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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 May 31, 2021

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) 
 ___________________________________________________
Bermuda001-3649598-1166311
(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 classTrading SymbolName of each exchange on which registered
Common Shares, $0.01 par value per shareINFONew 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.      Yes      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).     Yes      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.
 



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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 May 31, 2021, there were 398,612,292 Common Shares outstanding (excluding 25,219,470 outstanding common shares held by the Markit Group Holdings Limited Employee Benefit Trust).


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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: the completion of the merger with S&P Global Inc. (“S&P Global”) on anticipated terms and timing, including 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 the combined company’s operations and other conditions to the completion of the merger; the ability of S&P Global and IHS Markit to integrate the business successfully and to achieve anticipated synergies; potential litigation relating to the proposed transaction that could be instituted against S&P Global, IHS Markit, or their respective directors; the risk that disruptions from the proposed transaction will harm S&P Global’s and IHS Markit’s business, including current plans and operations; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the merger; rating agency actions; potential business uncertainty, including changes to existing business relationships, during the pendency of the merger that could affect IHS Markit’s financial performance; certain restrictions during the pendency of the merger that may impact IHS Markit’s ability to pursue certain business opportunities or strategic transactions; 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,
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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 risks related to public health and safety issues, including the COVID-19 pandemic, on our operations and the operations of our customers and suppliers. 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 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.
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PART I.   FINANCIAL INFORMATION
Item 1.Financial Statements
IHS MARKIT LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except par value)
As ofAs of
 May 31, 2021November 30, 2020
 (Unaudited)(Audited)
Assets
Current assets:
Cash and cash equivalents$217.4 $125.6 
Accounts receivable, net870.9 891.7 
Deferred subscription costs99.7 84.3 
Assets held for sale865.3  
Other current assets129.5 131.7 
Total current assets2,182.8 1,233.3 
Non-current assets:
Property and equipment, net683.0 724.8 
Operating lease right-of-use assets, net280.1 296.8 
Intangible assets, net3,389.6 3,846.1 
Goodwill9,778.5 9,908.7 
Deferred income taxes27.1 27.1 
Other253.5 98.4 
Total non-current assets14,411.8 14,901.9 
Total assets$16,594.6 $16,135.2 
Liabilities and equity
Current liabilities:
Short-term debt$333.1 $268.1 
Accounts payable34.6 48.2 
Accrued compensation143.6 206.1 
Other accrued expenses389.3 477.6 
Income tax payable19.4 29.1 
Deferred revenue1,009.5 886.2 
Operating lease liabilities59.9 63.5 
Liabilities held for sale103.1  
Total current liabilities2,092.5 1,978.8 
Long-term debt, net4,643.8 4,641.7 
Deferred income taxes467.0 543.4 
Operating lease liabilities284.5 297.7 
Other liabilities178.0 130.4 
Commitments and contingencies
Redeemable noncontrolling interests13.1 13.8 
Shareholders' equity:
Common shares, $0.01 par value, 3,000.0 authorized, 483.5 and 480.4 issued, and 398.6 and 396.5 outstanding at May 31, 2021 and November 30, 2020, respectively
4.8 4.8 
Additional paid-in capital7,918.4 7,830.2 
Treasury shares, at cost: 84.9 and 83.9 at May 31, 2021 and November 30, 2020, respectively
(3,139.0)(3,039.8)
Retained earnings3,988.7 3,842.1 
Accumulated other comprehensive income (loss)142.8 (107.9)
Total shareholders' equity8,915.7 8,529.4 
Total liabilities and equity$16,594.6 $16,135.2 
See accompanying notes.

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IHS MARKIT LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In millions, except for per-share amounts)
 
 Three months ended May 31,Six months ended May 31,
 2021202020212020
Revenue$1,181.4 $1,026.6 $2,301.3 $2,107.4 
Operating expenses:
Cost of revenue425.8 388.3 841.0 804.1 
Selling, general and administrative283.3 258.1 585.5 574.3 
Depreciation and amortization150.5 149.4 302.1 294.7 
Restructuring and impairment charges7.7 81.3 8.7 85.8 
Acquisition-related costs33.3 6.6 46.4 7.5 
Other expense (income), net5.2 (1.2)8.6 (374.0)
Total operating expenses905.8 882.5 1,792.3 1,392.4 
Operating income275.6 144.1 509.0 715.0 
Interest income 0.2 0.1 0.6 
Interest expense(55.4)(60.0)(110.9)(121.2)
Net periodic pension and postretirement expense (8.9) (30.4)
Non-operating expense, net(55.4)(68.7)(110.8)(151.0)
Income from continuing operations before income taxes and equity in income of equity method investees220.2 75.4 398.2 564.0 
Provision for income taxes(57.6)(4.7)(87.9)(9.0)
Equity in (loss) income of equity-method investees(3.7)0.1 (2.7)(0.2)
Net income158.9 70.8 307.6 554.8 
Net loss attributable to noncontrolling interest0.1 0.9 0.7 1.9 
Net income attributable to IHS Markit Ltd.$159.0 $71.7 $308.3 $556.7 
Basic earnings per share attributable to IHS Markit Ltd.$0.40 $0.18 $0.77 $1.40 
Weighted average shares used in computing basic earnings per share398.8 397.0 398.1 396.4 
Diluted earnings per share attributable to IHS Markit Ltd.$0.40 $0.18 $0.77 $1.38 
Weighted average shares used in computing diluted earnings per share400.7 400.1 400.8 402.1 

See accompanying notes.

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

 Three months ended May 31,Six months ended May 31,
 2021202020212020
Net income$158.9 $70.8 $307.6 $554.8 
Other comprehensive income (loss), net of tax:
Net hedging activities (1)
 0.3  0.4 
Net pension liability adjustment (2)
 10.7  15.6 
Foreign currency translation adjustment97.0 (131.0)250.7 (166.6)
Total other comprehensive income (loss)97.0 (120.0)250.7 (150.6)
Comprehensive income (loss)$255.9 $(49.2)$558.3 $404.2 
Comprehensive loss attributable to noncontrolling interest0.1 0.9 0.7 1.9 
Comprehensive income (loss) attributable to IHS Markit Ltd.$256.0 $(48.3)$559.0 $406.1 
(1) Net of tax expense of $0.1 million and $0.1 million for the three and six months ended May 31, 2020, respectively.
(2) Net of tax expense of $2.9 million and $5.0 million for the three and six months ended May 31, 2020, respectively.


See accompanying notes.
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IHS MARKIT LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in millions)
 Six months ended May 31,
 20212020
Operating activities:
Net income$307.6 $554.8 
Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization302.1 294.7 
Stock-based compensation expense115.7 153.8 
Gain on sale of assets, net(0.2)(370.9)
Impairment of assets3.9  
Payments for acquisition-related performance compensation (75.9)
Net periodic pension and postretirement expense 30.4 
Undistributed earnings of affiliates, net2.7 0.5 
Pension and postretirement contributions (31.1)
Deferred income taxes(20.4)(10.8)
Change in assets and liabilities:
Accounts receivable, net(0.3)7.0 
Other current assets(19.9)(51.2)
Accounts payable(8.4)(22.5)
Accrued expenses(177.0)(119.9)
Income tax(7.4)(70.1)
Deferred revenue119.5 78.7 
Other assets and liabilities(1.4)30.2 
Net cash provided by operating activities616.5 397.7 
Investing activities:
Capital expenditures on property and equipment(143.2)(147.6)
Acquisitions of businesses, net of cash acquired(46.9)(3.2)
Payments to acquire equity investments(156.3)(7.2)
Proceeds from sale of assets 466.2 
Change in other assets0.6 (0.9)
Settlements of forward contracts11.8 (20.0)
Net cash (used in) provided by investing activities(334.0)287.3 
Financing activities:
Proceeds from borrowings565.0 541.4 
Repayment of borrowings(500.0)(283.9)
Contingent consideration payments(1.0) 
Dividends paid(159.0)(135.3)
Repurchases of common shares (750.0)
Proceeds from the exercise of employee stock options2.2 177.2 
Payments related to tax withholding for stock-based compensation(110.3)(111.7)
Net cash used in financing activities(203.1)(562.3)
Foreign exchange impact on cash balance12.4 (26.4)
Net increase in cash and cash equivalents91.8 96.3 
Cash and cash equivalents at the beginning of the period125.6 111.5 
Cash and cash equivalents at the end of the period$217.4 $207.8 

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


Common SharesAdditional
Paid-In
Capital
Accumulated Other
Comprehensive
Income (Loss)
Total Shareholders’ EquityRedeemable Noncontrolling Interests
 Shares OutstandingAmountTreasury
Shares
Retained
Earnings
Balance at February 28, 2021398.5 $4.8 $7,870.8 $(3,140.6)$3,910.6 $45.8 $8,691.4 $13.2 
Share-based award activity0.1 — 46.0 1.6  — 47.6 — 
Option exercises— — 1.6 — — — 1.6 — 
Dividends and dividend equivalents(80.9)(80.9)
Net income (loss)— — — — 159.0 — 159.0 (0.1)
Other comprehensive income— — — — — 97.0 97.0 — 
Balance at May 31, 2021398.6 $4.8 $7,918.4 $(3,139.0)$3,988.7 $142.8 $8,915.7 $13.1 


Common SharesAdditional
Paid-In
Capital
Accumulated Other
Comprehensive
Loss
Total Shareholders’ EquityRedeemable Noncontrolling Interests
 Shares OutstandingAmountTreasury
Shares
Retained
Earnings
Balance at February 29, 2020398.9 $4.8 $7,724.5 $(2,757.5)$3,689.4 $(292.2)$8,369.0 $14.1 
Repurchases of common shares(4.0)— — (250.0)— — (250.0)— 
Share-based award activity0.2 — (10.9)85.6 (14.5)— 60.2 — 
Option exercises1.7 — 46.3 — — — 46.3 — 
Dividends and dividend equivalents— — — — (68.8)— (68.8)— 
Net income (loss)— — — — 71.7 — 71.7 (0.9)
Other comprehensive loss— — — — — (120.0)(120.0)— 
Balance at May 31, 2020396.8 $4.8 $7,759.9 $(2,921.9)$3,677.8 $(412.2)$8,108.4 $13.2 






















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Common SharesAdditional
Paid-In
Capital
Accumulated Other
Comprehensive
Income (Loss)
Total Shareholders’ EquityRedeemable Noncontrolling Interests
 Shares OutstandingAmountTreasury
Shares
Retained
Earnings
Balance at November 30, 2020 (Audited)396.5 $4.8 $7,830.2 $(3,039.8)$3,842.1 $(107.9)$8,529.4 $13.8 
Share-based award activity2.1 — 86.0 (99.2)(0.1)— (13.3)— 
Option exercises — 2.2 — — — 2.2 — 
Dividends and dividend equivalents(161.6)(161.6)
Net income (loss)— — — — 308.3 — 308.3 (0.7)
Other comprehensive income— — — — — 250.7 250.7 — 
Balance at May 31, 2021398.6 $4.8 $7,918.4 $(3,139.0)$3,988.7 $142.8 $8,915.7 $13.1 


Common SharesAdditional
Paid-In
Capital
Accumulated Other
Comprehensive
Loss
Total Shareholders’ EquityRedeemable Noncontrolling Interests
 Shares OutstandingAmountTreasury
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(10.5)— — (750.0)— — (750.0)— 
Share-based award activity2.4 — (186.7)219.9 (36.1)— (2.9)— 
Option exercises6.6 — 177.2 — — — 177.2 — 
Dividends and dividend equivalents— — — — (137.8)— (137.8)— 
Net income (loss)— — — — 556.7 — 556.7 (1.9)
Other comprehensive loss— — — — — (150.6)(150.6)— 
Balance at May 31, 2020396.8 $4.8 $7,759.9 $(2,921.9)$3,677.8 $(412.2)$8,108.4 $13.2 

See accompanying notes.
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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, 2020. In our opinion, these condensed consolidated financial statements reflect all adjustments necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods presented, and such adjustments are of a normal, recurring nature.

Our business has seasonal aspects. Our first quarter generally has our lowest quarterly levels of revenue and profit. We also experience event-driven seasonality in our business. For instance, CERAWeek, an annual energy conference, is typically held in the second quarter of each year; however, this event was cancelled in 2020 due to the COVID-19 pandemic, and we held this conference virtually in March 2021. Another example is the biennial release of the Boiler Pressure Vessel Code (“BPVC”) engineering standard, which generates revenue for us predominantly in the third quarter of every other year. The most recent BPVC release was in the third quarter of 2019.

The preparation of financial statements in conformity with U.S. GAAP requires that we make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well the reported amounts of revenue and expense during the reporting period. We have considered the impact of the COVID-19 pandemic in determining our estimates. Actual results could differ from those estimates.

Recent Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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

S&P Global Inc. On November 29, 2020, we, S&P Global Inc., a New York corporation (“S&P Global”), and Sapphire Subsidiary, Ltd., a Bermuda exempted company limited by shares and a wholly-owned subsidiary of S&P Global (“Merger Sub”), entered into an agreement and plan of merger, which was subsequently amended on January 20, 2021, pursuant to which Merger Sub will merge with and into IHS Markit, with IHS Markit surviving such merger as a wholly-owned, direct subsidiary of S&P Global (the “merger”). The merger intends to bring together a unique portfolio of highly complementary assets, as well as innovation and technology capability to accelerate growth and enhance value creation. At the completion of the merger, each IHS Markit share that is issued and outstanding (other than dissenting shares and shares held by IHS Markit in treasury) will be converted into the right to receive 0.2838 fully paid and nonassessable shares of S&P Global common stock, and, if applicable, cash in lieu of fractional shares, without interest, and less any applicable withholding taxes. If the merger is completed, IHS Markit shares will cease to be listed on the New York Stock Exchange and IHS Markit shares will be deregistered under the Securities Exchange Act. The merger was approved by IHS Markit and S&P Global shareholders on March 11, 2021, but is still subject to antitrust and regulatory approval requirements, as well as other customary closing conditions.

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CME joint venture. In January 2021, we signed an agreement to enter into a 50/50 joint venture arrangement with shared control with CME Group to combine our post-trade services into a new joint venture. The new company will include trade processing and risk mitigation operations and will incorporate CME’s optimization businesses (Traiana, TriOptima, and Reset) and our MarkitSERV business. Through the combination, we intend to increase operating efficiencies and be better able to service clients with enhanced platforms and services for OTC markets across interest rate, FX, equity, and credit asset classes. We expect the deal to close in the summer of 2021, subject to customary antitrust and regulatory approvals and other customary closing conditions. The following table provides the components of MarkitSERV assets and liabilities (previously included in our Financial Services segment) treated as held for sale as of May 31, 2021 (in millions):

Current assets$32.4 
Property and equipment67.7 
Intangible assets402.6 
Goodwill362.6 
Assets held for sale$865.3 
Deferred revenue$(8.3)
Other current liabilities(14.4)
Deferred income taxes(80.4)
Liabilities held for sale$(103.1)

Gen II. In December 2020, we acquired a 13 percent interest in Gen II Fund Services for $150 million as part of a joint venture with General Atlantic and Hg Capital. We expect that this investment will drive revenue synergies between the joint venture and our Private Markets solutions across private credit, private equity, and data and analytics businesses. We are accounting for this investment using the equity method of accounting.

Cappitech. In December 2020, we acquired Cappitech Regulation Ltd., a Tel Aviv-based technology company providing regulatory reporting solutions on behalf of its clients to regulators, trade repositories, and affiliates, allowing customers to efficiently monitor the transaction reporting taking place across multiple jurisdictions. Cappitech’s advanced technology provides a scalable platform that we expect to combine with our other offerings in the Financial Services segment. We acquired Cappitech for upfront consideration of $47 million, net of cash acquired, with an additional earnout based on a three-year performance period, which we currently estimate at $57 million. The earnout liability is recorded within other accrued expenses and other liabilities in the condensed consolidated balance sheets. The purchase price allocation for this acquisition is still preliminary and may change upon completion of the determination of fair value of assets acquired and liabilities assumed.

Aerospace & Defense divestiture. In December 2019, we completed the sale of our Aerospace & Defense (“A&D”) business line to Montagu Private Equity for approximately $466 million. The A&D assets were previously included in our Transportation segment. We recognized a gain of approximately $372 million on the sale in the first quarter of 2020. The gain is included in other expense (income), net, in the condensed consolidated statements of operations.

automotiveMastermind equity interests acquisition. In September 2017, we acquired automotiveMastermind (“aM”), a leading provider of predictive analytics and marketing automation software for the automotive industry. We purchased approximately 78 percent of aM at that time. In exchange for the remaining 22 percent of aM, we issued equity interests in aM’s immediate parent holding company to aM’s founders and certain employees. We agreed to pay cash to acquire the interests over the next five years based on put/call provisions that tie the valuation to underlying adjusted EBITDA performance of aM. Since the purchase of the remaining 22 percent of the business requires continued service of the founders and employees, we are accounting for the arrangement as compensation expense that is remeasured based on changes in the fair value of the equity interests. We have classified this expense as acquisition-related costs within the condensed consolidated statements of operations and we have classified the associated accrued liability within other liabilities in the condensed consolidated balance sheets. In November 2019, the option holders exercised the put provision on 62.5 percent of their remaining 22 percent interest in the business for $75.9 million in cash, which we paid in December 2019. We estimate the compensation expense associated with the remaining equity interests to be approximately $60 to $65 million, of which approximately $44.7 million has been recognized as of May 31, 2021, with the remaining amount to be recognized through September 2022.

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3.Revenue

We disaggregate our revenue by segment (as described in Note 16) and by transaction type according to the following categories:

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

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

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

The following table presents our revenue by transaction type (in millions):
 Three months ended May 31,Six months ended May 31,
 2021202020212020
Recurring fixed revenue$836.0 $755.2 $1,661.6 $1,559.3 
Recurring variable revenue182.6 158.0 355.5 304.8 
Non-recurring revenue162.8 113.4 284.2 243.3 
Total revenue$1,181.4 $1,026.6 $2,301.3 $2,107.4 

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 $10.3 million as of May 31, 2021 and $19.3 million as of November 30, 2020, and are recorded in accounts receivable, net, in the condensed consolidated balance sheets.

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

The following table provides a reconciliation of our contract liabilities as of May 31, 2021 (in millions):
Balance at November 30, 2020$886.2 
Billings1,863.6 
Revenue recognized(1,732.0)
Divestiture activity(8.3)
Balance at May 31, 2021$1,009.5 

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

4.Leases

We utilize operating leases for our various workplaces worldwide, and we also utilize operating leases for our data centers. These leases have remaining terms ranging from one to 12 years, many of which include renewal and early termination options. As of May 31, 2021, we have not considered extension and early termination options in our calculation of the right-of-use (“ROU”) assets and lease liabilities because we do not believe that it is reasonably certain that we will exercise those options. We do not have any significant finance leases.

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

The following table presents lease cost, cash paid for amounts included in the measurement of lease liabilities, the weighted-average remaining lease term, and the weighted-average discount rate for our operating leases for the three and six months ended May 31, 2021 and May 31, 2020 (in millions):
Three months ended May 31,Six months ended May 31,
2021202020212020
Lease cost:
Operating lease cost$14.8 $16.3 $29.7 $32.4 
Variable lease cost$1.7 $1.5 $3.7 $3.2 
Other information:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases$16.7 $15.9 $34.5 $31.4 
Weighted-average remaining lease term7.6 years8.2 years7.6 years8.2 years
Weighted-average discount rate1.9 %2.0 %1.9 %2.0 %

As of May 31, 2021, maturities of operating lease liabilities under non-cancellable arrangements were as follows (in millions):
YearAmount
Remainder of 2021$36.0 
202258.8 
202352.0 
202446.7 
202539.5 
Thereafter137.5 
Total future minimum operating lease payments370.5 
Imputed interest(26.1)
Total operating lease liability$344.4 

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5.Intangible Assets

The following table presents details of our intangible assets, other than goodwill, as of May 31, 2021 and November 30, 2020 (in millions): 
 As of May 31, 2021As of November 30, 2020
 GrossAccumulated
Amortization
NetGrossAccumulated
Amortization
Net
Intangible assets subject to amortization:
Customer relationships$3,236.5 $(832.5)$2,404.0 $3,507.0 $(805.1)$2,701.9 
Developed technology854.9 (283.5)571.4 965.9 (290.1)675.8 
Information databases602.6 (399.4)203.2 597.1 (368.2)228.9 
Trademarks491.3 (285.7)205.6 490.2 (258.6)231.6 
Developed computer software70.2 (67.6)2.6 68.9 (62.9)6.0 
Other7.0 (4.2)2.8 4.1 (2.2)1.9 
Total intangible assets$5,262.5 $(1,872.9)$3,389.6 $5,633.2 $(1,787.1)$3,846.1 

Intangible assets amortization expense was $91.2 million and $186.7 million for the three and six months ended May 31, 2021, compared to $93.0 million and $187.2 million for the three and six months ended May 31, 2020. The following table presents the estimated future amortization expense related to intangible assets held as of May 31, 2021 (in millions):
YearAmount
Remainder of 2021$180.6 
2022$348.0 
2023$335.1 
2024$315.5 
2025$285.4 
Thereafter$1,925.0 
Goodwill, gross intangible assets, and net intangible assets are all subject to foreign currency translation effects. The change in net intangible assets from November 30, 2020 to May 31, 2021 was primarily due to current year amortization and the reclassification of MarkitSERV intangible assets to held-for-sale, as well as foreign currency translation effects.

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6.Debt

The following table summarizes total indebtedness, including unamortized premiums, as of May 31, 2021 and November 30, 2020 (in millions):
May 31, 2021November 30, 2020
Maturity DateCarrying AmountFair ValueCarrying AmountFair Value
Credit Facilities:
2019 revolving facilityNovember 2024$332.0 332.0 $17.0 $17.0 
2019 credit agreementApril 2021  250.0 250.0 
Senior Unsecured Notes:
5.00% senior notes due 2022
November 1, 2022748.2 786.3 748.2 802.6 
4.125% senior notes due 2023
August 1, 2023499.3 536.1 499.2 545.2 
3.625% senior notes due 2024
May 1, 2024399.3 430.0 399.3 436.8 
4.75% senior notes due 2025
February 15, 2025808.7 899.0 809.7 916.2 
4.00% senior notes due 2026
March 1, 2026500.0 555.4 500.0 573.9 
4.75% senior notes due 2028
August 1, 2028748.0 874.2 747.9 906.8 
4.25% senior notes due 2029
May 1, 2029970.3 1,083.7 971.4 1,135.5 
Debt issuance costs(33.9)(38.5)
Finance leases5.0 5.6 
Total debt$4,976.9 $4,909.8 
Current portion(333.1)(268.1)
Total long-term debt$4,643.8 $4,641.7 

2019 revolving facility. On November 29, 2019, we entered into a $1.25 billion senior unsecured revolving credit agreement (“2019 revolving facility”). Subject to certain conditions, the 2019 revolving facility may be expanded by up to an aggregate of $750 million in additional commitments. Borrowings under the 2019 revolving facility mature in November 2024. The interest rates for borrowings under the 2019 revolving facility are the applicable LIBOR plus a spread of 1.00 percent to 1.625 percent, depending upon our corporate credit rating. A commitment fee on any unused balance is payable periodically and ranges from 0.10 percent to 0.25 percent based upon our corporate credit rating. We had approximately $1.1 million of outstanding letters of credit under the 2019 revolving facility as of May 31, 2021, which reduced the available borrowing under the facility by an equivalent amount.

2019 credit agreement. In September 2019, we entered into a 364-day credit agreement (the “2019 credit agreement”) for a term loan credit facility in an aggregate principal amount of $250.0 million. In April 2020, we amended the 2019 credit agreement to extend the term through April 2021. In April 2021, we repaid the 2019 credit agreement using borrowings under the 2019 revolving facility. The interest rate for borrowing under the 2019 credit agreement was the applicable LIBOR plus a spread of 1.00 percent.

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

As of May 31, 2021, we had approximately $332.0 million of outstanding borrowings under the 2019 revolving facility at a current annual interest rate of 1.36 percent.

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

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As of May 31, 2021, we were in compliance with all of our debt covenants. We have classified short-term debt based on scheduled loan payments and intended repayments on our revolving facility based on expected cash availability over the next 12 months.

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

7.