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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 ___________________________________________________
FORM 10-Q
  ___________________________________________________
(Mark One)
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 29, 2020

OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission file number 001-36495
 ___________________________________________________
IHS MARKIT LTD.
(Exact name of registrant as specified in its charter) 
 ___________________________________________________
Bermuda
001-36495
98-1166311
(State or Other Jurisdiction of Incorporation or Organization)
(Commission File Number)
(IRS Employer Identification Number)

4th Floor, Ropemaker Place
25 Ropemaker Street
London, England
EC2Y 9LY
(Address of Principal Executive Offices)

+44 20 7260 2000
(Registrant’s telephone number, including area code)
 ___________________________________________________ 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol
 
Name of each exchange on which registered
Common Shares, $0.01 par value per share
 
INFO
 
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x  Yes    o  No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    x  Yes    o  No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 





Large accelerated filer    ☒    Accelerated filer    
Non-accelerated filer    ☐    Smaller reporting company    
Emerging growth company    

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).      Yes     No
As of February 29, 2020, there were 398,916,408 Common Shares outstanding (excluding 25,219,470 outstanding common shares held by the Markit Group Holdings Limited Employee Benefit Trust).



TABLE OF CONTENTS
 

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management’s current views concerning future business, events, trends, contingencies, financial performance, or financial condition, appear at various places in this report and use words like “aim,” “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “goal,” “intend,” “likely,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “see,” “seek,” “should,” “strategy,” “strive,” “target,” “will,” and “would” and similar expressions, and variations or negatives of these words. Examples of forward-looking statements include, among others, statements we make regarding: guidance and predictions relating to expected operating results, such as revenue growth and earnings; strategic actions such as acquisitions, joint ventures, and dispositions, the anticipated benefits therefrom, and our success in integrating acquired businesses; anticipated levels of capital expenditures in future periods; anticipated levels of indebtedness, capital allocation, dividends, and share repurchases in future periods; our belief that we have sufficient liquidity to fund our ongoing business operations; expectations of the effect on our financial condition of claims, litigation, environmental costs, contingent liabilities, and governmental and regulatory investigations and proceedings; and our strategy for customer retention, growth, product development, market position, financial results, and reserves. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on management’s current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict and many of which are outside of our control. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: operating in competitive markets, economic and financial conditions, including volatility in interest and exchange rates; our ability to develop new products and services; our ability to manage system failures or capacity constraints; our ability to manage fraudulent or unpermitted data access or other cyber-security or privacy breaches; our ability to successfully manage risks associated with changes in demand for our products and services; our ability to manage our relationships with third-party service providers; legislative, regulatory, and economic developments, including any new or proposed U.S. Treasury rule changes; the extent to which we are successful in gaining new long-term relationships with customers or retaining existing ones and the level of service failures that could lead customers to use competitors’ services; the anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion, and growth of our operations; our ability to retain and hire qualified personnel; our ability to satisfy our debt obligations and our other ongoing business obligations; the occurrence of any catastrophic events, including acts of terrorism or outbreak of war or hostilities; and the COVID-19 pandemic. These risks, as well as other risks which would cause actual results to be significantly different from those expressed or implied by these forward-looking statements, are more fully discussed under the caption “Risk Factors” in our Annual Report on Form 10-K, along with our other filings with the U.S. Securities and Exchange Commission (“SEC”). While the list of factors presented here is considered representative, no such list should be considered to be a complete

2


statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on our consolidated financial condition, results of operations, credit rating, or liquidity. Therefore, you should not rely on any of these forward-looking statements. Any forward-looking statement made by us in this Quarterly Report on Form 10-Q is based only on information currently available to our management and speaks only as of the date of this report. We do not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

Website and Social Media Disclosure
 
We use our website (www.ihsmarkit.com) and corporate Twitter account (@IHSMarkit) as routine channels of distribution of company information, including news releases, analyst presentations, and supplemental financial information, as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor our website and our corporate Twitter account in addition to following press releases, SEC filings and public conference calls and webcasts. Additionally, we provide notifications of news or announcements as part of our investor relations website. Investors and others can receive notifications of new information posted on our investor relations website in real time by signing up for email alerts.

None of the information provided on our website, in our press releases, public conference calls, and webcasts, or through social media channels is incorporated into, or deemed to be a part of, this quarterly report on Form 10-Q or in any other report or document we file with the SEC, and any references to our website or our social media channels are intended to be inactive textual references only.

3


PART I.   FINANCIAL INFORMATION
Item 1.
Financial Statements
IHS MARKIT LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except par value)
 
As of
 
As of
 
February 29, 2020
 
November 30, 2019
 
(Unaudited)
 
(Audited)
Assets

 

Current assets:

 

Cash and cash equivalents
$
143.9

 
$
111.5

Accounts receivable, net
979.7

 
890.7

Deferred subscription costs
88.9

 
72.1

Assets held for sale

 
115.3

Other current assets
125.8

 
118.2

Total current assets
1,338.3

 
1,307.8

Non-current assets:

 

Property and equipment, net
681.1

 
658.2

Intangible assets, net
4,063.5

 
4,169.0

Operating lease right-of-use assets, net
364.5

 

Goodwill
9,819.0

 
9,836.3

Deferred income taxes
17.8

 
17.8

Other
95.9

 
98.1

Total non-current assets
15,041.8

 
14,779.4

Total assets
$
16,380.1

 
$
16,087.2

Liabilities and equity


 


Current liabilities:

 

Short-term debt
$
251.1

 
$
251.1

Accounts payable
32.6

 
59.7

Accrued compensation
84.5

 
215.2

Other accrued expenses
440.9

 
479.1

Income tax payable
24.4

 
58.5

Deferred revenue
1,029.7

 
879.7

Operating lease liabilities
59.3

 

Liabilities held for sale

 
25.9

Total current liabilities
1,922.5

 
1,969.2

Long-term debt, net
4,961.3

 
4,874.4

Deferred income taxes
682.6

 
667.2

Operating lease liabilities
335.9

 

Other liabilities
94.7

 
145.5

Commitments and contingencies

 

Redeemable noncontrolling interests
14.1

 
15.1

Shareholders' equity:

 

Common shares, $0.01 par value, 3,000.0 authorized, 479.7 and 476.3 issued, and 398.9 and 398.3 outstanding at February 29, 2020 and November 30, 2019, respectively
4.8

 
4.8

Additional paid-in capital
7,724.5

 
7,769.4

Treasury shares, at cost: 80.8 and 78.0 at February 29, 2020 and November 30, 2019, respectively
(2,757.5
)
 
(2,391.8
)
Retained earnings
3,689.4

 
3,295.0

Accumulated other comprehensive loss
(292.2
)
 
(261.6
)
Total shareholders' equity
8,369.0

 
8,415.8

Total liabilities and equity
$
16,380.1

 
$
16,087.2

See accompanying notes.

4


IHS MARKIT LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In millions, except for per-share amounts)
 
 
Three months ended February 29/28,
 
2020
 
2019
Revenue
$
1,080.8

 
$
1,046.4

Operating expenses:
 
 
 
Cost of revenue
415.8

 
399.8

Selling, general and administrative
316.2

 
300.3

Depreciation and amortization
145.3

 
142.3

Restructuring charges
4.5

 
8.2

Acquisition-related costs
0.9

 
22.8

Other income, net
(372.8
)
 
(2.0
)
Total operating expenses
509.9

 
871.4

Operating income
570.9

 
175.0

Interest income
0.4

 
0.4

Interest expense
(61.2
)
 
(66.9
)
Net periodic pension and postretirement expense
(21.5
)
 
(0.3
)
Non-operating expense, net
(82.3
)
 
(66.8
)
Income from continuing operations before income taxes and equity in loss of equity method investees
488.6

 
108.2

(Provision) benefit for income taxes
(4.3
)
 
0.9

Equity in loss of equity method investees
(0.3
)
 
(0.1
)
Net income
484.0

 
109.0

Net loss attributable to noncontrolling interest
1.0

 
0.7

Net income attributable to IHS Markit Ltd.
$
485.0

 
$
109.7

 
 
 
 
Basic earnings per share attributable to IHS Markit Ltd.
$
1.23

 
$
0.28

Weighted average shares used in computing basic earnings per share
395.7

 
398.0

 
 
 
 
Diluted earnings per share attributable to IHS Markit Ltd.
$
1.20

 
$
0.27

Weighted average shares used in computing diluted earnings per share
404.1

 
408.0


See accompanying notes.


5




IHS MARKIT LTD.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited, in millions)


 
Three months ended February 29/28,
 
2020
 
2019
Net income
$
484.0

 
$
109.0

Other comprehensive income (loss), net of tax:
 
 
 
Net hedging activities (1)
0.1

 
(1.5
)
Net pension liability adjustment (2)
4.9

 

Foreign currency translation adjustment
(35.6
)
 
135.7

Total other comprehensive income (loss)
(30.6
)
 
134.2

Comprehensive income
$
453.4

 
$
243.2

Comprehensive loss attributable to noncontrolling interest
1.0

 
0.7

Comprehensive income attributable to IHS Markit Ltd.
$
454.4

 
$
243.9

 
 
 
 
(1) Net of tax (expense) benefit of ($0.0) million and $0.4 million for the three months ended February 29, 2020, and February 28, 2019, respectively.
(2) Net of tax expense of $2.1 million for the three months ended February 29, 2020.


See accompanying notes.

6



IHS MARKIT LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in millions)
 
 
Three months ended February 29/28,
 
2020
 
2019
Operating activities:

 

Net income
$
484.0

 
$
109.0

Reconciliation of net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
145.3

 
142.3

Stock-based compensation expense
82.6

 
59.7

Gain on sale of assets
(372.3
)
 

Payments for acquisition-related performance compensation
(75.9
)
 

Net periodic pension and postretirement expense
21.5

 
0.3

Undistributed earnings of affiliates, net
0.2

 

Pension and postretirement contributions
(8.2
)
 
(0.5
)
Deferred income taxes
15.1

 
(23.4
)
Change in assets and liabilities:
 
 
 
Accounts receivable, net
(89.8
)
 
(155.7
)
Other current assets
(41.0
)
 
(51.5
)
Accounts payable
(21.5
)
 
4.0

Accrued expenses
(142.0
)
 
(78.6
)
Income tax
(40.0
)
 
3.3

Deferred revenue
151.8

 
162.9

Other liabilities
9.7

 
16.2

Net cash provided by operating activities
119.5

 
188.0

Investing activities:

 

Capital expenditures on property and equipment
(78.0
)
 
(63.2
)
Payments to acquire cost- and equity-method investments
(3.6
)
 
(5.1
)
Proceeds from sale of assets
466.2

 

Change in other assets
(0.1
)
 
(1.9
)
Settlements of forward contracts
2.5

 
1.4

Net cash provided by (used in) investing activities
387.0

 
(68.8
)
Financing activities:

 

Proceeds from borrowings
293.8

 
307.0

Repayment of borrowings
(209.1
)
 
(392.9
)
Proceeds from noncontrolling interests

 
12.5

Contingent consideration payments

 
(2.2
)
Dividends paid
(67.7
)
 

Proceeds from the exercise of employee stock options
130.9

 
25.7

Payments related to tax withholding for stock-based compensation
(110.0
)
 
(62.0
)
Repurchases of common shares
(500.0
)
 

Net cash used in financing activities
(462.1
)
 
(111.9
)
Foreign exchange impact on cash balance
(12.0
)
 
5.9

Net increase in cash and cash equivalents
32.4

 
13.2

Cash and cash equivalents at the beginning of the period
111.5

 
120.0

Cash and cash equivalents at the end of the period
$
143.9

 
$
133.2


See accompanying notes.

7


IHS MARKIT LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited, in millions)

 
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, 2018 (Audited)
397.1

 
$
4.7

 
$
7,680.4

 
$
(2,108.8
)
 
$
2,743.1

 
$
(298.9
)
 
$
8,020.5

 
 
$
5.9

Adjustment to opening retained earnings related to adoption of ASC Topic 606
 
 
 
 
 
 
 
 
56.0

 
 
 
56.0

 
 
 
Share-based award activity
1.7

 
0.1

 
8.5

 
(18.0
)
 
(2.4
)
 
 
 
(11.8
)
 
 
 
Option exercises
0.9

 
 
 
23.7

 
 
 
 
 
 
 
23.7

 
 
 
Net income (loss)
 
 
 
 
 
 
 
 
109.7

 
 
 
109.7

 
 
(0.7
)
Issuance of noncontrolling interests
 
 
 
 
 
 
 
 
 
 
 
 

 
 
12.5

Other comprehensive income
 
 
 
 
 
 
 
 
 
 
134.2

 
134.2

 
 
 
Balance at February 28, 2019
399.7


$
4.8


$
7,712.6


$
(2,126.8
)

$
2,906.4


$
(164.7
)

$
8,332.3



$
17.7


 
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, 2019 (Audited)
398.3

 
$
4.8

 
$
7,769.4

 
$
(2,391.8
)
 
$
3,295.0

 
$
(261.6
)
 
$
8,415.8

 
 
$
15.1

Repurchases of common shares
(6.5
)
 
 
 
 
 
(500.0
)
 
 
 
 
 
(500.0
)
 
 
 
Share-based award activity
2.2

 
 
 
(175.8
)
 
134.3

 
$
(21.6
)
 
 
 
(63.1
)
 
 
 
Option exercises
4.9

 
 
 
130.9

 
 
 
 
 
 
 
130.9

 
 
 
Dividends and dividend equivalents
 
 
 
 
 
 
 
 
(69.0
)
 
 
 
(69.0
)
 
 
 
Net income (loss)
 
 
 
 
 
 
 
 
485.0

 
 
 
485.0

 
 
(1.0
)
Other comprehensive income
 
 
 
 
 
 
 
 
 
 
(30.6
)
 
(30.6
)
 
 
 
Balance at February 29, 2020
398.9


$
4.8


$
7,724.5


$
(2,757.5
)

$
3,689.4


$
(292.2
)

$
8,369.0



$
14.1


See accompanying notes.

8


IHS MARKIT LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
1.
Basis of Presentation and Significant Accounting Policies

The accompanying unaudited condensed consolidated financial statements of IHS Markit have been prepared on substantially the same basis as our annual consolidated financial statements and should be read in conjunction with our Annual Report on Form 10-K for the year ended November 30, 2019. In our opinion, these condensed consolidated financial statements reflect all adjustments necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods presented, and such adjustments are of a normal, recurring nature.

Our business has seasonal aspects. Our first quarter generally has our lowest quarterly levels of revenue and profit. We also experience event-driven seasonality in our business; for instance, CERAWeek, an annual energy conference, is typically held in the second quarter of each year (see Note 16 for additional information about this event for 2020). Another example is the biennial release of the Boiler Pressure Vessel Code (“BPVC”) engineering standard, which generates revenue for us predominantly in the third quarter of every other year. The most recent BPVC release was in the third quarter of 2019.

Leases

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, which requires that lease assets and lease liabilities be recognized on the balance sheet, and that key information about leasing arrangements be disclosed. In July 2018, the FASB issued ASU 2018-11, which provides targeted improvements to ASU 2016-02 by providing an additional optional transition method and a lessor practical expedient for lease and nonlease components. These standards have been codified in the FASB’s Accounting Standards Codification (“ASC”) Topic 842, “Leases.”

We adopted the standard in the first quarter of our fiscal year 2020 using the modified retrospective transition method applied to our lease contracts as of the adoption date. We elected to use the transition relief package of practical expedients, but we did not elect to use the hindsight practical expedient in determining a lease term and impairment of the right-of-use (“ROU”) assets at the adoption date. We did not apply the lease accounting recognition requirements to leases with a term of one year or less.

We utilize operating leases for our various workplaces worldwide, and we also utilize operating leases for our data centers. These leases have remaining terms ranging from one to 12 years, many of which include renewal and early termination options. As of February 29, 2020, we have not considered extension and early termination options in our calculation of the ROU assets and lease liabilities because we do not believe that it is reasonably certain that we will exercise those options. We do not have any significant finance leases.

We determine if an arrangement is a lease at inception. We consider any contract where there is an identified asset that we have the right to control in determining whether the contract contains a lease. An ROU asset represents our right to use an underlying asset for the lease term, and the lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As our operating leases do not provide an implicit rate, we use an incremental borrowing rate based on the information available on the commencement date in determining the present value of lease payments. We calculate our incremental borrowing rates by extrapolating our current unsecured bond portfolio across the maturity ladder and adjusting the resultant corporate rate for the estimated spread for a secured borrowing and for foreign currencies, as appropriate. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Operating lease transactions are included in operating lease right-of-use assets, net, and current and noncurrent operating lease liabilities in the condensed consolidated balance sheets.


9


The following table shows the cumulative effect of the changes made to the December 1, 2019 consolidated balance sheet for the adoption of ASC Topic 842 related to lease contracts that were in effect at the time of adoption (in millions):
 
November 30, 2019
 
Adjustments due to adoption of ASC Topic 842
 
December 1, 2019
Other current assets
3.4

 
(3.4
)
 

Operating lease right-of-use assets, net

 
380.7

 
380.7

Other accrued expenses
(9.6
)
 
9.6

 

Operating lease liabilities, current

 
(63.9
)
 
(63.9
)
Operating lease liabilities, noncurrent

 
(350.6
)
 
(350.6
)
Other liabilities
(27.6
)
 
27.6

 



Recent Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, which replaces the existing incurred loss impairment model with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The standard will be effective for us in the first quarter of our fiscal year 2021. We do not expect that the adoption of this ASU will have a significant impact on our consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, which removes Step 2 from the goodwill impairment test. The standard will be effective for us in the first quarter of our fiscal 2021, although early adoption is permitted. We do not expect that the adoption of this ASU will have a significant impact on our consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, which addresses the accounting for implementation costs associated with a hosted service. The standard provides that implementation costs be evaluated for capitalization using the same criteria as that used for internal-use software development costs, with amortization expense being recorded in the same income statement expense line as the hosted service costs and over the expected term of the hosting arrangement. The standard will be effective for us in the first quarter of our fiscal 2021, although early adoption is permitted. The amendments will be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We do not expect that the adoption of this ASU will have a significant impact on our consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, which enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as tax basis step-up in goodwill obtained in a transaction that is not a business combination, ownership changes in investments, and interim-period accounting for enacted changes in tax law. The standard will be effective for us in the first quarter of our fiscal year 2022, although early adoption is permitted. We do not expect that the adoption of this ASU will have a significant impact on our consolidated financial statements.

2.
Business Combinations and Divestitures

Aerospace & Defense divestiture. On December 2, 2019, we completed the sale of our Aerospace & Defense (“A&D”) business line to Montagu Private Equity for approximately $466 million. The A&D assets were previously included in our Transportation segment. We recognized a gain of approximately $372 million on the sale, subject to final working capital adjustments. The gain is included in other income, net, in the condensed consolidated statements of operations. The transaction resulted in the divestiture of the following assets and liabilities (in millions):
Current assets
$
18.9

Property and equipment
$
4.5

Intangible assets
$
4.2

Goodwill
$
87.7

Current liabilities
$
(1.1
)
Deferred revenue
$
(24.8
)


automotiveMastermind equity interests acquisition. In September 2017, we acquired aM, a leading provider of predictive analytics and marketing automation software for the automotive industry. We purchased approximately 78 percent of aM at that time. In exchange for the remaining 22 percent of aM, we issued equity interests in aM’s immediate parent holding company to aM’s founders and certain employees. We agreed to pay cash to acquire the interests over the next five years based on put/call

10


provisions that tie the valuation to underlying adjusted EBITDA performance of aM. Since the purchase of the remaining 22 percent of the business requires continued service of the founders and employees, we are accounting for the arrangement as compensation expense that is remeasured based on changes in the fair value of the equity interests. We have classified this expense as acquisition-related costs within the consolidated statements of operations and we have classified the associated accrued liability within other accrued expenses and other liabilities in the consolidated balance sheets. In November 2019, the option holders exercised the put provision on 62.5 percent of their remaining 22 percent interest in the business for $75.9 million in cash, which we paid in December 2019. We estimate the compensation expense associated with the remaining equity interests to be approximately $70 to $75 million, of which approximately $29.7 million has been recognized as of February 29, 2020. During the first quarter of 2020, due to a forfeiture and subsequent reallocation of equity interests to the remaining option holders, we reversed previously recognized expense for the forfeited interests, which resulted in negligible total first quarter 2020 acquisition-related performance compensation. We will recognize the expense associated with the reallocated interests over the remaining life of the options, through September 2022.

3.
Revenue

We disaggregate our revenue by segment (as described in Note 15) and by transaction type according to the following categories:

Recurring fixed revenue represents revenue generated from contracts specifying a relatively fixed fee for services delivered over the life of the contract. The initial term of these contracts is typically annual (with some longer-term arrangements) and non-cancellable for the term of the subscription. The fixed fee is typically paid annually or more periodically in advance, and may contain provisions for minimum monthly payments. These contracts typically consist of subscriptions to our various information offerings and software maintenance, which provide continuous access to our platforms and associated data over the contract term. Subscription revenue is usually recognized ratably over the contract term or, for term-based software license arrangements, annually on renewal.

Recurring variable revenue represents revenue from contracts that specify a fee for services, which is typically not fixed. The variable fee is usually paid monthly in arrears. Recurring variable revenue is based on, among other factors, the number of trades processed, assets under management, or the number of positions we value, and revenue is recognized based on the specific factor used (e.g., for usage-based contracts, we recognize revenue in line with usage in the period). Most of these contracts have an initial term ranging from one to five years, with auto-renewal periods thereafter. Recurring variable revenue was derived entirely from the Financial Services segment for all periods presented.

Non-recurring revenue represents consulting, services, single-document product sales, perpetual license sales and associated services, conferences and events, and advertising. Revenue for services and other non-recurring revenue is recognized upon completion of the associated performance obligation.

The following table presents our revenue by transaction type (in millions):
 
Three months ended February 29/28,
 
2020
 
2019
Recurring fixed revenue
$
804.1

 
$
767.2

Recurring variable revenue
146.8

 
136.0

Non-recurring revenue
129.9

 
143.2

Total revenue
$
1,080.8

 
$
1,046.4



Our customer contracts may include multiple performance obligations; for example, we typically sell software licenses with maintenance and other associated services. For these transactions, we recognize revenue based on the relative fair value to the customer of each performance obligation as each performance obligation is completed.

We record a receivable when a customer is billed or when revenue is recognized prior to billing a customer. Contract assets include unbilled amounts for multi-year customer contracts where payment is not yet due and where services have been provided up-front but have not yet been billed. Contract assets were approximately $30.0 million as of February 29, 2020 and $39.8 million as of November 30, 2019, and are recorded in accounts receivable, net, in the consolidated balance sheets.


11


Contract liabilities primarily include our obligations to transfer goods or services for which we have received consideration (or an amount of consideration is due) from the customer. Billings represent amounts that were paid in advance or due from customers. We record our contract liabilities as deferred revenue in the consolidated balance sheets.

The following table provides a reconciliation of our contract liabilities as of February 29, 2020 (in millions):
Balance at November 30, 2019
 
$
879.7

Billings
 
977.3

Revenue recognized
 
(827.3
)
Balance at February 29, 2020
 
$
1,029.7



We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to exceed one year. Certain sales commission programs are designed to promote the sale of products and services to new customers, and we therefore defer the incremental costs related to these programs over the expected customer life related to those products underlying the contracts. We record these expenses as selling, general and administrative expense within the consolidated statements of operations.

4.
Leases

The following table presents lease cost, cash paid for amounts included in the measurement of lease liabilities, the weighted-average remaining lease term, and the weighted-average discount rate for our operating leases for the three months ended February 29, 2020 (in millions):
 
 
Three months ended February 29, 2020
Lease cost:
 
 
Operating lease cost
 
$
18.9

 
 
 
Other information:
 
 
Cash paid for amounts included in the measurement of lease liabilities
 
 
Operating cash outflows from operating leases
 
$
15.8

Weighted-average remaining lease term
 
8.3 years

Weighted-average discount rate
 
2.1
%


As of February 29, 2020, maturities of operating lease liabilities under non-cancellable arrangements were as follows (in millions):
Year
 
Amount
Remainder of 2020
 
$
52.2

2021
 
67.6

2022
 
53.4

2023
 
46.8

2024
 
42.0

Thereafter
 
166.1

Total future minimum operating lease payments
 
428.1

Imputed interest
 
(32.9
)
Total operating lease liability
 
$
395.2




12


5.
Intangible Assets

The following table presents details of our intangible assets, other than goodwill, as of February 29, 2020 and November 30, 2019 (in millions): 
 
As of February 29, 2020
 
As of November 30, 2019
 
Gross
 
Accumulated
Amortization
 
Net
 
Gross
 
Accumulated
Amortization
 
Net
Intangible assets subject to amortization:
 
 
 
 
 
 
 
 
 
 
 
Customer relationships
$
3,465.3

 
$
(671.9
)
 
$
2,793.4

 
$
3,476.1

 
$
(628.7
)
 
$
2,847.4

Developed technology
946.7

 
(227.5
)
 
719.2

 
949.6

 
(208.9
)
 
740.7

Information databases
590.9

 
(324.1
)
 
266.8

 
591.6

 
(310.9
)
 
280.7

Trademarks
486.8

 
(216.7
)
 
270.1

 
487.0

 
(203.0
)
 
284.0

Developed computer software
76.1

 
(64.7
)
 
11.4

 
76.3

 
(62.9
)
 
13.4

Other
4.1

 
(1.5
)
 
2.6

 
4.1

 
(1.3
)
 
2.8

Total intangible assets
$
5,569.9

 
$
(1,506.4
)
 
$
4,063.5

 
$
5,584.7

 
$
(1,415.7
)
 
$
4,169.0



Intangible assets amortization expense was $94.2 million for the three months ended February 29, 2020, compared to $95.7 million for the three months ended February 28, 2019. The following table presents the estimated future amortization expense related to intangible assets held as of February 29, 2020 (in millions):
Year
 
Amount
Remainder of 2020
 
$
279.7

2021
 
$
368.7

2022
 
$
351.7

2023
 
$
339.5

2024
 
$
320.8

Thereafter
 
$
2,403.1


Goodwill, gross intangible assets, and net intangible assets are all subject to foreign currency translation effects. The change in net intangible assets from November 30, 2019 to February 29, 2020 was primarily due to current year amortization.


13


6.
Debt

The following table summarizes total indebtedness, including unamortized premiums, as of February 29, 2020 and November 30, 2019 (in millions):
 
 
 
 
February 29, 2020
 
November 30, 2019
 
 
Maturity Date
 
Carrying Amount
 
Fair Value
 
Carrying Amount
 
Fair Value
Credit Facilities:
 
 
 
 
 
 
 
 
 
 
2019 revolving facility
 
November 2024
 
323.0

 
323.0

 
237.0

 
237.0

2019 credit agreement
 
September 2020
 
250.0

 
250.0

 
250.0

 
250.0

Senior Unsecured Notes:
 
 
 
 
 
 
 
 
 
 
5% senior notes due 2022
 
November 1, 2022
 
748.2

 
806.3

 
748.2

 
798.2

4.125% senior notes due 2023
 
August 1, 2023
 
499.0

 
537.2

 
498.9

 
528.8

3.625% senior notes due 2024
 
May 1, 2024
 
399.0

 
424.1

 
398.9

 
416.4

4.75% senior notes due 2025
 
February 15, 2025
 
811.3

 
888.6

 
811.8

 
873.6

4.00% senior notes due 2026
 
March 1, 2026
 
500.0

 
549.9

 
500.0

 
530.2

4.75% senior notes due 2028
 
August 1, 2028
 
747.7

 
869.5

 
747.6

 
838.4

4.25% senior notes due 2029
 
May 1, 2029
 
973.4

 
1,073.8

 
974.2

 
1,026.7

Debt issuance costs
 
 
 
(45.5
)
 

 
(47.7
)
 
 
Finance leases
 
 
 
6.3

 
 
 
6.6

 
 
Total debt
 
 
 
$
5,212.4

 
 
 
$
5,125.5

 
 
Current portion
 
 
 
(251.1
)
 
 
 
(251.1
)
 
 
Total long-term debt
 
 
 
$
4,961.3

 
 
 
$
4,874.4

 
 

2019 revolving facility. On November 29, 2019, we entered into a $1.25 billion senior unsecured revolving credit agreement (“2019 revolving facility”). Subject to certain conditions, the 2019 revolving facility may be expanded by up to an aggregate of $750 million in additional commitments. Borrowings under the 2019 revolving facility mature in November 2024. The interest rates for borrowings under the 2019 revolving facility are the applicable LIBOR plus a spread of 1.00 percent to 1.625 percent, depending upon our corporate credit rating. A commitment fee on any unused balance is payable periodically and ranges from 0.10 percent to 0.25 percent based upon our corporate credit rating. We had approximately $1.3 million of outstanding letters of credit under the 2019 revolving facility as of February 29, 2020, which reduced the available borrowing under the facility by an equivalent amount.

2019 credit agreement. In September 2019, we entered into a 364-day credit agreement (the “2019 credit agreement”) for a term loan credit facility in an aggregate principal amount of $250.0 million. The interest rate for borrowing under the 2019 credit agreement is the applicable LIBOR plus a spread of 0.75 percent.

The 2019 revolving facility and the 2019 credit agreement are subject to certain financial and other covenants, including a maximum Leverage Ratio and a minimum Interest Coverage Ratio, which is defined as the ratio of Consolidated EBITDA to Consolidated Interest Expense, as such terms are defined in the agreements.

As of February 29, 2020, we had approximately $323.0 million of outstanding borrowings under the 2019 revolving facility at a current annual interest rate of 2.89 percent and $250.0 million of outstanding borrowings under the 2019 credit agreement at a current weighted average annual interest rate of 2.41 percent.

Senior Unsecured Notes. All of our senior unsecured notes (“Senior Notes”) are unsecured and bear interest at a fixed rate payable semiannually. The Senior Notes were issued in registered offerings under the Securities Act or in offerings not subject to the registration requirements of the Securities Act, and all the Senior Notes have been admitted for trading to the official list of The International Stock Exchange in the Channel Islands. The indentures governing the Senior Notes all provide that, at the option of the respective holders of the Senior Notes, we may be required to purchase all or a portion of such Senior Notes upon occurrence of a change of control triggering event as defined in the respective indentures, at a price equal to 101 percent of the principal amount thereof, plus accrued and unpaid interest to the date of purchase. All the indentures also contain (i) covenants that limit our ability to, among other things, incur or create liens and enter into sale and leaseback transactions, (ii) covenants

14


that limit our ability to consolidate or merge with another entity or to sell all or substantially all of our assets to another entity, and (iii) customary default provisions.

As of February 29, 2020, we were in compliance with all of our debt covenants. We have classified short-term debt based on scheduled loan payments and intended repayments on our revolving facility based on expected cash availability over the next 12 months.

The carrying value of our variable rate debt instruments approximate their fair value because of the variable interest rates associated with those instruments. The fair values of the senior notes were measured using observable inputs in markets that are not active; consequently, we have classified those notes within Level 2 of the fair value hierarchy.

7.
Derivatives

Our business is exposed to various market risks, including interest rate and foreign currency risks. We utilize derivative instruments to help us manage these risks. We do not hold or issue derivatives for speculative purposes.

Interest Rate Swaps

To mitigate interest rate exposure on our outstanding revolving facility debt, we utilize interest rate derivative contracts that effectively swap $400 million of floating rate debt at a 2.86 percent weighted-average fixed interest rate, plus the applicable spread on our floating rate debt. We entered into these swap contracts in November 2013 and January 2014, and the contracts expire between May and November 2020.

Because the terms of these swaps and the variable rate debt (as amended or extended over time) effectively coincide, we do not expect any ineffectiveness. We have designated and accounted for these instruments as cash flow hedges, with changes in fair value being deferred in AOCI in our consolidated balance sheets.

Foreign Currency Forwards

To mitigate foreign currency exposure, we utilize short-term foreign currency forward contracts that manage market risks associated with fluctuations in balances that are denominated in currencies other than the local functional currency. We account for these forward contracts at fair value and recognize the associated realized and unrealized gains and losses in other (income) expense, net, since we have not designated these contracts as hedges for accounting purposes. The notional amount of these outstanding foreign currency forward contracts was $419 million and $695 million as of February 29, 2020 and November 30, 2019, respectively.

Fair Value of Derivatives

Since our derivative instruments are not listed on an exchange, we have evaluated fair value by reference to similar transactions in active markets; consequently, we have classified all of our derivative instruments within Level 2 of the fair value measurement hierarchy. As of February 29, 2020, and November 30, 2019, we had assets of $1.1 million and $3.5 million, respectively, which were classified within other current assets, and we had liabilities of $7.4 million and $3.9 million, respectively, which were classified within other accrued expenses and other liabilities.
 

15


8.
Acquisition-Related Costs

During the three months ended February 29, 2020, we incurred approximately $0.9 million in costs associated with acquisitions and divestitures.

The following table provides a reconciliation of the acquisition-related costs accrued liability, recorded in other accrued expenses and other liabilities, as of February 29, 2020 (in millions):
 
Employee
Severance and
Other
Termination
Benefits
 
Contract
Termination
Costs
 
Other
 
Total
Balance at November 30, 2019
$

 
$
8.2

 
$
112.6

 
$
120.8

Add: Costs incurred

 

 
1.8

 
1.8

Revision to prior estimates

 
(0.8
)
 
(0.1
)
 
(0.9
)
Less: ASC Topic 842 adjustment

 
(6.6
)
 

 
(6.6
)
Less: Amount paid

 
(0.8
)
 
(84.3
)
 
(85.1
)
Balance at February 29, 2020
$

 
$

 
$
30.0

 
$
30.0



The ASC Topic 842 transition adjustment is related to the net cease-use liabilities associated with facility abandonments that were reclassified to ROU asset and operating lease liabilities at the transition date. As of February 29, 2020, approximately $29.7 million of the remaining liability is associated with the aM acquisition-related performance compensation liability described in Note 2.

9.
Stock-Based Compensation

Stock-based compensation expense for the three months ended February 29, 2020 and February 28, 2019 was as follows (in millions):
 
Three months ended February 29/28,
 
2020
 
2019
Cost of revenue
$
24.0

 
$
17.3

Selling, general and administrative
58.6

 
42.4

Total stock-based compensation expense
$
82.6

 
$
59.7


No stock-based compensation cost was capitalized during the three months ended February 29, 2020 and February 28, 2019.
As of February 29, 2020, there was $334.4 million of unrecognized stock-based compensation cost, adjusted for estimated forfeitures, related to unvested stock-based awards that will be recognized over a weighted-average period of approximately 2.1 years. Total unrecognized stock-based compensation cost will be adjusted for future changes in estimated forfeitures and expected performance achievement.
Restricted Stock Units (RSUs) and Restricted Stock Awards (RSAs). The following table summarizes RSU/RSA activity, including awards with performance and market conditions, during the three months ended February 29, 2020:
 
Shares
 
Weighted-
Average Grant
Date Fair Value
 
(in millions)
 
 
Balance at November 30, 2019
8.2

 
$
47.41

Granted
2.5

 
$
80.53

Vested
(3.6
)
 
$
44.34

Forfeited
(0.1
)
 
$
55.00

Balance at February 29, 2020
7.0

 
$
60.83


The total fair value of RSUs and RSAs that vested during the three months ended February 29, 2020 was $282.4 million.

16


Stock Options. The following table summarizes stock option award activity during the three months ended February 29, 2020, as well as stock options that are vested and expected to vest and stock options exercisable as of February 29, 2020:
 
Shares
 
Weighted-Average Exercise Price
 
Weighted-Average Remaining Contractual Term
 
Aggregate Intrinsic Value
 
(in millions)
 
 
 
(in years)
 
(in millions)
Balance at November 30, 2019
9.0

 
$
26.81

 
 
 
 
Exercised
(4.9
)
 
$
26.67

 
 
 
 
Forfeited

 
$

 
 
 
 
Balance at February 29, 2020
4.1

 
$
26.99

 
0.9
 
181.3

Exercisable at February 29, 2020
3.8

 
$
26.84

 
0.8
 
167.3


 
The aggregate intrinsic value amounts in the table above represent the difference between the closing price of our common shares on February 29, 2020 and the exercise price, multiplied by the number of in-the-money stock options as of that date. This represents the value that would have been received by stock option holders if they had all exercised their stock options on February 29, 2020. In future periods, this amount will change depending on fluctuations in our share price. The total intrinsic value of stock options exercised during the three months ended February 29, 2020 was approximately $256.8 million.

10.
Income Taxes

Our effective tax rate is estimated based upon the effective tax rate expected to be applicable for the full year.

Our effective tax rate for the three months ended February 29, 2020 was 1 percent, compared to negative 1 percent for the three months ended February 28, 2019. The low 2020 tax rate is primarily due to excess tax benefits on stock-based compensation of approximately $64 million and the tax-efficient divestiture of the A&D business line (U.K. share sales are exempt from tax) of approximately $29 million. The negative 2019 tax rate is primarily due to tax benefits associated with excess tax benefits on stock-based compensation of approximately $12 million and change in partnership basis related to intangible assets of approximately $7 million.

11.
Pensions and Postretirement Benefits

During the first quarter of 2020, we incurred settlement expense of approximately $11.6 million related to lump-sum distributions to participants in our U.S. RIP, SIP, and U.K. RIP plans. We also converted to termination accounting for our U.K. RIP at the end of the first quarter, which resulted in an expense recognition of actuarial loss in excess of corridor of approximately $9.6 million.

In March 2020, we transferred our U.S. RIP annuity liability to a third-party insurer, and we expect to transfer our U.K. RIP liability to a third-party insurer by the end of the second quarter of 2020.

12.
Commitments and Contingencies

From time to time, in the ordinary course of our business, we are involved in various legal, regulatory or administrative proceedings, lawsuits, government investigations, and other claims, including employment, commercial, intellectual property, and environmental, safety, and health matters. In addition, we may receive routine requests for information from governmental agencies in connection with their regulatory or investigatory authority or from private third parties pursuant to valid court orders or subpoenas. We review such proceedings, lawsuits, investigations, claims, and requests for information and take appropriate action as necessary. At the present time, we can give no assurance as to the outcome of any such pending proceedings, lawsuits, investigations, claims, or requests for information and we are unable to determine the ultimate resolution of or provide a reasonable estimate of the range of possible loss attributable to these matters or the effect they may have on us. However, we do not expect the outcome of such proceedings, lawsuits, claims, or requests for information to have a material adverse effect on our results of operations or financial condition. We have defended and will continue to vigorously defend ourselves in all matters.


17


13.
Common Shares and Earnings per Share
Weighted-average shares outstanding for the three months ended February 29, 2020 and February 28, 2019 were calculated as follows (in millions):
 
Three months ended February 29/28,
 
2020
 
2019
Weighted-average shares outstanding:
 
 
 
Shares used in basic EPS calculation
395.7

 
398.0

Effect of dilutive securities:
 
 
 
RSUs/RSAs
3.8

 
3.0

Stock options
4.6

 
7.0

Shares used in diluted EPS calculation
404.1

 
408.0



Share Repurchase Programs

In October 2019, our Board of Directors authorized a share repurchase program of up to $2.5 billion of IHS Markit common shares from October 17, 2019 through November 30, 2021, to be funded using our existing cash, cash equivalents, marketable securities, and future cash flows, or through the incurrence of short- or long-term indebtedness, at management’s discretion. This program replaced the previous share repurchase program that was originally set to terminate on November 30, 2019, but was early terminated by our Board of Directors. This October 2019 share repurchase program does not obligate us to repurchase any set dollar amount or number of shares and may be modified, suspended, or terminated at any time without prior notice. Under the repurchase program, we are authorized to repurchase our common shares on the open market from time to time, in privately negotiated transactions, or through accelerated repurchase agreements, subject to availability of common shares, price, market conditions, alternative uses of capital, and applicable regulatory requirements, at management’s discretion. As of February 29, 2020, we had $2.0 billion remaining available to repurchase under the program.

In December 2019, we funded a $500 million accelerated share repurchase (“ASR”) agreement with a scheduled termination date in the first quarter of 2020. Upon funding of the ASR, we received an initial delivery of 5.547 million shares. At the completion of the ASR in February 2020, we received an additional 0.944 million shares.

In March 2020, we funded a $250 million ASR agreement with a scheduled termination date in the second quarter of 2020. Upon funding of the ASR, we received an initial delivery of 2.807 million shares. The total number of shares ultimately to be repurchased under the ASR will generally be based on the daily volume-weighted average price of the shares during the calculation period for the ASR, less an agreed discount. At final settlement of the ASR, we may be entitled to receive additional shares, or, under certain limited circumstances, be required to deliver shares to the relevant ASR counterparty.

In August 2016, our Board of Directors separately authorized, subject to applicable regulatory requirements, the repurchase of our common shares surrendered by employees in an amount equal to the exercise price, if applicable, and statutory tax liability associated with the vesting of their equity awards, for which we pay the statutory tax on behalf of the employee and forgo receipt of the exercise price of the award from the employee, if applicable.

Dividends

On January 17, 2020, our Board of Directors approved a cash dividend of $0.17 per common share issued and outstanding to the holders of record as of February 6, 2020. A cash dividend of $67.7 million was paid on February 14, 2020, and dividend equivalents of $1.3 million were accrued on unvested equity awards. The total $69.0 million associated with the dividend was recorded as a reduction to retained earnings.

Employee Benefit Trust (EBT) Shares

We have approximately 25.2 million outstanding common shares that are held by the Markit Group Holdings Limited Employee Benefit Trust. The trust is under our control using the variable interest entity model criteria; consequently, we have consolidated and classified the trust shares as treasury shares within our consolidated balance sheets.


18


14.Accumulated Other Comprehensive Income (Loss)

The following table summarizes the changes in AOCI by component (net of tax) for the three months ended February 28, 2019 (in millions):
 
 
Foreign currency translation
 
Net pension and OPEB liability
 
Unrealized losses on hedging activities
 
Total
Balance at November 30, 2018
 
$
(288.5
)
 
$
(9.9
)
 
$
(0.5
)
 
$
(298.9
)
Other comprehensive income (loss) before reclassifications
 
135.7

 

 
(1.7
)
 
134.0

Reclassifications from AOCI to income
 

 

 
0.2

 
0.2

Balance at February 28, 2019
 
$
(152.8
)

$
(9.9
)

$
(2.0
)

$
(164.7
)

The following table summarizes the changes in AOCI by component (net of tax) for the three months ended February 29, 2020 (in millions):
 
 
Foreign currency translation
 
Net pension and OPEB liability
 
Unrealized losses on hedging activities
 
Total
Balance at November 30, 2019
 
$
(242.3
)
 
$
(15.6
)
 
$
(3.7
)
 
$
(261.6
)
Other comprehensive income (loss) before reclassifications
 
(35.6
)
 

 
(0.7
)
 
(36.3
)
Reclassifications from AOCI to income
 

 
4.9

 
0.8

 
5.7

Balance at February 29, 2020
 
$
(277.9
)

$
(10.7
)

$
(3.6
)

$
(292.2
)


15.
Segment Information

We prepare our financial reports and analyze our business results within our four operating segments: Financial Services, Transportation, Resources, and CMS. We evaluate revenue performance at the segment level and by transaction type. No single customer accounted for 10 percent or more of our total revenue for the three months ended February 29, 2020 and February 28, 2019. There are no material inter-segment revenues for any period presented. Our shared services function includes corporate transactions that are not allocated to the reportable segments, including net periodic pension and postretirement expense, as well as certain corporate functions such as investor relations, procurement, corporate development, and portions of finance, legal, and marketing.

We evaluate segment operating performance at the Adjusted EBITDA level for each of our four segments. We define Adjusted EBITDA as net income before net interest, provision for income taxes, depreciation and amortization, stock-based compensation expense, restructuring charges, acquisition-related costs and performance compensation, exceptional litigation, net other gains and losses, pension mark-to-market and settlement expense, the impact of joint ventures and noncontrolling interests, and discontinued operations. Information about the operations of our four segments is set forth below (in millions).

19



 
Three months ended February 29/28,
 
2020
 
2019
Revenue
 
 
 
Financial Services
$
436.0

 
$
409.2

Transportation
297.2

 
288.1

Resources
225.6

 
216.8

CMS
122.0

 
132.3

Total revenue
$
1,080.8

 
$
1,046.4

 
 
 
 
Adjusted EBITDA
 
 
 
Financial Services
$
205.4

 
$
183.2

Transportation
118.0

 
114.3

Resources
90.2

 
93.2

CMS
29.4

 
29.4

Shared services
(11.4
)
 
(12.0
)
Total Adjusted EBITDA
$
431.6

 
$
408.1

 
 
 
 
Reconciliation to the consolidated statements of operations:
 
 
 
Interest income
0.4

 
0.4

Interest expense
(61.2
)
 
(66.9
)
(Provision) benefit for income taxes
(4.3
)
 
0.9

Depreciation
(51.1
)
 
(46.6
)
Amortization related to acquired intangible assets
(94.2
)
 
(95.7
)
Stock-based compensation expense
(82.6
)
 
(59.7
)
Restructuring charges
(4.5
)
 
(8.2
)
Acquisition-related costs
(0.7
)
 
(7.5
)
Acquisition-related performance compensation
(0.2
)
 
(15.3
)
Loss on debt extinguishment

 
(0.2
)
Gain on sale of assets
372.3

 

Pension mark-to-market and settlement expense
(21.2
)
 

Share of joint venture results not attributable to Adjusted EBITDA
(0.3
)
 
(0.1
)
Adjusted EBITDA attributable to noncontrolling interest
1.0

 
0.5

Net income attributable to IHS Markit Ltd.
$
485.0

 
$
109.7



16.
Subsequent Event

On March 1, 2020, as part of our commitment to the health and safety of our customers, partners, and colleagues, and, given the situation regarding the coronavirus disease (“COVID-19”), we announced the cancellation of our large customer events scheduled for the second quarter of 2020. We estimate the cancellation of these events will reduce non-recurring revenue by approximately $50 million. We are currently evaluating the impact on costs associated with these events that may not be refundable.

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand the financial condition and results of operations of IHS Markit Ltd. (“IHS Markit,” “we,” “us,” or “our”) as of and for the periods presented. The following discussion should be read in conjunction with our 2019 Annual Report on Form 10-K and the Condensed Consolidated Financial Statements and accompanying notes included in this

20


Quarterly Report on Form 10-Q. References to 2020 are to our fiscal year 2020, which began on December 1, 2019 and ends on November 30, 2020.

Executive Summary

Business Overview

We are a world leader in critical information, analytics, and solutions for the major industries and markets that drive economies worldwide. We deliver next-generation information, analytics, and solutions to customers in business, finance, and government, improving their operational efficiency and providing deep insights that lead to well-informed, confident decisions. We have more than 50,000 business and government customers, including 80 percent of the Fortune Global 500 and the world’s leading financial institutions. Headquartered in London, we are committed to sustainable, profitable growth.