x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Bermuda
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98-1166311
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(State or Other Jurisdiction of
Incorporation or Organization)
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(IRS Employer
Identification No.)
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Title of each class
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Name of each exchange on which registered
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Common Shares, $0.01 par value per share
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NASDAQ Global Select Market
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer
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o
(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Emerging growth company
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o
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“common shares”
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The common shares of IHS Markit Ltd., par value $0.01 per share
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“IHS”
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IHS Inc., a Delaware corporation and a subsidiary of IHS Markit, which is the accounting predecessor to IHS Markit in connection with the Merger, and its subsidiaries
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“IHS Markit”
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IHS Markit Ltd., a Bermuda exempted company, after completion of the Merger, and its subsidiaries
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“Markit”
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Markit Ltd., which was the name of IHS Markit prior to completion of the
Merger, and its subsidiaries
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“Merger”
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Merger of IHS and Markit, with IHS surviving the merger as an indirect and wholly owned subsidiary of IHS Markit, pursuant to that certain Agreement and Plan of Merger, dated as of March 20, 2016, and completed on July 12, 2016
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“We,” “Us,” “Company,” “Group,” or “Our”
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IHS Markit after completion of the Merger, and IHS or Markit, as the context requires, prior to completion of the Merger
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•
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Improving customer satisfaction;
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•
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Transportation,
which includes our Automotive; Maritime & Trade; and Aerospace, Defense & Security product offerings;
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•
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Consolidated Markets & Solutions,
which includes our Product Design; Technology, Media & Telecom; and Economics & Country Risk product offerings; and
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•
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Financial Services
, which includes our financial Information, Processing, and Solutions product offerings.
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•
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Trusted partner with diversified, global customer base and strong brand recognition.
We believe that our customers trust and rely on us for our consultative approach to product development, dedication to customer satisfaction, and ability to execute and deliver effective product and service offerings. Our industry expertise allows us to effectively anticipate, understand, and address our customers’ needs. The Merger has increased our capacity to address new markets and opportunities, and our global footprint allows us to serve our customers throughout the world and to introduce our products and services to customers in new markets. Our product offerings are well established and recognized in multiple industries. We also own a number of well-known brands, including CARFAX, CERAWeek, Jane’s, the Purchasing Managers Index series, and the iBoxx indices.
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•
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Breadth and depth of information and analytics.
Our customers benefit from a concentration of intellectual wealth and thought leadership in a variety of industries. We believe that our global team of information and industry experts, research analysts, and economists provides our customers with leading strategic information and research. We convert raw data into critical information through a series of transformational steps that reduce the uncertainty that is inherent in unrefined data. Our goal is to ensure that the information we provide through our product offerings is correct, current, complete, and consistent; therefore, we place a high degree of emphasis on the data transformation process. With our process, we believe that we are able to provide information and analytics that are both useful to our customers and available where and when needed. Our process also provides the foundation for the integration of our products and services into differentiated offerings and advanced analytics for the customers in our target industries.
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•
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Attractive financial model
. We believe we have an attractive financial model due to our recurring revenue, margin expansion, cash generation, and capital flexibility characteristics.
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◦
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Significant recurring revenue. We offer our products and services primarily through recurring fixed and variable fee agreements, and this business model has historically delivered stable revenue and predictable cash flows. For the year ended
November 30, 2017
, we generated approximately
83 percent
of our revenue from recurring revenue streams. Many of our offerings are core to our customers’ business operations, and we have long-term relationships with many of our customers.
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◦
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Solid margin expansion. Our customer focus and fiscal discipline has permitted us to progressively increase our margins as we streamline our operations and leverage our business model to provide valuable customer support.
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◦
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High cash generation. Our business has low capital requirements for product enhancement and new product development, allowing us to generate strong cash flow.
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◦
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Capital flexibility. Our cash flow model and credit quality provide us with a significant amount of flexibility in decision-making, allowing us to balance internal resource and investment needs with shareholder return.
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•
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Increase in geographic, product, and customer penetration.
We believe there are significant opportunities to add new customers and to increase the use of our products and services by existing customers. We plan to add new customers and build our relationships with existing customers by leveraging our existing sales channels, broad product portfolio, global footprint, and industry expertise to anticipate and respond to the changing demands of our end markets.
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•
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Introduce innovative offerings and enhancements.
To maintain and enhance our position as a leading information services provider, we introduce enhancements to our products and services, as well as launch new products and services. We maintain an active dialogue with our customers and partners to allow us to understand their needs and anticipate market developments. We also seek to develop innovative uses for our existing products and services to generate incremental revenue, find more cost-effective inputs to support our existing products and services, and facilitate development of profitable new products and services.
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•
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Pursue strategic acquisitions and partnerships.
We selectively evaluate technologies and businesses that we believe have potential to enhance, complement, or expand our product and service offerings and strengthen our value proposition to customers. We target acquisitions and partnerships that enable us to expand our existing addressable markets and that can be efficiently integrated into our global sales network, technology infrastructure, and operational delivery model to drive value. We believe we are an acquirer of choice among prospective acquisition targets and a partner of choice among our peers due to our entrepreneurial culture, growth, global scale, strong brand, broad distribution capabilities, and market position.
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•
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Our upstream offerings provide critical information and expertise around country E&P risk, plays & basins technical information, costs & technologies, and energy company information for approximately 15,000 assets worldwide, including more than 6.5 million oil and gas wells, 5,000 basins, more than 2,900 land rigs and 5,900 marine vessels, and a database of almost 50,000 merger and acquisition transactions. We do this through a combination of energy technical information, analytical tools, and market forecasting and consulting. For instance, strategic planners, geoscientists, and engineers use our insight and leading geotechnical database and analytical tools to facilitate exploration, development, and production of energy assets.
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•
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Our midstream and downstream offerings provide market forecasting, midstream market analysis and supply chain data, refining and marketing economics, and oil product intelligence. For instance, we are a leading provider of pricing information for refined products on spot, rack, and retail markets. This information provides critical reference and benchmark information for buyers and sellers of refined products. We are also a leading supplier of bespoke consulting, providing strategic direction and capital investment advisory services.
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Our PGCR offerings provide global and regional outlooks and forecasts for power, coal, gas, and renewable markets. Buyers and sellers in these markets use our studies to gain insight on market trends and fundamentals.
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Automotive. We serve the full automotive value chain with a focus on original equipment manufacturers (“OEMs”), parts suppliers, and dealers.
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Maritime & Trade (“M&T”). We have been gathering data on ships since 1764 when the first Lloyd’s Register of Ships was published. We provide, on behalf of the International Maritime Organization (“IMO”), the unique global ID (the IMO number) for all ocean-going ships over 100 gross tons. Our M&T content and analytics provide comprehensive data on close to 200,000 ships over 100 gross tons, as well as monthly import and export statistics on more than 90 countries and tracking and forecasting more than 90 percent of international trade by value.
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Aerospace, Defense & Security (“AD&S”). We are a significant provider of Open-Source Intelligence (“OSINT”) for national security organizations and aerospace & defense companies. Our AD&S content and analytics provide specifications for thousands of military vehicles, naval vessels, and aircraft types. Our budget forecasts cover more than 99 percent of global defense spending, and we have analyzed more than 300,000 terrorism-related events, with more analyzed and added each day.
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Product Design. Our Product Design offerings provide technical professionals with the information and insight required to more effectively design products, optimize engineering projects and outcomes, solve technical problems, and address complex supply chain challenges. Our Product Design offerings include content and analytics on millions of engineering and technical standards, codes, specifications, handbooks, reference books, journals, and other scientific and technical documents, accessed via advanced research tools. Our offerings also include software-based engineering decision engines for innovation, productivity, and quality.
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Technology, Media & Telecom. Our Technology, Media & Telecom offerings service the entire technology value chain, including components and devices, performance analytics, and end market intelligence. We deliver comprehensive insight and tools for managing technology parts, leveraging our component database of more than 500 million electronic parts. Our offerings enable customers to optimize their supplier and customer engagement strategy and differentiate their product portfolio from the competition. With our expert research, custom consulting, analytics, and component cost information, we provide insights on technology market share, supply chain, and adoption, as well as forecasts for key technology markets on a geographic, industry, and company level.
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Economics and Country Risk (“ECR”). We provide a vast range of economic and risk data, forecasts, and analytic tools to customers for their strategic market planning, procurement, and risk management decisions. Our economists and analysts globally monitor economic developments and the risk environment in more than 200 countries and regions.
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Information. Our Information offerings provide enriched content consisting of pricing and reference data, indices, and valuation and trading services across multiple asset classes and geographies through both direct and third-party distribution channels. Our Information products and services are used for independent valuations, research, trading, and liquidity and risk assessments. These products and services help our customers price instruments, comply with relevant regulatory reporting and risk management requirements, and analyze financial markets.
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Processing. Our Processing offerings provide trade processing products and services globally for over-the-counter (“OTC”) derivatives, foreign exchange (“FX”), and syndicated loans. Our trade processing services enable buy-side and sell-side firms to process transactions rapidly, which increases efficiency by optimizing post-trade workflow, reducing risk, complying with reporting regulations and improving connectivity. We believe we are the largest provider of end-to-end multiple asset OTC derivatives trade processing services, as well as the largest provider of syndicated loan processing services.
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•
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Solutions. Our Solutions offerings provide configurable enterprise software platforms, managed services, and hosted digital solutions. Our enterprise software delivers customized solutions to automate our customers’ in-house processing and connectivity for trading and post-trading processing, as well as enterprise risk management solutions to enable customers to calculate risk measures. Our managed services and hosted digital solutions offerings, which are targeted at a broad range of financial services industry participants, help our customers capture, organize, process, display, and analyze information; manage risk; reduce fixed costs; and meet regulatory requirements.
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Depth, breadth, timeliness, and accuracy of information and data provided
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Resources. Our Energy and Chemical offerings compete primarily with offerings from Verisk, DrillingInfo, Schlumberger, Halliburton, GeoScout, Reed Elsevier, Argus, Genscape, S&P Global, and Nexant.
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•
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Transportation. In the Automotive market, we primarily compete with offerings from LMC Automotive, Urban Science, and Experian and, with respect to vehicle history reports, principally with Experian and various other providers approved by the National Motor Vehicle Title Information System of the United States Department of
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CMS. Our Product Design offerings primarily compete with offerings of Thomson Scientific, Techstreet, SAI Global, Clarivate Analytics, and the standards developing organizations (“SDOs”), among others. Our Technology, Media & Telecom and electronic design offerings compete principally with offerings from Interactive Data, Gartner, Ampere, Arrow Electronics, SiliconExpert and parts manufacturers and distributors. Our ECR offerings compete primarily with offerings from the Economist Group, Oxford Economics, BMI Research, Moody’s, McGraw-Hill Education, Control Risks, and Verisk.
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Financial Services. Our Information offerings primarily compete with offerings of Bloomberg, FactSet, IntercontinentalExchange, S&P Global, MSCI, and Thomson Reuters. Our Processing products and services primarily compete with Bloomberg, IntercontinentalExchange, Traiana, Nasdaq, DTCC, and Thomson Reuters. Our Solutions offerings primarily compete with firms such as BlackRock, Bloomberg, IBM Algorithmics, Thomson Reuters, SS&C, AcadiaSoft, and global accounting and consulting firms.
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•
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difficulties in integrating operations and systems and maintaining institutional knowledge and procedures;
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•
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challenges in conforming standards, controls, procedures and accounting and other policies, business cultures and compensation structures between the two companies;
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•
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difficulties in attracting and retaining key personnel;
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challenges in keeping existing, and developing new, customers and business relationships;
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difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects from the combination;
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•
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difficulties in managing the expanded operations of a significantly larger and more complex and geographically diverse company;
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•
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unanticipated transaction and integration expenses;
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•
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contingent liabilities (including contingent tax liabilities) that are larger than expected; and
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•
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potential unknown liabilities, adverse consequences and unforeseen increased expenses associated with the Merger, including possible adverse tax consequences pursuant to changes in applicable tax laws, regulations, or other administrative guidance.
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making it more difficult for us to satisfy our indebtedness obligations and our other ongoing business obligations, which may result in defaults;
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•
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events of default if we fail to comply with the financial and other covenants contained in the agreements governing our debt instruments, which could result in all of our debt becoming immediately due and payable or require us to negotiate an amendment to financial or other covenants that could cause us to incur additional fees and expenses;
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•
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sensitivity to interest rate increases on our variable rate outstanding indebtedness, which could cause our debt service obligations to increase significantly;
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reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes, and limiting our ability to obtain additional financing for these purposes;
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limiting our flexibility in planning for, or reacting to, and increasing our vulnerability to, changes in our business, the industries in which we operate, and the overall economy;
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placing us at a competitive disadvantage compared to any of our competitors that have less debt or are less leveraged; and
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increasing our vulnerability to the impact of adverse economic and industry conditions.
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a classified board of directors with staggered three-year terms;
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directors only to be removed for cause;
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restrictions on the time period in which directors may be nominated;
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our Board of Directors to determine the powers, preferences and rights of our preference shares and to issue the preference shares without shareholder approval; and
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•
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an affirmative vote of 66-2/3% of our voting shares for certain “business combination” transactions which have not been approved by our Board of Directors.
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Fiscal Year 2017 Quarters Ended:
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High
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Low
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||||
February 28, 2017
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$
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40.88
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$
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34.20
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May 31, 2017
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47.06
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37.82
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August 31, 2017
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47.92
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43.34
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November 30, 2017
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48.53
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42.40
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Fiscal Year 2016 Quarters Ended:
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High
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Low
|
||||
February 29, 2016
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$
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30.50
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$
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26.01
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May 31, 2016
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35.77
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27.52
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||
August 31, 2016
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37.50
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30.38
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November 30, 2016
|
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37.85
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34.13
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Equity Compensation Plan Information
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||||||
Plan Category
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Number of securities to be issued upon exercise of outstanding options, warrants and rights
( a ) |
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Weighted-average exercise price of outstanding options, warrants, and rights
( b ) |
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Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a))
( c ) |
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Equity compensation plans approved by security holders
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37.3
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(1)
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$
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25.69
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(2)
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28.3
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(3)
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Equity compensation plans not approved by security holders
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N/A
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N/A
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N/A
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Total
|
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37.3
|
|
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N/A
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28.3
|
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(1) Includes (a) 25.3 million stock options, (b) 9.1 million restricted share units and 1.3 million performance share units at target performance levels that were issued with no exercise price or other consideration, (c) 1.3 million shares reserved for issuance if maximum performance on performance share units is met, and (d) 0.3 million deferred share units payable to non-employee directors upon their termination of service.
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(2) The weighted-average exercise price is reported for the outstanding stock options reported in the first column. There are no exercise prices for the restricted share units, performance share units, or deferred share units included in the first column. There are no other outstanding warrants or rights.
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(3) Includes shares repurchased by the Company upon vesting of restricted share units and performance share units for tax withholding obligations.
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Total Number of Shares
Purchased
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Average
Price Paid
per Share
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Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
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Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (in millions)
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||||||
September 1 - September 30, 2017:
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||||||
Share repurchase programs
(1)
|
—
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|
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$
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—
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|
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—
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|
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$
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679.4
|
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Employee transactions
(2)
|
33,423
|
|
|
$
|
47.29
|
|
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N/A
|
|
|
N/A
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Accelerated share repurchase program
(3)
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1,181,351
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|
N/A (3)
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1,181,351
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N/A
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October 1 - October 31, 2017:
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||||||
Share repurchase programs
(1)
|
—
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|
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$
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—
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|
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—
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|
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$
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1,679.4
|
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Employee transactions
(2)
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17,529
|
|
|
$
|
43.93
|
|
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N/A
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|
|
N/A
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November 1 - November 30, 2017:
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||||||
Share repurchase programs
(1)
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—
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$
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—
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|
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—
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$
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1,679.4
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Employee transactions
(2)
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121,693
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$
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43.81
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N/A
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N/A
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Total share repurchases
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1,353,996
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$
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44.50
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1,181,351
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Years Ended November 30,
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2017
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2016
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2015
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2014
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2013
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||||||||||
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(in millions, except for per share amounts)
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Statement of Operations Data:
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||||||||||
Revenue
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$
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3,599.7
|
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$
|
2,734.8
|
|
$
|
2,184.3
|
|
$
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2,079.8
|
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$
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1,692.0
|
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|
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||||||||||
Income from continuing operations attributable to IHS Markit Ltd.
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$
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416.9
|
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$
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143.6
|
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$
|
188.9
|
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$
|
178.0
|
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$
|
116.5
|
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Income from discontinued operations
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—
|
|
9.2
|
|
51.3
|
|
16.5
|
|
15.2
|
|
|||||
Net income attributable to IHS Markit Ltd.
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$
|
416.9
|
|
$
|
152.8
|
|
$
|
240.2
|
|
$
|
194.5
|
|
$
|
131.7
|
|
|
|
|
|
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||||||||||
Basic earnings per share:
|
|
|
|
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|
||||||||||
Income from continuing operations attributable to IHS Markit Ltd.
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$
|
1.04
|
|
$
|
0.46
|
|
$
|
0.78
|
|
$
|
0.73
|
|
$
|
0.49
|
|
Income from discontinued operations
|
—
|
|
0.03
|
|
0.21
|
|
0.07
|
|
0.06
|
|
|||||
Net income attributable to IHS Markit Ltd.
|
$
|
1.04
|
|
$
|
0.49
|
|
$
|
0.99
|
|
$
|
0.80
|
|
$
|
0.56
|
|
|
|
|
|
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|
||||||||||
Diluted earnings per share:
|
|
|
|
|
|
||||||||||
Income from continuing operations attributable to IHS Markit Ltd.
|
$
|
1.00
|
|
$
|
0.45
|
|
$
|
0.77
|
|
$
|
0.72
|
|
$
|
0.49
|
|
Income from discontinued operations
|
—
|
|
0.03
|
|
0.21
|
|
0.07
|
|
0.06
|
|
|||||
Net income attributable to IHS Markit Ltd.
|
$
|
1.00
|
|
$
|
0.48
|
|
$
|
0.97
|
|
$
|
0.79
|
|
$
|
0.55
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data (as of period end):
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
133.8
|
|
$
|
138.9
|
|
$
|
291.6
|
|
$
|
153.2
|
|
$
|
258.4
|
|
Total assets
|
$
|
14,554.4
|
|
$
|
13,936.6
|
|
$
|
5,577.5
|
|
$
|
5,272.1
|
|
$
|
5,359.6
|
|
Total long-term debt and capital leases
|
$
|
3,617.3
|
|
$
|
3,279.3
|
|
$
|
2,071.5
|
|
$
|
1,806.1
|
|
$
|
1,779.1
|
|
Total stockholders' equity
|
$
|
8,004.4
|
|
$
|
8,084.4
|
|
$
|
2,200.9
|
|
$
|
2,159.5
|
|
$
|
1,907.0
|
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
Transportation,
which includes our Automotive; Maritime & Trade; and Aerospace, Defense & Security product offerings;
|
•
|
Consolidated Markets & Solutions,
which includes our Product Design; Technology, Media & Telecom; and Economics & Country Risk product offerings; and
|
•
|
Financial Services
, which includes our financial Information, Processing, and Solutions product offerings.
|
•
|
Organic
– We define organic revenue growth as total revenue growth from continuing operations for all factors other than acquisitions and foreign currency movements. We drive this type of revenue growth through value realization (pricing), expanding wallet share of existing customers through up-selling and cross-selling efforts, securing new customer business, and through the sale of new or enhanced product offerings.
|
•
|
Acquisitive
– We define acquisitive revenue as the revenue generated from acquired products and services from the date of acquisition to the first anniversary date of that acquisition. This type of growth comes as a result of our strategy to purchase, integrate, and leverage the value of assets we acquire. We also include the impact of divestitures in this growth metric. Due to the size of the Merger, we have not included Markit’s 2017 reported results versus 2016 results in the acquisitive category, nor have we included 2016 reported stub period results versus 2015 stub period results in the acquisitive category, but have broken out their respective period results in the organic, acquisitive (for acquisitions completed by legacy Markit prior to the Merger), and foreign currency growth metrics.
|
•
|
Foreign currency
– We define the foreign currency impact on revenue as the difference between current revenue at current exchange rates and current revenue at the corresponding prior period exchange rates. Due to the significance of revenue transacted in foreign currencies, we believe it is important to measure the impact of foreign currency movements on revenue.
|
•
|
Recurring fixed revenue
represents revenue generated from contracts specifying a relatively fixed fee for services delivered over the life of the contract. 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, and the revenue is usually recognized over the life of the contract. The initial term of these contracts is typically annual and non-cancellable for the term of the subscription and may contain provisions for minimum monthly payments.
|
•
|
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. Many of
|
•
|
Non-recurring revenue
represents consulting (e.g., research and analysis, modeling, and forecasting), services, single-document product sales, software license sales and associated services, conferences and events, and advertising. Our non-recurring products and services are an important part of our business because they complement our recurring business in creating strong and comprehensive customer relationships.
|
|
|
Impact to Pension Results - U.S. and U.K. RIP
|
||||||
Change in assumption
|
|
Increase/(Decrease) to 2017 Pre-Tax Expense
|
|
Increase/(Decrease) to November 30, 2017 PBO
|
||||
50-basis-point decrease in discount rate
|
|
$
|
8.3
|
|
|
$
|
14.5
|
|
50-basis-point increase in discount rate
|
|
(0.8
|
)
|
|
(13.1
|
)
|
||
50-basis-point decrease in expected return on assets
|
|
0.9
|
|
|
—
|
|
||
50-basis-point increase in expected return on assets
|
|
(0.9
|
)
|
|
—
|
|
|
|
Increase (Decrease) in Total Revenue
|
|||||||
(All amounts represent percentage points)
|
|
Organic
|
|
Acquisitive
|
|
Foreign
Currency
|
|||
2017 vs. 2016
|
|
4
|
%
|
|
29
|
%
|
|
(1
|
)%
|
2016 vs. 2015
|
|
—
|
%
|
|
27
|
%
|
|
(2
|
)%
|
|
|
Year ended November 30,
|
|
% Change 2017 vs. 2016
|
|
% Change 2016 vs. 2015
|
||||||||||||
(In millions, except percentages)
|
|
2017
|
|
2016
|
|
2015
|
|
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Resources
|
|
$
|
839.3
|
|
|
$
|
860.8
|
|
|
$
|
884.6
|
|
|
(2
|
)%
|
|
(3
|
)%
|
Transportation
|
|
991.6
|
|
|
892.8
|
|
|
758.4
|
|
|
11
|
%
|
|
18
|
%
|
|||
CMS
|
|
535.9
|
|
|
532.2
|
|
|
541.3
|
|
|
1
|
%
|
|
(2
|
)%
|
|||
Financial Services
|
|
1,232.9
|
|
|
449.0
|
|
|
—
|
|
|
N/M
|
|
|
N/M
|
|
|||
Total revenue
|
|
$
|
3,599.7
|
|
|
$
|
2,734.8
|
|
|
$
|
2,184.3
|
|
|
32
|
%
|
|
25
|
%
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||||||||||
(All amounts represent percentage points)
|
Organic
|
|
Acquisitive
|
|
Foreign
Currency
|
|
Organic
|
|
Acquisitive
|
|
Foreign
Currency
|
||||||
Resources revenue
|
(4
|
)%
|
|
2
|
%
|
|
—
|
%
|
|
(9
|
)%
|
|
8
|
%
|
|
(1
|
)%
|
Transportation revenue
|
10
|
%
|
|
2
|
%
|
|
—
|
%
|
|
10
|
%
|
|
8
|
%
|
|
(1
|
)%
|
CMS revenue
|
2
|
%
|
|
—
|
%
|
|
(1
|
)%
|
|
(2
|
)%
|
|
2
|
%
|
|
(2
|
)%
|
Financial Services revenue
|
7
|
%
|
|
—
|
%
|
|
(1
|
)%
|
|
4
|
%
|
|
2
|
%
|
|
(4
|
)%
|
|
|
Year ended November 30,
|
|
% Change 2017 vs. 2016
|
|
% Change 2016 vs. 2015
|
||||||||||||
(In millions, except percentages)
|
|
2017
|
|
2016
|
|
2015
|
|
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Recurring fixed
|
|
$
|
2,550.0
|
|
|
$
|
2,074.5
|
|
|
$
|
1,768.5
|
|
|
23
|
%
|
|
17
|
%
|
Recurring variable
|
|
449.0
|
|
|
164.1
|
|
|
—
|
|
|
N/M
|
|
|
N/M
|
|
|||
Non-recurring
|
|
600.7
|
|
|
496.2
|
|
|
415.8
|
|
|
21
|
%
|
|
19
|
%
|
|||
Total revenue
|
|
$
|
3,599.7
|
|
|
$
|
2,734.8
|
|
|
$
|
2,184.3
|
|
|
32
|
%
|
|
25
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
As a percent of total revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Recurring fixed
|
|
71
|
%
|
|
76
|
%
|
|
81
|
%
|
|
|
|
|
|||||
Recurring variable
|
|
12
|
%
|
|
6
|
%
|
|
—
|
%
|
|
|
|
|
|||||
Non-recurring
|
|
17
|
%
|
|
18
|
%
|
|
19
|
%
|
|
|
|
|
|
Year ended November 30,
|
|
% Change 2017 vs. 2016
|
|
% Change 2016 vs. 2015
|
||||||||||||
(In millions, except percentages)
|
2017
|
|
2016
|
|
2015
|
|
|
||||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of revenue
|
$
|
1,348.4
|
|
|
$
|
1,037.7
|
|
|
$
|
819.2
|
|
|
30
|
%
|
|
27
|
%
|
SG&A expense
|
1,096.0
|
|
|
907.1
|
|
|
795.3
|
|
|
21
|
%
|
|
14
|
%
|
|||
Total cost of revenue and SG&A expense
|
$
|
2,444.4
|
|
|
$
|
1,944.8
|
|
|
$
|
1,614.5
|
|
|
26
|
%
|
|
20
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization expense
|
$
|
492.5
|
|
|
$
|
335.7
|
|
|
$
|
215.1
|
|
|
47
|
%
|
|
56
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||||
As a percent of revenue:
|
|
|
|
|
|
|
|
|
|
||||||||
Total cost of revenue and SG&A expense
|
68
|
%
|
|
71
|
%
|
|
74
|
%
|
|
|
|
|
|||||
Depreciation and amortization expense
|
14
|
%
|
|
12
|
%
|
|
10
|
%
|
|
|
|
|
|
Year ended November 30,
|
|
% Change 2017 vs. 2016
|
|
% Change 2016 vs. 2015
|
||||||||||||
(In millions, except percentages)
|
2017
|
|
2016
|
|
2015
|
|
|
||||||||||
Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
||||||||
Resources
|
$
|
360.2
|
|
|
$
|
367.8
|
|
|
$
|
356.8
|
|
|
(2
|
)%
|
|
3
|
%
|
Transportation
|
408.6
|
|
|
353.3
|
|
|
282.7
|
|
|
16
|
%
|
|
25
|
%
|
|||
CMS
|
125.2
|
|
|
127.5
|
|
|
106.8
|
|
|
(2
|
)%
|
|
19
|
%
|
|||
Financial Services
|
553.7
|
|
|
190.4
|
|
|
—
|
|
|
N/M
|
|
|
N/M
|
|
|||
Shared services
|
(57.8
|
)
|
|
(51.3
|
)
|
|
(49.9
|
)
|
|
13
|
%
|
|
3
|
%
|
|||
Total Adjusted EBITDA
|
$
|
1,389.9
|
|
|
$
|
987.7
|
|
|
$
|
696.4
|
|
|
41
|
%
|
|
42
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||||
As a percent of segment revenue:
|
|
|
|
|
|
|
|
|
|
||||||||
Resources
|
43
|
%
|
|
43
|
%
|
|
40
|
%
|
|
|
|
|
|||||
Transportation
|
41
|
%
|
|
40
|
%
|
|
37
|
%
|
|
|
|
|
|||||
CMS
|
23
|
%
|
|
24
|
%
|
|
20
|
%
|
|
|
|
|
|||||
Financial Services
|
45
|
%
|
|
42
|
%
|
|
N/M
|
|
|
|
|
|
|
Year ended November 30,
|
|
% Change 2017 vs. 2016
|
|
% Change 2016 vs. 2015
|
||||||||||||
(In millions, except percentages)
|
2017
|
|
2016
|
|
2015
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to IHS Markit Ltd.
|
$
|
416.9
|
|
|
$
|
152.8
|
|
|
$
|
240.2
|
|
|
173
|
%
|
|
(36
|
)%
|
Interest income
|
(2.2
|
)
|
|
(1.3
|
)
|
|
(0.9
|
)
|
|
|
|
|
|||||
Interest expense
|
154.3
|
|
|
119.4
|
|
|
70.9
|
|
|
|
|
|
|||||
Provision (benefit) for income taxes
|
(49.9
|
)
|
|
(5.1
|
)
|
|
48.9
|
|
|
|
|
|
|||||
Depreciation
|
157.0
|
|
|
114.8
|
|
|
85.0
|
|
|
|
|
|
|||||
Amortization
|
335.5
|
|
|
220.9
|
|
|
130.1
|
|
|
|
|
|
|||||
EBITDA
|
$
|
1,011.6
|
|
|
$
|
601.5
|
|
|
$
|
574.2
|
|
|
68
|
%
|
|
5
|
%
|
Stock-based compensation expense
|
261.9
|
|
|
203.9
|
|
|
128.9
|
|
|
|
|
|
|||||
Restructuring charges
|
—
|
|
|
22.8
|
|
|
39.4
|
|
|
|
|
|
|||||
Acquisition-related costs
|
103.1
|
|
|
161.2
|
|
|
1.5
|
|
|
|
|
|
|||||
Acquisition-related performance compensation
|
9.9
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||||
Litigation charges related to class action suit
|
—
|
|
|
0.1
|
|
|
—
|
|
|
|
|
|
|||||
Loss on debt extinguishment
|
—
|
|
|
0.6
|
|
|
—
|
|
|
|
|
|
|||||
Impairment of assets
|
—
|
|
|
—
|
|
|
1.2
|
|
|
|
|
|
|||||
Gain on sale of assets
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
|
|
|
|||||
Pension adjustment expense
|
5.4
|
|
|
8.4
|
|
|
2.5
|
|
|
|
|
|
|||||
Share of joint venture results not attributable to Adjusted EBITDA
|
(1.2
|
)
|
|
0.3
|
|
|
—
|
|
|
|
|
|
|||||
Adjusted EBITDA attributable to noncontrolling interest
|
(0.8
|
)
|
|
(1.2
|
)
|
|
—
|
|
|
|
|
|
|||||
Income from discontinued operations, net
|
—
|
|
|
(9.2
|
)
|
|
(51.3
|
)
|
|
|
|
|
|||||
Adjusted EBITDA
|
$
|
1,389.9
|
|
|
$
|
987.7
|
|
|
$
|
696.4
|
|
|
41
|
%
|
|
42
|
%
|
Adjusted EBITDA as a percentage of revenue
|
38.6
|
%
|
|
36.1
|
%
|
|
31.9
|
%
|
|
|
|
|
(In millions, except percentages)
|
As of November 30, 2017
|
|
As of November 30, 2016
|
|
Dollar change
|
|
Percent change
|
|||||||
Accounts receivable, net
|
$
|
693.5
|
|
|
$
|
635.6
|
|
|
$
|
57.9
|
|
|
9
|
%
|
Accrued compensation
|
$
|
157.4
|
|
|
$
|
174.0
|
|
|
$
|
(16.6
|
)
|
|
(10
|
)%
|
Deferred revenue
|
$
|
790.8
|
|
|
$
|
770.2
|
|
|
$
|
20.6
|
|
|
3
|
%
|
|
Year ended November 30,
|
|
% Change 2017 vs. 2016
|
|
% Change 2016 vs. 2015
|
||||||||||||
(In millions, except percentages)
|
2017
|
|
2016
|
|
2015
|
|
|
||||||||||
Net cash provided by operating activities
|
$
|
961.5
|
|
|
$
|
638.3
|
|
|
$
|
612.6
|
|
|
51
|
%
|
|
4
|
%
|
Net cash used in investing activities
|
$
|
(646.3
|
)
|
|
$
|
(982.8
|
)
|
|
$
|
(496.0
|
)
|
|
(34
|
)%
|
|
98
|
%
|
Net cash provided by (used in) financing activities
|
$
|
(329.3
|
)
|
|
$
|
177.5
|
|
|
$
|
45.4
|
|
|
(286
|
)%
|
|
291
|
%
|
|
Year ended November 30,
|
|
% Change 2017 vs. 2016
|
|
% Change 2016 vs. 2015
|
||||||||||||
(In millions, except percentages)
|
2017
|
|
2016
|
|
2015
|
|
|
||||||||||
Net cash provided by operating activities
|
$
|
961.5
|
|
|
$
|
638.3
|
|
|
$
|
612.6
|
|
|
|
|
|
||
Capital expenditures on property and equipment
|
(260.2
|
)
|
|
(147.6
|
)
|
|
(122.9
|
)
|
|
|
|
|
|||||
Free cash flow
|
$
|
701.3
|
|
|
$
|
490.7
|
|
|
$
|
489.7
|
|
|
43
|
%
|
|
—
|
%
|
|
|
|
|
Payment due by period
|
||||||||||||||||
Contractual Obligations and Commercial Commitments
|
|
Total
|
|
Less than 1 year
|
|
1 - 3 years
|
|
3 - 5 years
|
|
More than 5 years
|
||||||||||
Term loans, notes, and interest
|
|
$
|
3,985.6
|
|
|
$
|
700.2
|
|
|
$
|
485.9
|
|
|
$
|
1,845.0
|
|
|
$
|
954.5
|
|
Operating lease obligations
|
|
675.0
|
|
|
104.2
|
|
|
169.7
|
|
|
130.3
|
|
|
270.8
|
|
|||||
Unconditional purchase obligations
|
|
117.2
|
|
|
43.0
|
|
|
55.3
|
|
|
18.9
|
|
|
—
|
|
|||||
Total
|
|
$
|
4,777.8
|
|
|
$
|
847.4
|
|
|
$
|
710.9
|
|
|
$
|
1,994.2
|
|
|
$
|
1,225.3
|
|
Item 8.
|
Financial Statements and Supplementary Data
|
Consolidated Financial Statements
|
|
As of
|
|
As of
|
||||
|
November 30, 2017
|
|
November 30, 2016
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
133.8
|
|
|
$
|
138.9
|
|
Accounts receivable, net
|
693.5
|
|
|
635.6
|
|
||
Income tax receivable
|
31.9
|
|
|
26.0
|
|
||
Deferred subscription costs
|
62.8
|
|
|
55.6
|
|
||
Other current assets
|
93.0
|
|
|
77.4
|
|
||
Total current assets
|
1,015.0
|
|
|
933.5
|
|
||
Non-current assets:
|
|
|
|
||||
Property and equipment, net
|
531.3
|
|
|
416.2
|
|
||
Intangible assets, net
|
4,188.3
|
|
|
4,351.8
|
|
||
Goodwill
|
8,778.5
|
|
|
8,209.8
|
|
||
Deferred income taxes
|
7.1
|
|
|
14.8
|
|
||
Other
|
34.2
|
|
|
10.5
|
|
||
Total non-current assets
|
13,539.4
|
|
|
13,003.1
|
|
||
Total assets
|
$
|
14,554.4
|
|
|
$
|
13,936.6
|
|
Liabilities and equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Short-term debt
|
$
|
576.0
|
|
|
$
|
104.6
|
|
Accounts payable
|
53.4
|
|
|
58.9
|
|
||
Accrued compensation
|
157.4
|
|
|
174.0
|
|
||
Accrued royalties
|
42.2
|
|
|
35.7
|
|
||
Other accrued expenses
|
280.8
|
|
|
257.1
|
|
||
Income tax payable
|
5.5
|
|
|
11.9
|
|
||
Deferred revenue
|
790.8
|
|
|
770.2
|
|
||
Total current liabilities
|
1,906.1
|
|
|
1,412.4
|
|
||
Long-term debt, net
|
3,617.3
|
|
|
3,279.3
|
|
||
Accrued pension and postretirement liability
|
31.8
|
|
|
33.0
|
|
||
Deferred income taxes
|
869.8
|
|
|
995.1
|
|
||
Other liabilities
|
105.9
|
|
|
74.7
|
|
||
Commitments and contingencies
|
|
|
|
||||
Redeemable noncontrolling interests
|
19.1
|
|
|
57.7
|
|
||
Shareholders' equity:
|
|
|
|
||||
Common shares, $0.01 par value, 3,000.0 authorized, 468.7 and 454.1 issued, and 399.2 and 415.0 outstanding at November 30, 2017 and 2016, respectively
|
4.7
|
|
|
4.5
|
|
||
Additional paid-in capital
|
7,612.1
|
|
|
7,210.9
|
|
||
Treasury shares, at cost: 69.5 and 39.1 at November 30, 2017 and 2016, respectively
|
(1,745.0
|
)
|
|
(499.1
|
)
|
||
Retained earnings
|
2,217.6
|
|
|
1,806.9
|
|
||
Accumulated other comprehensive loss
|
(85.0
|
)
|
|
(438.8
|
)
|
||
Total shareholders' equity
|
8,004.4
|
|
|
8,084.4
|
|
||
Total liabilities and equity
|
$
|
14,554.4
|
|
|
$
|
13,936.6
|
|
|
|
Year ended November 30,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Revenue
|
|
$
|
3,599.7
|
|
|
$
|
2,734.8
|
|
|
$
|
2,184.3
|
|
Operating expenses:
|
|
|
|
|
|
|
||||||
Cost of revenue
|
|
1,348.4
|
|
|
1,037.7
|
|
|
819.2
|
|
|||
Selling, general and administrative
|
|
1,096.0
|
|
|
907.1
|
|
|
795.3
|
|
|||
Depreciation and amortization
|
|
492.5
|
|
|
335.7
|
|
|
215.1
|
|
|||
Restructuring charges
|
|
—
|
|
|
22.8
|
|
|
39.4
|
|
|||
Acquisition-related costs
|
|
113.0
|
|
|
161.2
|
|
|
1.5
|
|
|||
Net periodic pension and postretirement expense
|
|
6.9
|
|
|
10.0
|
|
|
4.5
|
|
|||
Other expense (income), net
|
|
18.7
|
|
|
(0.1
|
)
|
|
1.5
|
|
|||
Total operating expenses
|
|
3,075.5
|
|
|
2,474.4
|
|
|
1,876.5
|
|
|||
Operating income
|
|
524.2
|
|
|
260.4
|
|
|
307.8
|
|
|||
Interest income
|
|
2.2
|
|
|
1.3
|
|
|
0.9
|
|
|||
Interest expense
|
|
(154.3
|
)
|
|
(119.4
|
)
|
|
(70.9
|
)
|
|||
Non-operating expense, net
|
|
(152.1
|
)
|
|
(118.1
|
)
|
|
(70.0
|
)
|
|||
Income from continuing operations before income taxes and equity in loss of equity method investee
|
|
372.1
|
|
|
142.3
|
|
|
237.8
|
|
|||
Benefit (provision) for income taxes
|
|
49.9
|
|
|
5.1
|
|
|
(48.9
|
)
|
|||
Equity in loss of equity method investee
|
|
(5.0
|
)
|
|
(4.5
|
)
|
|
—
|
|
|||
Income from continuing operations
|
|
417.0
|
|
|
142.9
|
|
|
188.9
|
|
|||
Income from discontinued operations, net
|
|
—
|
|
|
9.2
|
|
|
51.3
|
|
|||
Net income
|
|
$
|
417.0
|
|
|
$
|
152.1
|
|
|
$
|
240.2
|
|
Net (income) loss attributable to noncontrolling interest
|
|
(0.1
|
)
|
|
0.7
|
|
|
—
|
|
|||
Net income attributable to IHS Markit Ltd.
|
|
$
|
416.9
|
|
|
$
|
152.8
|
|
|
240.2
|
|
|
|
|
|
|
|
|
|
||||||
Basic earnings per share:
|
|
|
|
|
|
|
||||||
Income from continuing operations attributable to IHS Markit Ltd.
|
|
$
|
1.04
|
|
|
$
|
0.46
|
|
|
$
|
0.78
|
|
Income from discontinued operations, net
|
|
—
|
|
|
0.03
|
|
|
0.21
|
|
|||
Net income attributable to IHS Markit Ltd.
|
|
$
|
1.04
|
|
|
$
|
0.49
|
|
|
$
|
0.99
|
|
Weighted average shares used in computing basic earnings per share
|
|
400.3
|
|
|
309.2
|
|
|
243.4
|
|
|||
|
|
|
|
|
|
|
||||||
Diluted earnings per share:
|
|
|
|
|
|
|
||||||
Income from continuing operations attributable to IHS Markit Ltd.
|
|
$
|
1.00
|
|
|
$
|
0.45
|
|
|
$
|
0.77
|
|
Income from discontinued operations, net
|
|
—
|
|
|
0.03
|
|
|
0.21
|
|
|||
Net income attributable to IHS Markit Ltd.
|
|
$
|
1.00
|
|
|
$
|
0.48
|
|
|
$
|
0.97
|
|
Weighted average shares used in computing diluted earnings per share
|
|
416.2
|
|
|
316.3
|
|
|
246.4
|
|
|
|
Year ended November 30,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net income
|
|
$
|
417.0
|
|
|
$
|
152.1
|
|
|
$
|
240.2
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
||||||
Net hedging activities
(1)
|
|
6.6
|
|
|
4.1
|
|
|
(5.1
|
)
|
|||
Net pension liability adjustment
(2)
|
|
1.4
|
|
|
(1.3
|
)
|
|
0.5
|
|
|||
Foreign currency translation adjustment
|
|
345.8
|
|
|
(250.4
|
)
|
|
(79.9
|
)
|
|||
Total other comprehensive income (loss)
|
|
353.8
|
|
|
(247.6
|
)
|
|
(84.5
|
)
|
|||
Comprehensive income (loss)
|
|
$
|
770.8
|
|
|
$
|
(95.5
|
)
|
|
$
|
155.7
|
|
Comprehensive (income) loss attributable to noncontrolling interest
|
|
(0.1
|
)
|
|
0.7
|
|
|
—
|
|
|||
Comprehensive income (loss) attributable to IHS Markit Ltd.
|
|
$
|
770.7
|
|
|
$
|
(94.8
|
)
|
|
$
|
155.7
|
|
|
|
|
|
|
|
|
||||||
(1)
Net of tax benefit (expense) of $(1.7), $(2.8), and $3.3 for the years ended November 30, 2017, 2016, and 2015, respectively.
|
||||||||||||
(2)
Net of tax benefit (expense) of $(1.2), $0.6, and $(0.6) for the years ended November 30, 2017, 2016, and 2015, respectively.
|
|
Year ended November 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income attributable to IHS Markit Ltd.
|
$
|
416.9
|
|
|
$
|
152.8
|
|
|
$
|
240.2
|
|
Reconciliation of net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
492.5
|
|
|
335.7
|
|
|
235.5
|
|
|||
Stock-based compensation expense
|
261.9
|
|
|
206.2
|
|
|
135.4
|
|
|||
Gain on sale of business
|
—
|
|
|
(41.5
|
)
|
|
—
|
|
|||
Impairment of assets
|
—
|
|
|
—
|
|
|
4.6
|
|
|||
Excess tax benefit from stock-based compensation
|
—
|
|
|
(5.6
|
)
|
|
(5.5
|
)
|
|||
Net periodic pension and postretirement expense
|
6.9
|
|
|
10.0
|
|
|
4.5
|
|
|||
Undistributed loss of affiliates, net
|
5.3
|
|
|
2.2
|
|
|
—
|
|
|||
Pension and postretirement contributions
|
(5.7
|
)
|
|
(5.7
|
)
|
|
(5.9
|
)
|
|||
Deferred income taxes
|
(100.1
|
)
|
|
6.7
|
|
|
(34.9
|
)
|
|||
Change in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
(27.5
|
)
|
|
(8.5
|
)
|
|
56.1
|
|
|||
Other current assets
|
(34.6
|
)
|
|
12.3
|
|
|
(15.6
|
)
|
|||
Accounts payable
|
(20.0
|
)
|
|
(12.5
|
)
|
|
(4.1
|
)
|
|||
Accrued expenses
|
(42.8
|
)
|
|
35.6
|
|
|
(0.1
|
)
|
|||
Income tax
|
(14.7
|
)
|
|
(44.7
|
)
|
|
32.1
|
|
|||
Deferred revenue
|
4.7
|
|
|
(14.6
|
)
|
|
(34.2
|
)
|
|||
Other liabilities
|
18.7
|
|
|
9.9
|
|
|
4.5
|
|
|||
Net cash provided by operating activities
|
961.5
|
|
|
638.3
|
|
|
612.6
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Capital expenditures on property and equipment
|
(260.2
|
)
|
|
(147.6
|
)
|
|
(122.9
|
)
|
|||
Acquisitions of businesses, net of cash acquired
|
(401.1
|
)
|
|
(1,014.4
|
)
|
|
(369.9
|
)
|
|||
Proceeds from sale of business
|
—
|
|
|
190.9
|
|
|
—
|
|
|||
Change in other assets
|
0.5
|
|
|
(4.5
|
)
|
|
(3.8
|
)
|
|||
Settlements of forward contracts
|
14.5
|
|
|
(7.2
|
)
|
|
0.6
|
|
|||
Net cash used in investing activities
|
(646.3
|
)
|
|
(982.8
|
)
|
|
(496.0
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Proceeds from borrowings
|
3,194.5
|
|
|
4,018.0
|
|
|
550.0
|
|
|||
Repayment of borrowings
|
(2,381.2
|
)
|
|
(3,364.8
|
)
|
|
(261.2
|
)
|
|||
Payment of debt issuance costs
|
(14.4
|
)
|
|
(22.8
|
)
|
|
—
|
|
|||
Payments for purchase of noncontrolling interests
|
(57.0
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from noncontrolling interests
|
7.5
|
|
|
—
|
|
|
—
|
|
|||
Contingent consideration payments
|
(2.6
|
)
|
|
—
|
|
|
—
|
|
|||
Repurchases of common shares
|
(1,317.8
|
)
|
|
(570.0
|
)
|
|
(200.4
|
)
|
|||
Proceeds from the exercise of employee stock options
|
331.6
|
|
|
147.3
|
|
|
—
|
|
|||
Payments related to tax withholding for stock-based compensation
|
(89.9
|
)
|
|
(35.8
|
)
|
|
(48.5
|
)
|
|||
Excess tax benefit from stock-based compensation
|
—
|
|
|
5.6
|
|
|
5.5
|
|
|||
Net cash (used in) provided by financing activities
|
(329.3
|
)
|
|
177.5
|
|
|
45.4
|
|
|||
Foreign exchange impact on cash balance
|
9.0
|
|
|
12.8
|
|
|
(22.1
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
(5.1
|
)
|
|
(154.2
|
)
|
|
139.9
|
|
|||
Cash and cash equivalents at the beginning of the period
|
138.9
|
|
|
293.1
|
|
|
153.2
|
|
|||
Cash and cash equivalents at the end of the period
|
133.8
|
|
|
138.9
|
|
|
293.1
|
|
|||
Less: Cash and cash equivalents associated with discontinued operations at the end of the period
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|||
Cash and cash equivalents from continuing operations at the end of the period
|
$
|
133.8
|
|
|
$
|
138.9
|
|
|
$
|
291.6
|
|
|
Common Shares
|
|
Additional
Paid-In
Capital
|
|
|
|
|
|
Accumulated Other
Comprehensive
Loss
|
|
Total Shareholders’ Equity
|
|
|
Redeemable Noncontrolling Interests
|
|||||||||||||||||
|
Shares Outstanding
|
|
Amount
|
|
|
Treasury
Shares
|
|
Retained
Earnings
|
|
|
|
|
|||||||||||||||||||
Balance at November 30, 2014
|
243.2
|
|
|
$
|
2.5
|
|
|
$
|
954.6
|
|
|
$
|
(105.9
|
)
|
|
$
|
1,415.1
|
|
|
$
|
(106.7
|
)
|
|
$
|
2,159.6
|
|
|
|
$
|
—
|
|
Share-based award activity
|
2.9
|
|
|
—
|
|
|
91.2
|
|
|
(10.7
|
)
|
|
—
|
|
|
—
|
|
|
80.5
|
|
|
|
—
|
|
|||||||
Excess tax benefit on vested shares
|
—
|
|
|
—
|
|
|
5.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.5
|
|
|
|
—
|
|
|||||||
Repurchases of common shares
|
(5.9
|
)
|
|
—
|
|
|
—
|
|
|
(200.4
|
)
|
|
—
|
|
|
—
|
|
|
(200.4
|
)
|
|
|
—
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
240.2
|
|
|
—
|
|
|
240.2
|
|
|
|
—
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(84.5
|
)
|
|
(84.5
|
)
|
|
|
—
|
|
|||||||
Balance at November 30, 2015
|
240.2
|
|
|
2.5
|
|
|
1,051.3
|
|
|
(317.0
|
)
|
|
1,655.3
|
|
|
(191.2
|
)
|
|
2,200.9
|
|
|
|
—
|
|
|||||||
Repurchases of common shares
|
(17.1
|
)
|
|
—
|
|
|
—
|
|
|
(570.0
|
)
|
|
—
|
|
|
—
|
|
|
(570.0
|
)
|
|
|
—
|
|
|||||||
Common shares issued in connection with the Merger
|
182.8
|
|
|
2.0
|
|
|
6,245.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,247.4
|
|
|
|
—
|
|
|||||||
Noncontrolling interest acquired through the Merger
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
57.2
|
|
|||||||
Cancellation of treasury shares
|
—
|
|
|
—
|
|
|
(420.2
|
)
|
|
420.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|||||||
Share-based award activity
|
2.7
|
|
|
—
|
|
|
183.7
|
|
|
(32.3
|
)
|
|
—
|
|
|
—
|
|
|
151.4
|
|
|
|
—
|
|
|||||||
Option exercises
|
6.4
|
|
|
—
|
|
|
147.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
147.3
|
|
|
|
—
|
|
|||||||
Excess tax benefit on vested shares
|
—
|
|
|
—
|
|
|
3.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.4
|
|
|
|
—
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
152.8
|
|
|
—
|
|
|
152.8
|
|
|
|
(0.7
|
)
|
|||||||
Noncontrolling interest activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|
—
|
|
|
(1.2
|
)
|
|
|
1.2
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(247.6
|
)
|
|
(247.6
|
)
|
|
|
—
|
|
|||||||
Balance at November 30, 2016
|
415.0
|
|
|
4.5
|
|
|
7,210.9
|
|
|
(499.1
|
)
|
|
1,806.9
|
|
|
(438.8
|
)
|
|
8,084.4
|
|
|
|
57.7
|
|
|||||||
Repurchases of common shares
|
(32.3
|
)
|
|
—
|
|
|
—
|
|
|
(1,317.8
|
)
|
|
—
|
|
|
—
|
|
|
(1,317.8
|
)
|
|
|
—
|
|
|||||||
Share-based award activity
|
2.3
|
|
|
0.1
|
|
|
68.7
|
|
|
71.9
|
|
|
—
|
|
|
—
|
|
|
140.7
|
|
|
|
—
|
|
|||||||
Option exercises
|
14.2
|
|
|
0.1
|
|
|
332.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
332.6
|
|
|
|
—
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
416.9
|
|
|
—
|
|
|
416.9
|
|
|
|
0.1
|
|
|||||||
Issuance of noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
10.0
|
|
|||||||
Purchase of noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(57.0
|
)
|
|||||||
Other noncontrolling interest activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.2
|
)
|
|
—
|
|
|
(6.2
|
)
|
|
|
8.3
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
353.8
|
|
|
353.8
|
|
|
|
—
|
|
|||||||
Balance at November 30, 2017
|
399.2
|
|
|
$
|
4.7
|
|
|
$
|
7,612.1
|
|
|
$
|
(1,745.0
|
)
|
|
$
|
2,217.6
|
|
|
$
|
(85.0
|
)
|
|
$
|
8,004.4
|
|
|
|
$
|
19.1
|
|
1.
|
Nature of Business
|
•
|
Transportation,
which includes our Automotive; Maritime & Trade; and Aerospace, Defense & Security product offerings;
|
•
|
Consolidated Markets & Solutions (“CMS”),
which includes our Product Design; Technology, Media & Telecom; and Economics & Country Risk product offerings; and
|
•
|
Financial Services
, which includes our Information, Processing, and Solutions product offerings.
|
2.
|
Significant Accounting Policies
|
•
|
Recurring offerings and license fees are recognized ratably over the license period as long as there is an associated licensing period or a future obligation; otherwise, revenue is recognized upon delivery.
|
•
|
For non-recurring offerings of a multiple-element arrangement, the revenue is generally recognized for each element in the period in which delivery of the product to the customer occurs, completion of services occurs or, for post-contract support, ratably over the term of the maintenance period.
|
•
|
In some instances, customer acceptance is required for consulting services rendered. For those transactions, the service revenue component of the arrangement is recognized in the period that customer acceptance is obtained.
|
Buildings and improvements
|
|
7
|
to
|
30
|
years
|
Capitalized software
|
|
3
|
to
|
7
|
years
|
Computers and office equipment
|
|
3
|
to
|
10
|
years
|
Information databases
|
|
4
|
to
|
15
|
years
|
Customer relationships
|
|
8
|
to
|
25
|
years
|
Developed technology
|
|
3
|
to
|
15
|
years
|
Developed computer software
|
|
8
|
to
|
10
|
years
|
Trademarks
|
|
3
|
to
|
15
|
years
|
Other
|
|
3
|
to
|
5
|
years
|
3.
|
Business Combinations
|
|
Total
|
||
Assets:
|
|
||
Current assets
|
$
|
7.3
|
|
Property and equipment
|
1.1
|
|
|
Intangible assets
|
113.8
|
|
|
Goodwill
|
370.7
|
|
|
Other long-term assets
|
0.9
|
|
|
Total assets
|
493.8
|
|
|
Liabilities:
|
|
||
Current liabilities
|
4.6
|
|
|
Deferred revenue
|
1.4
|
|
|
Deferred taxes
|
42.9
|
|
|
Total liabilities
|
48.9
|
|
|
Purchase price
|
$
|
444.9
|
|
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.
|
|
CARPROOF
|
|
OPIS
|
|
Markit
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Current assets
|
$
|
6.4
|
|
|
$
|
13.8
|
|
|
$
|
301.9
|
|
|
$
|
322.1
|
|
Property and equipment
|
2.2
|
|
|
1.7
|
|
|
60.2
|
|
|
64.1
|
|
||||
Intangible assets
|
168.3
|
|
|
200.3
|
|
|
3,209.1
|
|
|
3,577.7
|
|
||||
Goodwill
|
330.0
|
|
|
464.6
|
|
|
4,301.1
|
|
|
5,095.7
|
|
||||
Other long-term assets
|
—
|
|
|
—
|
|
|
10.5
|
|
|
10.5
|
|
||||
Total assets
|
506.9
|
|
|
680.4
|
|
|
7,882.8
|
|
|
9,070.1
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Current liabilities
|
2.7
|
|
|
3.2
|
|
|
251.4
|
|
|
257.3
|
|
||||
Deferred revenue
|
0.2
|
|
|
24.8
|
|
|
230.8
|
|
|
255.8
|
|
||||
Deferred taxes
|
44.5
|
|
|
—
|
|
|
627.4
|
|
|
671.9
|
|
||||
Long-term debt
|
—
|
|
|
—
|
|
|
546.5
|
|
|
546.5
|
|
||||
Other long-term liabilities
|
0.3
|
|
|
0.1
|
|
|
19.3
|
|
|
19.7
|
|
||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
57.1
|
|
|
57.1
|
|
||||
Total liabilities and noncontrolling interest
|
47.7
|
|
|
28.1
|
|
|
1,732.5
|
|
|
1,808.3
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Purchase price, net of cash acquired
|
$
|
459.2
|
|
|
$
|
652.3
|
|
|
$
|
6,150.3
|
|
|
$
|
7,261.8
|
|
4.
|
Accounts Receivable
|
|
|
2017
|
|
2016
|
||||
Accounts receivable
|
|
$
|
716.7
|
|
|
$
|
651.6
|
|
Less: Accounts receivable allowance
|
|
(23.2
|
)
|
|
(16.0
|
)
|
||
Accounts receivable, net
|
|
$
|
693.5
|
|
|
$
|
635.6
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at beginning of year
|
|
$
|
16.0
|
|
|
$
|
12.5
|
|
|
$
|
12.2
|
|
Provision for bad debts
|
|
13.9
|
|
|
11.4
|
|
|
13.4
|
|
|||
Other additions
|
|
2.9
|
|
|
2.4
|
|
|
2.4
|
|
|||
Write-offs and other deductions
|
|
(9.6
|
)
|
|
(10.3
|
)
|
|
(15.5
|
)
|
|||
Balance at end of year
|
|
$
|
23.2
|
|
|
$
|
16.0
|
|
|
$
|
12.5
|
|
5.
|
Property and Equipment
|
|
|
2017
|
|
2016
|
||||
Land, buildings and improvements
|
|
$
|
197.3
|
|
|
$
|
155.5
|
|
Capitalized software
|
|
644.5
|
|
|
553.6
|
|
||
Computers and office equipment
|
|
315.9
|
|
|
298.6
|
|
||
Property and equipment, gross
|
|
1,157.7
|
|
|
1,007.7
|
|
||
Less: Accumulated depreciation
|
|
(626.4
|
)
|
|
(591.5
|
)
|
||
Property and equipment, net
|
|
$
|
531.3
|
|
|
$
|
416.2
|
|
6.
|
Intangible Assets
|
|
As of November 30, 2017
|
|
As of November 30, 2016
|
||||||||||||||||||||
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
$
|
2,957.8
|
|
|
$
|
(348.6
|
)
|
|
$
|
2,609.2
|
|
|
$
|
2,910.6
|
|
|
$
|
(217.4
|
)
|
|
$
|
2,693.2
|
|
Developed technology
|
827.6
|
|
|
(73.4
|
)
|
|
754.2
|
|
|
755.4
|
|
|
(20.1
|
)
|
|
735.3
|
|
||||||
Information databases
|
753.7
|
|
|
(340.2
|
)
|
|
413.5
|
|
|
768.0
|
|
|
(283.9
|
)
|
|
484.1
|
|
||||||
Trademarks
|
488.9
|
|
|
(111.4
|
)
|
|
377.5
|
|
|
400.9
|
|
|
(59.8
|
)
|
|
341.1
|
|
||||||
Developed computer software
|
85.6
|
|
|
(54.3
|
)
|
|
31.3
|
|
|
84.9
|
|
|
(44.9
|
)
|
|
40.0
|
|
||||||
Other
|
8.3
|
|
|
(5.7
|
)
|
|
2.6
|
|
|
12.4
|
|
|
(7.5
|
)
|
|
4.9
|
|
||||||
Total
|
5,121.9
|
|
|
(933.6
|
)
|
|
4,188.3
|
|
|
4,932.2
|
|
|
(633.6
|
)
|
|
4,298.6
|
|
||||||
Intangible assets not subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trademarks
|
—
|
|
|
—
|
|
|
—
|
|
|
53.2
|
|
|
—
|
|
|
53.2
|
|
||||||
Total intangible assets
|
$
|
5,121.9
|
|
|
$
|
(933.6
|
)
|
|
$
|
4,188.3
|
|
|
$
|
4,985.4
|
|
|
$
|
(633.6
|
)
|
|
$
|
4,351.8
|
|
Year
|
|
Amount
|
||
2018
|
|
$
|
337.1
|
|
2019
|
|
$
|
322.8
|
|
2020
|
|
$
|
313.1
|
|
2021
|
|
$
|
306.9
|
|
2022
|
|
$
|
287.8
|
|
Thereafter
|
|
$
|
2,620.6
|
|
7.
|
Derivatives
|
•
|
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 coincided, we did 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 was
zero
and
$40.8 million
as of
November 30, 2017
and
2016
, respectively.
|
•
|
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, on the consolidated statements of operations, since we have not designated these contracts as hedges for accounting purposes. The notional amount of these outstanding foreign currency forward contracts was
$261.3 million
and
$333.7 million
as of
November 30, 2017
and
2016
, respectively.
|
|
|
|
|
Amount of (gain) loss recognized in the consolidated statements of operations
|
||||||||||
|
|
Location on consolidated statements of operations
|
|
2017
|
|
2016
|
|
2015
|
||||||
Foreign currency forwards
|
|
Other expense (income), net
|
|
$
|
(11.7
|
)
|
|
$
|
4.2
|
|
|
$
|
4.9
|
|
8.
|
Debt
|
|
|
November 30, 2017
|
|
November 30, 2016
|
||||
2016 revolving facility
|
|
$
|
886.0
|
|
|
$
|
1,282.0
|
|
2016 term loan:
|
|
|
|
|
||||
Tranche A-1
|
|
615.0
|
|
|
647.8
|
|
||
Tranche A-2
|
|
515.6
|
|
|
543.1
|
|
||
2017 term loan
|
|
500.0
|
|
|
—
|
|
||
5% senior notes due 2022
|
|
750.0
|
|
|
750.0
|
|
||
4.75% senior notes due 2025
|
|
815.8
|
|
|
—
|
|
||
Institutional senior notes:
|
|
|
|
|
||||
Series A
|
|
95.8
|
|
|
95.9
|
|
||
Series B
|
|
53.7
|
|
|
53.8
|
|
||
Share repurchase liability
|
|
—
|
|
|
43.4
|
|
||
Debt issuance costs
|
|
(42.8
|
)
|
|
(38.3
|
)
|
||
Capital leases
|
|
4.2
|
|
|
6.2
|
|
||
Total debt
|
|
$
|
4,193.3
|
|
|
$
|
3,383.9
|
|
Current portion
|
|
(576.0
|
)
|
|
(104.6
|
)
|
||
Total long-term debt
|
|
$
|
3,617.3
|
|
|
$
|
3,279.3
|
|
Year
|
|
Amount
|
||
2018
|
|
$
|
575.4
|
|
2019
|
|
120.6
|
|
|
2020
|
|
120.6
|
|
|
2021
|
|
1,700.0
|
|
|
2022
|
|
845.0
|
|
|
Thereafter
|
|
853.0
|
|
|
|
|
$
|
4,214.6
|
|
9.
|
Acquisition-related Costs
|
|
Employee
Severance and
Other
Termination
Benefits
|
|
Contract
Termination
Costs
|
|
Other
|
|
Total
|
||||||||
Balance at November 30, 2014
|
$
|
0.6
|
|
|
$
|
0.1
|
|
|
$
|
0.4
|
|
|
$
|
1.1
|
|
Add: Costs incurred
|
—
|
|
|
0.2
|
|
|
1.4
|
|
|
1.6
|
|
||||
Revision to prior estimates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Less: Amount paid
|
(0.6
|
)
|
|
(0.2
|
)
|
|
(1.5
|
)
|
|
(2.3
|
)
|
||||
Balance at November 30, 2015
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
0.3
|
|
|
$
|
0.4
|
|
Add: Costs incurred
|
43.6
|
|
|
7.9
|
|
|
109.9
|
|
|
161.4
|
|
||||
Revision to prior estimates
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
||||
Less: Amount paid
|
(18.9
|
)
|
|
0.6
|
|
|
(93.3
|
)
|
|
(111.6
|
)
|
||||
Balance at November 30, 2016
|
$
|
24.7
|
|
|
$
|
8.6
|
|
|
$
|
16.7
|
|
|
$
|
50.0
|
|
Add: Costs incurred
|
53.6
|
|
|
18.1
|
|
|
34.0
|
|
|
105.7
|
|
||||
Revision to prior estimates
|
(3.0
|
)
|
|
10.4
|
|
|
(0.1
|
)
|
|
7.3
|
|
||||
Less: Amount paid
|
(61.4
|
)
|
|
(19.5
|
)
|
|
(26.9
|
)
|
|
(107.8
|
)
|
||||
Balance at November 30, 2017
|
$
|
13.9
|
|
|
$
|
17.6
|
|
|
$
|
23.7
|
|
|
$
|
55.2
|
|
10.
|
Discontinued Operations
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Revenue
|
|
$
|
—
|
|
|
$
|
53.5
|
|
|
$
|
130.0
|
|
|
|
|
|
|
|
|
||||||
Income from discontinued operations before income taxes
|
|
$
|
—
|
|
|
$
|
54.9
|
|
|
$
|
15.9
|
|
Tax (expense) benefit
|
|
—
|
|
|
(45.7
|
)
|
|
35.4
|
|
|||
Income from discontinued operations, net
|
|
$
|
—
|
|
|
$
|
9.2
|
|
|
$
|
51.3
|
|
11.
|
Income Taxes
|
|
2017
|
|
2016
|
|
2015
|
||||||
U.K.
|
$
|
(67.0
|
)
|
|
$
|
(55.4
|
)
|
|
$
|
8.9
|
|
U.S.
|
28.7
|
|
|
(96.4
|
)
|
|
26.1
|
|
|||
Foreign
|
410.4
|
|
|
294.1
|
|
|
202.8
|
|
|||
Income from continuing operations before income taxes and equity in loss of equity method investee
|
$
|
372.1
|
|
|
$
|
142.3
|
|
|
$
|
237.8
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Current:
|
|
|
|
|
|
||||||
U.K.
|
$
|
0.4
|
|
|
$
|
(4.3
|
)
|
|
$
|
4.2
|
|
U.S.
|
(0.5
|
)
|
|
(32.0
|
)
|
|
(0.1
|
)
|
|||
Foreign
|
50.3
|
|
|
40.4
|
|
|
37.2
|
|
|||
Total current
|
50.2
|
|
|
4.1
|
|
|
41.3
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
U.K.
|
(25.7
|
)
|
|
(7.6
|
)
|
|
(2.9
|
)
|
|||
U.S.
|
(35.3
|
)
|
|
4.4
|
|
|
12.9
|
|
|||
Foreign
|
(39.1
|
)
|
|
(6.0
|
)
|
|
(2.4
|
)
|
|||
Total deferred
|
(100.1
|
)
|
|
(9.2
|
)
|
|
7.6
|
|
|||
(Benefit) provision for income taxes
|
$
|
(49.9
|
)
|
|
$
|
(5.1
|
)
|
|
$
|
48.9
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Statutory tax at U.K. rate (19.3% and 20%, respectively)
|
$
|
71.9
|
|
|
$
|
28.4
|
|
|
$
|
—
|
|
Statutory tax at U.S. rate (35%)
|
—
|
|
|
—
|
|
|
83.2
|
|
|||
Foreign rate differential
|
(45.5
|
)
|
|
(49.3
|
)
|
|
(45.9
|
)
|
|||
Stock-based compensation
|
(61.2
|
)
|
|
—
|
|
|
—
|
|
|||
Tax law change
|
1.2
|
|
|
(17.1
|
)
|
|
(2.4
|
)
|
|||
Valuation allowance
|
(32.6
|
)
|
|
19.3
|
|
|
12.4
|
|
|||
Transaction costs
|
4.5
|
|
|
13.5
|
|
|
—
|
|
|||
Uncertain tax positions
|
2.5
|
|
|
7.3
|
|
|
0.1
|
|
|||
Other
|
9.3
|
|
|
(7.2
|
)
|
|
1.5
|
|
|||
(Benefit) provision for income taxes
|
$
|
(49.9
|
)
|
|
$
|
(5.1
|
)
|
|
$
|
48.9
|
|
Effective tax rate expressed as a percentage of pre-tax earnings
|
(13.4
|
)%
|
|
(3.6
|
)%
|
|
20.5
|
%
|
|
2017
|
|
2016
|
||||
Deferred tax assets:
|
|
|
|
||||
Deferred stock-based compensation
|
119.6
|
|
|
135.0
|
|
||
Loss and other carryforwards
|
113.0
|
|
|
187.2
|
|
||
Other
|
109.2
|
|
|
106.1
|
|
||
Gross deferred tax assets
|
341.8
|
|
|
428.3
|
|
||
Valuation allowance
|
(23.6
|
)
|
|
(141.6
|
)
|
||
Realizable deferred tax assets
|
318.2
|
|
|
286.7
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Partnership investments
|
(11.5
|
)
|
|
(74.2
|
)
|
||
Property and equipment
|
(72.9
|
)
|
|
(69.4
|
)
|
||
Intangible assets
|
(1,063.2
|
)
|
|
(1,084.7
|
)
|
||
Other
|
(33.3
|
)
|
|
(38.6
|
)
|
||
Gross deferred tax liabilities
|
(1,180.9
|
)
|
|
(1,266.9
|
)
|
||
Net deferred tax liability
|
$
|
(862.7
|
)
|
|
$
|
(980.2
|
)
|
|
Unrecognized Tax Benefits
|
|
Interest and Penalties
|
||||
Balance at November 30, 2016
|
$
|
9.2
|
|
|
$
|
0.6
|
|
Additions:
|
|
|
|
||||
Current year tax positions
|
0.3
|
|
|
—
|
|
||
Prior year tax positions
|
2.5
|
|
|
0.7
|
|
||
Acquired unrecognized tax benefits
|
—
|
|
|
—
|
|
||
Decreases:
|
|
|
|
||||
Lapse of statute of limitations
|
(0.8
|
)
|
|
(0.1
|
)
|
||
Prior year tax positions
|
(0.1
|
)
|
|
—
|
|
||
Balance at November 30, 2017
|
$
|
11.1
|
|
|
$
|
1.2
|
|
12.
|
Pensions and Postretirement Benefits
|
•
|
A frozen defined-benefit pension plan (the “U.K. RIP”) that covers certain employees of a subsidiary based in the United Kingdom.
|
•
|
A frozen, unfunded Supplemental Income Plan (“SIP”), which is a non-qualified pension plan, for certain U.S. employees who earn over a federally stipulated amount.
|
|
|
Total
|
||
2018
|
|
$
|
12.4
|
|
2019
|
|
$
|
11.7
|
|
2020
|
|
$
|
11.5
|
|
2021
|
|
$
|
10.9
|
|
2022
|
|
$
|
12.9
|
|
2023-2027
|
|
$
|
59.5
|
|
|
Year Ended November 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Service costs incurred
|
$
|
1.6
|
|
|
$
|
1.3
|
|
|
$
|
2.0
|
|
Interest costs on projected benefit obligation
|
7.7
|
|
|
8.5
|
|
|
8.3
|
|
|||
Expected return on plan assets
|
(8.2
|
)
|
|
(8.5
|
)
|
|
(8.7
|
)
|
|||
Settlements
|
0.5
|
|
|
—
|
|
|
—
|
|
|||
Fourth quarter expense recognition of actuarial loss in excess of corridor
|
4.9
|
|
|
8.3
|
|
|
2.5
|
|
|||
Net periodic pension expense
|
$
|
6.5
|
|
|
$
|
9.6
|
|
|
$
|
4.1
|
|
|
2017
|
|
2016
|
||||
Change in projected benefit obligation:
|
|
|
|
||||
Net benefit obligation, beginning of year
|
$
|
205.4
|
|
|
$
|
201.9
|
|
Service costs incurred
|
1.6
|
|
|
1.3
|
|
||
Interest costs on projected benefit obligation
|
7.7
|
|
|
8.5
|
|
||
Actuarial loss
|
14.9
|
|
|
14.2
|
|
||
Gross benefits paid
|
(11.8
|
)
|
|
(11.3
|
)
|
||
Foreign currency exchange rate change
|
4.4
|
|
|
(9.2
|
)
|
||
Net benefit obligation, end of year
|
$
|
222.2
|
|
|
$
|
205.4
|
|
Change in plan assets:
|
|
|
|
||||
Fair value of plan assets, beginning of year
|
$
|
181.0
|
|
|
$
|
183.8
|
|
Actual return on plan assets
|
20.7
|
|
|
12.2
|
|
||
Employer contributions
|
4.8
|
|
|
5.2
|
|
||
Gross benefits paid
|
(11.8
|
)
|
|
(11.3
|
)
|
||
Foreign currency exchange rate change
|
4.1
|
|
|
(8.9
|
)
|
||
Fair value of plan assets, end of year
|
$
|
198.8
|
|
|
$
|
181.0
|
|
Funded status (underfunded)
|
$
|
(23.4
|
)
|
|
$
|
(24.4
|
)
|
|
|
|
|
||||
Amounts in Accumulated Other Comprehensive Income not yet recognized as components of net periodic pension and postretirement expense, pretax
|
|
|
|
||||
Net actuarial loss
|
$
|
17.9
|
|
|
$
|
20.5
|
|
|
|
|
U.S. RIP Assets
|
|
U.K. RIP Assets
|
||||||||
|
Target Allocations
|
|
Actual Allocations
|
|
Target Allocations
|
|
Actual Allocations
|
||||
Fixed Income
|
75
|
%
|
|
72
|
%
|
|
45
|
%
|
|
46
|
%
|
Equities
|
25
|
%
|
|
27
|
%
|
|
55
|
%
|
|
46
|
%
|
Cash and Other
|
—
|
%
|
|
1
|
%
|
|
—
|
%
|
|
8
|
%
|
|
|
2017
|
|
2016
|
||||
Interest-bearing cash
|
|
$
|
6.2
|
|
|
$
|
5.7
|
|
Collective trust funds:
|
|
|
|
|
||||
Fixed income funds
|
|
128.7
|
|
|
119.0
|
|
||
Equity funds
|
|
63.9
|
|
|
56.3
|
|
||
|
|
$
|
198.8
|
|
|
$
|
181.0
|
|
13.
|
Stock-based Compensation
|
|
Shares
|
|
Weighted-
Average Grant Date Fair Value |
|||
|
(in millions)
|
|
|
|||
Balance at November 30, 2016
|
11.7
|
|
|
$
|
31.67
|
|
Granted
|
5.5
|
|
|
$
|
40.50
|
|
Vested
|
(5.9
|
)
|
|
$
|
32.38
|
|
Forfeited
|
(0.6
|
)
|
|
$
|
34.93
|
|
Balance at November 30, 2017
|
10.7
|
|
|
$
|
35.64
|
|
|
Shares
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Term
|
|
Aggregate Intrinsic Value
|
||||
|
(in millions)
|
|
|
|
(in years)
|
|
(in millions)
|
||||
Balance at November 30, 2016
|
39.7
|
|
|
$
|
24.89
|
|
|
|
|
|
|
Exercised
|
(14.2
|
)
|
|
$
|
23.45
|
|
|
|
|
|
|
Forfeited
|
(0.2
|
)
|
|
$
|
26.25
|
|
|
|
|
|
|
Balance at November 30, 2017
|
25.3
|
|
|
$
|
25.69
|
|
|
2.5
|
|
478.7
|
|
Vested and expected to vest at November 30, 2017
|
24.9
|
|
|
$
|
25.67
|
|
|
2.5
|
|
471.7
|
|
Exercisable at November 30, 2017
|
11.9
|
|
|
$
|
24.41
|
|
|
2.0
|
|
240.4
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
|
||||||
Cost of revenue
|
|
$
|
76.3
|
|
|
$
|
32.2
|
|
|
$
|
6.9
|
|
Selling, general and administrative
|
|
185.6
|
|
|
171.7
|
|
|
122.0
|
|
|||
Total stock-based compensation expense
|
|
$
|
261.9
|
|
|
$
|
203.9
|
|
|
$
|
128.9
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Income tax benefits
|
|
$
|
72.3
|
|
|
$
|
60.9
|
|
|
$
|
37.3
|
|
14.
|
Commitments and Contingencies
|
Year
|
|
Amount (in millions)
|
||
2018
|
|
$
|
104.2
|
|
2019
|
|
90.4
|
|
|
2020
|
|
79.3
|
|
|
2021
|
|
68.9
|
|
|
2022
|
|
61.4
|
|
|
Thereafter
|
|
270.8
|
|
|
|
|
$
|
675.0
|
|
15.
|
Common Shares and Earnings per Share
|
|
|
2017
|
|
2016
|
|
2015
|
|||
Weighted-average shares outstanding:
|
|
|
|
|
|
|
|||
Shares used in basic EPS calculation
|
|
400.3
|
|
|
309.2
|
|
|
243.4
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|||
RSUs/RSAs
|
|
5.0
|
|
|
3.2
|
|
|
3.0
|
|
Stock options
|
|
10.9
|
|
|
3.9
|
|
|
—
|
|
Shares used in diluted EPS calculation
|
|
416.2
|
|
|
316.3
|
|
|
246.4
|
|
16.
|
Accumulated Other Comprehensive Income (Loss)
|
|
|
Foreign currency translation
|
|
Net pension and OPEB liability
|
|
Unrealized losses on hedging activities
|
|
Total
|
||||||||
Balance at November 30, 2014
|
|
$
|
(83.6
|
)
|
|
$
|
(13.6
|
)
|
|
$
|
(9.5
|
)
|
|
$
|
(106.7
|
)
|
Other comprehensive loss before reclassifications
|
|
(79.9
|
)
|
|
(1.1
|
)
|
|
(5.7
|
)
|
|
(86.7
|
)
|
||||
Reclassifications from AOCI to income
|
|
—
|
|
|
1.6
|
|
|
0.6
|
|
|
2.2
|
|
||||
Balance at November 30, 2015
|
|
$
|
(163.5
|
)
|
|
$
|
(13.1
|
)
|
|
$
|
(14.6
|
)
|
|
$
|
(191.2
|
)
|
Other comprehensive loss before reclassifications
|
|
(250.4
|
)
|
|
(7.1
|
)
|
|
(1.8
|
)
|
|
(259.3
|
)
|
||||
Reclassifications from AOCI to income
|
|
—
|
|
|
5.8
|
|
|
5.9
|
|
|
11.7
|
|
||||
Balance at November 30, 2016
|
|
$
|
(413.9
|
)
|
|
$
|
(14.4
|
)
|
|
$
|
(10.5
|
)
|
|
$
|
(438.8
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
345.8
|
|
|
(0.1
|
)
|
|
1.0
|
|
|
346.7
|
|
||||
Reclassifications from AOCI to income
|
|
—
|
|
|
1.5
|
|
|
5.6
|
|
|
7.1
|
|
||||
Balance at November 30, 2017
|
|
$
|
(68.1
|
)
|
|
$
|
(13.0
|
)
|
|
$
|
(3.9
|
)
|
|
$
|
(85.0
|
)
|
17.
|
Supplemental Cash Flow Information
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Interest paid
|
|
$
|
137.2
|
|
|
$
|
103.0
|
|
|
$
|
65.4
|
|
Income tax payments, net
|
|
$
|
59.3
|
|
|
$
|
81.5
|
|
|
$
|
11.5
|
|
18.
|
Segment Information
|
|
Year ended November 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Revenue
|
|
|
|
|
|
||||||
Resources
|
$
|
839.3
|
|
|
$
|
860.8
|
|
|
$
|
884.6
|
|
Transportation
|
991.6
|
|
|
892.8
|
|
|
758.4
|
|
|||
CMS
|
535.9
|
|
|
532.2
|
|
|
541.3
|
|
|||
Financial Services
|
1,232.9
|
|
|
449.0
|
|
|
—
|
|
|||
Total revenue
|
$
|
3,599.7
|
|
|
$
|
2,734.8
|
|
|
$
|
2,184.3
|
|
|
|
|
|
|
|
||||||
Adjusted EBITDA
|
|
|
|
|
|
||||||
Resources
|
$
|
360.2
|
|
|
$
|
367.8
|
|
|
$
|
356.8
|
|
Transportation
|
408.6
|
|
|
353.3
|
|
|
282.7
|
|
|||
CMS
|
125.2
|
|
|
127.5
|
|
|
106.8
|
|
|||
Financial Services
|
553.7
|
|
|
190.4
|
|
|
—
|
|
|||
Shared services
|
(57.8
|
)
|
|
(51.3
|
)
|
|
(49.9
|
)
|
|||
Total Adjusted EBITDA
|
$
|
1,389.9
|
|
|
$
|
987.7
|
|
|
$
|
696.4
|
|
|
|
|
|
|
|
||||||
Reconciliation to the consolidated statements of operations:
|
|
|
|
|
|
||||||
Interest income
|
2.2
|
|
|
1.3
|
|
|
0.9
|
|
|||
Interest expense
|
(154.3
|
)
|
|
(119.4
|
)
|
|
(70.9
|
)
|
|||
Benefit (provision) for income taxes
|
49.9
|
|
|
5.1
|
|
|
(48.9
|
)
|
|||
Depreciation
|
(157.0
|
)
|
|
(114.8
|
)
|
|
(85.0
|
)
|
|||
Amortization related to acquired intangible assets
|
(335.5
|
)
|
|
(220.9
|
)
|
|
(130.1
|
)
|
|||
Stock-based compensation expense
|
(261.9
|
)
|
|
(203.9
|
)
|
|
(128.9
|
)
|
|||
Restructuring charges
|
—
|
|
|
(22.8
|
)
|
|
(39.4
|
)
|
|||
Acquisition-related costs
|
(103.1
|
)
|
|
(161.2
|
)
|
|
(1.5
|
)
|
|||
Acquisition-related performance compensation
|
(9.9
|
)
|
|
—
|
|
|
—
|
|
|||
Litigation charges related to class action suit
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|||
Loss on debt extinguishment
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|||
Impairment of assets
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|||
Gain (loss) on sale of assets
|
—
|
|
|
0.7
|
|
|
—
|
|
|||
Pension mark-to-market and settlement expense
|
(5.4
|
)
|
|
(8.4
|
)
|
|
(2.5
|
)
|
|||
Share of joint venture results not attributable to Adjusted EBITDA
|
1.2
|
|
|
(0.3
|
)
|
|
—
|
|
|||
Adjusted EBITDA attributable to noncontrolling interest
|
0.8
|
|
|
1.2
|
|
|
—
|
|
|||
Income from discontinued operations, net
|
—
|
|
|
9.2
|
|
|
51.3
|
|
|||
Net income attributable to IHS Markit
|
$
|
416.9
|
|
|
$
|
152.8
|
|
|
$
|
240.2
|
|
|
Year ended November 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Total Assets
|
|
|
|
|
|
||||||
Resources
|
$
|
2,720.7
|
|
|
$
|
2,719.7
|
|
|
$
|
2,238.1
|
|
Transportation
|
3,152.0
|
|
|
2,721.3
|
|
|
2,310.9
|
|
|||
CMS
|
772.4
|
|
|
726.4
|
|
|
835.1
|
|
|||
Financial Services
|
7,909.3
|
|
|
7,769.2
|
|
|
—
|
|
|||
Shared services
|
—
|
|
|
—
|
|
|
193.4
|
|
|||
Total assets
|
$
|
14,554.4
|
|
|
$
|
13,936.6
|
|
|
$
|
5,577.5
|
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||
(in millions)
|
Revenue
|
|
Long-lived assets
|
|
Revenue
|
|
Long-lived assets
|
|
Revenue
|
|
Long-lived assets
|
||||||||||||
U.S.
|
$
|
2,152.0
|
|
|
$
|
362.4
|
|
|
$
|
1,632.3
|
|
|
$
|
324.9
|
|
|
$
|
1,327.4
|
|
|
$
|
272.9
|
|
U.K.
|
435.4
|
|
|
128.9
|
|
|
298.1
|
|
|
54.7
|
|
|
183.9
|
|
|
15.3
|
|
||||||
Rest of world
|
1,012.3
|
|
|
40.0
|
|
|
804.4
|
|
|
36.6
|
|
|
673.0
|
|
|
26.2
|
|
||||||
Total
|
$
|
3,599.7
|
|
|
$
|
531.3
|
|
|
$
|
2,734.8
|
|
|
$
|
416.2
|
|
|
$
|
2,184.3
|
|
|
$
|
314.4
|
|
(in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Recurring fixed revenue
|
|
$
|
2,550.0
|
|
|
$
|
2,074.5
|
|
|
$
|
1,768.5
|
|
Recurring variable revenue
|
|
449.0
|
|
|
164.1
|
|
|
—
|
|
|||
Non-recurring revenue
|
|
600.7
|
|
|
496.2
|
|
|
415.8
|
|
|||
Total revenue
|
|
$
|
3,599.7
|
|
|
$
|
2,734.8
|
|
|
$
|
2,184.3
|
|
(in millions)
|
Resources
|
|
Transportation
|
|
CMS
|
|
Financial Services
|
|
Consolidated Total
|
||||||||||
Balance at November 30, 2015
|
$
|
1,568.5
|
|
|
$
|
1,361.4
|
|
|
$
|
357.6
|
|
|
$
|
—
|
|
|
$
|
3,287.5
|
|
Acquisitions
|
464.0
|
|
|
332.9
|
|
|
—
|
|
|
4,281.0
|
|
|
5,077.9
|
|
|||||
Adjustments to purchase price
|
0.1
|
|
|
0.7
|
|
|
(3.3
|
)
|
|
—
|
|
|
(2.5
|
)
|
|||||
Foreign currency translation
|
(28.6
|
)
|
|
(23.9
|
)
|
|
(5.1
|
)
|
|
(95.5
|
)
|
|
(153.1
|
)
|
|||||
Balance at November 30, 2016
|
2,004.0
|
|
|
1,671.1
|
|
|
349.2
|
|
|
4,185.5
|
|
|
8,209.8
|
|
|||||
Acquisitions
|
—
|
|
|
362.3
|
|
|
8.4
|
|
|
—
|
|
|
370.7
|
|
|||||
Adjustments to purchase price
|
—
|
|
|
—
|
|
|
—
|
|
|
20.1
|
|
|
20.1
|
|
|||||
Foreign currency translation
|
22.0
|
|
|
22.2
|
|
|
3.8
|
|
|
129.9
|
|
|
177.9
|
|
|||||
Balance at November 30, 2017
|
$
|
2,026.0
|
|
|
$
|
2,055.6
|
|
|
$
|
361.4
|
|
|
$
|
4,335.5
|
|
|
$
|
8,778.5
|
|
19.
|
Quarterly Results of Operations (Unaudited)
|
|
Three Months Ended
|
||||||||||||||
|
February 28
|
|
May 31
|
|
August 31
|
|
November 30
|
||||||||
2017
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
844.2
|
|
|
$
|
906.1
|
|
|
$
|
904.7
|
|
|
$
|
944.7
|
|
Net income attributable to IHS Markit Ltd.
|
$
|
66.0
|
|
|
$
|
99.3
|
|
|
$
|
145.9
|
|
|
$
|
105.7
|
|
Earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.16
|
|
|
$
|
0.25
|
|
|
$
|
0.37
|
|
|
$
|
0.27
|
|
Diluted
|
$
|
0.16
|
|
|
$
|
0.24
|
|
|
$
|
0.35
|
|
|
$
|
0.26
|
|
|
|
|
|
|
|
|
|
||||||||
2016
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
548.5
|
|
|
$
|
587.9
|
|
|
$
|
724.6
|
|
|
$
|
873.8
|
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations attributable to IHS Markit Ltd.
|
$
|
41.4
|
|
|
$
|
44.8
|
|
|
$
|
(30.7
|
)
|
|
$
|
88.1
|
|
Income from discontinued operations
|
3.8
|
|
|
5.2
|
|
|
(1.0
|
)
|
|
1.2
|
|
||||
Net income attributable to IHS Markit Ltd.
|
$
|
45.2
|
|
|
$
|
50.0
|
|
|
$
|
(31.7
|
)
|
|
$
|
89.3
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations attributable to IHS Markit Ltd.
|
$
|
0.17
|
|
|
$
|
0.19
|
|
|
$
|
(0.09
|
)
|
|
$
|
0.21
|
|
Income from discontinued operations
|
0.02
|
|
|
0.02
|
|
|
—
|
|
|
—
|
|
||||
Net income attributable to IHS Markit Ltd.
|
$
|
0.19
|
|
|
$
|
0.21
|
|
|
$
|
(0.09
|
)
|
|
$
|
0.21
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations attributable to IHS Markit Ltd.
|
$
|
0.17
|
|
|
$
|
0.19
|
|
|
$
|
(0.09
|
)
|
|
$
|
0.20
|
|
Income from discontinued operations
|
0.02
|
|
|
0.02
|
|
|
—
|
|
|
—
|
|
||||
Net income attributable to IHS Markit Ltd.
|
$
|
0.19
|
|
|
$
|
0.21
|
|
|
$
|
(0.09
|
)
|
|
$
|
0.21
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 15.
|
Exhibits, Financial Statement Schedules
|
(a)
|
Index of Financial Statements
|
(b)
|
Index of Exhibits
|
10.1+
|
Amended and Restated 2004 Markit Additional Share Option Plan
(Incorporated by reference to Exhibit 4.1 of the IHS Markit Ltd. Annual Report on Form 20-F for the year ended December 31, 2014 (file no. 001-36495) filed on March 10, 2015)
|
10.2+
|
Amended and Restated Markit 2006 Share Option Plan
(Incorporated by reference to Exhibit 4.2 of the IHS Markit Ltd. Annual Report on Form 20-F for the year ended December 31, 2014 (file no. 001-36495) filed on March 10, 2015)
|
10.3+
|
Amended and Restated Markit 2006 Additional Share Option Plan
(Incorporated by reference to Exhibit 4.3 of the IHS Markit Ltd. Annual Report on Form 20-F for the year ended December 31, 2014 (file no. 001-36495) filed on March 10, 2015)
|
10.4+
|
Amended and Restated Markit 2007 Share Option Plan (Incorporated by reference to Exhibit 4.4 of the IHS Markit Ltd. Annual Report on Form 20-F for the year ended December 31, 2014
(file no. 001-36495) filed on March 10, 2015)
|
10.5+
|
Amended and Restated Markit 2008 Share Option Plan (1/3 vesting)
(Incorporated by reference to Exhibit 4.5 of the IHS Markit Ltd. Annual Report on Form 20-F for the year ended December 31, 2014 (file no. 001-36495) filed on March 10, 2015)
|
10.6+
|
Amended and Restated Markit 2008 Share Option Plan (1/5 vesting)
(Incorporated by reference to Exhibit 4.6 of the IHS Markit Ltd. Annual Report on Form 20-F for the year ended December 31, 2014 (file no. 001-36495) filed on March 10, 2015)
|
10.7+
|
Amended and Restated Markit 2008 Additional Share Option Plan (1/3 vesting)
(Incorporated by reference to Exhibit 4.7 of the IHS Markit Ltd. Annual Report on Form 20-F for the year ended December 31, 2014 (file no. 001-36495) filed on March 10, 2015)
|
10.8+
|
Amended and Restated Markit 2008 Additional Share Option Plan (1/5 vesting)
(Incorporated by reference to Exhibit 4.8 of the IHS Markit Ltd. Annual Report on Form 20-F for the year ended December 31, 2014 (file no. 001-36495) filed on March 10, 2015)
|
10.9+
|
Amended and Restated Markit 2009 Additional Share Option Plan
(Incorporated by reference to Exhibit 4.9 of the IHS Markit Ltd. Annual Report on Form 20-F for the year ended December 31, 2014 (file no. 001-36495) filed on March 10, 2015)
|
10.10+
|
Amended and Restated Markit 2009 Share Option Plan (1/3 vesting)
(Incorporated by reference to Exhibit 4.10 of the IHS Markit Ltd. Annual Report on Form 20-F for the year ended December 31, 2014 (file no. 001-36495) filed on March 10, 2015)
|
10.11+
|
Amended and Restated Markit 2009 Share Option Plan (1/5 vesting)
(Incorporated by reference to Exhibit 4.11 of the IHS Markit Ltd. Annual Report on Form 20-F for the year ended December 31, 2014 (file no. 001-36495) filed on March 10, 2015)
|
10.12+
|
Amended and Restated Markit 2010 Share Option Plan
(Incorporated by reference to Exhibit 4.13 of the IHS Markit Ltd. Annual Report on Form 20-F for the year ended December 31, 2014 (file no. 001-36495) filed on March 10, 2015)
|
10.13+
|
Amended and Restated Markit 2010 Share Option Plan (1/3 vesting)
(Incorporated by reference to Exhibit 4.14 of the IHS Markit Ltd. Annual Report on Form 20-F for the year ended December 31, 2014 (file no. 001-36495) filed on March 10, 2015)
|
10.14+
|
Amended and Restated Markit 2010 Share Option Plan (1/5 vesting)
(Incorporated by reference to Exhibit 4.15 of the IHS Markit Ltd. Annual Report on Form 20-F for the year ended December 31, 2014 (file no. 001-36495) filed on March 10, 2015)
|
10.15+
|
Amended and Restated 2011 Markit Share Option Plan
(Incorporated by reference to Exhibit 4.17 of the IHS Markit Ltd. Annual Report on Form 20-F for the year ended December 31, 2014 (file no. 001-36495) filed on March 10, 2015)
|
10.16+
|
Amended and Restated 2012 Markit Share Option Plan
(Incorporated by reference to Exhibit 4.19 of the IHS Markit Ltd. Annual Report on Form 20-F for the year ended December 31, 2014 (file no. 001-36495) filed on March 10, 2015)
|
10.17+
|
Amended and Restated 2013 Markit Share Option Plan
(Incorporated by reference to Exhibit 4.21 of the IHS Markit Ltd. Annual Report on Form 20-F for the year ended December 31, 2014 (file no. 001-36495) filed on March 10, 2015)
|
10.18+
|
Amended and Restated 2013 Markit Share Option Plan
(mid-year awards April through December 2013) (Incorporated by reference to Exhibit 4.22 of the IHS Markit Ltd. Annual Report on Form 20-F for the year ended December 31, 2014 (file no. 001-36495) filed on March 10, 2015)
|
10.19+
|
Amended and Restated 2014 Markit Share Option Plan
(Incorporated by reference to Exhibit 4.24 of the IHS Markit Ltd. Annual Report on Form 20-F for the year ended December 31, 2014 (file no. 001-36495) filed on March 10, 2015)
|
10.20+
|
Amended and Restated Markit Key Employee Incentive Program (KEIP)
(Incorporated by reference to Exhibit 4.25 of the IHS Markit Ltd. Annual Report on Form 20-F for the year ended December 31, 2014 (file no. 001-36495) filed on March 10, 2015)
|
10.21+
|
Amendment #1 to Amended and Restated Key Employee Incentive Program
(Incorporated by reference to Exhibit 10.2 of the IHS Markit Ltd. Quarterly Report on Form 10-Q (file no. 001-36495) filed on October 7, 2016)
|
10.22+
|
Amendment #2 to Amended and Restated Key Employee Incentive Program
(Incorporated by reference to Exhibit 10.23 to the IHS Markit Ltd. Annual Report on Form 10-K for the period ended November 30, 2016 (file no. 001-36495) filed with the Securities and Exchange Commission on January 27, 2017)
|
10.23+
|
IHS Markit Ltd. 2014 Equity Incentive Award Plan
(Incorporated by reference to Exhibit 4.26 of the IHS Markit Ltd. Annual Report on Form 20-F for the year ended December 31, 2014 (file no. 001-36495) filed on March 10, 2015)
|
10.24+
|
Amendment to IHS Markit Ltd. 2014 Equity Incentive Award Plan
(Incorporated by reference to Exhibit 10.1 of the IHS Markit Ltd. Quarterly Report on Form 10-Q (file no. 001-36495) filed on October 7, 2016)
|
10.25+
|
Amendment #2 to IHS Markit Ltd. 2014 Equity Incentive Award Plan
(Incorporated by reference to Exhibit 10.26 to the IHS Markit Ltd. Annual Report on Form 10-K for the period ended November 30, 2016 (file no. 001-36495) filed with the Securities and Exchange Commission on January 27, 2017)
|
10.26+
|
Amendment #3 to IHS Markit Ltd. 2014 Equity Incentive Award Plan
(Incorporated by reference to Exhibit 10.27 to the IHS Markit Ltd. Annual Report on Form 10-K for the period ended November 30, 2016 (file no. 001-36495) filed with the Securities and Exchange Commission on January 27, 2017)
|
10.27+
|
Amendment #4 to IHS Markit Ltd. 2014 Equity Incentive Award Plan
(Incorporated by reference to Exhibit 10.7 of the IHS Markit Ltd. Quarterly Report on Form 10-Q (file no. 001-36495) filed on March 28, 2017)
|
10.28+
|
IHS Markit Ltd. Non-Employee Director Compensation Policy
(April 2017) (Incorporated by reference to Exhibit 10.1 of the IHS Markit Ltd. Quarterly Report on Form 10-Q (file no. 001-36495) filed on June 27, 2017)
|
10.29+
|
IHS Markit Ltd. Non-Employee Director Equity Compensation Policy
(Incorporated by reference to Exhibit 10.28 to the IHS Markit Ltd. Annual Report on Form 10-K for the period ended November 30, 2016 (file no. 001-36495) filed with the Securities and Exchange Commission on January 27, 2017)
|
10.30+
|
Summary of IHS Markit Ltd. 2016 Non-Employee Director Compensation Policy
(Incorporated by reference to Exhibit 10.3 of the IHS Markit Ltd. Quarterly Report on Form 10-Q (file no. 001-36495) filed on October 7, 2016)
|
10.31+
|
IHS Markit Ltd. 2014 Equity Incentive Award Plan - 2016 Form of Restricted Share Unit Agreement
(Incorporated by reference to Exhibit 10.30 to the IHS Markit Ltd. Annual Report on Form 10-K for the period ended November 30, 2016 (file no. 001-36495) filed with the Securities and Exchange Commission on January 27, 2017)
|
10.32+
|
IHS Markit Ltd. 2014 Equity Incentive Award Plan - 2016 Form of Performance Share Unit Agreement
(Incorporated by reference to Exhibit 10.31 to the IHS Markit Ltd. Annual Report on Form 10-K for the period ended November 30, 2016 (file no. 001-36495) filed with the Securities and Exchange Commission on January 27, 2017)
|
10.33+
|
|
10.34+
|
|
10.35+
|
|
10.36+
|
IHS Markit Ltd. 2014 Equity Incentive Award Plan - 2014 Form of Performance Share Unit Agreement
(Incorporated by reference to Exhibit 10.4 of the IHS Markit Ltd. Quarterly Report on Form 10-Q (file no. 001-36495) filed on March 28, 2017)
|
10.37+
|
IHS Markit Ltd. 2014 Equity Incentive Award Plan - 2014 Form of Performance Share Unit Agreement
(Incorporated by reference to Exhibit 10.5 of the IHS Markit Ltd. Quarterly Report on Form 10-Q (file no. 001-36495) filed on March 28, 2017)
|
10.38+
|
IHS Markit Ltd. 2014 Equity Incentive Award Plan - 2014 Form of Restricted Share Unit Agreement
(Incorporated by reference to Exhibit 10.6 of the IHS Markit Ltd. Quarterly Report on Form 10-Q (file no. 001-36495) filed on March 28, 2017)
|
10.39+
|
IHS Markit Ltd. Deferred Compensation Plan
(Incorporated by reference to Exhibit 10.35 to the IHS Markit Ltd. Annual Report on Form 10-K for the period ended November 30, 2016 (file no. 001-36495) filed with the Securities and Exchange Commission on January 27, 2017)
|
10.40+
|
IHS Markit Ltd. Deferred Compensation Plan Adoption Agreement
(Incorporated by reference to Exhibit 10.36 to the IHS Markit Ltd. Annual Report on Form 10-K for the period ended November 30, 2016 (file no. 001-36495) filed with the Securities and Exchange Commission on January 27, 2017)
|
10.41+
|
Form of Indemnification Agreement between IHS Markit Ltd. and its Directors and Executive Officers
(Incorporated by reference to Exhibit 10.4 of the IHS Markit Ltd. Quarterly Report on Form 10-Q (file no. 001-36495) filed on October 7, 2016)
|
10.42+
|
IHS Markit Ltd. Policy on Recovery of Incentive Compensation
(Incorporated by reference to Exhibit 10.38 to the IHS Markit Ltd. Annual Report on Form 10-K for the period ended November 30, 2016 (file no. 001-36495) filed with the Securities and Exchange Commission on January 27, 2017)
|
10.43+
|
2017 Employee Stock Purchase Plan
(Incorporated by reference to Exhibit 10.1 of the IHS Markit Ltd. Current Report on Form 8-K (file no. 001-36495) filed on April 11, 2017)
|
10.44+
|
Markit Ltd. Non-Employee Director Compensation Policy (Incorporated by reference to Exhibit 4.30 of the IHS Markit Ltd. Annual Report on Form 20-F for the year ended December 31, 2014
(file no. 001-36495) filed on March 10, 2015)
|
10.45+
|
Amended and Restated IHS Inc. 2004 Long-Term Incentive Plan
(Incorporated by reference to Exhibit 10.1 to the IHS Inc. Annual Report on Form 10-K for the period ended November 30, 2014 (file no. 001-32511) filed with the Securities and Exchange Commission on January 16, 2015)
|
10.46+
|
Amendment #1 to the Amended and Restated IHS Inc. 2004 Long-Term Incentive Plan
(Incorporated by reference to Exhibit 10.40 to the IHS Markit Ltd. Annual Report on Form 10-K for the period ended November 30, 2016 (file no. 001-36495) filed with the Securities and Exchange Commission on January 27, 2017)
|
10.47+
|
Amended and Restated IHS Inc. 2004 Directors Stock Plan
(Incorporated by reference to Exhibit 10.1 to the IHS Inc. Quarterly Report on Form 10-Q for the period ended August 31, 2014 (file no. 001-32511) filed with the Securities and Exchange Commission on September 22, 2014)
|
10.48+
|
Summary of IHS Inc. Non-Employee Director Compensation
(Incorporated by reference to Exhibit 10.2 to the IHS Inc. Quarterly Report on Form 10-Q for the period ended August 31, 2014 (file no. 001-32511) filed with the Securities and Exchange Commission on September 22, 2014)
|
10.49+
|
IHS Inc. Supplemental Income Plan
(Incorporated by reference to Exhibit 10.17 to the IHS Inc. Registration Statement on Form S-1 (No. 333-122565) filed with the Securities and Exchange Commission on February 4, 2005).
|
10.50+
|
IHS Inc. Deferred Compensation Plan
(Incorporated by reference to Exhibit 10.15 to the IHS Inc. Annual Report on Form 10-K for the period ended November 30, 2014 (file no. 001-32511) filed with the Securities and Exchange Commission on January 16, 2015)
|
10.51+
|
IHS Inc. Deferred Compensation Plan Adoption Agreement
(Incorporated by reference to Exhibit 10.16 to the IHS Inc. Annual Report on Form 10-K for the period ended November 30, 2014 (file no. 001-32511) filed with the Securities and Exchange Commission on January 16, 2015)
|
10.52+
|
IHS Inc. Policy on Recoupment of Incentive Compensation
(Incorporated by reference to Exhibit 10.14 to the IHS Inc. Annual Report on Form 10-K for the period ended November 30, 2014 (file no. 001-32511) filed with the Securities and Exchange Commission on January 16, 2015)
|
10.53+
|
IHS Inc. 2004 Long-Term Incentive Plan- Form of 2007 Restricted Stock Unit Award-Time-Based
(Incorporated by reference to Exhibit 10.35 to the IHS Inc. Annual Report on Form 10-K for the period ended November 30, 2006 (file no. 001-32511) filed with the Securities and Exchange Commission on January 24, 2007)
|
10.54+
|
IHS Inc. 2004 Long-Term Incentive Plan- Form of 2007 Restricted Stock Unit Award-Performance-Based
(Incorporated by reference to Exhibit 10.36 to the IHS Inc. Annual Report on Form 10-K for the period ended November 30, 2006 (file no. 001-32511) filed with the Securities and Exchange Commission on January 24, 2007)
|
10.55+
|
IHS Inc. 2004 Long-Term Incentive Plan- Form of 2010 Restricted Stock Unit Award-Performance-Based
(Incorporated by reference to Exhibit 99.1 to the IHS Inc. Current Report on Form 8-K (file no. 001-32511) filed with the Securities and Exchange Commission on December 10, 2010)
|
10.56+
|
IHS Inc. 2004 Long-Term Incentive Plan- Form of 2011 Restricted Stock Unit Award-Performance-Based
(Incorporated by reference to Exhibit 10.17 to the IHS Inc. Annual Report on Form 10-K for the period ended November 30, 2010 (file no. 001-32511) filed with the Securities and Exchange Commission on January 18, 2011)
|
10.57+
|
IHS Inc. 2004 Long-Term Incentive Plan- Form of 2016 Restricted Stock Unit Award-Time-Based
(Incorporated by reference to Exhibit 10.14 of the IHS Markit Ltd. Quarterly Report on Form 10-Q (file no. 001-36495) filed on October 7, 2016)
|
10.58+
|
Form of Indemnification Agreement between IHS Inc. and its Directors
(Incorporated by reference to Exhibit 10.30 to Amendment No. 4 to the IHS Inc. Registration Statement on Form S-1/A (No. 333-122565) filed with the Securities and Exchange Commission on May 20, 2005)
|
10.59
|
Credit Agreement, dated as of July 12, 2016
(Incorporated by reference to Exhibit 10.1 of the IHS Markit Ltd. Current Report on Form 8-K (file no. 001-36495) filed on July 13, 2016)
|
10.60
|
Guaranty Agreement (US), dated as of July 12, 2016
(Incorporated by reference to Exhibit 10.2 of the IHS Markit Ltd. Current Report on Form 8-K (file no. 001-36495) filed on July 13, 2016)
|
10.61
|
Guaranty Agreement (Non-US), dated as of July 12, 2016
(Incorporated by reference to Exhibit 10.3 of the IHS Markit Ltd. Current Report on Form 8-K (file no. 001-36495) filed on July 13, 2016)
|
10.62
|
Credit Agreement, dated as of January 26, 2017
(Incorporated by reference to Exhibit 10.1 of the IHS Markit Ltd. Current Report on Form 8-K (file no. 001-36495) filed on January 26, 2017)
|
10.63
|
Guaranty Agreement, dated as of January 26, 2017
(Incorporated by reference to Exhibit 10.2 of the IHS Markit Ltd. Current Report on Form 8-K (file no. 001-36495) filed on January 26, 2017)
|
10.64+
|
Contract of Employment for Lance Uggla dated as of July 1, 2014
(Incorporated by reference to Exhibit 10.66 to Amendment No. 1 on Form 10-K/A for IHS Markit Ltd. for the period ended November 30, 2016 (file no. 001-36495) filed with the Securities and Exchange Commission on February 21, 2017)
|
10.65+
|
First Amendment dated March 19, 2016 to contract of employment for Lance Uggla
(Incorporated by reference to Exhibit 10.1 of the IHS Markit Ltd. Quarterly Report on Form 10-Q (file no. 001-36495) filed on March 28, 2017)
|
10.66+
|
Second Amendment dated January 24, 2017 to contract of employment for Lance Uggla
(Incorporated by reference to Exhibit 10.2 of the IHS Markit Ltd. Quarterly Report on Form 10-Q (file no. 001-36495) filed on March 28, 2017)
|
10.67+
|
Letter Agreement for Todd Hyatt dated October 31, 2013
(Incorporated by reference to Exhibit 10.67 to Amendment No. 1 on Form 10-K/A for IHS Markit Ltd. for the period ended November 30, 2016 (file no. 001-36495) filed with the Securities and Exchange Commission on February 21, 2017)
|
10.68+
|
Letter Agreement Amendment for Todd Hyatt dated July 8, 2016
(Incorporated by reference to Exhibit 10.68 to Amendment No. 1 on Form 10-K/A for IHS Markit Ltd. for the period ended November 30, 2016 (file no. 001-36495) filed with the Securities and Exchange Commission on February 21, 2017)
|
10.69+
|
Second Amendment dated February 3, 2017 to letter agreement for Todd Hyatt
(Incorporated by reference to Exhibit 10.3 of the IHS Markit Ltd. Quarterly Report on Form 10-Q (file no. 001-36495) filed on March 28, 2017)
|
10.70+
|
Letter of Assignment for Todd Hyatt dated July 8, 2016
(Incorporated by reference to Exhibit 10.69 to Amendment No. 1 on Form 10-K/A for IHS Markit Ltd. for the period ended November 30, 2016 (file no. 001-36495) filed with the Securities and Exchange Commission on February 21, 2017)
|
10.71+
|
Employment Agreement for Adam Kansler dated as of July 1, 2014
(Incorporated by reference to Exhibit 10.73 to Amendment No. 1 on Form 10-K/A for IHS Markit Ltd. for the period ended November 30, 2016 (file no. 001-36495) filed with the Securities and Exchange Commission on February 21, 2017)
|
10.72+
|
Employment Agreement Amendment for Adam Kansler dated as of July 11, 2016
(Incorporated by reference to Exhibit 10.74 to Amendment No. 1 on Form 10-K/A for IHS Markit Ltd. for the period ended November 30, 2016 (file no. 001-36495) filed with the Securities and Exchange Commission on February 21, 2017)
|
10.73+
|
Employment Agreement for Shane Akeroyd dated as of July 1, 2014
(Incorporated by reference to Exhibit 10.70 to Amendment No. 1 on Form 10-K/A for IHS Markit Ltd. for the period ended November 30, 2016 (file no. 001-36495) filed with the Securities and Exchange Commission on February 21, 2017)
|
10.74+
|
Employment Agreement Amendment for Shane Akeroyd dated as of July 11, 2016 (Incorporated by reference to Exhibit 10.71 to Amendment No. 1 on Form 10-K/A for IHS Markit Ltd. for the period ended November 30, 2016
(file no. 001-36495) filed with the Securities and Exchange Commission on February 21, 2017)
|
10.75+
|
Relocation Letter for Shane Akeroyd dated September 29, 2016 (Incorporated by reference to Exhibit 10.72 to Amendment No. 1 on Form 10-K/A for IHS Markit Ltd. for the period ended November 30, 2016
(file no. 001-36495) filed with the Securities and Exchange Commission on February 21, 2017)
|
10.76+
|
Employment Agreement for Sari Granat dated as of September 1, 2015 (Incorporated by reference to Exhibit 10.75 to Amendment No. 1 on Form 10-K/A for IHS Markit Ltd. for the period ended November 30, 2016
(file no. 001-36495) filed with the Securities and Exchange Commission on February 21, 2017)
|
Item 16.
|
Form 10-K Summary
|
IHS MARKIT LTD.
|
||||
|
|
|||
By:
|
|
/s/ Todd S. Hyatt
|
||
|
|
Name:
|
|
Todd S. Hyatt
|
|
|
Title:
|
|
Executive Vice President, Chief Financial Officer
|
|
|
Date:
|
|
January 22, 2018
|
Signature
|
|
Title
|
|
|
|
/s/ Lance Uggla
|
|
Chairman and Chief Executive Officer
|
Lance Uggla
|
|
(Principal Executive Officer)
|
|
|
|
/s/ Todd S. Hyatt
|
|
Executive Vice President, Chief Financial Officer
|
Todd S. Hyatt
|
|
(Principal Financial Officer)
|
|
|
|
/s/ Michael Easton
|
|
Senior Vice President and Chief Accounting Officer
|
Michael Easton
|
|
(Principal Accounting Officer)
|
|
|
|
*
|
|
Director
|
The Lord Browne of Madingley
|
|
|
|
|
|
*
|
|
Director
|
Dinyar S. Devitre
|
|
|
|
|
|
*
|
|
Director
|
Ruann F. Ernst
|
|
|
|
|
|
*
|
|
Director
|
William E. Ford
|
|
|
|
|
|
*
|
|
Director
|
Nicoletta Giadrossi
|
|
|
|
|
|
*
|
|
Director
|
Balakrishnan S. Iyer
|
|
|
|
|
|
*
|
|
Director
|
Robert P. Kelly
|
|
|
|
|
|
*
|
|
Director
|
Deborah Doyle McWhinney
|
|
|
|
|
|
*
|
|
Director
|
Jean-Paul L. Montupet
|
|
|
|
|
|
*
|
|
Director
|
Richard W. Roedel
|
|
|
|
|
|
*
|
|
Director
|
James A. Rosenthal
|
|
|
|
|
|
*By: /s/ Todd S. Hyatt
|
|
|
Todd S. Hyatt
|
|
|
Attorney-in-Fact
|
|
|
Subsidiary
|
Jurisdiction of Incorporation / Formation
|
Ownership Interest
|
Energy Publishing Pty Limited
|
Australia
|
100%
|
IHS Australia Pty. Ltd.
|
Australia
|
100%
|
IHS Markit Group (Australia) Pty Ltd
|
Australia
|
100%
|
R.L. Polk Australia Pty Ltd
|
Australia
|
100%
|
IHS EMEA Holding SRL
|
Barbados
|
100%
|
IHS Markit Global SRL
|
Barbados
|
100%
|
Limited liability company “IHS Global”
|
Belarus
|
100%
|
CoreOne Technologies (Belgium) BVBA
|
Belgium
|
100%
|
IHS Markit Ltd.
|
Bermuda
|
100%
|
IHS Informcoese e Insight Ltda.
|
Brazil
|
100%
|
CoreOne Technologies DeltaOne Solutions Inc.
|
California
|
100%
|
CarProof Corporation
|
Canada
|
100%
|
IHS Markit Canada Limited
|
Canada
|
100%
|
Beijing Polk-Catarc Vehicle Information Consulting Company Limited
|
China
|
75%
|
CMAI Shanghai Ltd.
|
China
|
100%
|
CSM Worldwide (Shanghai) Co. Ltd.
|
China
|
100%
|
Global Insight (Beijing) Ltd.
|
China
|
100%
|
IHS (Beijing) Trading Company Ltd
|
China
|
100%
|
IHS (Shenzhen) Company Limited
|
China
|
100%
|
IHS Markit Group Limited (WFOE)
|
China
|
100%
|
iSuppli Asia Shanghai Limited
|
China
|
100%
|
PFC Energy Beijing Ltd
|
China
|
100%
|
IHS Global Colombia S.A.S.
|
Colombia
|
100%
|
IHS Herold Inc.
|
Connecticut
|
100%
|
AMM Holding Corporation
|
Delaware
|
78%
|
automotiveMastermind Inc.
|
Delaware
|
100%
|
BBHCP CTI Holdco LLC
|
Delaware
|
100%
|
Compliance Technologies International LLC
|
Delaware
|
100%
|
CoreOne Technologies Holdings LLC
|
Delaware
|
100%
|
CoreOne Technologies LLC
|
Delaware
|
100%
|
Correctnet LLC
|
Delaware
|
100%
|
DisplaySearch LLC
|
Delaware
|
100%
|
IHS Global Holding LLC
|
Delaware
|
100%
|
IHS Global Inc.
|
Delaware
|
100%
|
IHS Global Investments LLC
|
Delaware
|
100%
|
IHS Holding Inc.
|
Delaware
|
100%
|
IHS Inc.
|
Delaware
|
100%
|
IHS Markit Global LLC
|
Delaware
|
100%
|
IHS Markit KY3P LLC
|
Delaware
|
85%
|
JOC Group Inc.
|
Delaware
|
100%
|
Markit CTI Holdings LLC
|
Delaware
|
100%
|
Markit North America Inc.
|
Delaware
|
100%
|
Markit On Demand Inc.
|
Delaware
|
100%
|
Markit Securities Finance Analytics Inc.
|
Delaware
|
100%
|
MarkitOne Holdings LLC
|
Delaware
|
100%
|
MarkitSERV LLC
|
Delaware
|
100%
|
Premier Data Services Incorporated
|
Delaware
|
100%
|
R.L. Polk & Co
|
Delaware
|
100%
|
RL 2015 LLC
|
Delaware
|
100%
|
IHS Global ApS
|
Denmark
|
100%
|
IHS Global SAS
|
France
|
100%
|
Carfax Europe GmbH
|
Germany
|
97%
|
IHS Global GmbH
|
Germany
|
100%
|
CoreOne Technologies Hong Kong Limited
|
Hong Kong
|
100%
|
Global Insight (Hong Kong) Ltd.
|
Hong Kong
|
100%
|
IHS Hong Kong Limited
|
Hong Kong
|
100%
|
IHS Markit Group (Hong Kong) Limited
|
Hong Kong
|
100%
|
iSuppli Asia Limited
|
Hong Kong
|
100%
|
CoreOne Technologies India Pvt Ltd
|
India
|
100%
|
IHS Global Private Ltd.
|
India
|
100%
|
Information Mosaic S/W Pvt Ltd
|
India
|
100%
|
Markit India Services Private Limited
|
India
|
100%
|
IHS Markit Indonesia PT
|
Indonesia
|
100%
|
IHS Finance ULC
|
Ireland
|
100%
|
Information Mosaic Limited
|
Ireland
|
100%
|
Markit Operations Designated Activity ULC
|
Ireland
|
100%
|
IHS Global S.R.L.
|
Italy
|
100%
|
IHS Global KK
|
Japan
|
100%
|
IHS Markit Group (Japan) KK
|
Japan
|
100%
|
IHS Markit Kazakhstan LLP
|
Kazakhstan
|
100%
|
CSM Worldwide Korea Yuhan Hoesa
|
Korea
|
100%
|
IHS Markit Korea Ltd
|
Korea
|
100%
|
IHS Global Luxembourg S.à r.l.
|
Luxembourg
|
100%
|
IHS Global (Malaysia) Sdn. Bhd.
|
Malaysia
|
100%
|
IHS Markit (Malaysia) Sdn. Bhd.
|
Malaysia
|
100%
|
Information Handling Services (Malaysia) Sdn. Bhd.
|
Malaysia
|
95%
|
Information Mosaic Asia Sdn Bhd Ltd
|
Malaysia
|
100%
|
Axxis Software, LLC
|
Maryland
|
100%
|
Oil Price Information Service, LLC
|
Maryland
|
100%
|
PointLogic Energy LLC
|
Maryland
|
100%
|
Information Handling Services Mexico, SA de CV
|
Mexico
|
100%
|
CSM Asia Corporation
|
Michigan
|
100%
|
Polk Carfax Inc.
|
Michigan
|
100%
|
Macroeconomic Advisors LLC
|
Missouri
|
100%
|
Macroeconomic Consultants Inc.
|
Missouri
|
100%
|
Carfax Nederlands B.V.
|
Netherlands
|
100%
|
IHS Global B.V.
|
Netherlands
|
100%
|
Markit N.V.
|
Netherlands
|
100%
|
The Transaction Auditing Group Inc.
|
Nevada
|
100%
|
IHS Global AS
|
Norway
|
100%
|
IHS Global Inc. LLC
|
Oman
|
100%
|
Carfax, Inc.
|
Pennsylvania
|
100%
|
IHS Global Sp Z.o.o.
|
Poland
|
100%
|
IHS Global Limited LLC
|
Qatar
|
100%
|
OPIVNAVX Content Factory SRL
|
Romania
|
100%
|
Chemical Market Associates PTE. Ltd.
|
Singapore
|
100%
|
IHS Global Pte Limited.
|
Singapore
|
100%
|
IHS Markit Asia Pte Ltd
|
Singapore
|
100%
|
Information Mosaic Asia Pte Ltd
|
Singapore
|
100%
|
Option Computers Pte Ltd
|
Singapore
|
100%
|
IHS Information & Insight (PTY) Ltd
|
South Africa
|
100%
|
ThinkFolio (PTY) Ltd
|
South Africa
|
100%
|
Carfax Historial De Vehiculos SL
|
Spain
|
100%
|
IHS Global Information Spain SL
|
Spain
|
100%
|
Carfax Sverige AB
|
Sweden
|
100%
|
IHS Global AB
|
Sweden
|
100%
|
IHS Global Capital GmbH
|
Switzerland
|
100%
|
IHS Global Finance GmbH
|
Switzerland
|
100%
|
IHS Global Funding GmbH
|
Switzerland
|
100%
|
IHS Global Holding GmbH
|
Switzerland
|
100%
|
IHS Global Investments GmbH
|
Switzerland
|
100%
|
IHS Global SA
|
Switzerland
|
100%
|
IHS Global Taiwan Limited
|
Taiwan
|
100%
|
Data Logic Services Corp
|
Texas
|
100%
|
Markit WSO Corporation
|
Texas
|
100%
|
Purvin & Gertz LLC
|
Texas
|
100%
|
CSM Worldwide (Thailand) Co. Ltd.
|
Thailand
|
100%
|
IHS Global (Thailand) Ltd
|
Thailand
|
100%
|
IHS Global FZ LLC
|
United Arab Emirates
|
100%
|
CoreOne Technologies- DeltaOne Solutions Limited
|
United Kingdom
|
100%
|
IHS Global Investments Limited
|
United Kingdom
|
100%
|
IHS Global Limited
|
United Kingdom
|
100%
|
IHS Group Holdings Limited
|
United Kingdom
|
100%
|
IHS International Holdings Limited
|
United Kingdom
|
100%
|
IHS Markit Benchmark Administration Limited
|
United Kingdom
|
100%
|
IHS Markit Global Capital Ltd.
|
United Kingdom
|
100%
|
IHS Markit Global Finance Limited
|
United Kingdom
|
100%
|
IHS Markit Global Funding Limited
|
United Kingdom
|
100%
|
IHS Markit Global Limited
|
United Kingdom
|
100%
|
IHS Markit Group Holdings Limited
|
United Kingdom
|
100%
|
IHS Markit Holdings 2 Limited
|
United Kingdom
|
100%
|
IHS Markit Holdings Limited
|
United Kingdom
|
100%
|
IHS Markit Investments Limited
|
United Kingdom
|
100%
|
IHS Markit KYC Services Limited
|
United Kingdom
|
100%
|
IHS Markit Lending 1 Limited
|
United Kingdom
|
100%
|
IHS Markit Lending 2 Limited
|
United Kingdom
|
100%
|
Markit Economics Limited
|
United Kingdom
|
100%
|
Markit EDM Limited
|
United Kingdom
|
100%
|
Markit Equities Limited
|
United Kingdom
|
100%
|
Markit Group Limited
|
United Kingdom
|
100%
|
Markit Group UK Limited
|
United Kingdom
|
100%
|
Markit Indices Limited
|
United Kingdom
|
100%
|
Markit Securities Finance Analytics Limited
|
United Kingdom
|
100%
|
Markit Valuation Services Limited
|
United Kingdom
|
100%
|
Markit Valuations Limited
|
United Kingdom
|
100%
|
MarkitSERV FX Limited
|
United Kingdom
|
100%
|
MarkitSERV Holdings Limited
|
United Kingdom
|
100%
|
MarkitSERV Limited
|
United Kingdom
|
100%
|
Option Computers Limited
|
United Kingdom
|
100%
|
Polk Europe Holdings Limited
|
United Kingdom
|
100%
|
Prism Valuation Limited
|
United Kingdom
|
100%
|
R.L. Polk UK Ltd
|
United Kingdom
|
100%
|
RCP Trade Solutions Limited
|
United Kingdom
|
100%
|
Rushmore Associates Limited
|
United Kingdom
|
100%
|
ThinkFolio Ltd.
|
United Kingdom
|
100%
|
Root Wireless, Inc.
|
Washington
|
100%
|
(1)
|
Registration Statement (Form S-8 No. 333-212524) pertaining to the Amended and Restated IHS Inc. 2004 Long-term Incentive Plan
|
(2)
|
Registration Statement (Form S-8 No. 333-196877) pertaining to the:
|
Signature
|
Title
|
/s/ The Lord Browne of Madingley
|
|
The Lord Browne of Madingley
|
Director
|
/s/ Dinyar S. Devitre
|
|
Dinyar S. Devitre
|
Director
|
/s/ Ruann F. Ernst
|
|
Ruann F. Ernst
|
Director
|
/s/ William E. Ford
|
|
William E. Ford
|
Director
|
/s/ Nicoletta Giadrossi
|
|
Nicoletta Giadrossi
|
Director
|
/s/ Balakrishnan S. Iyer
|
|
Balakrishnan S. Iyer
|
Director
|
/s/ Robert P. Kelly
|
|
Robert P. Kelly
|
Director
|
/s/ Deborah Doyle McWhinney
|
|
Deborah Doyle McWhinney
|
Director
|
/s/ Jean-Paul L. Montupet
|
|
Jean-Paul L. Montupet
|
Director
|
/s/ Richard W. Roedel
|
|
Richard W. Roedel
|
Director
|
/s/ James A Rosenthal
|
|
James A Rosenthal
|
Director
|
1.
|
I have reviewed this Annual Report on Form 10-K of IHS Markit Ltd.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Lance Uggla
|
|
Lance Uggla
|
|
Chairman and Chief Executive Officer
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of IHS Markit Ltd.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Todd S. Hyatt
|
|
Todd S. Hyatt
|
|
Executive Vice President and Chief Financial Officer
|
|
/s/ Lance Uggla
|
|
Lance Uggla
|
|
Chairman and Chief Executive Officer
|
|
|
|
/s/ Todd S. Hyatt
|
|
Todd S. Hyatt
|
|
Executive Vice President and Chief Financial Officer
|
|