Item 7.01 Regulation FD Disclosure.
On October 17, 2019, the Board of Directors (the “Board”) of IHS Markit Ltd. (the “Company”) approved the initiation of a quarterly cash dividend beginning in the first quarter of fiscal 2020. The Company expects to declare the quarterly cash dividend for the first quarter of fiscal 2020 in January 2020 with payment expected in February 2020, and the declaration and payment of that dividend and any future quarterly cash dividend will be subject to the discretion of the Board.
The Board also authorized a new share repurchase program of up to $2.5 billion of IHS Markit common shares. The new share repurchase program is set to terminate on November 30, 2021. The Company’s existing share repurchase program, which had $506.9 million remaining available to repurchase thereunder and was set to terminate on November 30, 2019, was terminated by the Board as of October 17, 2019.
The new share repurchase program may be funded using existing cash, cash equivalents, marketable securities and future cash flows, or through the incurrence of short- or long-term indebtedness, at management’s discretion. Under this program, the Company is authorized to repurchase its common shares on the open market from time to time at the discretion of management, in block transactions, in privately negotiated transactions, or through accelerated share repurchase agreements, subject to availability of common shares, price, market conditions, alternative uses of capital, and applicable laws and regulatory requirements. Repurchased shares may be held in treasury or cancelled. The new repurchase program does not obligate the Company to repurchase any set dollar amount or number of shares and may be modified, suspended, or terminated at any time without prior notice.
The new share repurchase program and the initiation of a quarterly cash dividend are consistent with the Company’s updated capital allocation framework that includes annual capital return to shareholders of approximately 50-75% of the Company’s annual capital capacity.
This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in any such filing.
Forward-Looking Statements
This communication 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 communication and use words like “aim,” “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “goal,” “intend,” “likely,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “see,” “seek,” “should,” “strategy,” “strive,” “target,” “will,” and “would” and similar expressions, and variations or negatives of these words. Examples of forward-looking statements include, among others, statements we make regarding: guidance and predictions relating to expected operating results, such as revenue growth and earnings; strategic actions such as acquisitions, joint ventures, and dispositions, the anticipated benefits therefrom, and the Company’s 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; the Company’s belief that it has sufficient liquidity to fund its ongoing business operations; expectations of the effect on the Company’s financial condition of claims, litigation, environmental costs, contingent liabilities, and governmental and regulatory investigations and proceedings; and the Company’s 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 the Company’s 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 the Company’s control. Important factors that could cause the Company’s actual results and financial condition to differ materially from those indicated in the forward-looking statements are more fully discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K, along with its other filings with the U.S. Securities and Exchange Commission (“SEC”). However, those factors should not 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. You are cautioned not to place undue reliance on these forward-looking statements, which are based only on information currently available to our management and speak only as of the date of this communication. The Company does 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. Please consult the Company’s public filings with the SEC or on its website at investor.ihsmarkit.com.