements reflect all adjustments necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods presented, and such adjustments are of a normal, recurring nature. Our business has seasonal aspects. Our first quarter generally has our lowest quarterly levels of revenue and profit. We also experience event-driven seasonality in our business. For instance, CERAWeek, an annual energy conference, is typically held in the second quarter of each year; however, this event was cancelled in 2020 due to the COVID-19 pandemic, and we held this conference virtually in March 2021. Another example is the biennial release of the Boiler Pressure Vessel Code (“BPVC”) engineering standard, which generates revenue for us predominantly in the third quarter of every other year. The most recent BPVC release was in the third quarter of 2019. The preparation of financial statements in conformity with U.S. GAAP requires that we make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well the reported amounts of revenue and expense during the reporting period. We have considered the impact of the COVID-19 pandemic in determining our estimates. Actual results could differ from those estimates. Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, which replaces the existing incurred loss impairment model with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The adoption of this standard in the first quarter of 2021 did not have a significant impact on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, which removes Step 2 from the goodwill impairment test. The adoption of this standard in the first quarter of 2021 did not have a significant impact on our consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, which addresses the accounting for implementation costs associated with a hosted service. The standard provides that implementation costs be evaluated for capitalization using the same criteria as that used for internal-use software development costs, with amortization expense being recorded in the same income statement expense line as the hosted service costs and over the expected term of the hosting arrangement. The adoption of this standard in the first quarter of 2021 did not have a significant impact on our consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, which enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as tax basis step-up in goodwill obtained in a transaction that is not a business combination, ownership changes in investments, and interim-period accounting for enacted changes in tax law. The standard will be effective for us in the first quarter of our fiscal year 2022, 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. |
Business Combinations and Dives
Business Combinations and Divestitures | 3 Months Ended |
Feb. 28, 2021 | |
Business Combinations [Abstract] | |
Business Combinations and Divestitures | Business Combinations and Divestitures S&P Global Inc. On November 29, 2020, we, S&P Global Inc., a New York corporation (“S&P Global”), and Sapphire Subsidiary, Ltd., a Bermuda exempted company limited by shares and a wholly-owned subsidiary of S&P Global (“Merger Sub”), entered into an agreement and plan of merger, which was subsequently amended on January 20, 2021, pursuant to which Merger Sub will merge with and into IHS Markit, with IHS Markit surviving such merger as a wholly-owned, direct subsidiary of S&P Global (the “merger”). The merger intends to bring together a unique portfolio of highly complementary assets, as well as innovation and technology capability to accelerate growth and enhance value creation. At the completion of the merger, each IHS Markit share that is issued and outstanding (other than dissenting shares and shares held by IHS Markit in treasury) will be converted into the right to receive 0.2838 fully paid and nonassessable shares of S&P Global common stock, and, if applicable, cash in lieu of fractional shares, without interest, and less any applicable withholding taxes. If the merger is completed, IHS Markit shares will cease to be listed on the New York Stock Exchange and IHS Markit shares will be deregistered under the Securities Exchange Act. The merger was approved by IHS Markit and S&P Global shareholders on March 11, 2021, but is still subject to antitrust and regulatory approval requirements, as well as other customary closing conditions. CME joint venture. In January 2021, we signed an agreement to enter into a 50/50 joint venture arrangement with shared control with CME Group to combine our post-trade services into a new joint venture. The new company will include trade processing and risk mitigation operations and will incorporate CME’s optimization businesses (Traiana, TriOptima, and Reset) and our MarkitSERV business. Through the combination, we intend to increase operating efficiencies and be better able to service clients with enhanced platforms and services for OTC markets across interest rate, FX, equity, and credit asset classes. We expect the deal to close in the summer of 2021, subject to customary antitrust and regulatory approvals and other customary closing conditions. The following table provides the components of MarkitSERV assets and liabilities (previously included in our Financial Services segment) treated as held for sale as of February 28, 2021 (in millions): Current assets $ 34.8 Property and equipment 62.0 Intangible assets 397.6 Goodwill 362.6 Assets held for sale $ 857.0 Deferred revenue $ (7.3) Other current liabilities (14.4) Deferred income taxes (78.1) Liabilities held for sale $ (99.8) Gen II. In December 2020, we acquired a 13 percent interest in Gen II Fund Services for $150 million as part of a joint venture with General Atlantic and Hg Capital. We expect that this investment will drive revenue synergies between the joint venture and our Private Markets solutions across private credit, private equity, and data and analytics businesses. We are accounting for this investment using the equity method of accounting. Cappitech. In December 2020, we acquired Cappitech Regulation Ltd., a Tel-Aviv based technology company providing regulatory reporting solutions on behalf of its clients to regulators, trade repositories, and affiliates, allowing customers to efficiently monitor the transaction reporting taking place across multiple jurisdictions. Cappitech’s advanced technology provides a scalable platform that we expect to combine with our other offerings in the Financial Services segment. We acquired Cappitech for upfront consideration of $47 million, net of cash acquired, with an additional earnout based on a three-year performance period, which we currently estimate at $57 million. The earnout liability is recorded within other accrued expenses and other liabilities in the condensed consolidated balance sheets. The purchase price allocation for this acquisition is still preliminary and may change upon completion of the determination of fair value of assets acquired and liabilities assumed. Aerospace & Defense divestiture. In December 2019, we completed the sale of our Aerospace & Defense (“A&D”) business line to Montagu Private Equity for approximately $466 million. The A&D assets were previously included in our Transportation segment. We recognized a gain of approximately $372 million on the sale. The gain is included in other expense (income), net, in the condensed consolidated statements of operations. automotiveMastermind equity interests acquisition . In September 2017, we acquired automotiveMastermind (“aM”), a leading provider of predictive analytics and marketing automation software for the automotive industry. We purchased approximately 78 percent of aM at that time. In exchange for the remaining 22 percent of aM, we issued equity interests in aM’s immediate parent holding company to aM’s founders and certain employees. We agreed to pay cash to acquire the interests over the next five years based on put/call provisions that tie the valuation to underlying adjusted EBITDA performance of aM. Since the purchase of the remaining 22 percent of the business requires continued service of the founders and employees, we are accounting for the arrangement as compensation expense that is remeasured based on changes in the fair value of the equity interests. We have classified this expense as acquisition-related costs within the condensed consolidated statements of operations and we have classified the associated accrued liability within other liabilities in the condensed consolidated balance sheets. In November 2019, the option holders exercised the put provision on 62.5 percent of their remaining 22 percent interest in the business for $75.9 million in cash, which we paid in December 2019. We estimate the compensation expense associated with the remaining equity interests to be approximately $60 to $65 million, of which approximately $40.7 million has been recognized as of February 28, 2021, with the remaining amount to be recognized through September 2022. |
Revenue
Revenue | 3 Months Ended |
Feb. 28, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer | Revenue We disaggregate our revenue by segment (as described in Note 16) and by transaction type according to the following categories: • Recurring fixed revenue represents revenue generated from contracts specifying a relatively fixed fee for services delivered ov er the life of the contract. The initial term of these contracts is typically annual (with some longer-term arrangements) and non-cancellable for the term of the subscription, and may contain provisions for minimum monthly payments. The fixed fee is typically paid annually or more periodically in advance. These contracts typically consist of subscriptions to our various information offerings and software maintenance, which provide continuous access to our platforms and associated data over the contract term. Subscription revenue is usually recognized ratably over the contract term or, for term-based software license arrangements, annually on renewal. • Recurring variable revenue represents revenue from contracts that specify a fee for services, which is typically not fixed. The variable fee is usually paid monthly in arrears. Recurring variable revenue is based on, among other factors, the number of trades processed, assets under management, or the number of positions we value, and revenue is recognized based on the specific factor used (e.g., for usage-based contracts, we recognize revenue in line with usage in the period). Most of these contracts have an initial term ranging from one to five years, with auto-renewal periods thereafter. Recurring variable revenue was derived entirely from the Financial Services segment for all periods presented. • Non-recurring revenue represents consulting, services, single-document product sales, perpetual license sales and associated services, conferences and events, and advertising. Revenue for services and other non-recurring revenue is recognized upon completion of the associated performance obligation. The following table presents our revenue by transaction type (in millions): Three months ended February 28/29, 2021 2020 Recurring fixed revenue $ 825.6 $ 804.1 Recurring variable revenue 172.9 146.8 Non-recurring revenue 121.4 129.9 Total revenue $ 1,119.9 $ 1,080.8 Our customer contracts may include multiple performance obligations; for example, we typically sell software licenses with maintenance and other associated services. For these transactions, we recognize revenue based on the relative fair value to the customer of each performance obligation as each performance obligation is completed. We record a receivable when a customer is billed or when revenue is recognized prior to billing a customer. Contract assets include unbilled amounts for multi-year customer contracts where payment is not yet due and where services have been provided up-front but have not yet been billed. Contract assets were approximately $11.4 million as of February 28, 2021 and $19.3 million as of November 30, 2020, and are recorded in accounts receivable, net, in the condensed consolidated balance sheets. Contract liabilities primarily include our obligations to transfer goods or services for which we have received consideration (or an amount of consideration is due) from the customer. Billings represent amounts that were paid in advance or due from customers. We record our contract liabilities as deferred revenue in the condensed consolidated balance sheets. The following table provides a reconciliation of our contract liabilities as of February 28, 2021 (in millions): Balance at November 30, 2020 $ 886.2 Billings 1,016.6 Revenue recognized (845.7) Divestiture activity (7.3) Balance at February 28, 2021 $ 1,049.8 We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to exceed one year. Certain sales commission programs are designed to promote the sale of products and services to new customers, and we therefore defer the incremental costs related to these programs over the expected customer life related to those products underlying the contracts. We record these expenses as selling, general and administrative expense within the condensed consolidated statements of operations. |
Leases
Leases | 3 Months Ended |
Feb. 28, 2021 | |
Leases [Abstract] | |
Lessee, Operating Leases | Leases We utilize operating leases for our various workplaces worldwide, and we also utilize operating leases for our data centers. These leases have remaining terms ranging from one to 12 years, many of which include renewal and early termination options. As of February 28, 2021, we have not considered extension and early termination options in our calculation of the right-of-use (“ROU”) assets and lease liabilities because we do not believe that it is reasonably certain that we will exercise those options. We do not have any significant finance leases. We determine if an arrangement is a lease at inception. We consider any contract where there is an identified asset that we have the right to control in determining whether the contract contains a lease. ROU assets represent our right to use the underlying assets for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As our operating leases do not provide an implicit rate, we use an incremental borrowing rate based on the information available on the commencement date in determining the present value of lease payments. We calculate our incremental borrowing rates by extrapolating our current unsecured bond portfolio across the maturity ladder and adjusting the resultant corporate rate for the estimated spread for a secured borrowing and for foreign currencies, as appropriate. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Operating lease transactions are included in operating lease right-of-use assets, net, and current and non-current operating lease liabilities in the condensed consolidated balance sheets. The following table presents lease cost, cash paid for amounts included in the measurement of lease liabilities, the weighted-average remaining lease term, and the weighted-average discount rate for our operating leases for the three months ended February 28, 2021 and February 29, 2020 (in millions): Three months ended February 28/29, 2021 2020 Lease cost: Operating lease cost $ 14.9 $ 18.9 Variable lease cost $ 2.0 $ 1.7 Other information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 17.8 $ 15.8 As of February 28, 2021: Weighted-average remaining lease term 7.8 years Weighted-average discount rate 1.9 % As of February 28, 2021, maturities of operating lease liabilities under non-cancellable arrangements were as follows (in millions): Year Amount Remainder of 2021 $ 53.5 2022 59.9 2023 50.3 2024 44.9 2025 38.3 Thereafter 135.4 Total future minimum operating lease payments 382.3 Imputed interest (27.3) Total operating lease liability $ 355.0 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Feb. 28, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets The following table presents details of our intangible assets, other than goodwill, as of February 28, 2021 and November 30, 2020 (in millions): As of February 28, 2021 As of November 30, 2020 Gross Accumulated Net Gross Accumulated Net Intangible assets subject to amortization: Customer relationships $ 3,226.8 $ (799.9) $ 2,426.9 $ 3,507.0 $ (805.1) $ 2,701.9 Developed technology 849.8 (262.5) 587.3 965.9 (290.1) 675.8 Information databases 600.4 (383.9) 216.5 597.1 (368.2) 228.9 Trademarks 491.9 (273.1) 218.8 490.2 (258.6) 231.6 Developed computer software 69.3 (65.0) 4.3 68.9 (62.9) 6.0 Other 6.9 (3.8) 3.1 4.1 (2.2) 1.9 Total intangible assets $ 5,245.1 $ (1,788.2) $ 3,456.9 $ 5,633.2 $ (1,787.1) $ 3,846.1 Intangible assets amortization expense was $95.5 million for the three months ended February 28, 2021, compared to $94.2 million for the three months ended February 29, 2020. The following table presents the estimated future amortization expense related to intangible assets held as of February 28, 2021 (in millions): Year Amount Remainder of 2021 $ 270.7 2022 $ 345.7 2023 $ 333.0 2024 $ 313.4 2025 $ 283.6 Thereafter $ 1,910.5 Goodwill, gross intangible assets, and net intangible assets are all subject to foreign currency translation effects. The change in net intangible assets from November 30, 2020 to February 28, 2021 was primarily due to current year amortization and the reclassification of MarkitSERV intangible assets to held-for-sale, as well as foreign currency translation effects. |
Debt
Debt | 3 Months Ended |
Feb. 28, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table summarizes total indebtedness, including unamortized premiums, as of February 28, 2021 and November 30, 2020 (in millions): February 28, 2021 November 30, 2020 Maturity Date Carrying Amount Fair Value Carrying Amount Fair Value Credit Facilities: 2019 revolving facility November 2024 $ 227.0 227.0 $ 17.0 $ 17.0 2019 credit agreement April 2021 250.0 250.0 250.0 250.0 Senior Unsecured Notes: 5.00% senior notes due 2022 November 1, 2022 748.2 794.1 748.2 802.6 4.125% senior notes due 2023 August 1, 2023 499.3 541.2 499.2 545.2 3.625% senior notes due 2024 May 1, 2024 399.2 433.6 399.3 436.8 4.75% senior notes due 2025 February 15, 2025 809.2 903.0 809.7 916.2 4.00% senior notes due 2026 March 1, 2026 500.0 557.4 500.0 573.9 4.75% senior notes due 2028 August 1, 2028 747.9 889.2 747.9 906.8 4.25% senior notes due 2029 May 1, 2029 970.9 1,100.6 971.4 1,135.5 Debt issuance costs (36.2) (38.5) Finance leases 5.3 5.6 Total debt $ 5,120.8 $ 4,909.8 Current portion (478.1) (268.1) Total long-term debt $ 4,642.7 $ 4,641.7 2019 revolving facility. On November 29, 2019, we entered into a $1.25 billion senior unsecured revolving credit agreement (“2019 revolving facility”). Subject to certain conditions, the 2019 revolving facility may be expanded by up to an aggregate of $750 million in additional commitments. Borrowings under the 2019 revolving facility mature in November 2024. The interest rates for borrowings under the 2019 revolving facility are the applicable LIBOR plus a spread of 1.00 percent to 1.625 percent, depending upon our corporate credit rating. A commitment fee on any unused balance is payable periodically and ranges from 0.10 percent to 0.25 percent based upon our corporate credit rating. We had approximately $1.3 million of outstanding letters of credit under the 2019 revolving facility as of February 28, 2021, which reduced the available borrowing under the facility by an equivalent amount. 2019 credit agreement. In September 2019, we entered into a 364-day credit agreement (the “2019 credit agreement”) for a term loan credit facility in an aggregate principal amount of $250.0 million. In April 2020, we amended the 2019 credit agreement to extend the term through April 2021. The interest rate for borrowing under the 2019 credit agreement is the applicable LIBOR plus a spread of 1.00 percent. The 2019 revolving facility and the 2019 credit agreement are subject to certain financial and other covenants, including a maximum Leverage Ratio and a minimum Interest Coverage Ratio, which is defined as the ratio of Consolidated EBITDA to Consolidated Interest Expense, as such terms are defined in the agreements. As of February 28, 2021, we had approximately $227.0 million of outstanding borrowings under the 2019 revolving facility at a current annual interest rate of 1.36 percent and $250.0 million of outstanding borrowings under the 2019 credit agreement at a current weighted average annual interest rate of 1.14 percent. Senior Unsecured Notes. All of our senior unsecured notes (“Senior Notes”) are unsecured and bear interest at a fixed rate payable semiannually. The Senior Notes were issued in registered offerings under the Securities Act or in offerings not subject to the registration requirements of the Securities Act, and all the Senior Notes have been admitted for trading to the official list of The International Stock Exchange in the Channel Islands. The indentures governing the Senior Notes all provide that, at the option of the respective holders of the Senior Notes, we may be required to purchase all or a portion of such Senior Notes upon occurrence of a change of control triggering event as defined in the respective indentures, at a price equal to 101 percent of the principal amount thereof, plus accrued and unpaid interest to the date of purchase. All the indentures also contain (i) covenants that limit our ability to, among other things, incur or create liens and enter into sale and leaseback transactions, (ii) covenants that limit our ability to consolidate or merge with another entity or to sell all or substantially all of our assets to another entity, and (iii) customary default provisions. As of February 28, 2021, we were in compliance with all of our debt covenants. We have classified short-term debt based on scheduled loan payments and intended repayments on our revolving facility based on expected cash availability over the next 12 months. The carrying value of our variable rate debt instruments approximate their fair value because of the variable interest rates associated with those instruments. The fair values of the senior notes were measured using observable inputs in markets that are not active; consequently, we have classified those notes within Level 2 of the fair value hierarchy. |
Derivatives
Derivatives | 3 Months Ended |
Feb. 28, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives Our business is exposed to various market risks, primarily foreign currency risk. We utilize derivative instruments to help us manage this risk. We do not hold or issue derivatives for speculative purposes. To mitigate foreign currency exposure, we utilize short-term foreign currency forward contracts that manage market risks associated with fluctuations in balances that are denominated in currencies other than the local functional currency. We account for these forward contracts at fair value and recognize the associated realized and unrealized gains and losses in other expense (income), net, since we have not designated these contracts as hedges for accounting purposes. The notional amount of these outstanding foreign currency forward contracts was $418.7 million and $342.3 million as of February 28, 2021 and November 30, 2020, respectively. 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. As of February 28, 2021, and November 30, 2020, we had assets of $2.1 million and $2.5 million, respectively, which were classified within other current assets, and we had liabilities of $0.6 million and $0.4 million, respectively, which were classified within other accrued expenses and other liabilities. |
Restructuring
Restructuring | 3 Months Ended |
Feb. 28, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring and Impairment Charges The following table provides a reconciliation of our restructuring liability, recorded in other accrued expenses, as of February 28, 2021 (in millions): Employee Severance and Contract Total Balance at November 30, 2020 $ 54.3 $ 10.8 $ 65.1 Add: Restructuring costs incurred 1.3 (0.2) 1.1 Revision to prior estimates (1.2) (0.2) (1.4) Less: Amount paid (22.2) (1.1) (23.3) Balance at February 28, 2021 $ 32.2 $ 9.3 $ 41.5 As of February 28, 2021, approximately $12.0 million of the remaining restructuring liability was in Resources, $5.8 million in Transportation, $15.6 million in Shared Services, $4.8 million in Financial Services, and the remainder in CMS. As part of our effort to moderate the impact of the COVID-19 pandemic, we continue to evaluate our office facilities to determine where we can exit, consolidate, or otherwise optimize our use of office space throughout the company. For the three months ended February 28, 2021, we recorded approximately $1.3 million of impairment charges. |
Acquisition-related Costs
Acquisition-related Costs | 3 Months Ended |
Feb. 28, 2021 | |
Acquisition Related Costs [Abstract] | |
Acquisition Related Costs | Acquisition-Related Costs During the three months ended February 28, 2021, we incurred approximately $13.1 million in costs associated with acquisitions and divestitures, primarily related to legal, consulting, and other professional services associated with recently announced merger and divestiture activities, as well as aM acquisition-related performance compensation. The following table provides a reconciliation of the acquisition-related costs accrued liability, recorded in other accrued expenses and other liabilities, as of February 28, 2021 (in millions): Contract Other Total Balance at November 30, 2020 $ 1.3 $ 67.0 $ 68.3 Add: Costs incurred — 13.1 13.1 Less: Amount paid (0.1) (17.7) (17.8) Balance at February 28, 2021 $ 1.2 $ 62.4 $ 63.6 As of February 28, 2021, approximately $40.7 million of the remaining liability is associated with the aM acquisition-related performance compensation liability described in Note 2, with the remainder primarily related to the merger and to acquisition and divestiture activity within the Financial Services segment. |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended |
Feb. 28, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-Based Compensation Stock-based compensation expense for the three months ended February 28, 2021 and February 29, 2020 was as follows (in millions): Three months ended February 28/29, 2021 2020 Cost of revenue $ 20.4 $ 24.0 Selling, general and administrative 45.4 58.6 Total stock-based compensation expense $ 65.8 $ 82.6 No stock-based compensation cost was capitalized during the three months ended February 28, 2021 and February 29, 2020. As of February 28, 2021, there was $333.3 million of unrecognized stock-based compensation cost, adjusted for estimated forfeitures, related to unvested stock-based awards that will be recognized over a weighted-average period of approximately 2.1 years. Total unrecognized stock-based compensation cost will be adjusted for future changes in estimated forfeitures and expected performance achievement. Restricted Stock Units (RSUs). The following table summarizes RSU activity, including awards with performance and market conditions, during the three months ended February 28, 2021: Shares Weighted- (in millions) Balance at November 30, 2020 6.8 $ 61.57 Granted 2.2 $ 89.71 Vested (3.2) $ 54.15 Balance at February 28, 2021 5.8 $ 76.35 The total fair value of RSUs that vested during the three months ended February 28, 2021 was $285.2 million. |
Income Taxes
Income Taxes | 3 Months Ended |
Feb. 28, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesOur effective tax rate is estimated based upon the effective tax rate expected to be applicable for the full year.Our effective tax rate for the three months ended February 28, 2021 was 17 percent, compared to 1 percent for the three months ended February 29, 2020. The low 2020 tax rate is primarily due to excess tax benefits on stock-based compensation of approximately $64 million and the tax-efficient divestiture of the A&D business line (U.K. share sales are exempt from tax) of approximately $29 million. The 2021 tax rate includes excess tax benefits on stock-based compensation of approximately $23 million, partially offset by U.S. minimum tax of approximately $19 million. |
Pension and Postretirement
Pension and Postretirement | 3 Months Ended |
Feb. 28, 2021 | |
Postemployment Benefits [Abstract] | |
Postemployment Benefits Disclosure | Pensions and Postretirement BenefitsDuring the first quarter of 2020, we incurred settlement expense of approximately $11.6 million related to lump-sum distributions to participants in our U.S. Retirement Income Plan (“U.S. RIP”), Supplemental Income Plan, and U.K. Retirement Income Plan (“U.K. RIP”) plans. We also converted to termination accounting for our U.K. RIP at the end of the first quarter, which resulted in an expense recognition of actuarial loss in excess of corridor of approximately $9.6 million. During the second quarter of 2020, we transferred our U.S. RIP annuity liability and our U.K. RIP liability to third-party insurers, which resulted in additional settlement expense of approximately $8.9 million. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Feb. 28, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies From time to time, in the ordinary course of our business, we are involved in various legal, regulatory or administrative proceedings, lawsuits, government investigations, and other claims, including employment, commercial, intellectual property, and environmental, safety, and health matters. In addition, we may receive routine requests for information from governmental agencies in connection with their regulatory or investigatory authority or from private third parties pursuant to valid court orders or subpoenas. We review such proceedings, lawsuits, investigations, claims, and requests for information and take appropriate action as necessary. At the present time, we can give no assurance as to the outcome of any such pending proceedings, lawsuits, investigations, claims, or requests for information and we are unable to determine the ultimate resolution of or provide a reasonable estimate of the range of possible loss attributable to these matters or the effect they may have on us. However, we do not expect the outcome of such proceedings, lawsuits, claims, or requests for information to have a material adverse effect on our results of operations or financial condition. We have defended and will continue to vigorously defend ourselves in all matters. As of March 22, 2021, nine complaints had been filed by purported shareholders of IHS Markit or S&P Global relating to our proposed merger with S&P Global. Eight of these actions have been voluntarily dismissed. The pending action is captioned Adam Snitkoff v. Marco Alvera, et al., Case No. 650576/2021 (N.Y. Sup. Ct.), filed in the Supreme Court of the State of New York, County of New York (the “Snitkoff Action”). The complaint in the Snitkoff Action names S&P Global and the members of the S&P board as well as IHS Markit as defendants, and it generally asserts state common law claims for breaches of fiduciary duty against the members of the S&P Global board, failure to disclose certain information in the version of the joint proxy statement/prospectus filed by S&P Global with the SEC on January 22, 2021 against all defendants, and aiding and abetting breaches of fiduciary duty against IHS Markit. The Snitkoff Action complaint seeks, among other relief, declaratory relief, an order requiring corrective disclosures, compensatory or rescissory damages, and attorneys’ and experts’ fees. The plaintiff in the Snitkoff Action has filed a stipulation of discontinuance with prejudice following the issuance of certain additional disclosures issued by S&P Global, which is pending court approval. IHS Markit believes the claims asserted in the complaint are without merit. |
Common Shares and Earnings per
Common Shares and Earnings per Share | 3 Months Ended |
Feb. 28, 2021 | |
Earnings Per Share [Abstract] | |
Common Shares and Earnings Per Share | Common Shares and Earnings per Share Weighted-average shares outstanding for the three months ended February 28, 2021 and February 29, 2020 were calculated as follows (in millions): Three months ended February 28/29, 2021 2020 Weighted-average shares outstanding: Shares used in basic EPS calculation 397.4 395.7 Effect of dilutive securities: RSUs/RSAs 3.1 3.8 Stock options 0.3 4.6 Shares used in diluted EPS calculation 400.8 404.1 Share Repurchase Programs In October 2019, our Board of Directors authorized a share repurchase program of up to $2.5 billion of IHS Markit common shares from October 17, 2019 through November 30, 2021, 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 October 2019 share 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 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 share repurchase agreements, subject to availability of common shares, price, market conditions, alternative uses of capital, and applicable regulatory requirements, at management’s discretion. As of February 28, 2021, we had $1.6 billion remaining available to repurchase under the program. The merger agreement with S&P Global restricts our ability to purchase our shares and therefore our share repurchase program is currently suspended through November 2021, other than for the repurchase of shares associated with tax withholding requirements for share-based compensation. In August 2016, our Board of Directors separately 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. In December 2019, we funded a $500 million accelerated share repurchase (“ASR”) agreement, which terminated in February 2020. We received a total of 6.491 million shares in connection with the ASR. Dividends Our Board of Directors approved a quarterly cash dividend of $0.20 per share during the first quarter of 2021, compared to a quarterly cash dividend of $0.17 per share during the first quarter of 2020. 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 condensed consolidated balance sheets. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 3 Months Ended |
Feb. 28, 2021 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated other comprehensive income (loss) | Accumulated Other Comprehensive Income (Loss) The following table summarizes the changes in AOCI by component (net of tax) for the three months ended February 29, 2020 (in millions): Foreign currency translation Net pension and OPEB liability Unrealized losses on hedging activities Total Balance at November 30, 2019 $ (242.3) $ (15.6) $ (3.7) $ (261.6) Other comprehensive loss before reclassifications (35.6) — (0.7) (36.3) Reclassifications from AOCI to income — 4.9 0.8 5.7 Balance at February 29, 2020 $ (277.9) $ (10.7) $ (3.6) $ (292.2) The following table summarizes the changes in AOCI by component (net of tax) for the three months ended February 28, 2021 (in millions): Foreign currency translation Net pension and OPEB liability Unrealized losses on hedging activities Total Balance at November 30, 2020 $ (107.9) $ — $ — $ (107.9) Other comprehensive income 153.7 — — 153.7 Balance at February 28, 2021 $ 45.8 $ — $ — $ 45.8 |
Segment Information
Segment Information | 3 Months Ended |
Feb. 28, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information We prepare our financial reports and analyze our business results within our four operating segments: Financial Services, Transportation, Resources, and CMS. We evaluate revenue performance at the segment level and by transaction type. No single customer accounted for 10 percent or more of our total revenue for the three months ended February 28, 2021 and February 29, 2020. There are no material inter-segment revenues for any period presented. Our shared services function includes corporate transactions that are not allocated to the reportable segments, including net periodic pension and postretirement expense, as well as certain corporate functions such as investor relations, procurement, corporate development, and portions of finance, legal, and marketing. We evaluate segment operating performance at the Adjusted EBITDA level for each of our four segments. We define Adjusted EBITDA as net income before net interest, provision for income taxes, depreciation and amortization, stock-based compensation expense, restructuring charges, acquisition-related costs and performance compensation, exceptional litigation, net other gains and losses, pension mark-to-market and settlement expense, the impact of joint ventures and noncontrolling interests, and discontinued operations. Information about the operations of our four segments is set forth below (in millions). Three months ended February 28/29, 2021 2020 Revenue Financial Services $ 484.5 $ 436.0 Transportation 311.7 297.2 Resources 202.7 225.6 CMS 121.0 122.0 Total revenue $ 1,119.9 $ 1,080.8 Adjusted EBITDA Financial Services $ 232.9 $ 205.4 Transportation 146.7 118.0 Resources 74.2 90.2 CMS 26.1 29.4 Shared services (13.1) (11.4) Total Adjusted EBITDA $ 466.8 $ 431.6 Reconciliation to the condensed consolidated statements of operations: Interest income 0.1 0.4 Interest expense (55.5) (61.2) Provision for income taxes (30.3) (4.3) Depreciation (56.1) (51.1) Amortization related to acquired intangible assets (95.5) (94.2) Stock-based compensation expense (65.8) (82.6) Restructuring and impairment charges (1.0) (4.5) Acquisition-related costs (9.2) (0.7) Acquisition-related performance compensation (3.9) (0.2) Gain on sale of assets 0.1 372.3 Pension mark-to-market and settlement expense — (21.2) Share of joint venture results not attributable to Adjusted EBITDA (0.7) (0.3) Adjusted EBITDA attributable to noncontrolling interest 0.3 1.0 Net income attributable to IHS Markit Ltd. $ 149.3 $ 485.0 |
(Policies)
(Policies) | 3 Months Ended |
Feb. 28, 2021 | |
Accounting Policies [Abstract] | |
Segment Reporting, Policy | 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 expense, restructuring charges, acquisition-related costs and performance compensation, exceptional litigation, net other gains and losses, pension mark-to-market and settlement expense, the impact of joint ventures and noncontrolling interests, and discontinued operations. Information about the operations of our four segments is set forth below (in millions). |
Derivatives, Policy | 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. |
Business Combinations and Div_2
Business Combinations and Divestitures (Tables) | 3 Months Ended |
Feb. 28, 2021 | |
Business Combinations [Abstract] | |
Disposal Groups, Including Discontinued Operations | The following table provides the components of MarkitSERV assets and liabilities (previously included in our Financial Services segment) treated as held for sale as of February 28, 2021 (in millions): Current assets $ 34.8 Property and equipment 62.0 Intangible assets 397.6 Goodwill 362.6 Assets held for sale $ 857.0 Deferred revenue $ (7.3) Other current liabilities (14.4) Deferred income taxes (78.1) Liabilities held for sale $ (99.8) |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Feb. 28, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue by Transaction Type | The following table presents our revenue by transaction type (in millions): Three months ended February 28/29, 2021 2020 Recurring fixed revenue $ 825.6 $ 804.1 Recurring variable revenue 172.9 146.8 Non-recurring revenue 121.4 129.9 Total revenue $ 1,119.9 $ 1,080.8 |
Contract with Customer, Asset and Liability | The following table provides a reconciliation of our contract liabilities as of February 28, 2021 (in millions): Balance at November 30, 2020 $ 886.2 Billings 1,016.6 Revenue recognized (845.7) Divestiture activity (7.3) Balance at February 28, 2021 $ 1,049.8 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Feb. 28, 2021 | |
Leases [Abstract] | |
Lease, Cost | The following table presents lease cost, cash paid for amounts included in the measurement of lease liabilities, the weighted-average remaining lease term, and the weighted-average discount rate for our operating leases for the three months ended February 28, 2021 and February 29, 2020 (in millions): Three months ended February 28/29, 2021 2020 Lease cost: Operating lease cost $ 14.9 $ 18.9 Variable lease cost $ 2.0 $ 1.7 Other information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 17.8 $ 15.8 As of February 28, 2021: Weighted-average remaining lease term 7.8 years Weighted-average discount rate 1.9 % |
Lessee, Operating Lease, Liability, Maturity | As of February 28, 2021, maturities of operating lease liabilities under non-cancellable arrangements were as follows (in millions): Year Amount Remainder of 2021 $ 53.5 2022 59.9 2023 50.3 2024 44.9 2025 38.3 Thereafter 135.4 Total future minimum operating lease payments 382.3 Imputed interest (27.3) Total operating lease liability $ 355.0 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Feb. 28, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill | The following table presents details of our intangible assets, other than goodwill, as of February 28, 2021 and November 30, 2020 (in millions): As of February 28, 2021 As of November 30, 2020 Gross Accumulated Net Gross Accumulated Net Intangible assets subject to amortization: Customer relationships $ 3,226.8 $ (799.9) $ 2,426.9 $ 3,507.0 $ (805.1) $ 2,701.9 Developed technology 849.8 (262.5) 587.3 965.9 (290.1) 675.8 Information databases 600.4 (383.9) 216.5 597.1 (368.2) 228.9 Trademarks 491.9 (273.1) 218.8 490.2 (258.6) 231.6 Developed computer software 69.3 (65.0) 4.3 68.9 (62.9) 6.0 Other 6.9 (3.8) 3.1 4.1 (2.2) 1.9 Total intangible assets $ 5,245.1 $ (1,788.2) $ 3,456.9 $ 5,633.2 $ (1,787.1) $ 3,846.1 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The following table presents the estimated future amortization expense related to intangible assets held as of February 28, 2021 (in millions): Year Amount Remainder of 2021 $ 270.7 2022 $ 345.7 2023 $ 333.0 2024 $ 313.4 2025 $ 283.6 Thereafter $ 1,910.5 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Feb. 28, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table summarizes total indebtedness, including unamortized premiums, as of February 28, 2021 and November 30, 2020 (in millions): February 28, 2021 November 30, 2020 Maturity Date Carrying Amount Fair Value Carrying Amount Fair Value Credit Facilities: 2019 revolving facility November 2024 $ 227.0 227.0 $ 17.0 $ 17.0 2019 credit agreement April 2021 250.0 250.0 250.0 250.0 Senior Unsecured Notes: 5.00% senior notes due 2022 November 1, 2022 748.2 794.1 748.2 802.6 4.125% senior notes due 2023 August 1, 2023 499.3 541.2 499.2 545.2 3.625% senior notes due 2024 May 1, 2024 399.2 433.6 399.3 436.8 4.75% senior notes due 2025 February 15, 2025 809.2 903.0 809.7 916.2 4.00% senior notes due 2026 March 1, 2026 500.0 557.4 500.0 573.9 4.75% senior notes due 2028 August 1, 2028 747.9 889.2 747.9 906.8 4.25% senior notes due 2029 May 1, 2029 970.9 1,100.6 971.4 1,135.5 Debt issuance costs (36.2) (38.5) Finance leases 5.3 5.6 Total debt $ 5,120.8 $ 4,909.8 Current portion (478.1) (268.1) Total long-term debt $ 4,642.7 $ 4,641.7 |
Restructuring (Tables)
Restructuring (Tables) | 3 Months Ended |
Feb. 28, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The following table provides a reconciliation of our restructuring liability, recorded in other accrued expenses, as of February 28, 2021 (in millions): Employee Severance and Contract Total Balance at November 30, 2020 $ 54.3 $ 10.8 $ 65.1 Add: Restructuring costs incurred 1.3 (0.2) 1.1 Revision to prior estimates (1.2) (0.2) (1.4) Less: Amount paid (22.2) (1.1) (23.3) Balance at February 28, 2021 $ 32.2 $ 9.3 $ 41.5 |
Acquisition-related Costs (Tabl
Acquisition-related Costs (Tables) | 3 Months Ended |
Feb. 28, 2021 | |
Acquisition Related Costs [Abstract] | |
Acquisition Related Cost Reserve Rollforward | The following table provides a reconciliation of the acquisition-related costs accrued liability, recorded in other accrued expenses and other liabilities, as of February 28, 2021 (in millions): Contract Other Total Balance at November 30, 2020 $ 1.3 $ 67.0 $ 68.3 Add: Costs incurred — 13.1 13.1 Less: Amount paid (0.1) (17.7) (17.8) Balance at February 28, 2021 $ 1.2 $ 62.4 $ 63.6 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended |
Feb. 28, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | Stock-based compensation expense for the three months ended February 28, 2021 and February 29, 2020 was as follows (in millions): Three months ended February 28/29, 2021 2020 Cost of revenue $ 20.4 $ 24.0 Selling, general and administrative 45.4 58.6 Total stock-based compensation expense $ 65.8 $ 82.6 |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | The following table summarizes RSU activity, including awards with performance and market conditions, during the three months ended February 28, 2021: Shares Weighted- (in millions) Balance at November 30, 2020 6.8 $ 61.57 Granted 2.2 $ 89.71 Vested (3.2) $ 54.15 Balance at February 28, 2021 5.8 $ 76.35 |
Common Shares and Earnings pe_2
Common Shares and Earnings per Share (Tables) | 3 Months Ended |
Feb. 28, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Shares | Weighted-average shares outstanding for the three months ended February 28, 2021 and February 29, 2020 were calculated as follows (in millions): Three months ended February 28/29, 2021 2020 Weighted-average shares outstanding: Shares used in basic EPS calculation 397.4 395.7 Effect of dilutive securities: RSUs/RSAs 3.1 3.8 Stock options 0.3 4.6 Shares used in diluted EPS calculation 400.8 404.1 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended |
Feb. 28, 2021 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table summarizes the changes in AOCI by component (net of tax) for the three months ended February 29, 2020 (in millions): Foreign currency translation Net pension and OPEB liability Unrealized losses on hedging activities Total Balance at November 30, 2019 $ (242.3) $ (15.6) $ (3.7) $ (261.6) Other comprehensive loss before reclassifications (35.6) — (0.7) (36.3) Reclassifications from AOCI to income — 4.9 0.8 5.7 Balance at February 29, 2020 $ (277.9) $ (10.7) $ (3.6) $ (292.2) The following table summarizes the changes in AOCI by component (net of tax) for the three months ended February 28, 2021 (in millions): Foreign currency translation Net pension and OPEB liability Unrealized losses on hedging activities Total Balance at November 30, 2020 $ (107.9) $ — $ — $ (107.9) Other comprehensive income 153.7 — — 153.7 Balance at February 28, 2021 $ 45.8 $ — $ — $ 45.8 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Feb. 28, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Information about the operations of our four segments is set forth below (in millions). Three months ended February 28/29, 2021 2020 Revenue Financial Services $ 484.5 $ 436.0 Transportation 311.7 297.2 Resources 202.7 225.6 CMS 121.0 122.0 Total revenue $ 1,119.9 $ 1,080.8 Adjusted EBITDA Financial Services $ 232.9 $ 205.4 Transportation 146.7 118.0 Resources 74.2 90.2 CMS 26.1 29.4 Shared services (13.1) (11.4) Total Adjusted EBITDA $ 466.8 $ 431.6 Reconciliation to the condensed consolidated statements of operations: Interest income 0.1 0.4 Interest expense (55.5) (61.2) Provision for income taxes (30.3) (4.3) Depreciation (56.1) (51.1) Amortization related to acquired intangible assets (95.5) (94.2) Stock-based compensation expense (65.8) (82.6) Restructuring and impairment charges (1.0) (4.5) Acquisition-related costs (9.2) (0.7) Acquisition-related performance compensation (3.9) (0.2) Gain on sale of assets 0.1 372.3 Pension mark-to-market and settlement expense — (21.2) Share of joint venture results not attributable to Adjusted EBITDA (0.7) (0.3) Adjusted EBITDA attributable to noncontrolling interest 0.3 1.0 Net income attributable to IHS Markit Ltd. $ 149.3 $ 485.0 |
Business Combinations and Div_3
Business Combinations and Divestitures CME (Details) - USD ($) $ in Millions | Feb. 28, 2021 | Nov. 30, 2020 |
Business Acquisition [Line Items] | ||
Assets held for sale | $ 857 | $ 0 |
Deferred revenue -Divestiture | (7.3) | |
Liabilities held for sale | (99.8) | $ 0 |
CME Joint Venture | ||
Business Acquisition [Line Items] | ||
Current assets | 34.8 | |
Property and equipment | 62 | |
Intangible assets | 397.6 | |
Goodwill | 362.6 | |
Assets held for sale | 857 | |
Deferred revenue -Divestiture | (7.3) | |
Other current liabilities | (14.4) | |
Deferred income taxes | (78.1) | |
Liabilities held for sale | $ (99.8) |
Business Combinations and Div_4
Business Combinations and Divestitures automotiveMastermind (Details) - USD ($) $ in Millions | Feb. 28, 2021 | Nov. 30, 2019 | Sep. 30, 2017 |
Business Acquisition [Line Items] | |||
Unrecognized stock-based compensation cost | $ 333.3 | ||
automotiveMastermind | |||
Business Acquisition [Line Items] | |||
Minority Interest Ownership Percentage By Noncontrolling Owners Percentage Exercised | 62.50% | ||
Minority Interest Ownership Percentage By Noncontrolling Owners Percentage Exercised Amount | $ 75.9 | ||
Acquisition Related Cost Reserve - Long term portion | 40.7 | ||
automotiveMastermind | Minimum | |||
Business Acquisition [Line Items] | |||
Unrecognized stock-based compensation cost | 60 | ||
automotiveMastermind | Maximum | |||
Business Acquisition [Line Items] | |||
Unrecognized stock-based compensation cost | $ 65 | ||
automotiveMastermind | automotiveMastermind | |||
Business Acquisition [Line Items] | |||
Noncontrolling Interest, Ownership Percentage by Parent | 78.00% | ||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 22.00% |
Business Combinations and Div_5
Business Combinations and Divestitures Textual (Details) - USD ($) $ in Millions | Dec. 02, 2019 | Feb. 28, 2021 | Feb. 29, 2020 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable Fair Value Method | 0.2838 | |||
Gain (Loss) on Disposition of Assets | $ 0.1 | $ 372.3 | ||
Aerospace & Defense | ||||
Business Acquisition [Line Items] | ||||
Disposal Group, Including Discontinued Operation, Consideration | $ 466 | |||
Gain (Loss) on Disposition of Assets | $ 372 | |||
Gen II | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Consideration Transferred | 150 | |||
Gen II | IHS Markit | ||||
Business Acquisition [Line Items] | ||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 13.00% | |||
Cappitech | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Consideration Transferred | 47 | |||
Business Combination, Contingent Consideration, Liability | $ 57 |
Revenue Dissagregation (Details
Revenue Dissagregation (Details) - USD ($) $ in Millions | 3 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 1,119.9 | $ 1,080.8 |
Recurring Fixed Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 825.6 | 804.1 |
Recurring Variable Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 172.9 | 146.8 |
Non-recurring Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 121.4 | $ 129.9 |
Revenue Contracts with Customer
Revenue Contracts with Customers (Details) - USD ($) $ in Millions | 3 Months Ended | |
Feb. 28, 2021 | Nov. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Contract asset | $ 11.4 | $ 19.3 |
Deferred revenue | 886.2 | |
Billings paid in advance | 1,016.6 | |
Revenue recognized | (845.7) | |
Deferred revenue -Divestiture | (7.3) | |
Deferred revenue | $ 1,049.8 |
Leases (Details)
Leases (Details) - USD ($) $ in Millions | 3 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Leases [Abstract] | ||
Operating Lease, Cost | $ 14.9 | $ 18.9 |
Variable Lease, Cost | 2 | 1.7 |
Operating cash outflows from operating leases | $ 17.8 | $ 15.8 |
Weighted-average remaining lease term | 7 years 9 months 18 days | |
Weighted-average discount rate | 1.90% |
Leases Lease Liabilities (Detai
Leases Lease Liabilities (Details) $ in Millions | Feb. 28, 2021USD ($) |
Leases [Abstract] | |
Remainder of 2021 | $ 53.5 |
2022 | 59.9 |
2023 | 50.3 |
2024 | 44.9 |
2025 | 38.3 |
Thereafter | 135.4 |
Total future minimum operating lease payments | 382.3 |
Imputed interest | (27.3) |
Total operating lease liability | $ 355 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Feb. 28, 2021 | Feb. 29, 2020 | Nov. 30, 2020 | |
Acquired Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Accumulated Amortization | $ (1,788.2) | $ (1,787.1) | |
Intangible assets, gross | 5,245.1 | 5,633.2 | |
Intangible assets, net | 3,456.9 | 3,846.1 | |
Amortization of Intangible Assets | 95.5 | $ 94.2 | |
Customer relationships | |||
Acquired Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 3,226.8 | 3,507 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (799.9) | (805.1) | |
Finite-Lived Intangible Assets, Net | 2,426.9 | 2,701.9 | |
Developed technology | |||
Acquired Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 849.8 | 965.9 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (262.5) | (290.1) | |
Finite-Lived Intangible Assets, Net | 587.3 | 675.8 | |
Information databases | |||
Acquired Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 600.4 | 597.1 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (383.9) | (368.2) | |
Finite-Lived Intangible Assets, Net | 216.5 | 228.9 | |
Trademarks | |||
Acquired Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 491.9 | 490.2 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (273.1) | (258.6) | |
Finite-Lived Intangible Assets, Net | 218.8 | 231.6 | |
Developed computer software | |||
Acquired Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 69.3 | 68.9 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (65) | (62.9) | |
Finite-Lived Intangible Assets, Net | 4.3 | 6 | |
Other | |||
Acquired Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 6.9 | 4.1 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (3.8) | (2.2) | |
Finite-Lived Intangible Assets, Net | $ 3.1 | $ 1.9 |
Intangible Assets Schedule of F
Intangible Assets Schedule of Future Amortization (Details) $ in Millions | Feb. 28, 2021USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
Remainder of 2021 | $ 270.7 |
2022 | 345.7 |
2023 | 333 |
2024 | 313.4 |
2025 | 283.6 |
Thereafter | $ 1,910.5 |
Debt Table (Details)
Debt Table (Details) - USD ($) $ in Millions | Feb. 28, 2021 | Nov. 30, 2020 | Sep. 30, 2019 |
Debt Instrument [Line Items] | |||
Debt issuance costs | $ (36.2) | $ (38.5) | |
Finance leases | 5.3 | 5.6 | |
Total debt | 5,120.8 | 4,909.8 | |
Current portion | (478.1) | (268.1) | |
Total long-term debt | 4,642.7 | 4,641.7 | |
5.00% Senior Notes due 2022 | |||
Debt Instrument [Line Items] | |||
Senior notes | 748.2 | 748.2 | |
Debt Instrument, Fair Value Disclosure | $ 794.1 | 802.6 | |
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 5.00% | ||
4.125% Senior Notes Due 2023 | |||
Debt Instrument [Line Items] | |||
Senior notes | $ 499.3 | 499.2 | |
Debt Instrument, Fair Value Disclosure | $ 541.2 | 545.2 | |
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 4.125% | ||
3.625% Senior Notes Due 2024 | |||
Debt Instrument [Line Items] | |||
Senior notes | $ 399.2 | 399.3 | |
Debt Instrument, Fair Value Disclosure | $ 433.6 | 436.8 | |
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 3.625% | ||
4.75% Senior Notes Due 2025 | |||
Debt Instrument [Line Items] | |||
Senior notes | $ 809.2 | 809.7 | |
Debt Instrument, Fair Value Disclosure | $ 903 | 916.2 | |
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 4.75% | ||
4.00% Senior Notes Due 2026 | |||
Debt Instrument [Line Items] | |||
Senior notes | $ 500 | 500 | |
Debt Instrument, Fair Value Disclosure | $ 557.4 | 573.9 | |
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 4.00% | ||
4.75% Senior Notes Due 2028 | |||
Debt Instrument [Line Items] | |||
Senior notes | $ 747.9 | 747.9 | |
Debt Instrument, Fair Value Disclosure | $ 889.2 | 906.8 | |
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 4.75% | ||
4.25% Senior Notes Due 2029 | |||
Debt Instrument [Line Items] | |||
Senior notes | $ 970.9 | 971.4 | |
Debt Instrument, Fair Value Disclosure | $ 1,100.6 | 1,135.5 | |
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 4.25% | ||
2019 Credit Agreement | |||
Debt Instrument [Line Items] | |||
Short-term Debt | $ 250 | 250 | $ 250 |
Debt Instrument, Fair Value Disclosure | 250 | 250 | |
2019 revolving credit facility | |||
Debt Instrument [Line Items] | |||
Credit facility, amount outstanding | 227 | 17 | |
Debt Instrument, Fair Value Disclosure | $ 227 | $ 17 |
Debt Credit Facility Term Loan
Debt Credit Facility Term Loan (Details) - USD ($) $ in Millions | Nov. 29, 2019 | Apr. 30, 2020 | Feb. 28, 2021 | Nov. 30, 2020 | Sep. 30, 2019 |
2019 Credit Agreement | |||||
Line of Credit Facility [Line Items] | |||||
Short-term Debt | $ 250 | $ 250 | $ 250 | ||
Debt, Weighted Average Interest Rate | 1.14% | ||||
2019 Credit Agreement | London Interbank Offered Rate (LIBOR) | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Interest Rate During Period | 1.00% | ||||
2019 revolving credit facility | |||||
Line of Credit Facility [Line Items] | |||||
Credit facility, maximum borrowing capacity | $ 1,250 | ||||
Credit facility additional borrowing capacity | $ 750 | ||||
Letters of credit outstanding under 2019 revolving facility | $ 1.3 | ||||
Credit facility, amount outstanding | $ 227 | $ 17 | |||
Credit facility, interest rate at period end | 1.36% | ||||
2019 revolving credit facility | Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Credit facility, unused capacity, commitment fee percentage | 0.10% | ||||
2019 revolving credit facility | Minimum | London Interbank Offered Rate (LIBOR) | |||||
Line of Credit Facility [Line Items] | |||||
Credit facility, interest rate | 1.00% | ||||
2019 revolving credit facility | Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Credit facility, unused capacity, commitment fee percentage | 0.25% | ||||
2019 revolving credit facility | Maximum | London Interbank Offered Rate (LIBOR) | |||||
Line of Credit Facility [Line Items] | |||||
Credit facility, interest rate | 1.625% |
Derivatives Textual (Details)
Derivatives Textual (Details) - USD ($) $ in Millions | Feb. 28, 2021 | Nov. 30, 2020 |
Derivative [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | $ 2.1 | $ 2.5 |
Derivative Liability, Fair Value, Gross Liability | 0.6 | 0.4 |
Not Designated as Hedging Instrument | ||
Derivative [Line Items] | ||
Derivative, Notional Amount | $ 418.7 | $ 342.3 |
Restructuring (Details)
Restructuring (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Feb. 28, 2021 | Feb. 29, 2020 | Nov. 30, 2020 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Reserve | $ 41.5 | $ 65.1 | |
Asset Impairment Charges | 1.3 | $ 0 | |
Resources Segment | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Reserve | 12 | ||
Transportation Segment | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Reserve | 5.8 | ||
Shared Services Segment | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Reserve | 15.6 | ||
Financial Services Segment | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Reserve | $ 4.8 |
Restructuring Table (Details)
Restructuring Table (Details) $ in Millions | 3 Months Ended |
Feb. 28, 2021USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Balance at November 30, 2020 | $ 65.1 |
Add: Restructuring costs incurred | 1.1 |
Revision to prior estimates | (1.4) |
Less: Amount paid | (23.3) |
Balance at February 28, 2021 | 41.5 |
Employee Severance | |
Restructuring Cost and Reserve [Line Items] | |
Balance at November 30, 2020 | 54.3 |
Add: Restructuring costs incurred | 1.3 |
Revision to prior estimates | (1.2) |
Less: Amount paid | (22.2) |
Balance at February 28, 2021 | 32.2 |
Contract Termination | |
Restructuring Cost and Reserve [Line Items] | |
Balance at November 30, 2020 | 10.8 |
Add: Restructuring costs incurred | (0.2) |
Revision to prior estimates | (0.2) |
Less: Amount paid | (1.1) |
Balance at February 28, 2021 | $ 9.3 |
Acquisition-related Costs Textu
Acquisition-related Costs Textual (Details) - USD ($) $ in Millions | 3 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Business Acquisition [Line Items] | ||
Acquisition-related costs | $ 13.1 | $ 0.9 |
automotiveMastermind | ||
Business Acquisition [Line Items] | ||
Acquisition Related Cost Reserve | $ 40.7 |
Acquisition-related Costs Table
Acquisition-related Costs Table (Details) $ in Millions | 3 Months Ended |
Feb. 28, 2021USD ($) | |
Contract Termination Costs | |
Acquisition-related Costs Reserve [Roll Forward] | |
Balance at November 30, 2020 | $ 1.3 |
Add: Costs incurred | 0 |
Less: Amount paid | (0.1) |
Balance at February 28, 2021 | 1.2 |
Other | |
Acquisition-related Costs Reserve [Roll Forward] | |
Balance at November 30, 2020 | 67 |
Add: Costs incurred | 13.1 |
Less: Amount paid | (17.7) |
Balance at February 28, 2021 | 62.4 |
Total | |
Acquisition-related Costs Reserve [Roll Forward] | |
Balance at November 30, 2020 | 68.3 |
Add: Costs incurred | 13.1 |
Less: Amount paid | (17.8) |
Balance at February 28, 2021 | $ 63.6 |
Stock-based Compensation Expens
Stock-based Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 65.8 | $ 82.6 |
Cost of revenue | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 20.4 | 24 |
Selling general and administrative | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 45.4 | $ 58.6 |
Stock-based Compensation Nonves
Stock-based Compensation Nonvested stock rollforward (Details) - Restricted Stock Units (RSUs) shares in Millions | 3 Months Ended |
Feb. 28, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Balance at November 30, 2020, shares | shares | 6.8 |
Balance at November 30, 2020 | $ / shares | $ 61.57 |
Granted shares | shares | 2.2 |
Weighted average grant date fair value, granted | $ / shares | $ 89.71 |
Vested shares | shares | (3.2) |
Weighted average grant date fair value, vested | $ / shares | $ 54.15 |
Balance at February 28, 2021, shares | shares | 5.8 |
Weighted average grant date fair value, February 28, 2021 | $ / shares | $ 76.35 |
Stock-based Compensation Textua
Stock-based Compensation Textuals (Details) $ in Millions | 3 Months Ended |
Feb. 28, 2021USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized stock-based compensation cost | $ 333.3 |
Unrecognized stock-based compensation cost recognition period | 2 years 1 month 6 days |
Restricted Stock Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair value of shares that vested during the period | $ 285.2 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Income Tax Disclosure [Abstract] | ||
Effective Income Tax Rate, Continuing Operations | 17.00% | 1.00% |
Effective Income Tax Rate Reconciliation, Disposition of Business, Amount | $ 29 | |
Effective Income Tax Rate Reconciliation, Tax Expense (Benefit), Share-based Payment Arrangement, Amount | $ 23 | $ 64 |
Effective Income Tax Rate Reconciliation, Other Adjustments, Amount | $ 19 |
Pension and Postretirement (Det
Pension and Postretirement (Details) - USD ($) $ in Millions | 3 Months Ended | |
May 31, 2020 | Feb. 29, 2020 | |
Postemployment Benefits [Abstract] | ||
Settlement expense | $ 8.9 | $ 11.6 |
Expense recognition of actuarial loss in excess of corridor | $ 9.6 |
Common Shares and Earnings pe_3
Common Shares and Earnings per Share Weighted Average Share (Details) - shares shares in Millions | 3 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Weighted-average shares outstanding: | ||
Shares used in basic EPS calculation | 397.4 | 395.7 |
Effect of dilutive securities: | ||
RSUs/RSAs | 3.1 | 3.8 |
Stock options | 0.3 | 4.6 |
Shares used in diluted EPS calculation | 400.8 | 404.1 |
Common Shares and Earnings pe_4
Common Shares and Earnings per Share Share Repurchase Programs (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | |||
Feb. 28, 2021 | Feb. 29, 2020 | Nov. 30, 2020 | Dec. 01, 2019 | |
Equity, Class of Treasury Stock [Line Items] | ||||
Accelerated Share Repurchases, Settlement (Payment) or Receipt | $ 500 | |||
Repurchases of common shares, shares | 6,491 | |||
Common Stock, Dividends, Per Share, Declared | $ 0.20 | $ 0.17 | ||
Shares held in employee benefit trust, shares | 25,200 | |||
Stock repurchase program October 2019 | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Stock Repurchase Program, Authorized Amount | $ 2,500 | |||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 1,600 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | $ (107.9) | |
Foreign currency translation adjustment | 153.7 | $ (35.6) |
Unrealized gain (loss) on hedging activities | 0 | 0.1 |
Ending balance | 45.8 | |
Foreign currency translation | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | (107.9) | (242.3) |
Foreign currency translation adjustment | 153.7 | (35.6) |
Reclassifications from AOCI to income, foreign currency translation | 0 | |
Ending balance | 45.8 | (277.9) |
Net pension and OPEB liability | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | 0 | (15.6) |
Other comprehensive income (loss) before reclassifications, net pension and OPEB liability | 0 | 0 |
Reclassifications from AOCI to income, net pension and OPEB liability | 4.9 | |
Ending balance | 0 | (10.7) |
Unrealized losses on hedging activities | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | 0 | (3.7) |
Unrealized gain (loss) on hedging activities | 0 | (0.7) |
Loss (gain) reclassified from AOCI into income | 0.8 | |
Ending balance | 0 | (3.6) |
Total | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | (107.9) | (261.6) |
Other comprehensive income (loss) before reclassifications | 153.7 | (36.3) |
Reclassifications from AOCI to income | 5.7 | |
Ending balance | $ 45.8 | $ (292.2) |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 1,119.9 | $ 1,080.8 |
Adjusted EBITDA | 466.8 | 431.6 |
Interest income | 0.1 | 0.4 |
Interest Expense | 55.5 | 61.2 |
Provision for income taxes | 30.3 | 4.3 |
Amortization of Intangible Assets | 95.5 | 94.2 |
Stock-based compensation expense | 65.8 | 82.6 |
Restructuring and impairment charges | 1 | 4.5 |
Net income attributable to IHS Markit Ltd. | 149.3 | 485 |
Segment Reconciling Items | ||
Segment Reporting Information [Line Items] | ||
Interest income | 0.1 | 0.4 |
Interest Expense | (55.5) | (61.2) |
Provision for income taxes | (30.3) | (4.3) |
Depreciation | (56.1) | (51.1) |
Amortization of Intangible Assets | (95.5) | (94.2) |
Stock-based compensation expense | (65.8) | (82.6) |
Restructuring and impairment charges | (1) | (4.5) |
Acquisition Related Costs | (9.2) | (0.7) |
Acquisition Related Performance Compensation | (3.9) | (0.2) |
Gain on sale of assets | 0.1 | 372.3 |
Pension Mark to Market and Settlement Expense | 0 | (21.2) |
Share of joint venture results not attributable to Adjusted EBITDA | (0.7) | (0.3) |
Adjusted EBITDA attributable to noncontrolling interest | 0.3 | 1 |
Net income attributable to IHS Markit Ltd. | 149.3 | 485 |
Financial Services Segment | ||
Segment Reporting Information [Line Items] | ||
Revenue | 484.5 | 436 |
Adjusted EBITDA | 232.9 | 205.4 |
Transportation Segment | ||
Segment Reporting Information [Line Items] | ||
Revenue | 311.7 | 297.2 |
Adjusted EBITDA | 146.7 | 118 |
Resources Segment | ||
Segment Reporting Information [Line Items] | ||
Revenue | 202.7 | 225.6 |
Adjusted EBITDA | 74.2 | 90.2 |
CMS Segment | ||
Segment Reporting Information [Line Items] | ||
Revenue | 121 | 122 |
Adjusted EBITDA | 26.1 | 29.4 |
Shared Services Segment | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | $ (13.1) | $ (11.4) |