NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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1.
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Basis of Presentation and Significant Accounting Policies
|
The accompanying unaudited condensed consolidated financial statements of IHS Inc. (IHS, we, us, or our) 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, 2015
. 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 fourth quarter typically generates our highest quarterly levels of revenue and profit. Conversely, our first quarter generally has our lowest levels of revenue and profit. We also experience event-driven seasonality in our business; for instance, IHS Energy CERAWeek (CERAWeek), an annual energy executive gathering, was held during our second quarter in 2015 and was held during our first quarter in 2016. 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. We most recently recognized a benefit in connection with the BPVC release in the third quarter of 2015.
Due to the discontinued operations discussed in Note 8, we have adjusted prior period income statement amounts to reflect the impact of discontinued operations.
Recent Accounting Pronouncements
In April 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-08, which changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. The ASU is intended to reduce the frequency of disposals reported as discontinued operations by focusing on strategic shifts that have (or will have) a major effect on an entity’s operations and financial results. We adopted this ASU in the first quarter of 2016, and the adoption of the standard did not have any significant impact on our consolidated financial statements.
In May 2014, the FASB issued ASU 2014-09, which establishes a comprehensive new revenue recognition model designed to depict the transfer of goods or services to a customer in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. The ASU allows for the use of either the full or modified retrospective transition method. In March, April, and May 2016, the FASB issued ASU 2016-08, ASU 2016-10, and ASU 2016-12, respectively, which provide further revenue recognition guidance related to principal versus agent considerations, performance obligations and licensing, and narrow-scope improvements and practical expedients. All of these standards will be effective for us in the first quarter of our fiscal year 2019, although early adoption is permitted. We are currently evaluating the impact of these new standards on our consolidated financial statements, as well as which transition method we intend to use.
In August 2014, the FASB issued ASU 2014-15, which requires that management evaluate the entity's ability to continue as a going concern within one year after the date that the financial statements are issued. Disclosure is required if there is substantial doubt about the entity's ability to continue as a going concern. The standard will be effective for us in the fourth quarter of our fiscal year 2017, although early adoption is permitted. We do not expect that the adoption of this ASU will have a significant impact on our consolidated financial statements.
In April 2015, the FASB issued ASU 2015-03, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. The standard will be effective for us in the first quarter of our fiscal 2017, although early adoption is permitted. We expect that the only impact of this ASU on our financial statements will be the change in balance sheet presentation of our debt issuance costs.
In April 2015, the FASB issued ASU 2015-05, which provides guidance about a customer's accounting for fees paid in cloud computing arrangements. If a cloud computing arrangement includes a software license, then the customer should account for the software license element consistent with the acquisition of other software licenses. If the arrangement does not contain a software license, the customer should account for the arrangement as a service contract. The standard will be effective for us in the first quarter of our fiscal year 2017, although early adoption is permitted. We anticipate that we will adopt this standard using the prospective transition method, and do not expect that the adoption of this ASU will have a significant impact on our consolidated financial statements.
In September 2015, the FASB issued ASU 2015-16, which requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The standard will be effective for us in the first quarter of our fiscal year 2017, although early adoption is permitted. We do not expect that the adoption of this ASU will have a significant impact on our consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, which requires that lease assets and lease liabilities be recognized on the balance sheet, and that key information about leasing arrangements be disclosed. The standard will be effective for us in the first quarter of our fiscal 2020, although early adoption is permitted. We are currently evaluating the impact of this new standard on our consolidated financial statements.
In March 2016, the FASB issued ASU 2016-09, which changes several aspects of the accounting for stock-based compensation, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The standard will be effective for us in the first quarter of our fiscal 2018, although early adoption is permitted. We are currently evaluating the impact of this new standard on our consolidated financial statements.
During the
three and six months ended
May 31, 2016
, we completed the following acquisitions:
CARPROOF.
On December 24, 2015, we acquired CARPROOF, a Canada-based company that offers products and services in vehicle history, appraisal, and valuation for the automotive industry, for approximately
$460 million
, net of cash acquired. We acquired CARPROOF in order to expand our vehicle history report services into Canada. This acquisition will be included in our Transportation segment.
Oil Price Information Service (OPIS).
On February 10, 2016, we acquired OPIS, an internationally referenced pricing reporting agency that serves the oil, natural gas, and biofuels industries, for
$654 million
, net of cash acquired. OPIS information primarily serves the downstream energy market, and we completed this acquisition in support of our efforts to further diversify our energy portfolio. This acquisition will be included in our Resources segment.
We have preliminarily allocated
$376 million
of the aggregate purchase price for these two acquisitions to amortizing intangible assets and
$789 million
to goodwill.
Proposed Merger with Markit Ltd.
On March 20, 2016, we entered into an agreement and plan of merger with Markit Ltd., a Bermuda company (Markit), and Marvel Merger Sub, Inc., a Delaware corporation and an indirect and wholly-owned subsidiary of Markit (Merger Sub), pursuant to which Merger Sub will merge with and into IHS, with IHS surviving such merger as an indirect wholly-owned subsidiary of Markit. Upon completion of the merger, IHS stockholders will receive
3.5566
common shares of Markit for each share of IHS Class A common stock. The completion of the merger is subject to customary closing conditions, including approval by both IHS stockholders and Markit shareholders.
Other than certain acquisition-related costs related to the merger announcement (see Note 7), the proposed merger has had no other impact on these consolidated interim financial statements.
The following table presents details of our intangible assets, other than goodwill, as of
May 31, 2016
and
November 30, 2015
(in thousands):
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|
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|
|
|
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|
|
|
|
|
|
|
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As of May 31, 2016
|
|
As of November 30, 2015
|
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
Intangible assets subject to amortization:
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|
|
|
|
|
|
|
|
|
|
|
Information databases
|
$
|
644,957
|
|
|
$
|
(253,299
|
)
|
|
$
|
391,658
|
|
|
$
|
595,219
|
|
|
$
|
(233,729
|
)
|
|
$
|
361,490
|
|
Customer relationships
|
847,600
|
|
|
(160,367
|
)
|
|
687,233
|
|
|
540,467
|
|
|
(135,352
|
)
|
|
405,115
|
|
Developed computer software
|
85,228
|
|
|
(40,593
|
)
|
|
44,635
|
|
|
84,918
|
|
|
(35,988
|
)
|
|
48,930
|
|
Trademarks
|
173,954
|
|
|
(43,998
|
)
|
|
129,956
|
|
|
166,301
|
|
|
(34,777
|
)
|
|
131,524
|
|
Other
|
15,282
|
|
|
(6,054
|
)
|
|
9,228
|
|
|
14,837
|
|
|
(5,802
|
)
|
|
9,035
|
|
Total
|
$
|
1,767,021
|
|
|
$
|
(504,311
|
)
|
|
$
|
1,262,710
|
|
|
$
|
1,401,742
|
|
|
$
|
(445,648
|
)
|
|
$
|
956,094
|
|
Intangible assets not subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
Trademarks
|
57,711
|
|
|
—
|
|
|
57,711
|
|
|
58,597
|
|
|
—
|
|
|
58,597
|
|
Total intangible assets
|
$
|
1,824,732
|
|
|
$
|
(504,311
|
)
|
|
$
|
1,320,421
|
|
|
$
|
1,460,339
|
|
|
$
|
(445,648
|
)
|
|
$
|
1,014,691
|
|
Intangible assets amortization expense was
$39.8 million
and
$76.8 million
for the
three and six months ended
May 31, 2016
, respectively, compared to
$32.8 million
and
$63.8 million
for the
three and six months ended
May 31, 2015
. The following table presents the estimated future amortization expense related to intangible assets held as of
May 31, 2016
(in thousands):
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|
|
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|
Year
|
|
Amount
|
Remainder of 2016
|
|
$
|
74,318
|
|
2017
|
|
$
|
143,171
|
|
2018
|
|
$
|
130,975
|
|
2019
|
|
$
|
117,637
|
|
2020
|
|
$
|
108,398
|
|
Thereafter
|
|
$
|
688,211
|
|
Goodwill, gross intangible assets, and net intangible assets were all subject to foreign currency translation effects. Changes in our goodwill and gross intangible assets from
November 30, 2015
to
May 31, 2016
were primarily the result of recent acquisitions, net of foreign currency effects. The change in net intangible assets was primarily due to acquisitions made in 2016, partially offset by current year amortization.
The following table summarizes total indebtedness as of
May 31, 2016
and
November 30, 2015
(in thousands):
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|
|
|
|
|
|
|
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|
May 31, 2016
|
|
November 30, 2015
|
2014 revolving facility
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|
$
|
1,015,000
|
|
|
$
|
710,000
|
|
2013 term loan:
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|
|
|
|
Tranche A-1
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|
647,500
|
|
|
665,000
|
|
Tranche A-2
|
|
543,125
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|
|
—
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|
5% senior notes due 2022
|
|
750,000
|
|
|
750,000
|
|
Capital leases
|
|
5,695
|
|
|
6,202
|
|
Total debt
|
|
$
|
2,961,320
|
|
|
$
|
2,131,202
|
|
Current portion
|
|
(473,796
|
)
|
|
(36,019
|
)
|
Total long-term debt
|
|
$
|
2,487,524
|
|
|
$
|
2,095,183
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|
2014 revolving facility.
In October 2014, we entered into a
$1.3 billion
senior unsecured revolving credit agreement (2014 revolving facility). Subject to certain conditions, the 2014 revolving facility may be expanded by up to an aggregate of
$500 million
in additional commitments. Borrowings under the 2014 revolving facility mature in October 2019 and bear
interest at the same rates and spreads as the 2013 term loan, as described below. A commitment fee on any unused balance is payable periodically and ranges from
0.13 percent
to
0.30 percent
based upon our Leverage Ratio. We had approximately
$1.5 million
of outstanding letters of credit under the 2014 revolving facility as of
May 31, 2016
, which reduces the available borrowing under the facility by an equivalent amount.
2013 term loan.
In February 2016, we amended and restated our senior unsecured amortizing term loan agreement originally entered into in the third quarter of 2013 (2013 term loan), adding a
$550 million
tranche loan (Tranche A-2) to the amount outstanding under the existing tranche loan (Tranche A-1). The 2013 term loan has a maturity date of October 2019. The interest rates for borrowings under the 2013 term loan are the applicable
LIBOR plus a spread of 1.00 percent
to
2.00 percent
, depending upon our Leverage Ratio, which is defined as the ratio of Consolidated Funded Indebtedness to rolling four-quarter Consolidated Earnings Before Interest Expense, Taxes, Depreciation and Amortization (EBITDA), as such terms are defined in the term loan agreements.
The 2014 revolving facility and the 2013 term loan contain certain financial and other covenants, including a maximum Leverage Ratio and a minimum Interest Coverage Ratio, as such terms are defined in the respective agreements. Both agreements were amended during the first quarter of 2016 to allow for leverage up to 4.0x for up to four quarters in connection with the OPIS acquisition; thereafter, the agreements return to the original leverage allowance of 3.5x, with the ability to temporarily increase leverage to 3.75x for up to three quarters for acquisitions.
5% senior notes due 2022 (5% Notes).
In October 2014, we issued
$750 million
aggregate principal amount of senior unsecured notes due 2022 in an offering not subject to the registration requirements of the Securities Act of 1933, as amended (the Securities Act). In August 2015, we completed a registered exchange offer for the 5% Notes. The 5% Notes bear interest at a fixed rate of
5.000 percent
and mature on November 1, 2022. Interest on the 5% Notes is due semiannually on May 1 and November 1 of each year, commencing May 1, 2015. We may redeem the 5% Notes in whole or in part at a redemption price equal to 100% of the principal amount of the notes plus the Applicable Premium, as defined in the indenture governing the 5% Notes. Additionally, at the option of the holders of the notes, we may be required to purchase all or a portion of the notes upon occurrence of a Change of Control Triggering Event as defined in the indenture, at a price equal to 101 percent of the principal amount thereof, plus accrued and unpaid interest to the date of purchase. The indenture contains covenants that limit our ability to, among other things, incur or create liens and enter into sale and leaseback transactions. In addition, the indenture contains a covenant that limits our ability to consolidate or merge with another entity or to sell all or substantially all of our assets to another entity. The indenture contains customary default provisions.
In connection with the proposed merger with Markit described in Note 2 and subject to the terms and conditions of a confidential offering memorandum and consent solicitation statement dated June 27, 2016, Markit commenced an offer to exchange our outstanding 5% Notes for up to an equal principal amount of new 5 percent senior unsecured notes to be issued by Markit subsequent to the consummation of the proposed merger. The obligation to accept the 5% Notes for exchange is subject to certain conditions, including consummation of the proposed merger. In connection with the proposed merger with Markit, we also expect to refinance the 2014 revolving facility and 2013 term loan with a new revolving facility and term loan of Markit Group Holdings Limited (MGHL) and guaranteed by Markit. The new 5 percent notes will be senior unsecured obligations of Markit that will rank pari passu with, including as to guarantors, the new revolving facility, new term loan facility, and the existing $500.0 million of senior unsecured notes of MGHL.
As of
May 31, 2016
, we were in compliance with all of our debt covenants. We have classified short-term debt based on scheduled term loan amortization payments of
$93.8 million
and expected cash availability over the next 12 months. As of
May 31, 2016
, we had approximately
$1.015 billion
of outstanding borrowings under the 2014 revolving facility at a current annual interest rate of
2.19 percent
and approximately
$1.191 billion
of outstanding borrowings under the 2013 term loan at a current weighted average annual interest rate of
3.01 percent
, including the effect of the interest rate swaps described in Note 5.
The carrying value of our debt instruments other than our 5% Notes approximate their fair value because of the variable interest rates associated with those instruments. The fair value of the 5% Notes as of
May 31, 2016
was approximately
$801 million
, and was measured using observable inputs in markets that are not active; consequently, we have classified the 5% Notes within Level 2 of the fair value hierarchy.
Our business is exposed to various market risks, including interest rate and foreign currency risks. We utilize derivative instruments to help us manage these risks. We do not hold or issue derivatives for speculative purposes.
Interest Rate Swaps
To mitigate interest rate exposure on our outstanding revolving facility debt, we utilize interest rate derivative contracts that effectively swap
$400 million
of floating rate debt at a
2.86 percent
weighted-average fixed interest rate, plus the applicable spread on our floating rate debt. We entered into these swap contracts in November 2013 and January 2014, and the contracts expire between May and November 2020.
Because the terms of these swaps and the variable rate debt (as amended or extended over time) coincide, we do not expect any ineffectiveness. We have designated and accounted for these instruments as cash flow hedges, with changes in fair value being deferred in accumulated other comprehensive income/loss (AOCI) in our consolidated balance sheets.
Foreign Currency Forwards
To mitigate foreign currency exposure, we utilize short-term foreign currency forward contracts that manage market risks associated with fluctuations in balances that are denominated in currencies other than the local functional currency. We account for these forward contracts at fair value and recognize the associated realized and unrealized gains and losses in other expense, net, since we have not designated these contracts as hedges for accounting purposes. The following table summarizes the notional amounts of these outstanding foreign currency forward contracts as of
May 31, 2016
and
November 30, 2015
(in thousands):
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|
|
|
|
|
|
|
|
|
|
May 31, 2016
|
|
November 30, 2015
|
Notional amount of currency pair:
|
|
|
|
|
Contracts to buy USD with CAD
|
|
$
|
71,146
|
|
|
$
|
—
|
|
Contracts to buy CAD with USD
|
|
C$
|
7,676
|
|
|
C$
|
9,290
|
|
Contracts to buy USD with EUR
|
|
$
|
10,283
|
|
|
$
|
8,508
|
|
Contracts to buy CHF with USD
|
|
CHF
|
19,000
|
|
|
CHF
|
19,000
|
|
Contracts to buy GBP with EUR
|
|
£
|
—
|
|
|
£
|
3,495
|
|
Contracts to buy EUR with GBP
|
|
€
|
7,000
|
|
|
€
|
—
|
|
Contracts to buy USD with GBP
|
|
$
|
111,002
|
|
|
$
|
—
|
|
Contracts to buy GBP with USD
|
|
£
|
—
|
|
|
£
|
7,231
|
|
Fair Value of Derivatives
Since our derivative instruments are not listed on an exchange, we have evaluated fair value by reference to similar transactions in active markets; consequently, we have classified all of our derivative instruments within Level 2 of the fair value measurement hierarchy. The following table shows the classification, location, and fair value of our derivative instruments as of
May 31, 2016
and
November 30, 2015
(in thousands):
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|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value of Derivative Instruments
|
|
Location on consolidated balance sheets
|
|
|
May 31, 2016
|
|
November 30, 2015
|
|
Assets:
|
|
|
|
|
|
|
Derivatives not designated as accounting hedges:
|
|
|
|
|
|
|
Foreign currency forwards
|
|
$
|
1,195
|
|
|
$
|
51
|
|
|
Other current assets
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
Derivatives designated as accounting hedges:
|
|
|
|
|
|
|
Interest rate swaps
|
|
$
|
26,867
|
|
|
$
|
24,345
|
|
|
Other accrued expenses and other liabilities
|
Derivatives not designated as accounting hedges:
|
|
|
|
|
|
|
Foreign currency forwards
|
|
1,090
|
|
|
363
|
|
|
Other accrued expenses
|
Total
|
|
$
|
27,957
|
|
|
$
|
24,708
|
|
|
|
The net (gain) loss on foreign currency forwards that are not designated as hedging instruments for the
three and six months ended
May 31, 2016
and the
three and six months ended
May 31, 2015
, respectively, was as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of (gain) loss recognized in the consolidated statements of operations
|
|
|
|
|
Three months ended May 31,
|
|
Six months ended May 31,
|
|
Location on consolidated statements of operations
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
Foreign currency forwards
|
|
$
|
8,746
|
|
|
$
|
(397
|
)
|
|
$
|
3,772
|
|
|
$
|
(960
|
)
|
|
Other expense (income), net
|
The following table provides information about the cumulative amount of unrecognized hedge losses recorded in AOCI, net of tax, as of
May 31, 2016
and
May 31, 2015
, respectively, as well as the activity on our cash flow hedging instruments for the
three and six months ended
May 31, 2016
and the
three and six months ended
May 31, 2015
, respectively (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended May 31,
|
|
Six months ended May 31,
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
Beginning balance
|
|
$
|
(18,556
|
)
|
|
$
|
(10,901
|
)
|
|
$
|
(14,557
|
)
|
|
$
|
(9,482
|
)
|
Amount of gain (loss) recognized in AOCI on derivative:
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
|
997
|
|
|
(1,690
|
)
|
|
(4,408
|
)
|
|
(3,495
|
)
|
Foreign currency forwards
|
|
—
|
|
|
312
|
|
|
—
|
|
|
824
|
|
Amount of loss (gain) reclassified from AOCI into income:
|
|
|
|
|
|
|
|
|
Interest rate swaps
(1)
|
|
1,379
|
|
|
280
|
|
|
2,882
|
|
|
508
|
|
Foreign currency forwards
(1)
|
|
(74
|
)
|
|
(437
|
)
|
|
(171
|
)
|
|
(791
|
)
|
Ending balance
|
|
$
|
(16,254
|
)
|
|
$
|
(12,436
|
)
|
|
$
|
(16,254
|
)
|
|
$
|
(12,436
|
)
|
|
|
|
|
|
|
|
|
|
(1) Pre-tax amounts reclassified from AOCI into income related to interest rate swaps are recorded in interest expense, and pre-tax amounts reclassified from AOCI into income related to foreign currency forwards are recorded in revenue.
|
Approximately
$8.5 million
of the
$26.9 million
unrecognized pre-tax losses relating to the interest rate swaps are expected to be reclassified into interest expense within the next 12 months.
During the
six months ended May 31, 2016
, we eliminated
245
positions as we continued the transition to our new segment operating model and continued to leverage our shared services cost structure. We also incurred additional direct and incremental costs related to lease abandonments, as well as revising a lease abandonment estimate because we secured a sub-tenant much earlier than anticipated. We expect to continue to incur costs related to these and other similar activities in future periods, resulting in additional restructuring charges.
During the
six months ended May 31, 2016
, we recorded approximately
$13.3 million
of restructuring charges for these activities. Of these charges, approximately
$7.5 million
was recorded in the Resources segment,
$2.0 million
was recorded in the Transportation segment, and
$3.8 million
was recorded in the CMS segment.
The following table provides a reconciliation of the restructuring liability as of
May 31, 2016
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee
Severance and
Other
Termination
Benefits
|
|
Contract
Termination
Costs
|
|
Other
|
|
Total
|
Balance at November 30, 2015
|
$
|
8,520
|
|
|
$
|
6,218
|
|
|
$
|
108
|
|
|
$
|
14,846
|
|
Add: Restructuring costs incurred
|
13,189
|
|
|
647
|
|
|
—
|
|
|
13,836
|
|
Revision to prior estimates
|
8
|
|
|
(502
|
)
|
|
—
|
|
|
(494
|
)
|
Less: Amount paid
|
(17,640
|
)
|
|
(1,345
|
)
|
|
—
|
|
|
(18,985
|
)
|
Balance at May 31, 2016
|
$
|
4,077
|
|
|
$
|
5,018
|
|
|
$
|
108
|
|
|
$
|
9,203
|
|
As of
May 31, 2016
, approximately
$4.8 million
of the remaining restructuring liability was in the Resources segment, approximately
$2.6 million
was in the Transportation segment, and approximately
$1.6 million
was in the CMS segment. Approximately
$6.6 million
of the balance is expected to be paid within the next 12 months; the remaining amount relates to lease abandonments that will be paid over the remaining lease periods through 2021.
|
|
7.
|
Acquisition-related Costs
|
During the
six months ended May 31, 2016
, we recorded approximately
$15.3 million
of direct and incremental costs associated with acquisition-related activities. These costs were primarily incurred for legal and professional fees associated with recent acquisitions and the proposed merger with Markit Ltd. (see Note 2), but also included employee severance and accruals for cash payments subject to the continuing employment of certain key employees for one year after the acquisition close date. Most of these costs were recorded in the Transportation segment and the shared services function.
The following table provides a reconciliation of the acquisition-related costs accrued liability as of
May 31, 2016
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee
Severance and
Other
Termination
Benefits
|
|
Contract
Termination
Costs
|
|
Other
|
|
Total
|
Balance at November 30, 2015
|
$
|
—
|
|
|
$
|
135
|
|
|
$
|
305
|
|
|
$
|
440
|
|
Add: Costs incurred
|
2,163
|
|
|
281
|
|
|
12,917
|
|
|
15,361
|
|
Revision to prior estimates
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
(18
|
)
|
Less: Amount paid
|
(2,163
|
)
|
|
(223
|
)
|
|
(4,177
|
)
|
|
(6,563
|
)
|
Balance at May 31, 2016
|
$
|
—
|
|
|
$
|
175
|
|
|
$
|
9,045
|
|
|
$
|
9,220
|
|
As of
May 31, 2016
, approximately
$6.6 million
of the remaining acquisition-related costs accrued liability was in the shared services function,
$1.9 million
was in the Transportation segment, and
$0.7 million
was in the Resources segment. We expect that the remaining liability will be substantially paid within the next 12 months.
|
|
8.
|
Discontinued Operations
|
In October 2015, we announced our intent to divest our OE&RM and GlobalSpec product groups, which are components of our CMS segment, due to a recent portfolio evaluation where we determined that these product groups no longer aligned with our strategic goals. We launched the sales process for both product groups in November 2015 and sold both businesses in the second quarter of 2016 for approximately
$190.2 million
. The OE&RM sale has a contingent earnout provision of
$35.0 million
that will be evaluated at the end of 2016. The net gain on sale for these two product groups was approximately
$0.3 million
. We have entered into transition services agreements (TSAs) with each of the buyers to facilitate an orderly transition process. The results of these product groups have been classified as discontinued operations in the accompanying financial statements and footnotes.
Operating results for discontinued operations for the
three and six months ended
May 31, 2016
and
2015
were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended May 31,
|
|
Six months ended May 31,
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
Revenue
|
$
|
26,738
|
|
|
$
|
34,467
|
|
|
$
|
53,579
|
|
|
$
|
66,852
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations before income taxes
|
$
|
51,601
|
|
|
$
|
6,760
|
|
|
$
|
57,381
|
|
|
$
|
9,240
|
|
Tax expense
|
(46,347
|
)
|
|
(2,481
|
)
|
|
(48,310
|
)
|
|
(3,391
|
)
|
Income from discontinued operations, net
|
$
|
5,254
|
|
|
$
|
4,279
|
|
|
$
|
9,071
|
|
|
$
|
5,849
|
|
Assets and liabilities from discontinued operations related to the divestiture of the GlobalSpec and OE&RM product groups consisted of the following amounts (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
At disposal date
|
|
November 30, 2015
|
Current assets
|
|
$
|
2,484
|
|
|
$
|
19,505
|
|
Property and equipment, net
|
|
20,329
|
|
|
16,391
|
|
Intangible assets, net
|
|
58,780
|
|
|
58,298
|
|
Goodwill
|
|
103,274
|
|
|
99,183
|
|
Total assets
|
|
$
|
184,867
|
|
|
$
|
193,377
|
|
|
|
|
|
|
Current liabilities
|
|
$
|
551
|
|
|
$
|
1,255
|
|
Deferred revenue
|
|
26,497
|
|
|
19,576
|
|
Deferred income taxes
|
|
11,887
|
|
|
11,266
|
|
Total liabilities
|
|
$
|
38,935
|
|
|
$
|
32,097
|
|
|
|
9.
|
Pensions and Postretirement Benefits
|
Our net periodic pension expense for the
three and six months ended
May 31, 2016
and
2015
consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended May 31,
|
|
Six months ended May 31,
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
Service costs incurred
|
$
|
391
|
|
|
$
|
494
|
|
|
$
|
782
|
|
|
$
|
989
|
|
Interest costs on projected benefit obligation
|
2,077
|
|
|
2,070
|
|
|
4,149
|
|
|
4,147
|
|
Expected return on plan assets
|
(2,158
|
)
|
|
(2,168
|
)
|
|
(4,310
|
)
|
|
(4,345
|
)
|
Net periodic pension expense
|
$
|
310
|
|
|
$
|
396
|
|
|
$
|
621
|
|
|
$
|
791
|
|
Our net periodic postretirement expense for the
three and six months ended
May 31, 2016
and
2015
consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended May 31,
|
|
Six months ended May 31,
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
Service costs incurred
|
$
|
2
|
|
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
8
|
|
Interest costs
|
94
|
|
|
97
|
|
|
188
|
|
|
194
|
|
Net periodic postretirement expense
|
$
|
96
|
|
|
$
|
101
|
|
|
$
|
192
|
|
|
$
|
202
|
|
|
|
10.
|
Stock-based Compensation
|
Stock-based compensation expense for the
three and six months ended
May 31, 2016
and
2015
was as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended May 31,
|
|
Six months ended May 31,
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
Cost of revenue
|
$
|
1,426
|
|
|
$
|
1,444
|
|
|
$
|
2,715
|
|
|
$
|
2,858
|
|
Selling, general and administrative
|
30,668
|
|
|
31,282
|
|
|
59,475
|
|
|
61,741
|
|
Total stock-based compensation expense
|
$
|
32,094
|
|
|
$
|
32,726
|
|
|
$
|
62,190
|
|
|
$
|
64,599
|
|
Total income tax benefits recognized for stock-based compensation arrangements were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended May 31,
|
|
Six months ended May 31,
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
Income tax benefits
|
$
|
10,232
|
|
|
$
|
10,498
|
|
|
$
|
19,810
|
|
|
$
|
20,722
|
|
No
stock-based compensation cost was capitalized during the
three and six months ended
May 31, 2016
and
2015
.
As of
May 31, 2016
, there was
$138.0 million
of unrecognized stock-based compensation cost, adjusted for estimated forfeitures, related to unvested stock-based awards that will be recognized over a weighted-average period of approximately
1.6
years. Total unrecognized stock-based compensation cost will be adjusted for future changes in estimated forfeitures and changes in estimated achievement of performance goals.
Restricted Stock Units (RSUs).
The following table summarizes RSU activity during the
six months ended
May 31, 2016
:
|
|
|
|
|
|
|
|
|
Shares
|
|
Weighted-
Average Grant
Date Fair Value
|
|
(in thousands)
|
|
|
Balance at November 30, 2015
|
2,441
|
|
|
$
|
108.74
|
|
Granted
|
540
|
|
|
$
|
105.55
|
|
Vested
|
(881
|
)
|
|
$
|
109.14
|
|
Forfeited
|
(122
|
)
|
|
$
|
114.73
|
|
Balance at May 31, 2016
|
1,978
|
|
|
$
|
107.32
|
|
The total fair value of RSUs that vested during the
six months ended
May 31, 2016
was
$90.0 million
.
Our effective tax rate is estimated based upon the effective tax rate expected to be applicable for the full year.
Our effective tax rate for the
three and six months ended
May 31, 2016
was
23.0 percent
and
21.7 percent
, respectively, compared to
20.8 percent
and
19.4 percent
for the
three and six months ended
May 31, 2015
, due to an increase in earnings in higher tax jurisdictions.
|
|
12.
|
Commitments and Contingencies
|
From time to time, we are involved in litigation in the ordinary course of our business, including claims or contingencies that may arise related to matters occurring prior to our acquisition of businesses, such as the matter described below. At the present time, primarily because the matters are generally in early stages, we can give no assurance as to the outcome of any pending litigation to which we are currently a party 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 to have a material adverse effect on our results of operations or financial condition. We have and will continue to vigorously defend ourselves against these claims.
On April 23, 2013 (prior to our acquisition of R.L. Polk & Co.), our CARFAX subsidiary (CARFAX) was served with a complaint filed in the U.S. District Court for the Southern District of New York, purportedly on behalf of certain auto and light truck dealers. The complaint alleges, among other things, that, in violation of antitrust laws, CARFAX entered into exclusive arrangements regarding the sale of CARFAX vehicle history reports with certain auto manufacturers and owners of two websites providing classified listings of used autos and light trucks. The complaint seeks three times the actual damages that a jury finds the plaintiffs have sustained, injunctive relief, costs and attorneys’ fees. On October 25, 2013, the plaintiffs served a second amended complaint with similar allegations purporting to name approximately 469 auto dealers as plaintiffs, and counsel for plaintiffs have indicated that there may be additional claimants. There are significant legal and factual issues to be determined. We believe, however, that the probability that the outcome of the litigation will have a material adverse effect on our results of operations or financial condition is remote.
|
|
13.
|
Common Stock and Earnings per Share
|
Weighted-average shares of Class A common stock outstanding for the
three and six months ended
May 31, 2016
and
2015
were calculated as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended May 31,
|
|
Six months ended May 31,
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
Weighted-average shares outstanding:
|
|
|
|
|
|
|
|
Shares used in basic EPS calculation
|
67,574
|
|
|
68,802
|
|
|
67,501
|
|
|
68,752
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
Restricted stock units
|
234
|
|
|
309
|
|
|
473
|
|
|
506
|
|
Shares used in diluted EPS calculation
|
67,808
|
|
|
69,111
|
|
|
67,974
|
|
|
69,258
|
|
Share Repurchase Programs
In June 2015, our board of directors authorized us to repurchase up to
$500 million
of our Class A common stock in open market purchases or through privately negotiated transactions in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the Exchange Act), subject to market conditions, applicable legal requirements and other relevant factors. The repurchase program does not obligate IHS to repurchase any set dollar amount or number of shares and is scheduled to expire on November 30, 2017, but may be suspended at any time at our discretion. The amount authorized under this program is inclusive of share repurchases of our Class A common stock surrendered by employees in an amount equal to the statutory tax liability associated with the vesting of their equity awards, for which we pay the statutory tax on behalf of the employee. During the
six months ended May 31, 2016
, we repurchased
648,854
shares on the open market under this program for a total of approximately
$75.0 million
, at an average price of approximately
$115.58
per share. Since inception of the program, we have repurchased a total of
1,879,641
shares for approximately
$216.7 million
, at an average price of approximately
$115.29
per share.
|
|
14.
|
Accumulated Other Comprehensive Income (Loss)
|
The following table summarizes the changes in AOCI by component (net of tax) for the
six months ended May 31, 2016
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation
|
|
Net pension and OPEB liability
|
|
Unrealized losses on hedging activities
|
|
Total
|
Balance at November 30, 2015
|
|
$
|
(163,507
|
)
|
|
$
|
(13,149
|
)
|
|
$
|
(14,557
|
)
|
|
$
|
(191,213
|
)
|
Other comprehensive loss before reclassifications
|
|
10,339
|
|
|
—
|
|
|
(4,408
|
)
|
|
5,931
|
|
Reclassifications from AOCI to income
|
|
—
|
|
|
—
|
|
|
2,711
|
|
|
2,711
|
|
Balance at May 31, 2016
|
|
$
|
(153,168
|
)
|
|
$
|
(13,149
|
)
|
|
$
|
(16,254
|
)
|
|
$
|
(182,571
|
)
|
We prepare our financial reports and analyze our business results within our three operating segments: Resources, Transportation, and CMS. We evaluate segment performance primarily at the revenue and operating profit level for each of these three segments. We also evaluate revenues by transaction type and geography.
Information about the operations of our three segments is set forth below.
No
single customer accounted for 10% or more of our total revenue for the
three and six months ended
May 31, 2016
and
2015
. There are
no
material inter-segment revenues for any period presented. Certain corporate transactions are not allocated to the reportable segments, including such items as stock-based compensation expense, net periodic pension and postretirement expense, corporate-level impairments, and gain (loss) on sale of corporate assets.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Resources
|
|
Transportation
|
|
CMS
|
|
Shared
Services
|
|
Consolidated
Total
|
|
(In thousands)
|
Three months ended May 31, 2016
|
|
|
|
|
|
|
|
|
Revenue
|
$
|
221,124
|
|
|
$
|
230,922
|
|
|
$
|
135,923
|
|
|
$
|
—
|
|
|
$
|
587,969
|
|
Operating income
|
$
|
61,873
|
|
|
$
|
60,540
|
|
|
$
|
18,581
|
|
|
$
|
(55,784
|
)
|
|
$
|
85,210
|
|
Depreciation and amortization
|
$
|
26,153
|
|
|
$
|
27,885
|
|
|
$
|
10,169
|
|
|
$
|
87
|
|
|
$
|
64,294
|
|
Three months ended May 31, 2015
|
|
|
|
|
|
|
|
|
Revenue
|
$
|
234,673
|
|
|
$
|
190,292
|
|
|
$
|
131,975
|
|
|
$
|
—
|
|
|
$
|
556,940
|
|
Operating income
|
$
|
64,186
|
|
|
$
|
47,833
|
|
|
$
|
9,666
|
|
|
$
|
(45,516
|
)
|
|
$
|
76,169
|
|
Depreciation and amortization
|
$
|
21,844
|
|
|
$
|
20,412
|
|
|
$
|
11,498
|
|
|
$
|
49
|
|
|
$
|
53,803
|
|
Six months ended May 31, 2016
|
|
|
|
|
|
|
|
|
Revenue
|
$
|
437,046
|
|
|
$
|
430,598
|
|
|
$
|
268,771
|
|
|
$
|
—
|
|
|
$
|
1,136,415
|
|
Operating income
|
$
|
121,254
|
|
|
$
|
103,595
|
|
|
$
|
34,248
|
|
|
$
|
(94,375
|
)
|
|
$
|
164,722
|
|
Depreciation and amortization
|
$
|
50,618
|
|
|
$
|
53,917
|
|
|
$
|
20,231
|
|
|
$
|
43
|
|
|
$
|
124,809
|
|
Six months ended May 31, 2015
|
|
|
|
|
|
|
|
|
Revenue
|
$
|
452,242
|
|
|
$
|
366,008
|
|
|
$
|
252,566
|
|
|
$
|
—
|
|
|
$
|
1,070,816
|
|
Operating income
|
$
|
120,645
|
|
|
$
|
88,472
|
|
|
$
|
15,541
|
|
|
$
|
(85,543
|
)
|
|
$
|
139,115
|
|
Depreciation and amortization
|
$
|
42,993
|
|
|
$
|
40,344
|
|
|
$
|
21,245
|
|
|
$
|
103
|
|
|
$
|
104,685
|
|
Revenue by transaction type was as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended May 31,
|
|
Six months ended May 31,
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
Subscription revenue
|
$
|
462,042
|
|
|
$
|
441,718
|
|
|
$
|
905,201
|
|
|
$
|
870,982
|
|
Non-subscription revenue
|
125,927
|
|
|
115,222
|
|
|
231,214
|
|
|
199,834
|
|
Total revenue
|
$
|
587,969
|
|
|
$
|
556,940
|
|
|
$
|
1,136,415
|
|
|
$
|
1,070,816
|
|
Revenue by geography was as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended May 31,
|
|
Six months ended May 31,
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
Americas
|
$
|
410,955
|
|
|
$
|
375,880
|
|
|
$
|
787,090
|
|
|
$
|
716,710
|
|
EMEA
|
119,189
|
|
|
128,902
|
|
|
238,030
|
|
|
249,545
|
|
APAC
|
57,825
|
|
|
52,158
|
|
|
111,295
|
|
|
104,561
|
|
Total revenue
|
$
|
587,969
|
|
|
$
|
556,940
|
|
|
$
|
1,136,415
|
|
|
$
|
1,070,816
|
|
|
|
16.
|
Supplemental Guarantor Information
|
Our 5% Notes are fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by the following wholly owned subsidiaries of IHS Inc. (collectively, the Guarantor Subsidiaries):
•
IHS Holding Inc.
•
IHS Global Inc.
•
R.L. Polk & Co.
•
CARFAX, Inc.
The guarantees of our 5% Notes by the Guarantor Subsidiaries contain customary release provisions, which provide for the termination of such guarantees upon (i) the sale or other disposition (including by way of consolidation or merger) of the Guarantor Subsidiary or the sale or disposition of all or substantially all the assets of the Guarantor Subsidiary (in each case other than to the parent company (IHS Inc.) or another subsidiary of the parent company), (ii) the defeasance of the 5% Notes, (iii) at such time as the Guarantor Subsidiary ceases to be a guarantor of any significant indebtedness of the company, or (iv) if approved by the holders of the 5% Notes (except as provided in the indenture governing the 5% Notes).
The following supplemental tables present condensed consolidating financial information for the parent company, the Guarantor Subsidiaries on a combined basis, and the non-guarantor subsidiaries on a combined basis.
CONDENSED CONSOLIDATING BALANCE SHEET
AS OF MAY 31, 2016
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IHS Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminating Entries
|
|
Consolidated
|
Assets
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
150
|
|
|
$
|
224,853
|
|
|
$
|
120,537
|
|
|
$
|
—
|
|
|
$
|
345,540
|
|
Accounts receivable, net
|
—
|
|
|
204,587
|
|
|
173,439
|
|
|
—
|
|
|
378,026
|
|
Income tax receivable
|
—
|
|
|
—
|
|
|
7,737
|
|
|
—
|
|
|
7,737
|
|
Deferred subscription costs
|
—
|
|
|
65,467
|
|
|
35,092
|
|
|
(38,078
|
)
|
|
62,481
|
|
Intercompany receivables
|
464,204
|
|
|
43,636
|
|
|
180,757
|
|
|
(688,597
|
)
|
|
—
|
|
Other
|
3,941
|
|
|
43,049
|
|
|
22,585
|
|
|
—
|
|
|
69,575
|
|
Total current assets
|
468,295
|
|
|
581,592
|
|
|
540,147
|
|
|
(726,675
|
)
|
|
863,359
|
|
Non-current assets:
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
—
|
|
|
269,203
|
|
|
49,248
|
|
|
—
|
|
|
318,451
|
|
Intangible assets, net
|
—
|
|
|
736,387
|
|
|
584,034
|
|
|
—
|
|
|
1,320,421
|
|
Goodwill
|
—
|
|
|
2,440,621
|
|
|
1,640,462
|
|
|
—
|
|
|
4,081,083
|
|
Deferred income taxes
|
45,459
|
|
|
—
|
|
|
6,630
|
|
|
(45,459
|
)
|
|
6,630
|
|
Investment in subsidiaries
|
3,071,702
|
|
|
3,462,150
|
|
|
—
|
|
|
(6,533,852
|
)
|
|
—
|
|
Intercompany notes receivable
|
—
|
|
|
123,846
|
|
|
1,282,619
|
|
|
(1,406,465
|
)
|
|
—
|
|
Other
|
14,598
|
|
|
10,562
|
|
|
1,088
|
|
|
—
|
|
|
26,248
|
|
Total non-current assets
|
3,131,759
|
|
|
7,042,769
|
|
|
3,564,081
|
|
|
(7,985,776
|
)
|
|
5,752,833
|
|
Total assets
|
$
|
3,600,054
|
|
|
$
|
7,624,361
|
|
|
$
|
4,104,228
|
|
|
$
|
(8,712,451
|
)
|
|
$
|
6,616,192
|
|
Liabilities and stockholders’ equity
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
Short-term debt
|
$
|
41,250
|
|
|
$
|
432,546
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
473,796
|
|
Accounts payable
|
—
|
|
|
23,267
|
|
|
22,132
|
|
|
—
|
|
|
45,399
|
|
Accrued compensation
|
—
|
|
|
52,245
|
|
|
17,267
|
|
|
—
|
|
|
69,512
|
|
Accrued royalties
|
—
|
|
|
27,995
|
|
|
6,815
|
|
|
—
|
|
|
34,810
|
|
Other accrued expenses
|
4,139
|
|
|
77,260
|
|
|
49,872
|
|
|
—
|
|
|
131,271
|
|
Income tax payable
|
8,770
|
|
|
—
|
|
|
36,728
|
|
|
—
|
|
|
45,498
|
|
Deferred revenue
|
—
|
|
|
361,921
|
|
|
325,951
|
|
|
(38,078
|
)
|
|
649,794
|
|
Intercompany payables
|
—
|
|
|
620,461
|
|
|
68,136
|
|
|
(688,597
|
)
|
|
—
|
|
Total current liabilities
|
54,159
|
|
|
1,595,695
|
|
|
526,901
|
|
|
(726,675
|
)
|
|
1,450,080
|
|
Long-term debt
|
1,270,875
|
|
|
1,216,649
|
|
|
—
|
|
|
—
|
|
|
2,487,524
|
|
Accrued pension and postretirement liability
|
18,787
|
|
|
7,801
|
|
|
(686
|
)
|
|
—
|
|
|
25,902
|
|
Deferred income taxes
|
—
|
|
|
264,187
|
|
|
111,110
|
|
|
(45,459
|
)
|
|
329,838
|
|
Intercompany notes payable
|
—
|
|
|
1,282,619
|
|
|
123,846
|
|
|
(1,406,465
|
)
|
|
—
|
|
Other liabilities
|
291
|
|
|
49,592
|
|
|
17,023
|
|
|
—
|
|
|
66,906
|
|
Total stockholders’ equity
|
2,255,942
|
|
|
3,207,818
|
|
|
3,326,034
|
|
|
(6,533,852
|
)
|
|
2,255,942
|
|
Total liabilities and stockholders’ equity
|
$
|
3,600,054
|
|
|
$
|
7,624,361
|
|
|
$
|
4,104,228
|
|
|
$
|
(8,712,451
|
)
|
|
$
|
6,616,192
|
|
CONDENSED CONSOLIDATING BALANCE SHEET
AS OF NOVEMBER 30, 2015
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IHS Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminating Entries
|
|
Consolidated
|
Assets
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
21,048
|
|
|
$
|
270,532
|
|
|
$
|
—
|
|
|
$
|
291,580
|
|
Accounts receivable, net
|
—
|
|
|
192,889
|
|
|
163,024
|
|
|
—
|
|
|
355,913
|
|
Income tax receivable
|
42,663
|
|
|
—
|
|
|
3,021
|
|
|
(41,099
|
)
|
|
4,585
|
|
Deferred subscription costs
|
—
|
|
|
52,210
|
|
|
30,082
|
|
|
(29,540
|
)
|
|
52,752
|
|
Intercompany receivables
|
465,915
|
|
|
38,381
|
|
|
179,798
|
|
|
(684,094
|
)
|
|
—
|
|
Assets held for sale
|
—
|
|
|
99,743
|
|
|
93,634
|
|
|
—
|
|
|
193,377
|
|
Other
|
1,681
|
|
|
38,220
|
|
|
17,234
|
|
|
—
|
|
|
57,135
|
|
Total current assets
|
510,259
|
|
|
442,491
|
|
|
757,325
|
|
|
(754,733
|
)
|
|
955,342
|
|
Non-current assets:
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
—
|
|
|
267,422
|
|
|
46,944
|
|
|
—
|
|
|
314,366
|
|
Intangible assets, net
|
—
|
|
|
768,029
|
|
|
246,662
|
|
|
—
|
|
|
1,014,691
|
|
Goodwill
|
—
|
|
|
2,274,422
|
|
|
1,013,037
|
|
|
—
|
|
|
3,287,459
|
|
Deferred income taxes
|
58,471
|
|
|
—
|
|
|
6,630
|
|
|
(58,471
|
)
|
|
6,630
|
|
Investment in subsidiaries
|
2,416,961
|
|
|
3,045,096
|
|
|
—
|
|
|
(5,462,057
|
)
|
|
—
|
|
Intercompany notes receivable
|
—
|
|
|
—
|
|
|
724,778
|
|
|
(724,778
|
)
|
|
—
|
|
Other
|
10,181
|
|
|
11,130
|
|
|
1,282
|
|
|
—
|
|
|
22,593
|
|
Total non-current assets
|
2,485,613
|
|
|
6,366,099
|
|
|
2,039,333
|
|
|
(6,245,306
|
)
|
|
4,645,739
|
|
Total assets
|
$
|
2,995,872
|
|
|
$
|
6,808,590
|
|
|
$
|
2,796,658
|
|
|
$
|
(7,000,039
|
)
|
|
$
|
5,601,081
|
|
Liabilities and stockholders’ equity
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
Short-term debt
|
$
|
—
|
|
|
$
|
36,019
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
36,019
|
|
Accounts payable
|
5
|
|
|
39,689
|
|
|
19,486
|
|
|
—
|
|
|
59,180
|
|
Accrued compensation
|
—
|
|
|
69,889
|
|
|
35,588
|
|
|
—
|
|
|
105,477
|
|
Accrued royalties
|
—
|
|
|
25,985
|
|
|
7,321
|
|
|
—
|
|
|
33,306
|
|
Other accrued expenses
|
3,453
|
|
|
74,055
|
|
|
40,709
|
|
|
—
|
|
|
118,217
|
|
Income tax payable
|
—
|
|
|
64,077
|
|
|
362
|
|
|
(41,100
|
)
|
|
23,339
|
|
Deferred revenue
|
—
|
|
|
321,766
|
|
|
260,272
|
|
|
(29,540
|
)
|
|
552,498
|
|
Intercompany payables
|
22,721
|
|
|
549,783
|
|
|
122,855
|
|
|
(695,359
|
)
|
|
—
|
|
Liabilities held for sale
|
—
|
|
|
12,402
|
|
|
19,695
|
|
|
—
|
|
|
32,097
|
|
Total current liabilities
|
26,179
|
|
|
1,193,665
|
|
|
506,288
|
|
|
(765,999
|
)
|
|
960,133
|
|
Long-term debt
|
750,000
|
|
|
1,345,183
|
|
|
—
|
|
|
—
|
|
|
2,095,183
|
|
Accrued pension and postretirement liability
|
18,260
|
|
|
8,188
|
|
|
297
|
|
|
—
|
|
|
26,745
|
|
Deferred income taxes
|
—
|
|
|
259,764
|
|
|
46,965
|
|
|
(47,205
|
)
|
|
259,524
|
|
Intercompany notes payable
|
—
|
|
|
724,778
|
|
|
—
|
|
|
(724,778
|
)
|
|
—
|
|
Other liabilities
|
556
|
|
|
40,755
|
|
|
17,308
|
|
|
—
|
|
|
58,619
|
|
Total stockholders’ equity
|
2,200,877
|
|
|
3,236,257
|
|
|
2,225,800
|
|
|
(5,462,057
|
)
|
|
2,200,877
|
|
Total liabilities and stockholders’ equity
|
$
|
2,995,872
|
|
|
$
|
6,808,590
|
|
|
$
|
2,796,658
|
|
|
$
|
(7,000,039
|
)
|
|
$
|
5,601,081
|
|
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MAY 31, 2016
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IHS Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminating Entries
|
|
Consolidated
|
Revenue
|
$
|
—
|
|
|
$
|
410,984
|
|
|
$
|
193,693
|
|
|
$
|
(16,708
|
)
|
|
$
|
587,969
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
Cost of revenue
|
—
|
|
|
204,047
|
|
|
24,948
|
|
|
(16,708
|
)
|
|
212,287
|
|
Selling, general and administrative
|
2,762
|
|
|
134,463
|
|
|
69,702
|
|
|
—
|
|
|
206,927
|
|
Depreciation and amortization
|
—
|
|
|
43,633
|
|
|
20,661
|
|
|
—
|
|
|
64,294
|
|
Restructuring charges
|
—
|
|
|
2,257
|
|
|
5,382
|
|
|
—
|
|
|
7,639
|
|
Acquisition-related costs
|
—
|
|
|
9,824
|
|
|
1,737
|
|
|
—
|
|
|
11,561
|
|
Net periodic pension and postretirement expense (income)
|
8
|
|
|
511
|
|
|
(113
|
)
|
|
—
|
|
|
406
|
|
Other expense (income), net
|
—
|
|
|
(1,872
|
)
|
|
1,517
|
|
|
—
|
|
|
(355
|
)
|
Total operating expenses
|
2,770
|
|
|
392,863
|
|
|
123,834
|
|
|
(16,708
|
)
|
|
502,759
|
|
Operating income (loss)
|
(2,770
|
)
|
|
18,121
|
|
|
69,859
|
|
|
—
|
|
|
85,210
|
|
Interest income
|
—
|
|
|
1,824
|
|
|
272
|
|
|
(1,815
|
)
|
|
281
|
|
Interest expense
|
(14,522
|
)
|
|
(14,536
|
)
|
|
6
|
|
|
1,815
|
|
|
(27,237
|
)
|
Non-operating income (expense), net
|
(14,522
|
)
|
|
(12,712
|
)
|
|
278
|
|
|
—
|
|
|
(26,956
|
)
|
Income (loss) from continuing operations before income taxes
|
(17,292
|
)
|
|
5,409
|
|
|
70,137
|
|
|
—
|
|
|
58,254
|
|
Benefit (provision) for income taxes
|
6,830
|
|
|
(2,137
|
)
|
|
(18,099
|
)
|
|
—
|
|
|
(13,406
|
)
|
Income (loss) from continuing operations
|
(10,462
|
)
|
|
3,272
|
|
|
52,038
|
|
|
—
|
|
|
44,848
|
|
Income from discontinued operations, net
|
—
|
|
|
4,170
|
|
|
1,084
|
|
|
—
|
|
|
5,254
|
|
Equity in net income of subsidiaries
|
60,564
|
|
|
53,122
|
|
|
—
|
|
|
(113,686
|
)
|
|
—
|
|
Net income
|
$
|
50,102
|
|
|
$
|
60,564
|
|
|
$
|
53,122
|
|
|
$
|
(113,686
|
)
|
|
$
|
50,102
|
|
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MAY 31, 2015
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IHS Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminating Entries
|
|
Consolidated
|
Revenue
|
$
|
—
|
|
|
$
|
389,830
|
|
|
$
|
179,908
|
|
|
$
|
(12,798
|
)
|
|
$
|
556,940
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
Cost of revenue
|
—
|
|
|
184,301
|
|
|
43,355
|
|
|
(12,798
|
)
|
|
214,858
|
|
Selling, general and administrative
|
2,618
|
|
|
134,444
|
|
|
65,598
|
|
|
—
|
|
|
202,660
|
|
Depreciation and amortization
|
—
|
|
|
37,206
|
|
|
16,597
|
|
|
—
|
|
|
53,803
|
|
Restructuring charges
|
—
|
|
|
5,073
|
|
|
1,647
|
|
|
—
|
|
|
6,720
|
|
Acquisition-related costs
|
—
|
|
|
224
|
|
|
77
|
|
|
—
|
|
|
301
|
|
Net periodic pension and postretirement expense (income)
|
8
|
|
|
563
|
|
|
(74
|
)
|
|
—
|
|
|
497
|
|
Other expense (income), net
|
—
|
|
|
2,123
|
|
|
(191
|
)
|
|
—
|
|
|
1,932
|
|
Total operating expenses
|
2,626
|
|
|
363,934
|
|
|
127,009
|
|
|
(12,798
|
)
|
|
480,771
|
|
Operating income (loss)
|
(2,626
|
)
|
|
25,896
|
|
|
52,899
|
|
|
—
|
|
|
76,169
|
|
Interest income
|
6,442
|
|
|
41
|
|
|
178
|
|
|
(6,481
|
)
|
|
180
|
|
Interest expense
|
(9,811
|
)
|
|
(8,304
|
)
|
|
(5,820
|
)
|
|
6,481
|
|
|
(17,454
|
)
|
Non-operating expense, net
|
(3,369
|
)
|
|
(8,263
|
)
|
|
(5,642
|
)
|
|
—
|
|
|
(17,274
|
)
|
Income (loss) from continuing operations before income taxes
|
(5,995
|
)
|
|
17,633
|
|
|
47,257
|
|
|
—
|
|
|
58,895
|
|
Benefit (provision) for income taxes
|
2,368
|
|
|
(6,961
|
)
|
|
(7,629
|
)
|
|
—
|
|
|
(12,222
|
)
|
Income (loss) from continuing operations
|
(3,627
|
)
|
|
10,672
|
|
|
39,628
|
|
|
—
|
|
|
46,673
|
|
Income from discontinued operations, net
|
—
|
|
|
740
|
|
|
3,539
|
|
|
—
|
|
|
4,279
|
|
Equity in net income of subsidiaries
|
54,579
|
|
|
43,167
|
|
|
—
|
|
|
(97,746
|
)
|
|
—
|
|
Net income
|
$
|
50,952
|
|
|
$
|
54,579
|
|
|
$
|
43,167
|
|
|
$
|
(97,746
|
)
|
|
$
|
50,952
|
|
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED MAY 31, 2016
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IHS Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminating Entries
|
|
Consolidated
|
Revenue
|
$
|
—
|
|
|
$
|
814,797
|
|
|
$
|
354,500
|
|
|
$
|
(32,882
|
)
|
|
$
|
1,136,415
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
Cost of revenue
|
—
|
|
|
422,004
|
|
|
33,960
|
|
|
(32,882
|
)
|
|
423,082
|
|
Selling, general and administrative
|
5,847
|
|
|
252,412
|
|
|
135,183
|
|
|
—
|
|
|
393,442
|
|
Depreciation and amortization
|
—
|
|
|
86,672
|
|
|
38,137
|
|
|
—
|
|
|
124,809
|
|
Restructuring charges
|
—
|
|
|
5,957
|
|
|
7,385
|
|
|
—
|
|
|
13,342
|
|
Acquisition-related costs
|
—
|
|
|
10,480
|
|
|
4,863
|
|
|
—
|
|
|
15,343
|
|
Net periodic pension and postretirement expense (income)
|
16
|
|
|
1,021
|
|
|
(224
|
)
|
|
—
|
|
|
813
|
|
Other expense (income), net
|
—
|
|
|
(772
|
)
|
|
1,634
|
|
|
—
|
|
|
862
|
|
Total operating expenses
|
5,863
|
|
|
777,774
|
|
|
220,938
|
|
|
(32,882
|
)
|
|
971,693
|
|
Operating income (loss)
|
(5,863
|
)
|
|
37,023
|
|
|
133,562
|
|
|
—
|
|
|
164,722
|
|
Interest income
|
—
|
|
|
3,614
|
|
|
536
|
|
|
(3,605
|
)
|
|
545
|
|
Interest expense
|
(24,328
|
)
|
|
(33,708
|
)
|
|
(946
|
)
|
|
3,605
|
|
|
(55,377
|
)
|
Non-operating expense, net
|
(24,328
|
)
|
|
(30,094
|
)
|
|
(410
|
)
|
|
—
|
|
|
(54,832
|
)
|
Income (loss) from continuing operations before income taxes
|
(30,191
|
)
|
|
6,929
|
|
|
133,152
|
|
|
—
|
|
|
109,890
|
|
Benefit (provision) for income taxes
|
11,925
|
|
|
(2,737
|
)
|
|
(33,003
|
)
|
|
—
|
|
|
(23,815
|
)
|
Income (loss) from continuing operations
|
(18,266
|
)
|
|
4,192
|
|
|
100,149
|
|
|
—
|
|
|
86,075
|
|
Income from discontinued operations, net
|
—
|
|
|
6,021
|
|
|
3,050
|
|
|
—
|
|
|
9,071
|
|
Equity in net income of subsidiaries
|
113,412
|
|
|
103,199
|
|
|
—
|
|
|
(216,611
|
)
|
|
—
|
|
Net income
|
$
|
95,146
|
|
|
$
|
113,412
|
|
|
$
|
103,199
|
|
|
$
|
(216,611
|
)
|
|
$
|
95,146
|
|
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED MAY 31, 2015
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IHS Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminating Entries
|
|
Consolidated
|
Revenue
|
$
|
—
|
|
|
$
|
754,205
|
|
|
$
|
345,557
|
|
|
$
|
(28,946
|
)
|
|
$
|
1,070,816
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
Cost of revenue
|
—
|
|
|
389,039
|
|
|
55,110
|
|
|
(28,946
|
)
|
|
415,203
|
|
Selling, general and administrative
|
6,672
|
|
|
253,405
|
|
|
129,031
|
|
|
—
|
|
|
389,108
|
|
Depreciation and amortization
|
—
|
|
|
72,990
|
|
|
31,695
|
|
|
—
|
|
|
104,685
|
|
Restructuring charges
|
—
|
|
|
12,735
|
|
|
7,406
|
|
|
—
|
|
|
20,141
|
|
Acquisition-related costs
|
—
|
|
|
350
|
|
|
127
|
|
|
—
|
|
|
477
|
|
Net periodic pension and postretirement expense (income)
|
15
|
|
|
1,131
|
|
|
(153
|
)
|
|
—
|
|
|
993
|
|
Other expense, net
|
—
|
|
|
361
|
|
|
733
|
|
|
—
|
|
|
1,094
|
|
Total operating expenses
|
6,687
|
|
|
730,011
|
|
|
223,949
|
|
|
(28,946
|
)
|
|
931,701
|
|
Operating income (loss)
|
(6,687
|
)
|
|
24,194
|
|
|
121,608
|
|
|
—
|
|
|
139,115
|
|
Interest income
|
10,349
|
|
|
80
|
|
|
1,049
|
|
|
(11,138
|
)
|
|
340
|
|
Interest expense
|
(19,602
|
)
|
|
(15,986
|
)
|
|
(9,998
|
)
|
|
11,138
|
|
|
(34,448
|
)
|
Non-operating expense, net
|
(9,253
|
)
|
|
(15,906
|
)
|
|
(8,949
|
)
|
|
—
|
|
|
(34,108
|
)
|
Income (loss) from continuing operations before income taxes
|
(15,940
|
)
|
|
8,288
|
|
|
112,659
|
|
|
—
|
|
|
105,007
|
|
Benefit (provision) for income taxes
|
6,296
|
|
|
(3,274
|
)
|
|
(23,406
|
)
|
|
—
|
|
|
(20,384
|
)
|
Income (loss) from continuing operations
|
(9,644
|
)
|
|
5,014
|
|
|
89,253
|
|
|
—
|
|
|
84,623
|
|
Income from discontinued operations, net
|
—
|
|
|
1,417
|
|
|
4,432
|
|
|
—
|
|
|
5,849
|
|
Equity in net income of subsidiaries
|
100,116
|
|
|
93,685
|
|
|
—
|
|
|
(193,801
|
)
|
|
—
|
|
Net income
|
$
|
90,472
|
|
|
$
|
100,116
|
|
|
$
|
93,685
|
|
|
$
|
(193,801
|
)
|
|
$
|
90,472
|
|
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IHS Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminating Entries
|
|
Consolidated
|
Three months ended May 31, 2016
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
$
|
84,845
|
|
|
$
|
95,381
|
|
|
$
|
95,075
|
|
|
$
|
(190,456
|
)
|
|
$
|
84,845
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended May 31, 2015
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss)
|
$
|
40,073
|
|
|
$
|
43,826
|
|
|
$
|
33,567
|
|
|
$
|
(77,393
|
)
|
|
$
|
40,073
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended May 31, 2016
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
$
|
103,788
|
|
|
$
|
122,225
|
|
|
$
|
122,953
|
|
|
$
|
(245,178
|
)
|
|
$
|
103,788
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended May 31, 2015
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
$
|
41,710
|
|
|
$
|
51,321
|
|
|
$
|
47,780
|
|
|
$
|
(99,101
|
)
|
|
$
|
41,710
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED MAY 31, 2016
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IHS Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminating Entries
|
|
Consolidated
|
Net cash provided by operating activities
|
$
|
150
|
|
|
$
|
183,221
|
|
|
$
|
145,197
|
|
|
$
|
—
|
|
|
$
|
328,568
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
Capital expenditures on property and equipment
|
—
|
|
|
(44,963
|
)
|
|
(7,697
|
)
|
|
—
|
|
|
(52,660
|
)
|
Acquisitions of businesses, net of cash acquired
|
—
|
|
|
(653,906
|
)
|
|
(459,534
|
)
|
|
—
|
|
|
(1,113,440
|
)
|
Proceeds from sale of assets
|
—
|
|
|
124,282
|
|
|
65,933
|
|
|
—
|
|
|
190,215
|
|
Change in other assets
|
—
|
|
|
4,272
|
|
|
—
|
|
|
—
|
|
|
4,272
|
|
Settlements of forward contracts
|
—
|
|
|
—
|
|
|
(4,148
|
)
|
|
—
|
|
|
(4,148
|
)
|
Advances provided to other subsidiaries
|
—
|
|
|
(190,749
|
)
|
|
(624,366
|
)
|
|
815,115
|
|
|
—
|
|
Investment in subsidiaries
|
—
|
|
|
(551,451
|
)
|
|
—
|
|
|
551,451
|
|
|
—
|
|
Net cash used in investing activities
|
—
|
|
|
(1,312,515
|
)
|
|
(1,029,812
|
)
|
|
1,366,566
|
|
|
(975,761
|
)
|
Financing activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from borrowings
|
—
|
|
|
1,100,000
|
|
|
—
|
|
|
—
|
|
|
1,100,000
|
|
Repayment of borrowings
|
—
|
|
|
(269,882
|
)
|
|
—
|
|
|
—
|
|
|
(269,882
|
)
|
Payment of debt issuance costs
|
—
|
|
|
(15,430
|
)
|
|
—
|
|
|
—
|
|
|
(15,430
|
)
|
Excess tax benefit from stock-based compensation
|
—
|
|
|
60
|
|
|
—
|
|
|
—
|
|
|
60
|
|
Repurchases of common stock
|
—
|
|
|
(106,015
|
)
|
|
—
|
|
|
—
|
|
|
(106,015
|
)
|
Advances received from other subsidiaries
|
—
|
|
|
624,366
|
|
|
190,749
|
|
|
(815,115
|
)
|
|
—
|
|
Proceeds from issuance of intercompany equity
|
—
|
|
|
—
|
|
|
551,451
|
|
|
(551,451
|
)
|
|
—
|
|
Net cash provided by financing activities
|
—
|
|
|
1,333,099
|
|
|
742,200
|
|
|
(1,366,566
|
)
|
|
708,733
|
|
Foreign exchange impact on cash balance
|
—
|
|
|
—
|
|
|
(9,148
|
)
|
|
—
|
|
|
(9,148
|
)
|
Net increase (decrease) in cash and cash equivalents
|
150
|
|
|
203,805
|
|
|
(151,563
|
)
|
|
—
|
|
|
52,392
|
|
Cash and cash equivalents at the beginning of the period
|
—
|
|
|
21,048
|
|
|
272,100
|
|
|
—
|
|
|
293,148
|
|
Cash and cash equivalents at the end of the period
|
$
|
150
|
|
|
$
|
224,853
|
|
|
$
|
120,537
|
|
|
$
|
—
|
|
|
$
|
345,540
|
|
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED MAY 31, 2015
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IHS Inc.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminating Entries
|
|
Consolidated
|
Net cash provided by operating activities
|
$
|
—
|
|
|
$
|
186,247
|
|
|
$
|
148,037
|
|
|
$
|
—
|
|
|
$
|
334,284
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
Capital expenditures on property and equipment
|
—
|
|
|
(60,793
|
)
|
|
(8,245
|
)
|
|
—
|
|
|
(69,038
|
)
|
Acquisitions of businesses, net of cash acquired
|
—
|
|
|
(324,393
|
)
|
|
(45,515
|
)
|
|
—
|
|
|
(369,908
|
)
|
Change in other assets
|
—
|
|
|
(339
|
)
|
|
—
|
|
|
—
|
|
|
(339
|
)
|
Settlements of forward contracts
|
—
|
|
|
—
|
|
|
2,419
|
|
|
—
|
|
|
2,419
|
|
Investment in subsidiaries
|
—
|
|
|
(100
|
)
|
|
—
|
|
|
100
|
|
|
—
|
|
Net cash used in investing activities
|
—
|
|
|
(385,625
|
)
|
|
(51,341
|
)
|
|
100
|
|
|
(436,866
|
)
|
Financing activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from borrowings
|
—
|
|
|
440,000
|
|
|
—
|
|
|
—
|
|
|
440,000
|
|
Repayment of borrowings
|
—
|
|
|
(152,980
|
)
|
|
(283
|
)
|
|
—
|
|
|
(153,263
|
)
|
Excess tax benefit from stock-based compensation
|
—
|
|
|
5,193
|
|
|
—
|
|
|
—
|
|
|
5,193
|
|
Repurchases of common stock
|
—
|
|
|
(105,247
|
)
|
|
—
|
|
|
—
|
|
|
(105,247
|
)
|
Proceeds from issuance of intercompany equity
|
—
|
|
|
—
|
|
|
100
|
|
|
(100
|
)
|
|
—
|
|
Net cash provided by (used in) financing activities
|
—
|
|
|
186,966
|
|
|
(183
|
)
|
|
(100
|
)
|
|
186,683
|
|
Foreign exchange impact on cash balance
|
—
|
|
|
—
|
|
|
(11,378
|
)
|
|
—
|
|
|
(11,378
|
)
|
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
(12,412
|
)
|
|
85,135
|
|
|
—
|
|
|
72,723
|
|
Cash and cash equivalents at the beginning of the period
|
—
|
|
|
32,314
|
|
|
120,842
|
|
|
—
|
|
|
153,156
|
|
Cash and cash equivalents at the end of the period
|
$
|
—
|
|
|
$
|
19,902
|
|
|
$
|
205,977
|
|
|
$
|
—
|
|
|
$
|
225,879
|
|