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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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New York
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13-1026995
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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55 Water Street, New York, New York
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10041
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of exchange on which registered
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Common Stock — $1 par value
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New York Stock Exchange
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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PART I
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Item
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Page
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1
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1a.
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1b.
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2
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3
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4
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PART II
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5
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6
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7
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7a.
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8.
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9.
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9a.
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9b.
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PART III
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10
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11
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12
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13
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14
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PART IV
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15
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16
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worldwide economic, financial, political and regulatory conditions, including geopolitical uncertainty and conditions that may result from legislative, regulatory, trade and policy changes associated with the current U.S. administration or the United Kingdom’s withdrawal from the European Union;
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the rapidly evolving regulatory environment, in Europe, the United States and elsewhere, affecting S&P Global Ratings, S&P Global Platts, S&P Global Indices, and S&P Global Market Intelligence, including new and amended regulations and the Company’s compliance therewith;
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the impact of the recent acquisition of Kensho, including the impact on the Company’s results of operations; any failure to successfully integrate Kensho into the Company’s operations; any failure to attract and retain key employees; and the risk of litigation, unexpected costs, charges or expenses relating to the acquisition;
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the Company’s ability to maintain adequate physical, technical and administrative safeguards to protect the security of confidential information and data, and the potential for unauthorized access to our systems or a system or network disruption that results in improper disclosure of confidential information or data, regulatory penalties and remedial costs;
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our ability to make acquisitions and dispositions and successfully integrate the businesses we acquire;
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the outcome of litigation, government and regulatory proceedings, investigations and inquiries;
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the health of debt and equity markets, including credit quality and spreads, the level of liquidity and future debt issuances and the potentially adverse impact of increased access to cash resulting from the Tax Cuts and Jobs Act;
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the demand and market for credit ratings in and across the sectors and geographies where the Company operates;
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concerns in the marketplace affecting the Company’s credibility or otherwise affecting market perceptions of the integrity or utility of independent credit ratings, benchmarks and indices;
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the effect of competitive products and pricing, including the level of success of new product developments and global expansion;
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consolidation in the Company’s end-customer markets;
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the introduction of competing products or technologies by other companies;
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the impact of customer cost-cutting pressures, including in the financial services industry and commodities markets;
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a decline in the demand for credit risk management tools by financial institutions;
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the level of merger and acquisition activity in the United States and abroad;
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the volatility of the energy marketplace;
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the health of the commodities markets;
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our ability to attract, incentivize and retain key employees;
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our ability to adjust to changes in European and United Kingdom markets as the United Kingdom leaves the European Union, and the impact of the United Kingdom’s departure on our offerings in the European Union and United Kingdom, particularly in the event of the United Kingdom's departure without an agreement on terms with the European Union;
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the Company’s ability to successfully recover should it experience a disaster or other business continuity problem from a hurricane, flood, earthquake, terrorist attack, pandemic, security breach, cyber-attack, power loss, telecommunications failure or other natural or man-made event;
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changes in applicable tax or accounting requirements, including the impact of the Tax Cuts and Jobs Act in the U.S.;
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the level of the Company’s future cash flows and capital investments;
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the impact on the Company’s revenue and net income caused by fluctuations in foreign currency exchange rates; and
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the Company’s exposure to potential criminal sanctions or civil penalties if it fails to comply with foreign and U.S. laws and regulations that are applicable in the domestic and international jurisdictions in which it operates, including sanctions laws relating to countries such as Iran, Russia, Sudan and Syria, anti-corruption laws such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act of 2010, and local laws prohibiting corrupt payments to government officials, as well as import and export restrictions.
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ratings related to new issuance of corporate and government debt instruments, and structured finance debt instruments;
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bank loan ratings; and
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corporate credit estimates, which are intended, based on an abbreviated analysis, to provide an indication of our opinion regarding creditworthiness of a company which does not currently have a Ratings credit rating.
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Desktop
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a product suite that provides data, analytics and third-party research for global finance professionals, which includes the Market Intelligence Desktop (which are inclusive of the S&P Capital IQ and SNL Desktop products);
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Data Management Solutions
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integrated bulk data feeds and application programming interfaces that can be customized, which includes Compustat, GICS, Point In Time Financials and CUSIP; and
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Risk Services
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commercial arm that sells Ratings' credit ratings and related data, analytics and research, which includes subscription-based offerings, RatingsDirect® and RatingsXpress®; and Credit Analytics.
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Subscription revenue
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primarily from subscriptions to our real-time news, market data and price assessments, along with other information products;
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Sales usage-based royalties
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primarily from licensing of our proprietary market price data and price assessments to commodity exchanges; and
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Non-subscription revenue
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conference sponsorship, consulting engagements, and events.
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Investment vehicles
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asset-linked fees such as exchange traded funds (“ETFs”) and mutual funds, that are based on S&P Dow Jones Indices' benchmarks that generate revenue through fees based on assets and underlying funds;
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Exchange traded derivatives
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generate sales usage-based royalties based on trading volumes of derivatives contracts listed on various exchanges;
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Index-related licensing fees
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fixed or variable annual and per-issue asset-linked fees for over-the-counter derivatives and retail-structured products; and
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Data and customized index subscription fees
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fees from supporting index fund management, portfolio analytics and research.
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In the normal course of business, both in the United States and abroad, we and our subsidiaries are defendants in numerous legal proceedings and are often the subject of government and regulatory proceedings, investigations and inquiries, as discussed under Item 7,
Management’s Discussion and Analysis of Financial Condition and Results of Operations
, in this Annual Report on Form 10-K and in Note 13 -
Commitments and Contingencies
to the consolidated financial statements under Item 8,
Consolidated Financial Statements and Supplementary Data
, in this Annual Report on Form 10-K, and we face the risk that additional proceedings, investigations and inquiries will arise in the future.
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Many of these proceedings, investigations and inquiries relate to the ratings activity of S&P Global Ratings brought by issuers and alleged purchasers of rated securities. In addition, various government and self-regulatory agencies frequently make inquiries and conduct investigations into our compliance with applicable laws and regulations, including those related to ratings activities and antitrust matters.
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Any of these proceedings, investigations or inquiries could ultimately result in adverse judgments, damages, fines, penalties or activity restrictions, which could have a material adverse effect on our business, financial condition or results of operations.
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In view of the uncertainty inherent in litigation and government and regulatory enforcement matters, we cannot predict the eventual outcome of the matters we are currently facing or the timing of their resolution, or in most cases reasonably
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As litigation or the process to resolve pending matters progresses, as the case may be, we continuously review the latest information available and assess our ability to predict the outcome of such matters and the effects, if any, on our consolidated financial condition, cash flows, business and competitive position, which may require that we record liabilities in the consolidated financial statements in future periods.
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Legal proceedings impose additional expenses on the Company and require the attention of senior management to an extent that may significantly reduce their ability to devote time addressing other business issues.
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Risks relating to legal proceedings may be heightened in foreign jurisdictions that lack the legal protections or liability standards comparable to those that exist in the United States. In addition, new laws and regulations have been and may continue to be enacted that establish lower liability standards, shift the burden of proof or relax pleading requirements, thereby increasing the risk of successful litigations against the Company in the United States and in foreign jurisdictions. These litigation risks are often difficult to assess or quantify and could have a material adverse effect on our business, financial condition or results of operations.
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We may not have adequate insurance or reserves to cover these risks, and the existence and magnitude of these risks often remains unknown for substantial periods of time and could have a material adverse effect on our business, financial condition or results of operations.
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We have made and expect to continue to make acquisitions or enter into other strategic transactions to strengthen our business and grow our Company. Such transactions present significant challenges and risks.
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The market for acquisition targets and other strategic transactions is highly competitive, especially in light of industry consolidation, which may affect our ability to complete such transactions.
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If we are unsuccessful in completing such transactions or if such opportunities for expansion do not arise, our business, financial condition or results of operations could be materially adversely affected.
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If such transactions are completed, the anticipated growth and other strategic objectives of such transactions may not be fully realized, and a variety of factors may adversely affect any anticipated benefits from such transactions. For instance, the process of integration may require more resources than anticipated, we may assume unintended liabilities, there may be unexpected regulatory and operating difficulties and expenditures, we may fail to retain key personnel of the acquired business and such transactions may divert management’s focus from other business operations.
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The anticipated benefits from an acquisition or other strategic transaction may not be realized fully, or may take longer to realize than expected. As a result, the failure of acquisitions and other strategic transactions to perform as expected could have a material adverse effect on our business, financial condition or results of operations.
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Our operations rely on the secure processing, storage and transmission of confidential, sensitive and other types of data and information in our computer systems and networks and those of our third-party vendors.
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All of our businesses have access to material non-public information concerning the Company’s customers, including sovereigns, corporate issuers and other third parties around the world, the unauthorized disclosure of which could affect the trading markets for such customers’ securities and could damage such customers’ competitive positions. The cyber risks the Company faces range from cyber attacks common to most industries, to more sophisticated and targeted attacks intended to obtain unauthorized access to certain information or systems due in part to our prominence in the global marketplace, such as our ratings on debt issued by sovereigns and corporate issuers, or the composition of our indices. Unauthorized disclosure of this information could cause our customers to lose faith in our ability to protect their confidential information and therefore cause customers to cease doing business with us.
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We experience cyber attacks of varying degrees on a regular basis. Although there has not been a cyber attack that has had a material adverse effect on the Company to date, there can be no assurance that there will not be a material adverse effect in the future.
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Breaches of our or our vendors’ systems and networks, whether from circumvention of security systems, denial-of-service attacks or other cyber attacks, hacking, computer viruses or malware, employee error, malfeasance, physical breaches or other actions, may cause material interruptions or malfunctions in our or such vendors’ websites, applications or data processing, or may compromise the confidentiality and integrity of material information regarding us, our business or our customers.
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Misappropriation, improper modification, destruction, corruption or unavailability of our data and information due to cyber incidents, attacks or other security breaches could damage our brand and reputation, result in litigation and regulatory
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Although we devote significant resources to maintain and regularly update our systems and processes that are designed to protect the security of our computer systems, software, networks and other technology assets and the confidentiality, integrity and availability of information belonging to the enterprise and our customers, clients and employees, there is no assurance that all of our security measures will provide absolute security.
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Measures that we take to avoid or mitigate material incidents can be expensive, and may be insufficient, circumvented, or become obsolete. Any material incidents could cause us to experience reputational harm, loss of customers, regulatory actions, sanctions or other statutory penalties, litigation or financial losses that are either not insured against or not fully covered through any insurance maintained by us, and increased expenses related to addressing or mitigating the risks associated with any such material incidents.
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Cyber threats are rapidly evolving and are becoming increasingly sophisticated. Despite our efforts to ensure the integrity of our systems, as cyber threats evolve and become more difficult to detect and successfully defend against, one or more cyber threats might defeat the measures that we or our vendors take to anticipate, detect, avoid or mitigate such threats. Certain techniques used to obtain unauthorized access, introduce malicious software, disable or degrade service, or sabotage systems may be designed to remain dormant until a triggering event and we may be unable to anticipate these techniques or implement adequate preventative measures since techniques change frequently or are not recognized until launched, and because cyber attacks can originate from a wide variety of sources.
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If an actual or perceived breach of our security occurs, the market perception of the effectiveness of our security measures could be harmed and could result in damage to our reputation and a loss of confidence in the security of our products and services.
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The theft, loss, or misuse of personal data collected, used, stored, or transferred by us to run our business could result in significantly increased security costs or costs related to defending legal claims. Global privacy legislation, enforcement, and policy activity in this area are rapidly expanding and creating a complex regulatory compliance environment. Costs to comply with and implement these privacy-related and data protection measures could be significant. In addition, if despite our best efforts an inadvertent failure to comply with federal, state, or international privacy-related or data protection laws and regulations should occur, this could result in proceedings against us by governmental entities or others.
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Given the extent to which our businesses are privy to material non-public information concerning the Company’s customers, our data could be improperly used, including for insider trading by our employees and third party vendors with access to key systems. It is not always possible to deter misconduct by employees or third party vendors. The precautions we take to detect and prevent such activity, including implementing and training on insider trading policies for our employees and contractual obligations for our third party vendors, may not be effective in all cases. Any breach of our clients’ confidences as a result of employee or third party vendor misconduct could harm our reputation.
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Any of the foregoing could have a material adverse effect on our business, financial condition or results of operations.
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Our business is impacted by general economic conditions and volatility in the United States and world financial markets.
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Therefore, since a significant component of our credit-rating based revenue is transaction-based, and is essentially dependent on the number and dollar volume of debt securities issued in the capital markets, unfavorable financial or economic conditions that either reduce investor demand for debt securities or reduce issuers’ willingness or ability to issue such securities could reduce the number and dollar volume of debt issuances for which Ratings provides credit ratings.
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Our Indices business is impacted by market volatility, asset levels of investment products tracking indices, and trading volumes of certain exchange traded derivatives. A decrease in our revenues attributable to these products could have a material adverse effect on our business, financial condition or results of operations. Volatile capital markets, as well as changing investment styles, among other factors, may influence an investor’s decision to invest in and maintain an investment in an index-linked investment product.
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Increases in interest rates or credit spreads, volatility in financial markets or the interest rate environment, significant political or economic events, defaults of significant issuers and other market and economic factors may negatively impact the general level of debt issuance, the debt issuance plans of certain categories of borrowers, the level of derivatives trading and/or the types of credit-sensitive products being offered, any of which could have a material adverse effect on our business, financial condition or results of operations.
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Our Platts business is impacted by volatility in the commodities markets. Weak economic conditions, especially in our key markets, including the energy industry, could reduce demand for our products, impacting our revenues and margins.
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Any weakness in the macroeconomic environment could constrain customer budgets across the markets we serve, potentially leading to a reduction in their employee headcount and a decrease in demand for our subscription-based products.
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The financial services industry is highly regulated, rapidly evolving and subject to the potential for increasing regulation in the United States, Europe and elsewhere. The businesses conducted by Ratings are in certain cases regulated under the Credit Rating Agency Reform Act of 2006 (the “Reform Act”), the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the U.S. Securities Exchange Act of 1934 (the “Exchange Act”), and/or the laws of the states or other jurisdictions in which they conduct business.
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In the past several years, the U.S. Congress, the International Organization of Securities Commissions ("IOSCO"), the SEC and the European Commission, including through the European Securities Market Authority ("ESMA"), as well as regulators in other countries in which Ratings operates, have been reviewing the role of rating agencies and their processes and the need for greater oversight or regulations concerning the issuance of credit ratings or the activities of credit rating agencies. Other laws, regulations and rules relating to credit rating agencies are being considered by local, national and multinational bodies and are likely to continue to be considered in the future, including provisions seeking to reduce regulatory and investor reliance on credit ratings, and liability standards applicable to credit rating agencies.
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These laws and regulations, and any future rulemaking, could result in reduced demand for credit ratings and increased costs, which we may be unable to pass through to customers. In addition, there may be uncertainty over the scope, interpretation and administration of such laws and regulations. We may be required to incur significant expenses in order to comply with such laws and regulations and to mitigate the risk of fines, penalties or other sanctions. Legal proceedings could become increasingly lengthy and there may be uncertainty over and exposure to liability. It is difficult to accurately assess the future impact of legislative and regulatory requirements on our business and our customers’ businesses, and they may affect Ratings’ communications with issuers as part of the rating assignment process, alter the manner in which Ratings’ ratings are developed, affect the manner in which Ratings or its customers or users of credit ratings operate, impact the demand for ratings and alter the economics of the credit ratings business. Each of these developments increases the costs and legal risk associated with the issuance of credit ratings and may have a material adverse effect on our operations, profitability and competitiveness, the demand for credit ratings and the manner in which such ratings are utilized.
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Additional information regarding rating agencies is provided under Item 7,
Management’s Discussion and Analysis of Financial Condition and Results of Operations
, in this Annual Report on Form 10-K.
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In addition to the extensive and evolving U.S. laws and regulations, foreign jurisdictions have taken measures to increase regulation of the financial services and commodities industries.
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In October of 2012, IOSCO issued its Principles for Oil Price Reporting Agencies ("PRA Principles"), which IOSCO states are intended to enhance the reliability of oil price assessments that are referenced in derivative contracts subject to regulation by IOSCO members. Platts has taken steps to align its operations with the PRA Principles and, as recommended by IOSCO in its final report on the PRA Principles, has aligned to the PRA Principles for other commodities for which it publishes benchmarks.
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In July of 2013, IOSCO issued its Principles for Financial Benchmarks ("Financial Benchmark Principles"), which are intended to promote the reliability of the benchmark determination process by setting standards related to benchmark governance, benchmark quality, transparency and accountability mechanisms, including with regard to the indices and benchmarks published by Indices. Indices has taken steps to align its governance regime, control framework and operations with the Financial Benchmark Principles and engages an independent auditor to perform an annual reasonable assurance review of its adherence to the Financial Benchmark Principles.
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The benchmark industry is subject to the new regulation in the European Union (the “EU Benchmark Regulation”) as well as potential increased regulation of financial benchmarks in other jurisdictions. The EU Benchmark Regulation was published on June 30, 2016, with provisions applicable to Indices and Platts, effective from January 1, 2018. ESMA has published additional guidance clarifying that existing benchmark administrators such as Indices and Platts may utilize the transitional provisions contained in the EU Benchmark Regulation, which provides them two (2) years to implement and seek authorization by an EU National Competent Authority by January 1, 2020, with their respective benchmark activities in Europe. This legislation will likely cause additional operating obligations, greater compliance risk and costs for Indices but they are not expected to be material at this time, although the exact impact remains unclear.
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Indices is subject to the new benchmark regulation in Australia under which it is required to obtain a license from and be subject to the supervision of the Australian Securities and Investment Commission regarding its administration of the S&P ASX 200 index. This legislation will likely cause additional operating obligations, greater compliance risk and costs for Indices but they are not expected to be material at this time, although the exact impact remains unclear.
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The EU's package of legislative measures called the Markets in Financial Instruments Directive and Regulation (collectively "MiFID II") entered into force on July 2, 2014, revising and updating the prior Markets in Financial Instruments Directive (2004) and its associated secondary legislation. The substantive provisions of MiFID II apply in all EU Member States since January 3, 2018. MiFID II includes provisions that, among other things: (i) mandate conditions and requirements on the licensing of benchmarks for the purposes of clearing related securities and provide for non-discriminatory access to exchanges and clearing houses for this purpose; (ii) modify the categorization and treatment of certain classes of derivatives; (iii) expand the categories of trading venues that are subject to regulation; (iv) require the unbundling of investment research from other services, including execution services, and direct that investment firms must pay for research either out of a dedicated research payment account which is paid for by clients or from the investment firm’s profits; and (v) provide for the mandatory trading of certain derivatives on exchanges (complementing the mandatory derivative clearing requirements in the EU Market Infrastructure Regulation of 2011, or EMIR). The MiFID II package may result in changes to the manner in which S&P Dow Jones Indices and Platts license their indices and price assessments, respectively, and could also have an indirect impact on the credit ratings and third-party research products offered by other divisions of the Company for use within the EU. MiFID II and the Market Abuse Regulation (“MAR”) may impose additional regulatory burdens on the activities of S&P Dow Jones Indices and Platts in the EU, although the exact impact and costs are not yet known.
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Market Intelligence operates regulated investment advisory businesses in the United States and the European Union. This business and other Market Intelligence businesses may increasingly become subject to new or more stringent regulations that will increase the cost of doing business, which could have a material adverse effect on our business, financial condition or results of operations.
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The Tax Cuts and Jobs Act enacted in 2017 in the United States significantly changes the tax rules applicable to U.S. domiciled corporations. Changes such as lower corporate tax rates, full expensing for qualified property, taxation of offshore earnings, limitations on interest expense deductions, and changes to the municipal bond tax exemption may impact demand for our products and services. While lower than usual issuance in 2018 impacted our business in 2018, at this time, we cannot assess what the overall effect of such legislation could be on our results of operations or cash flows over the longer term.
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Other legislation, regulatory reform or policy changes under the current U.S. administration, such as financial services regulatory reform, U.S. oil deregulation, government-sponsored enterprise reform and increased infrastructure spending and significant changes in trade policy (including sanctions), could impact our business. Any of the forgoing changes could impact our results of operations and cash flows directly; such changes may also impact our business by creating increased volatility and uncertainty in the financial and commodities markets. At this time, we cannot predict the scope or nature of these changes or assess what the overall effect of such potential changes could be on our results of operations or cash flows.
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Voters in the United Kingdom ("UK") approved an exit from the European Union ("EU") via a referendum on June 23, 2016. On March 29, 2017, the UK invoked Article 50 of the Treaty on the EU, commencing the process to leave the EU (“Brexit”). Negotiations on the terms of the UK’s future relationship with the EU are ongoing, with the UK due to exit the EU on March 29, 2019. In December 2018, the European Court of Justice ruled that, subject to certain conditions, a member state could revoke notification of its intention to withdraw from the EU. Any withdrawal agreement must be approved by the UK Parliament as well as by the European Council and European Parliament before becoming effective.
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Any impact from Brexit on the Company will depend, in part, on the outcome of tariff, trade and other negotiations. In addition, Brexit could lead to legal uncertainty and potentially divergent national laws and regulations between the UK and the EU as the UK determines which EU laws to replace or replicate and the EU determines how to treat regulated activities (e.g., the activities of credit rating agencies) originating in the UK. Our businesses are subject to increasing regulation of the financial services and commodities industries in Europe. Potential changes in EU regulation and/or additional regulation in the UK could cause additional operating obligations and increased costs for our businesses.
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Changes to UK immigration policy as a result of Brexit could adversely affect our ability to retain talent for our European operations.
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Any of these effects of Brexit, and others we cannot anticipate, could adversely affect our business, business opportunities, results of operations, financial condition and cash flows. Such effects may be heightened in the event of a hard Brexit. The lack of certainty given the various possible outcomes creates the risk that notwithstanding that we have devoted valuable resources to a thorough preparation for the impact of Brexit on our European operations, we may not be adequately prepared for an unforeseen outcome.
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Certain types of information we collect, compile, use, and publish, including offerings in all our businesses, and particularly our Market Intelligence business, are subject to regulation by governmental authorities in jurisdictions in which we operate. In addition, there is increasing concern among certain privacy advocates and government regulators regarding marketing and privacy matters, particularly as they relate to individual privacy interests.
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There has been increased public attention regarding the use of personal information and data transfer, accompanied by legislation and regulations intended to strengthen data protection, information security and consumer and personal privacy. The law in these areas continues to develop and the changing nature of privacy laws in the U.S., the European Union and elsewhere could impact our processing of personal and sensitive information of our employees, vendors and customers.
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The European Union's comprehensive General Data Privacy Regulation (the “GDPR”) became fully effective in May 2018. GDPR requires companies to satisfy new requirements regarding the handling of personal and sensitive data, including its use, protection and the ability of persons whose data is stored to correct or delete such data about themselves.
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Failure to comply with GDPR requirements could result in penalties of up to 4% of worldwide revenue. GDPR and other similar laws and regulations, as well as any associated inquiries or investigations or any other government actions, may be costly to comply with, result in negative publicity, increase our operating costs, require significant management time and attention, and subject us to remedies that may harm our business, including fines or demands or orders that we modify or cease existing business practices.
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•
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California recently enacted legislation, the California Consumer Privacy Act (“CCPA”), that will, among other things, require covered companies to provide new disclosures to California consumers, and afford such consumers new abilities to opt-out of certain sales of personal information, when it goes into effect on January 1, 2020. Legislators have stated that they intend to propose amendments to the CCPA before it goes into effect, and it remains unclear what, if any, modifications will be made to this legislation or how it will be interpreted. The effects of the CCPA potentially are significant, however, and may require us to modify our data processing practices and policies and to incur substantial costs and expenses in an effort to comply. We may also from time to time be subject to, or face assertions that we are subject to, additional obligations relating to personal data by contract or due to assertions that self-regulatory obligations or industry standards apply to our practices.
|
•
|
In addition, other jurisdictions, including China, are considering imposing or have already imposed additional restrictions. These laws and regulations are increasing in complexity and number, change frequently and increasingly conflict among the various countries in which we operate, which could result in greater compliance risk and cost for us.
|
•
|
Continued privacy concerns may result in new or amended laws and regulations. Future laws and regulations with respect to the collection, compilation, use, and publication of information and consumer privacy could result in limitations on our operations, increased compliance or litigation expense, adverse publicity, or loss of revenue, which could have a material adverse effect on our business, financial condition, and results of operations. It is also possible that we could be prohibited from collecting or disseminating certain types of data, which could affect our ability to meet our customers’ needs.
|
•
|
Some of our products support the investment processes and other activities of our clients, which, in the aggregate, manage trillions of dollars of assets. Use of our products as part of such activities, including the investment process creates the risk that clients, or the parties whose assets are managed by our clients, may pursue claims against us for very significant dollar amounts, which could have a material adverse effect on our business, financial condition or results of operations.
|
•
|
The products we develop or license may contain undetected errors or defects, despite testing and/or other quality assurance practices. Such errors may exist during any part of a product’s life cycle and may persist notwithstanding testing and/or other quality assurance practices. Deploying products containing such errors may damage our reputation and the costs associated with remediating such errors may have an impact on our profitability.
|
•
|
Further, certain of our products rely on proprietary methodologies, models and processes that are subject to various internal governance and control frameworks. Despite ongoing review and quality assurance processes, these methodologies, models and processes as well as their respective inputs may also contain undetected errors or defects that may damage our reputation and the costs associated with remediating such errors may have an impact on our profitability.
|
•
|
Any claim relating to our products, even if the outcome were to be ultimately favorable to us, would involve a significant commitment of our management, personnel, financial and other resources and could have a negative impact on our reputation. In addition, such claims and lawsuits could have a material adverse effect on our business, financial condition or results of operations.
|
•
|
The markets for credit ratings, financial research, investment advisory services, market data, index-based products, and commodities price assessments and related news and information about these markets are intensely competitive. Ratings, Market Intelligence, Platts and Indices compete domestically and internationally on the basis of a number of factors, including the quality of their offerings, client service, reputation, price, geographic scope, range of products and technological innovation.
|
•
|
While our businesses face competition from traditional content and analytics providers (including exchanges), we also face competition from non-traditional providers, such as asset managers, investment banks and technology-led companies that are adding content and analytics capabilities to their core businesses.
|
•
|
In addition, in some of the countries in which Ratings competes, governments may provide financial or other support to locally-based rating agencies and may from time to time establish official credit rating agencies, credit ratings criteria or procedures for evaluating local issuers.
|
•
|
Sustained downward pressure on oil and other commodities prices and trading activity in those markets could have a material adverse effect on the rate of growth of Platts’ revenue, including subscription and licensing fees.
|
•
|
We operate in highly competitive markets that continue to change to adapt to customer needs.
|
•
|
In order to maintain a competitive position, we must continue to invest in new offerings and enhancements, including new ways to deliver our products and services.
|
•
|
These new or enhanced offerings resulting form our investments may not achieve market acceptance, may not be profitable or may be less profitable than what we have experienced historically.
|
•
|
We could experience threats to our existing businesses from the rise of new competitors due to the rapidly changing environment in which we operate.
|
•
|
The rapid change of technology is a key feature of all of the markets in which we operate. To succeed in the future, we will need to deploy improved processes and technology to innovate, design, develop, assemble, test, market, and support new products and enhancements to our existing products in a timely and cost-effective manner.
|
•
|
Innovation and constant development in support of new products and enhancements to existing products calls for the implementation of new and improved processes and technologies that require related change management efforts.
|
•
|
Our major expenditures include employee compensation and capital investments.
|
•
|
We offer competitive salary and benefit packages in order to attract and retain the quality employees required to grow and expand our businesses. Compensation costs are influenced by general economic factors, including those affecting the cost of health insurance and postretirement benefits, and any trends specific to the employee skill sets we require.
|
•
|
We make significant investments in information technology data centers and other technology initiatives and we cannot provide assurances that such investments will result in increased revenues.
|
•
|
Although we believe we are prudent in our investment strategies and execution of our implementation plans, there is no assurance as to the ultimate recoverability of these investments.
|
•
|
In recent years, more public sources of free or relatively inexpensive information have become available, particularly through the Internet, and advances in public cloud computing and open source software may continue.
|
•
|
Public sources of free or relatively inexpensive information may reduce demand for our products and services. Demand could also be reduced as a result of cost-cutting initiatives at certain companies and organizations. Although we believe our products are enhanced by our analysis, tools and applications, our financial results may be adversely affected if our customers choose to use these public sources as a substitute for our products or services.
|
•
|
Our businesses have a customer base which is largely comprised of members from the corporate, financial services and commodities industries. The consolidation of customers resulting from mergers and acquisitions across these industries can result in reductions in the number of firms and workforce which can impact the size of our customer base.
|
•
|
Our customers that strive to reduce their operating costs may seek to reduce their spending on our products and services. If a large number of smaller customers or a critical number of larger customers reduce their spending with us, our business, financial condition or results of operations could be materially and adversely affected.
|
•
|
Alternatively, customers may use other strategies to reduce their overall spending on financial and commodity market products and services by consolidating their spending with fewer vendors, including by selecting other vendors with lower-cost offerings, or by self-sourcing their need for financial and commodity market products and services. If customers elect to consolidate their spending on financial and commodity market products and services with other vendors and not us, if we lose business to lower priced competitors, or if customers elect to self-source their product and service needs, our business, financial condition or results of operations could be materially and adversely affected.
|
•
|
A material portion of our revenues in our Indices business is concentrated in some of our largest customers, who have significant assets under management in index funds and exchange-traded funds. A loss of a substantial portion of revenue from our largest customers could have a material and adverse effect on our business, financial condition or results of operations.
|
•
|
Our ability to produce our products and develop new products is dependent upon the products of other suppliers, including certain data, software and service suppliers. Some of our products and their related value are dependent upon updates from our data suppliers and most of our information and data products are dependent upon continuing access to historical and current data.
|
•
|
We utilize certain data provided by third-party data sources in a variety of ways, including large volumes of data from certain stock exchanges around the world.
|
•
|
If the data from our suppliers has errors, is delayed, has design defects, is unavailable on acceptable terms or is not available at all, it could have a material adverse effect on our business, financial condition or results of operations.
|
•
|
Some of our agreements with data suppliers allow them to cancel on short notice. Termination of one or more of our significant data agreements or exclusion from, or restricted use of, or litigation in connection with, a data provider’s information could decrease the available information for us to use (and offer our clients) and could have a material adverse effect on our business, financial condition or results of operations.
|
•
|
We consider many of our products and services to be proprietary. Failure to protect our intellectual property adequately could harm the value of and revenue generated by such assets as well as our reputation and affect our ability to compete effectively. Businesses we acquire may also have intellectual property portfolios which increase the complexity of managing our intellectual property portfolio and protecting our competitive position.
|
•
|
Our products contain intellectual property delivered through a variety of digital and other media. Our ability to achieve anticipated results depends in part on our ability to defend our intellectual property rights against infringement and misappropriation. Our business, financial condition or results of operations could be materially and adversely affected by inadequate or changing legal and technological protections for intellectual property and proprietary rights in some jurisdictions and markets.
|
•
|
Our products also contain intellectual property of third party sources. Any violation by us of the intellectual property rights of such third parties could result in termination of the relevant source agreement, litigation and reputational damage which could materially and adversely affects our business, financial condition or results of operations.
|
•
|
The geographic breadth of our activities subjects us to significant legal, economic, operational, market, compliance and reputational risks. These include, among others, risks relating to:
|
▪
|
economic and political conditions around the world,
|
▪
|
inflation,
|
▪
|
fluctuation in interest rates and currency exchange rates,
|
▪
|
limitations that foreign governments may impose on the conversion of currency or the payment of dividends or other remittances to us from our non-U.S. subsidiaries,
|
▪
|
differing accounting principles and standards,
|
▪
|
unexpected increases in taxes or changes in U.S. or foreign tax laws,
|
▪
|
potential costs and difficulties in complying with a wide variety of foreign laws and regulations (including tax systems) administered by foreign government agencies, some of which may conflict with U.S. or other sources of law,
|
▪
|
changes in applicable laws and regulatory requirements,
|
▪
|
the possibility of nationalization, expropriation, price controls and other restrictive governmental actions,
|
▪
|
competition with local rating agencies that have greater familiarity, longer operating histories and/or support from local governments or other institutions,
|
▪
|
civil unrest, terrorism, unstable governments and legal systems, and other factors.
|
•
|
Additionally, we are subject to complex U.S., European and other local laws and regulations that are applicable to our operations abroad, including trade sanctions laws, anti-corruption and anti-bribery laws such as the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010, anti-money laundering laws, and other financial crimes laws. Although we have implemented internal controls, policies and procedures and employee training and compliance programs to deter prohibited practices, such measures may not be effective in preventing employees, contractors or agents from violating or circumventing such internal policies and violating applicable laws and regulations. Any determination that we have violated trade sanctions, anti-bribery or anti-corruption laws could have a material adverse effect on our business, financial condition or results of operations.
|
•
|
Compliance with international and U.S. laws and regulations that apply to our international operations increases the cost of doing business in foreign jurisdictions. Violations of such laws and regulations may result in fines and penalties, criminal sanctions, administrative remedies, or restrictions on business conduct and could have a material adverse effect on our reputation, our ability to attract and retain employees, our business, financial condition or results of operations.
|
•
|
Embargoes and sanctions laws are changing rapidly for certain geographies, including with respect to Russia, Iran, and Venezuela. These embargoes and sanctions laws may affect our ability to continue to market and/or sell our products and services into these geographies. In addition, while we have a compliance program in place designed to reduce the likelihood of potential violations of import and export laws and sanctions, violations of these laws or sanctions could have an adverse effect on our reputation, business, financial condition and results of operations.
|
•
|
Should we experience a local or regional disaster or other business continuity problem, such as an earthquake, hurricane, flood, terrorist attack, pandemic, security breach, cyber attack, power loss, telecommunications failure or other natural or man-made disaster, our ability to continue to operate will depend, in part, on the availability of our personnel, our office facilities and the proper functioning of our computer, telecommunication and other related systems and operations. In such an event, we could experience operational challenges with regard to particular areas of our operations, such as key executive officers or personnel, that could have a material adverse effect on our business.
|
•
|
We regularly assess and take steps to improve our existing business continuity plans and key management succession. However, a disaster on a significant scale or affecting certain of our key operating areas within or across regions, or our inability to successfully recover should we experience a disaster or other business continuity problem, could materially interrupt our business operations and result in material financial loss, loss of human capital, regulatory actions, reputational harm, damaged client relationships or legal liability.
|
•
|
We have outsourced certain functions to third-party service providers to leverage leading specialized capabilities and achieve cost efficiencies. Outsourcing these functions involves the risk that the third-party service providers may not perform to our standards or legal requirements, may not produce reliable results, may not perform in a timely manner, may not maintain the confidentiality of our proprietary information, or may fail to perform at all. Failure of these third parties to meet their contractual, regulatory, confidentiality, or other obligations to us could result in material financial loss, higher costs, regulatory actions and reputational harm.
|
•
|
Outsourcing these functions also involves the risk that the third-party service providers may not maintain adequate physical, technical and administrative safeguards to protect the security of our confidential information and data. Failure of these third parties to maintain these safeguards could result in unauthorized access to our systems or a system or network disruption that could lead to improper disclosure of confidential information or data, regulatory penalties and remedial costs.
|
•
|
We also rely on the business infrastructure and systems of third parties with whom we do business and to whom we outsource the maintenance and development of operational and technological functionality, including third-party cloud infrastructure. Our cloud infrastructure providers, or other service providers, could experience system breakdowns or failures, outages, downtime, cyber attacks, adverse changes to financial condition, bankruptcy or other adverse conditions, which could have a material adverse effect on our business and reputation. Thus, our plans to increase the amount of our infrastructure that we outsource to “the cloud” or to other third parties may increase our risk exposure.
|
•
|
Many of our products and services are delivered electronically, and our customers rely on our ability to process transactions rapidly and deliver substantial quantities of data on computer-based networks. Our customers also depend on the continued capacity, reliability and security of our electronic delivery systems, our websites and the Internet.
|
•
|
Our ability to deliver our products and services electronically may be impaired due to infrastructure or network failures, malicious or defective software, human error, natural disasters, service outages at third-party Internet providers or increased government regulation.
|
•
|
Delays in our ability to deliver our products and services electronically may harm our reputation and result in the loss of customers. In addition, a number of our customers entrust us with storing and securing their data and information on our servers.
|
•
|
Although we have disaster recovery plans that include backup facilities for our primary data centers, our systems are not always fully redundant, and our disaster planning may not always be sufficient or effective. As such, these disruptions may affect our ability to store, handle and secure such data and information.
|
•
|
Our ability to conduct business may be materially and adversely impacted by a disruption in the infrastructure that supports our businesses and the communities in which we are located, including New York City, the location of our headquarters, and major cities worldwide in which we have offices.
|
•
|
This may include a disruption involving physical or technological infrastructure used by us or third parties with or through whom we conduct business, whether due to human error, natural disasters, power loss, telecommunication failures, break-ins, sabotage, intentional acts of vandalism, acts of terrorism, political unrest, war or otherwise. Our efforts to secure and plan for potential disruptions of our major operating systems may not be successful.
|
•
|
We rely on our information technology environment and certain critical databases, systems and applications to support key product and service offerings. We believe we have appropriate policies, processes and internal controls to ensure the stability of our information technology, provide security from unauthorized access to our systems and maintain business continuity, but our business could be subject to significant disruption and our business, financial condition or results of operations could be materially and adversely affected by unanticipated system failures, data corruption or unauthorized access to our systems.
|
•
|
We also do not have fully redundant systems for most of our smaller office locations and low-risk systems, and our disaster recovery plan does not include restoration of non-essential services. If a disruption occurs in one of our locations or systems and our personnel in those locations or those who rely on such systems are unable to utilize other systems or communicate with or travel to other locations, such persons’ ability to service and interact with our clients and customers may suffer.
|
•
|
We cannot predict with certainty all of the adverse effects that could result from our failure, or the failure of a third party, to efficiently address and resolve these delays and interruptions. A disruption to our operations or infrastructure could have a material adverse effect on our business, financial condition or results of operations.
|
•
|
The development, maintenance and support of our products and services are dependent upon the knowledge, experience and ability of our highly skilled, educated and trained employees. Accordingly, our business is dependent on successfully attracting and retaining talented employees. If the Company is less successful in its recruiting efforts, or if it is unable to retain key employees, its ability to develop and deliver successful products and services or achieve strategic goals may be adversely affected.
|
•
|
Our ability to attract and retain customers is affected by external perceptions of our brand and reputation. Negative perceptions or publicity could damage our reputation with customers, prospects and the public generally, which could negatively impact, among other things, our ability to attract and retain customers, employees and suppliers, as well as suitable candidates for acquisition or other combinations.
|
•
|
We believe there remains significant opportunity to expand our business into major markets, including China, and we are in the process of such expansion efforts. Expansion into new markets requires significant levels of investment and attention from management. There can be no assurance that these markets will develop as anticipated or that we will have success in these markets, and if we do not, we may be unable to recover our investment spent to expand our business into these markets and may forgo opportunities in more lucrative markets, which could adversely impact our business, financial condition and results of operations.
|
Name
|
|
Age
|
|
Position
|
Douglas L. Peterson
|
|
60
|
|
President and Chief Executive Officer
|
Ewout L. Steenbergen
|
|
49
|
|
Executive Vice President, Chief Financial Officer
|
Ratings
|
||||
John L. Berisford
|
|
55
|
|
President, S&P Global Ratings
|
Market Intelligence
|
||||
Martina L. Cheung
|
|
43
|
|
President, S&P Global Market Intelligence
|
Platts
|
||||
Martin E. Fraenkel
|
|
58
|
|
President, S&P Global Platts
|
Indices
|
|
|
|
|
Alexander J. Matturri, Jr.
|
|
60
|
|
Chief Executive Officer, S&P Dow Jones Indices
|
S&P Global Functions
|
||||
Nicholas D. Cafferillo
|
|
47
|
|
Chief Data and Technology Officer
|
Courtney C. Geduldig
|
|
43
|
|
Executive Vice President, Public Affairs
|
S. Swamy Kocherlakota
|
|
52
|
|
Chief Information Officer
|
Steven J. Kemps
|
|
53
|
|
Executive Vice President, General Counsel
|
Nancy J. Luquette
|
|
53
|
|
Senior Vice President, Chief Risk & Audit Executive
|
Dimitra Manis
|
|
53
|
|
Executive Vice President, Chief People Officer
|
|
2018
|
|
2017
|
||||
$0.50 per quarter in 2018
|
$
|
2.00
|
|
|
|
||
$0.41 per quarter in 2017
|
|
|
$
|
1.64
|
|
In the U.S. and Canada:
|
888-201-5538
|
Outside the U.S. and Canada:
|
201-680-6578
|
TDD for the hearing impaired:
|
800-231-5469
|
TDD outside the U.S. and Canada:
|
781-575-4592
|
E-mail address:
|
web.queries@computershare.com
|
Shareholder online inquiries
|
https://www-us.computershare.com/investor/Contact
|
Period
|
|
(a) Total Number of Shares Purchased
|
|
(b) Average Price Paid per Share
|
|
(c) Total Number of Shares Purchased as
Part of Publicly Announced Programs
|
|
(d) Maximum Number of Shares that may yet be Purchased Under the Programs
|
|||||
Oct. 1 - Oct. 31, 2018
1, 2
|
|
2,730,625
|
|
|
$
|
187.96
|
|
|
2,728,342
|
|
|
10.6
|
million
|
Nov. 1 - Nov. 30, 2018
|
|
13,333
|
|
|
183.06
|
|
|
—
|
|
|
10.6
|
million
|
|
Dec. 1 - Dec. 31, 2018
|
|
6,818
|
|
|
182.79
|
|
|
—
|
|
|
10.6
|
million
|
|
Total — Qtr
2
|
|
2,750,776
|
|
|
$
|
187.59
|
|
|
2,728,342
|
|
|
10.6
|
million
|
(in millions, except per share data)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
||||||||||
Income statement data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
6,258
|
|
|
$
|
6,063
|
|
|
$
|
5,661
|
|
|
$
|
5,313
|
|
|
$
|
5,051
|
|
|
Operating profit
|
2,790
|
|
|
2,583
|
|
|
3,341
|
|
|
1,908
|
|
|
88
|
|
|
|||||
Income before taxes on income
|
2,681
|
|
1
|
2,461
|
|
2
|
3,188
|
|
3
|
1,815
|
|
4
|
54
|
|
5
|
|||||
Provision for taxes on income
|
560
|
|
|
823
|
|
6
|
960
|
|
|
547
|
|
|
245
|
|
|
|||||
Net income (loss) from continuing operations attributable to S&P Global Inc.
|
1,958
|
|
|
1,496
|
|
|
2,106
|
|
|
1,156
|
|
|
(293
|
)
|
|
|||||
Earnings (loss) per share from continuing operations attributable to the S&P Global Inc. common shareholders:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
7.80
|
|
|
5.84
|
|
|
8.02
|
|
|
4.26
|
|
|
(1.08
|
)
|
|
|||||
Diluted
|
7.73
|
|
|
5.78
|
|
|
7.94
|
|
|
4.21
|
|
|
(1.08
|
)
|
|
|||||
Dividends per share
|
2.00
|
|
|
1.64
|
|
|
1.44
|
|
|
1.32
|
|
|
1.20
|
|
|
|||||
Operating statistics:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Return on average equity
7
|
292.6
|
%
|
|
222.3
|
%
|
|
472.0
|
%
|
|
324.3
|
%
|
|
(1.4
|
)%
|
|
|||||
Income from continuing operations before taxes on income as a percent of revenue from continuing operations
|
42.8
|
%
|
|
40.6
|
%
|
|
56.3
|
%
|
|
34.2
|
%
|
|
1.1
|
%
|
|
|||||
Net income (loss) from continuing operations as a percent of revenue from continuing operations
|
33.9
|
%
|
|
27.0
|
%
|
|
39.4
|
%
|
|
23.9
|
%
|
|
(3.8
|
)%
|
|
|||||
Balance sheet data:
7
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
|
$
|
975
|
|
|
$
|
1,110
|
|
|
$
|
1,060
|
|
|
$
|
388
|
|
|
$
|
42
|
|
|
Total assets
|
9,458
|
|
|
9,425
|
|
|
8,669
|
|
|
8,183
|
|
|
6,773
|
|
|
|||||
Total debt
|
3,662
|
|
|
3,569
|
|
|
3,564
|
|
|
3,611
|
|
|
795
|
|
|
|||||
Redeemable noncontrolling interest
|
1,620
|
|
|
1,352
|
|
|
1,080
|
|
|
920
|
|
|
810
|
|
|
|||||
Equity
|
684
|
|
|
766
|
|
|
701
|
|
|
243
|
|
|
539
|
|
|
|||||
Number of employees
8
|
21,200
|
|
|
20,400
|
|
|
20,000
|
|
|
20,400
|
|
|
17,000
|
|
|
1
|
Includes the impact of the following items: legal settlement expenses of $74 million, Kensho retention related expense of $31 million, restructuring charges related to a business disposition and employee severance charges of $25 million, lease impairments of $11 million, a pension related charge of $5 million and amortization of intangibles from acquisitions of
$122 million
.
|
2
|
Includes the impact of the following items: legal settlement expenses of $55 million, employee severance charges of $44 million, a charge to exit leased facilities of $25 million, non-cash acquisition and disposition-related adjustments of $15 million, a pension related charge of $8 million, an asset write-off of $2 million and amortization of intangibles from acquisitions of $98 million.
|
3
|
Includes the impact of the following items: a $1.1 billion gain from our dispositions, a benefit related to net legal settlement insurance recoveries of $10 million, disposition-related costs of $48 million, a technology-related impairment charge of $24 million, employee severance charges of $6 million, a $3 million disposition-related reserve release, an acquisition-related cost of $1 million and amortization of intangibles from acquisitions of $96 million.
|
4
|
Includes the impact of the following items: costs related to identified operating efficiencies primarily related to employee severance charges of $56 million, net legal settlement expenses of $54 million, acquisition-related costs of $37 million, an $11 million gain on dispositions and amortization of intangibles from acquisitions of $67 million.
|
5
|
Includes the impact of the following items: $1.6 billion of legal and regulatory settlements, employee severance charges of $86 million, $4 million of professional fees largely related to corporate development activities and amortization of intangibles from acquisitions of $48 million.
|
6
|
Includes $149 million of tax expense due to U.S. tax reform, primarily associated with the deemed repatriation of foreign earnings, which was partially offset by a $21 million tax benefit related to prior year divestitures.
|
7
|
Includes the impact of the $1.1 billion gain on dispositions in 2016 and the gain on sale of McGraw Hill Construction in 2014.
|
8
|
Excludes discontinued operations.
|
•
|
Overview
|
•
|
Results of Operations
|
•
|
Liquidity and Capital Resources
|
•
|
Reconciliation of Non-GAAP Financial Information
|
•
|
Critical Accounting Estimates
|
•
|
Recent Accounting Standards
|
•
|
Ratings is an independent provider of credit ratings, research and analytics, offering investors and other market participants information, ratings and benchmarks.
|
•
|
Market Intelligence is a global provider of multi-asset-class data, research and analytical capabilities, which integrate cross-asset analytics and desktop services.
|
•
|
Platts is the leading independent provider of information and benchmark prices for the commodity and energy markets.We completed the sale of J.D. Power on September 7, 2016, with the results included in Platts results through that date.
|
•
|
Indices is a global index provider maintaining a wide variety of valuation and index benchmarks for investment advisors, wealth managers and institutional investors.
|
•
|
In April of 2018, we acquired Kensho Technologies Inc. ("Kensho") for approximately $550 million, net of cash acquired, in a mix of cash and stock. Kensho is a leading-edge provider of next-generation analytics, artificial intelligence, machine learning, and data visualization systems to Wall Street's premier global banks and investment institutions, as well as the National Security community. The results of Kensho, an operating segment of the Company, are included in Corporate revenue and Corporate Unallocated for financial reporting purposes.
|
•
|
In October of 2016, we completed the sale of Standard & Poor's Securities Evaluations, Inc. ("SPSE") and Credit Market Analysis ("CMA") for $425 million in cash to Intercontinental Exchange, an operator of global exchanges, clearing houses and data services. During year ended December 31, 2016, we recorded a pre-tax gain of $364 million ($297 million after-tax) in gain on dispositions in the consolidated statement of income related to the sale of SPSE and CMA.
|
•
|
In September of 2016, we completed the sale of J.D. Power for $1.1 billion to XIO Group, a global alternative investments firm headquartered in London. During the year ended December 31, 2016, we recorded a pre-tax gain of $728 million ($516 million after-tax) in gain on dispositions in the consolidated statement of income related to the sale of J.D. Power.
|
•
|
In September of 2016, we acquired PIRA Energy Group ("PIRA"), a global provider of energy research and forecasting products and services. The purchase enhances Platts energy analytical capabilities by expanding its oil offering and strengthening its position in the natural gas and power markets.
|
•
|
In June of 2016, we acquired RigData, a provider of daily information on rig activity for the natural gas and oil markets across North America. The purchase enhances Platts energy analytical capabilities by strengthening its position in natural gas and enhancing its oil offering.
|
(in millions)
|
Year ended December 31,
|
|
% Change
1
|
||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
’18 vs ’17
|
|
’17 vs ’16
|
||||||
Revenue
|
$
|
6,258
|
|
|
$
|
6,063
|
|
|
$
|
5,661
|
|
|
3%
|
|
7%
|
Operating profit
2
|
$
|
2,790
|
|
|
$
|
2,583
|
|
|
$
|
3,341
|
|
|
8%
|
|
(23)%
|
% Operating margin
|
45
|
%
|
|
43
|
%
|
|
59
|
%
|
|
|
|
|
|||
Diluted earnings per share from net income
|
$
|
7.73
|
|
|
$
|
5.78
|
|
|
$
|
7.94
|
|
|
34%
|
|
(27)%
|
1
|
% changes in the tables throughout the MD&A are calculated off of the actual number, not the rounded number presented.
|
2
|
2018 includes legal settlement expenses of $74 million, Kensho retention related expense of $31 million, restructuring charges related to a business disposition and employee severance charges of $25 million and lease impairments of $11 million. 2017 includes legal settlement expenses of $55 million, employee severance charges of $44 million, a charge to exit leased facilities of $25 million, non-cash acquisition and disposition-related adjustments of $15 million and an asset write-off of $2 million. 2016 includes a $1.1 billion gain from our dispositions, a benefit related to net legal settlement insurance recoveries of $10 million, disposition-related costs of $48 million, a technology-related impairment charge of $24 million, employee severance charges of $6 million, a $3 million disposition-related reserve release and acquisition-related costs of $1 million.
2018
,
2017
and
2016
also includes amortization of intangibles from acquisitions of
$122 million
,
$98 million
, and
$96 million
, respectively.
|
•
|
Delivering revenue growth and EBITA margin targets and delivering on commitments to return capital to shareholders and create capacity to invest;
|
•
|
Investing for mid- to long-term revenue growth that meets or exceeds market growth rates; and
|
•
|
Pursuing a disciplined acquisition, investment and partnership strategy.
|
•
|
Strengthening and growing the core businesses;
|
•
|
Delivering a modern, digital, integrated platform and user experience that enhances customer value, accompanied by thoughtful user migration plans;
|
•
|
Expanding our presence in China to capture market opportunities;
|
•
|
Building and promoting new products to solve customer pain points and deliver new commercial propositions in ESG, data marketplace, and small and medium-sized enterprises; and
|
•
|
Enhancing teamwork and adopting commercial tools and processes to improve the clarity and quality of insights we gather from customers, and improve revenue capture.
|
•
|
Transforming technology infrastructure to support growth, improve cost efficiency and mitigate cyber risk;
|
•
|
Adopting core management systems, tools and processes across the Company to improve priortization and agility, drive execution, and reduce complexity;
|
•
|
Developing an enterprise-wide data strategy and execution plan, leveraging machine learning and data science; and
|
•
|
Further enhancing our commitment to our robust risk, internal control and compliance culture.
|
•
|
Creating an inclusive performance-driven culture that drives employee engagement;
|
•
|
Promoting internal mobility and attracting and retaining the best people; and
|
•
|
Improving diversity in overall representation through talent acquisition and retention.
|
(in millions)
|
Year ended December 31,
|
|
% Change
|
||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
’18 vs ’17
|
|
’17 vs ’16
|
||||||
Revenue
|
$
|
6,258
|
|
|
$
|
6,063
|
|
|
$
|
5,661
|
|
|
3%
|
|
7%
|
Expenses:
|
|
|
|
|
|
|
|
|
|
||||||
Operating-related expenses
|
1,701
|
|
|
1,695
|
|
|
1,773
|
|
|
—%
|
|
(4)%
|
|||
Selling and general expenses
|
1,561
|
|
|
1,605
|
|
|
1,467
|
|
|
(3)%
|
|
9%
|
|||
Depreciation and amortization
|
206
|
|
|
180
|
|
|
181
|
|
|
14%
|
|
(1)%
|
|||
Total expenses
|
3,468
|
|
|
3,480
|
|
|
3,421
|
|
|
—%
|
|
2%
|
|||
Gain on dispositions
|
—
|
|
|
—
|
|
|
(1,101
|
)
|
|
N/M
|
|
N/M
|
|||
Operating profit
|
2,790
|
|
|
2,583
|
|
|
3,341
|
|
|
8%
|
|
(23)%
|
|||
Other income, net
|
(25
|
)
|
|
(27
|
)
|
|
(28
|
)
|
|
8%
|
|
5%
|
|||
Interest expense, net
|
134
|
|
|
149
|
|
|
181
|
|
|
(10)%
|
|
(18)%
|
|||
Provision for taxes on income
|
560
|
|
|
823
|
|
|
960
|
|
|
(32)%
|
|
(14)%
|
|||
Net income
|
2,121
|
|
|
1,638
|
|
|
2,228
|
|
|
30%
|
|
(27)%
|
|||
Less: net income attributable to noncontrolling interests
|
(163
|
)
|
|
(142
|
)
|
|
(122
|
)
|
|
15%
|
|
16%
|
|||
Net income attributable to S&P Global Inc.
|
$
|
1,958
|
|
|
$
|
1,496
|
|
|
$
|
2,106
|
|
|
31%
|
|
(29)%
|
(in millions)
|
Year ended December 31,
|
|
% Change
|
||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
’18 vs ’17
|
|
’17 vs ’16
|
||||||
Subscription revenue
|
$
|
2,682
|
|
|
$
|
2,454
|
|
|
$
|
2,364
|
|
|
9%
|
|
4%
|
Non-subscription / transaction revenue
|
1,428
|
|
|
1,599
|
|
|
1,460
|
|
|
(11)%
|
|
9%
|
|||
Non-transaction revenue
|
1,381
|
|
|
1,338
|
|
|
1,259
|
|
|
3%
|
|
6%
|
|||
Asset-linked fees
|
542
|
|
|
484
|
|
|
400
|
|
|
12%
|
|
21%
|
|||
Sales usage-based royalties
|
225
|
|
|
188
|
|
|
178
|
|
|
19%
|
|
6%
|
|||
% of total revenue:
|
|
|
|
|
|
|
|
|
|
||||||
Subscription revenue
|
43
|
%
|
|
41
|
%
|
|
42
|
%
|
|
|
|
|
|||
Non-subscription / transaction revenue
|
23
|
%
|
|
26
|
%
|
|
26
|
%
|
|
|
|
|
|||
Non-transaction revenue
|
22
|
%
|
|
22
|
%
|
|
22
|
%
|
|
|
|
|
|||
Asset-linked fees
|
9
|
%
|
|
8
|
%
|
|
7
|
%
|
|
|
|
|
|||
Sales usage-based royalties
|
3
|
%
|
|
3
|
%
|
|
3
|
%
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||
U.S. revenue
|
$
|
3,750
|
|
|
$
|
3,658
|
|
|
$
|
3,461
|
|
|
3%
|
|
6%
|
International revenue:
|
|
|
|
|
|
|
|
|
|
||||||
European region
|
1,543
|
|
|
1,473
|
|
|
1,330
|
|
|
5%
|
|
11%
|
|||
Asia
|
647
|
|
|
594
|
|
|
575
|
|
|
9%
|
|
3%
|
|||
Rest of the world
|
318
|
|
|
338
|
|
|
295
|
|
|
(6)%
|
|
14%
|
|||
Total international revenue
|
$
|
2,508
|
|
|
$
|
2,405
|
|
|
$
|
2,200
|
|
|
4%
|
|
9%
|
% of total revenue:
|
|
|
|
|
|
|
|
|
|
||||||
U.S. revenue
|
60
|
%
|
|
60
|
%
|
|
61
|
%
|
|
|
|
|
|||
International revenue
|
40
|
%
|
|
40
|
%
|
|
39
|
%
|
|
|
|
|
(in millions)
|
2018
|
|
2017
|
|
% Change
|
||||||||||||||
|
Operating-
related expenses
|
|
Selling and
general expenses
|
|
Operating-
related expenses
|
|
Selling and
general expenses
|
|
Operating-
related expenses
|
|
Selling and
general expenses
|
||||||||
Ratings
1
|
$
|
813
|
|
|
$
|
509
|
|
|
$
|
864
|
|
|
$
|
574
|
|
|
(6)%
|
|
(11)%
|
Market Intelligence
2
|
663
|
|
|
525
|
|
|
624
|
|
|
497
|
|
|
6%
|
|
6%
|
||||
Platts
3
|
226
|
|
|
181
|
|
|
222
|
|
|
203
|
|
|
2%
|
|
(11)%
|
||||
Indices
|
101
|
|
|
162
|
|
|
95
|
|
|
145
|
|
|
6%
|
|
11%
|
||||
Intersegment eliminations
4
|
(125
|
)
|
|
—
|
|
|
(110
|
)
|
|
—
|
|
|
(14)%
|
|
N/M
|
||||
Total segments
|
1,678
|
|
|
1,377
|
|
|
1,695
|
|
|
1,419
|
|
|
(1)%
|
|
(3)%
|
||||
Corporate Unallocated expense
5
|
23
|
|
|
184
|
|
|
—
|
|
|
186
|
|
|
N/M
|
|
(1)%
|
||||
|
$
|
1,701
|
|
|
$
|
1,561
|
|
|
$
|
1,695
|
|
|
$
|
1,605
|
|
|
—%
|
|
(3)%
|
1
|
In 2018, selling and general expenses include legal settlement expenses of $74 million and employee severance charges of $8 million. In 2017, selling and general expenses include legal settlement expenses of $55 million and employee severance charges of $25 million.
|
2
|
In 2018, selling and general expenses include restructuring charges related to a business disposition and employee severance charges of $7 million. In 2017, selling and general expenses include employee severance charges of $7 million and a non-cash disposition-related adjustment of $4 million.
|
4
|
Intersegment eliminations primarily relate to a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.
|
5
|
In 2018, selling and general expenses include Kensho retention related expense of $31 million, lease impairments of $11 million and employee severance charges of $10 million. In 2017, selling and general expenses include a charge to exit leased facilities of $19 million and employee severance charges of $10 million.
|
(in millions)
|
2017
|
|
2016
|
|
% Change
|
||||||||||||||
|
Operating-
related expenses
|
|
Selling and
general expenses
|
|
Operating-
related expenses
|
|
Selling and
general expenses
|
|
Operating-
related expenses
|
|
Selling and
general expenses
|
||||||||
Ratings
1
|
$
|
864
|
|
|
$
|
574
|
|
|
$
|
797
|
|
|
$
|
447
|
|
|
8%
|
|
28%
|
Market Intelligence
2
|
624
|
|
|
497
|
|
|
667
|
|
|
532
|
|
|
(7)%
|
|
(7)%
|
||||
Platts
3
|
222
|
|
|
203
|
|
|
292
|
|
|
246
|
|
|
(24)%
|
|
(17)%
|
||||
Indices
|
95
|
|
|
145
|
|
|
115
|
|
|
103
|
|
|
(17)%
|
|
41%
|
||||
Intersegment eliminations
4
|
(110
|
)
|
|
—
|
|
|
(98
|
)
|
|
—
|
|
|
(12)%
|
|
N/M
|
||||
Total segments
|
1,695
|
|
|
1,419
|
|
|
1,773
|
|
|
1,328
|
|
|
(4)%
|
|
7%
|
||||
Corporate Unallocated expense
5
|
—
|
|
|
186
|
|
|
—
|
|
|
139
|
|
|
N/M
|
|
34%
|
||||
|
$
|
1,695
|
|
|
$
|
1,605
|
|
|
$
|
1,773
|
|
|
$
|
1,467
|
|
|
(4)%
|
|
9%
|
1
|
In 2017, selling and general expenses include legal settlement expenses of $55 million and employee severance charges of $25 million. In 2016, selling and general expenses include a benefit related to net legal settlement insurance recoveries of $10 million and employee severance charges of $6 million.
|
2
|
In 2017, selling and general expenses include employee severance charges of $7 million and a non-cash disposition-related adjustment of $4 million. 2016 includes disposition-related costs of $43 million, a technology-related impairment charge of $24 million and an acquisition-related cost of $1 million.
|
3
|
In 2017, selling and general expenses include a non-cash acquisition-related adjustment of $11 million, a charge to exit a leased facility of $6 million, an asset write-off of $2 million and employee severance charges of $2 million. In 2016, selling and general expenses include disposition-related costs of $5 million.
|
4
|
Intersegment eliminations primarily relate to a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.
|
5
|
In 2017, selling and general expenses include a charge to exit leased facilities of $19 million and employee severance charges of $10 million. In 2016, selling and general expenses include $3 million from a disposition-related reserve release.
|
•
|
In October of 2016, we completed the sale of SPSE and CMA for $425 million in cash to Intercontinental Exchange, an operator of global exchanges, clearing houses and data services. We recorded a pre-tax gain of $364 million in gain on dispositions in the consolidated statement of income related to the sale of SPSE and CMA. Additionally, in October of 2016, we completed the sale of Equity and Fund Research ("Equity Research") to CFRA, a leading independent provider of forensic accounting research, analytics and advisory services. During the year ended December 31, 2016, we recorded a pre-tax gain of $9 million in gain on dispositions in the consolidated statement of income related to the sale of Equity Research.
|
•
|
In September of 2016, we completed the sale of J.D. Power for $1.1 billion to XIO Group, a global alternative investments firm headquartered in London. We recorded a pre-tax gain of $728 million in gain on dispositions in the consolidated statement of income related to the sale of J.D. Power.
|
(in millions)
|
Year ended December 31,
|
% Change
|
|||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
’18 vs ’17
|
|
’17 vs ’16
|
||||||
Ratings
1
|
$
|
1,530
|
|
|
$
|
1,517
|
|
|
$
|
1,256
|
|
|
1%
|
|
21%
|
Market Intelligence
2
|
545
|
|
|
457
|
|
|
729
|
|
|
19%
|
|
(37)%
|
|||
Platts
3
|
383
|
|
|
326
|
|
|
1,090
|
|
|
18%
|
|
(70)%
|
|||
Indices
4
|
563
|
|
|
478
|
|
|
413
|
|
|
18%
|
|
16%
|
|||
Total segment operating profit
|
3,021
|
|
|
2,778
|
|
|
3,488
|
|
|
9%
|
|
(20)%
|
|||
Corporate Unallocated
5
|
(231
|
)
|
|
(195
|
)
|
|
(147
|
)
|
|
(19)%
|
|
(33)%
|
|||
Total operating profit
|
$
|
2,790
|
|
|
$
|
2,583
|
|
|
$
|
3,341
|
|
|
8%
|
|
(23)%
|
1
|
2018 includes legal settlement expenses of $74 million and employee severance charges of $8 million. 2017 includes legal settlement expenses of $55 million and employee severance charges of $25 million. 2016 includes a benefit related to net legal settlement insurance recoveries of $10 million and employee severance charges of $6 million.
2018
,
2017
and
2016
also includes amortization of intangibles from acquisitions of
$2 million
,
$4 million
and
$5 million
, respectively.
|
2
|
2018 includes restructuring charges related to a business disposition and employee severance charges of $7 million. 2017 includes employee severance charges of $7 million and a non-cash disposition-related adjustment of $4 million. 2016 includes a $373 million gain from our dispositions, disposition-related costs of $43 million, a technology-related impairment charge of $24 million and an acquisition-related cost of $1 million.
2018
,
2017
and
2016
includes amortization of intangibles from acquisitions of
$73 million
,
$71 million
and
$72 million
, respectively.
|
3
|
2017 includes a non-cash acquisition-related adjustment of $11 million, a charge to exit a leased facility of $6 million, an asset write-off of $2 million and employee severance charges of $2 million. 2016 includes a $728 million gain from our disposition of J.D. Power and disposition-related costs of $5 million.
2018
,
2017
and
2016
includes amortization of intangibles from acquisitions of
$18 million
,
$18 million
and
$14 million
, respectively.
|
4
|
2018
,
2017
and
2016
includes amortization of intangibles from acquisitions of
$6 million
.
|
5
|
2018 includes Kensho retention related expense of $31 million, lease impairments of $11 million and employee severance charges of $10 million. In 2017, selling and general expenses include a charge to exit leased facilities of $19 million and employee severance charges of $10 million. In 2016, selling and general expenses include $3 million from a disposition-related reserve release. 2018 also includes amortization of intangibles from acquisitions of
$23 million
.
|
•
|
ratings related to new issuance of corporate and government debt instruments, and structured finance debt instruments;
|
•
|
bank loan ratings; and
|
•
|
corporate credit estimates, which are intended, based on an abbreviated analysis, to provide an indication of our opinion regarding creditworthiness of a company which does not currently have a Ratings credit rating.
|
(in millions)
|
|
Year ended December 31,
|
|
% Change
|
||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
’18 vs ’17
|
|
’17 vs ’16
|
||||||||
Revenue
|
|
$
|
2,883
|
|
|
$
|
2,988
|
|
|
$
|
2,535
|
|
|
(4
|
)%
|
|
18
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Non-transaction revenue
|
|
$
|
1,506
|
|
|
$
|
1,448
|
|
|
$
|
1,357
|
|
|
4
|
%
|
|
7
|
%
|
Transaction revenue
|
|
$
|
1,377
|
|
|
$
|
1,540
|
|
|
$
|
1,178
|
|
|
(11
|
)%
|
|
31
|
%
|
% of total revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Non-transaction revenue
|
|
52
|
%
|
|
48
|
%
|
|
54
|
%
|
|
|
|
|
|||||
Transaction revenue
|
|
48
|
%
|
|
52
|
%
|
|
46
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. revenue
|
|
$
|
1,619
|
|
|
$
|
1,716
|
|
|
$
|
1,462
|
|
|
(6
|
)%
|
|
17
|
%
|
International revenue
|
|
$
|
1,264
|
|
|
$
|
1,272
|
|
|
$
|
1,073
|
|
|
(1
|
)%
|
|
19
|
%
|
% of total revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. revenue
|
|
56
|
%
|
|
57
|
%
|
|
58
|
%
|
|
|
|
|
|||||
International revenue
|
|
44
|
%
|
|
43
|
%
|
|
42
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating profit
1
|
|
$
|
1,530
|
|
|
$
|
1,517
|
|
|
$
|
1,256
|
|
|
1
|
%
|
|
21
|
%
|
% Operating margin
|
|
53
|
%
|
|
51
|
%
|
|
50
|
%
|
|
|
|
|
1
|
2018 includes legal settlement expenses of $74 million and employee severance charges of $8 million. 2017 includes legal settlement expenses of $55 million and employee severance charges of $25 million. 2016 includes a benefit related to net legal settlement insurance recoveries of $10 million and employee severance charges of $6 million.
2018
,
2017
and
2016
also includes amortization of intangibles from acquisitions of
$2 million
,
$4 million
and
$5 million
, respectively.
|
|
|
2018 Compared to 2017
|
||||
Corporate Bond Issuance *
|
|
U.S.
|
|
Europe
|
|
Global
|
High-yield issuance
|
|
(43)%
|
|
(34)%
|
|
(40)%
|
Investment grade
|
|
(23)%
|
|
4%
|
|
(5)%
|
Total new issue dollars — Corporate issuance
|
|
(26)%
|
|
(2)%
|
|
(10)%
|
*
|
Includes Industrials and Financial Services.
|
•
|
The 2018 decrease in global corporate issuance, primarily driven by a decline in high-yield issuance, was mainly due to increased market volatility, slowing global economic growth and higher interest rates in the U.S. compared to more favorable market conditions in 2017. Market conditions in 2017 were favorable due to tightening credit spreads and some issuers going to market in advance of expected interest rate increases. Additionally, increased liquidity provided to U.S. companies driven by tax reform is unfavorably impacting issuance growth.
|
|
|
2018 Compared to 2017
|
||||
Structured Finance
|
|
U.S.
|
|
Europe
|
|
Global
|
Asset-backed securities (“ABS”)
|
|
6%
|
|
16%
|
|
11%
|
Structured credit
|
|
(2)%
|
|
21%
|
|
2%
|
Commercial mortgage-backed securities (“CMBS”)
|
|
(18)%
|
|
54%
|
|
(12)%
|
Residential mortgage-backed securities (“RMBS”)
|
|
32%
|
|
22%
|
|
28%
|
Covered bonds
|
|
**
|
|
54%
|
|
61%
|
Total new issue dollars — Structured finance
|
|
1%
|
|
38%
|
|
18%
|
•
|
ABS issuance was up in the U.S. due to an increase in auto and non-traditional asset transactions and Europe reflecting an increase in auto transactions.
|
•
|
Issuance was up in the European structured credit markets mainly driven by new CLO transactions.
|
•
|
CMBS issuance was down in the U.S. reflecting decreased market volume. European CMBS issuance was up, although from a low 2017 base.
|
•
|
RMBS issuance was up in the U.S. and in Europe reflecting increased market volume.
|
•
|
Covered bond (debt securities backed by mortgages or other high-quality assets that remain on the issuer's balance sheet) issuance in Europe was up partially due to the impact of new regulations bringing consistency across countries within Europe.
|
•
|
impose various additional procedural requirements with respect to ratings of sovereign issuers;
|
•
|
require member states to adopt laws imposing liability on credit rating agencies for an intentional or grossly negligent failure to abide by the applicable regulations;
|
•
|
impose mandatory rotation requirements on credit rating agencies hired by issuers of securities for ratings of resecuritizations, which may limit the number of years a credit rating agency can issue ratings for such securities of a particular issuer;
|
•
|
impose restrictions on credit rating agencies or their shareholders if certain ownership thresholds are crossed; and
|
•
|
impose additional procedural and substantive requirements on the pricing of services.
|
•
|
Desktop
—
a product suite that provides data, analytics and third-party research for global finance professionals, which includes the Market Intelligence Desktop (which are inclusive of the S&P Capital IQ and SNL Desktop products);
|
•
|
Data Management Solutions
—
integrated bulk data feeds and application programming interfaces that can be customized, which includes Compustat, GICS, Point In Time Financials and CUSIP; and
|
•
|
Risk Services
—
commercial arm that sells Ratings' credit ratings and related data, analytics and research, which includes subscription-based offerings, RatingsDirect® and RatingsXpress®, and Credit Analytics.
|
(in millions)
|
|
Year ended December 31,
|
|
% Change
|
||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
’18 vs ’17
|
|
’17 vs ’16
|
||||||||
Revenue
|
|
$
|
1,833
|
|
|
$
|
1,683
|
|
|
$
|
1,661
|
|
|
9
|
%
|
|
1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Subscription revenue
|
|
$
|
1,773
|
|
|
$
|
1,614
|
|
|
$
|
1,543
|
|
|
10
|
%
|
|
5
|
%
|
Non-subscription revenue
|
|
$
|
40
|
|
|
$
|
46
|
|
|
$
|
99
|
|
|
(13
|
)%
|
|
(54
|
)%
|
Asset-linked fees
|
|
$
|
20
|
|
|
$
|
23
|
|
|
$
|
19
|
|
|
(14
|
)%
|
|
19
|
%
|
% of total revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Subscription revenue
|
|
97
|
%
|
|
96
|
%
|
|
93
|
%
|
|
|
|
|
|||||
Non-subscription revenue
|
|
2
|
%
|
|
3
|
%
|
|
6
|
%
|
|
|
|
|
|||||
Asset-linked fees
|
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. revenue
|
|
$
|
1,180
|
|
|
$
|
1,114
|
|
|
$
|
1,122
|
|
|
6
|
%
|
|
(1
|
)%
|
International revenue
|
|
$
|
653
|
|
|
$
|
569
|
|
|
$
|
539
|
|
|
14
|
%
|
|
6
|
%
|
% of total revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. revenue
|
|
64
|
%
|
|
66
|
%
|
|
68
|
%
|
|
|
|
|
|||||
International revenue
|
|
36
|
%
|
|
34
|
%
|
|
32
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating profit
1
|
|
$
|
545
|
|
|
$
|
457
|
|
|
$
|
729
|
|
|
19
|
%
|
|
(37
|
)%
|
% Operating margin
|
|
30
|
%
|
|
27
|
%
|
|
44
|
%
|
|
|
|
|
1
|
2018 includes restructuring charges related to a business disposition and employee severance charges of $7 million. 2017 includes employee severance charges of $7 million and a non-cash disposition-related adjustment of $4 million. 2016 includes a $373 million gain from our dispositions, disposition-related costs of $43 million, a technology-related impairment charge of $24 million and an acquisition-related cost of $1 million.
2018
,
2017
and
2016
includes amortization of intangibles from acquisitions of
$73 million
,
$71 million
and
$72 million
, respectively.
|
•
|
Subscription revenue
—
primarily from subscriptions to our real-time news, market data and price assessments, along with other information products;
|
•
|
Sales usage-based royalties
—
primarily from licensing of our proprietary market price data and price assessments to commodity exchanges, and
|
•
|
Non-subscription revenue
—
conference sponsorship, consulting engagements, and events.
|
(in millions)
|
|
Year ended December 31,
|
|
% Change
|
||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
’18 vs ’17
|
|
’17 vs ’16
|
||||||||
Revenue
|
|
$
|
815
|
|
|
$
|
774
|
|
|
$
|
925
|
|
|
5
|
%
|
|
(16
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Subscription revenue
|
|
$
|
750
|
|
|
$
|
704
|
|
|
$
|
689
|
|
|
6
|
%
|
|
2
|
%
|
Sales usage-based royalties
|
|
$
|
54
|
|
|
$
|
57
|
|
|
$
|
53
|
|
|
(5
|
)%
|
|
7
|
%
|
Non-subscription revenue
|
|
$
|
11
|
|
|
$
|
13
|
|
|
$
|
183
|
|
|
(12
|
)%
|
|
(93
|
)%
|
% of total revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Subscription revenue
|
|
92
|
%
|
|
91
|
%
|
|
74
|
%
|
|
|
|
|
|||||
Sales usage-based royalties
|
|
7
|
%
|
|
7
|
%
|
|
6
|
%
|
|
|
|
|
|||||
Non-subscription revenue
|
|
1
|
%
|
|
2
|
%
|
|
20
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. revenue
|
|
$
|
283
|
|
|
$
|
284
|
|
|
$
|
400
|
|
|
—
|
%
|
|
(29
|
)%
|
International revenue
|
|
$
|
532
|
|
|
$
|
490
|
|
|
$
|
525
|
|
|
9
|
%
|
|
(7
|
)%
|
% of total revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. revenue
|
|
35
|
%
|
|
37
|
%
|
|
43
|
%
|
|
|
|
|
|||||
International revenue
|
|
65
|
%
|
|
63
|
%
|
|
57
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating profit
1
|
|
$
|
383
|
|
|
$
|
326
|
|
|
$
|
1,090
|
|
|
18
|
%
|
|
(70
|
)%
|
% Operating margin
|
|
47
|
%
|
|
42
|
%
|
|
118
|
%
|
|
|
|
|
1
|
2017 includes a non-cash acquisition-related adjustment of $11 million, a charge to exit a leased facility of $6 million, an asset write-off of $2 million and employee severance charges of $2 million. 2016 includes a $728 million gain from our disposition of J.D. Power and disposition-related costs of $5 million.
2018
,
2017
and
2016
includes amortization of intangibles from acquisitions of
$18 million
,
$18 million
and
$14 million
, respectively.
|
•
|
Investment vehicles
—
asset-linked fees such as ETFs and mutual funds, that are based on the S&P Dow Jones Indices' benchmarks and generate revenue through fees based on assets and underlying funds;
|
•
|
Exchange traded derivatives
—
generate sales usage-based royalties based on trading volumes of derivatives contracts listed on various exchanges;
|
•
|
Index-related licensing fees
—
fixed or variable annual and per-issue asset-linked fees for over-the-counter derivatives and retail-structured products; and
|
•
|
Data and customized index subscription fees
—
fees from supporting index fund management, portfolio analytics and research.
|
(in millions)
|
|
Year ended December 31,
|
|
% Change
|
||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
’18 vs ’17
|
|
’17 vs ’16
|
||||||
Revenue
|
|
$
|
837
|
|
|
$
|
728
|
|
|
$
|
638
|
|
|
15%
|
|
14%
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Asset-linked fees
|
|
$
|
522
|
|
|
$
|
461
|
|
|
$
|
381
|
|
|
13%
|
|
21%
|
Sales usage-based royalties
|
|
$
|
171
|
|
|
$
|
131
|
|
|
$
|
125
|
|
|
30%
|
|
5%
|
Subscription revenue
|
|
$
|
144
|
|
|
$
|
136
|
|
|
$
|
132
|
|
|
6%
|
|
4%
|
% of total revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||
Asset-linked fees
|
|
62
|
%
|
|
63
|
%
|
|
60
|
%
|
|
|
|
|
|||
Sales usage-based royalties
|
|
21
|
%
|
|
18
|
%
|
|
20
|
%
|
|
|
|
|
|||
Subscription revenue
|
|
17
|
%
|
|
19
|
%
|
|
20
|
%
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. revenue
|
|
$
|
719
|
|
|
$
|
601
|
|
|
$
|
525
|
|
|
20%
|
|
15%
|
International revenue
|
|
$
|
118
|
|
|
$
|
127
|
|
|
$
|
113
|
|
|
(7)%
|
|
12%
|
% of total revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. revenue
|
|
86
|
%
|
|
83
|
%
|
|
82
|
%
|
|
|
|
|
|||
International revenue
|
|
14
|
%
|
|
17
|
%
|
|
18
|
%
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating profit
1
|
|
$
|
563
|
|
|
$
|
478
|
|
|
$
|
413
|
|
|
18%
|
|
16%
|
Less: net income attributable to noncontrolling interests
|
|
$
|
151
|
|
|
$
|
129
|
|
|
$
|
109
|
|
|
17%
|
|
18%
|
Net operating profit
|
|
$
|
412
|
|
|
$
|
349
|
|
|
$
|
304
|
|
|
18%
|
|
15%
|
% Operating margin
|
|
67
|
%
|
|
66
|
%
|
|
65
|
%
|
|
|
|
|
|||
% Net operating margin
|
|
49
|
%
|
|
48
|
%
|
|
48
|
%
|
|
|
|
|
1
|
2018
,
2017
and
2016
includes amortization of intangibles from acquisitions of
$6 million
.
|
(in millions)
|
|
Year ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net cash provided by (used for):
|
|
|
|
|
|
|
||||||
Operating activities
|
|
$
|
2,064
|
|
|
$
|
2,016
|
|
|
$
|
1,560
|
|
Investing activities
|
|
(513
|
)
|
|
(209
|
)
|
|
1,171
|
|
|||
Financing activities
|
|
(2,288
|
)
|
|
(1,507
|
)
|
|
(1,662
|
)
|
(in millions)
|
Less than 1
Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than 5
Years
|
|
Total
|
||||||||||
Debt:
1
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Principal payments
|
$
|
—
|
|
|
$
|
698
|
|
|
$
|
—
|
|
|
$
|
2,964
|
|
|
$
|
3,662
|
|
Interest payments
|
154
|
|
|
277
|
|
|
262
|
|
|
1,096
|
|
|
1,789
|
|
|||||
Operating leases
2
|
130
|
|
|
187
|
|
|
142
|
|
|
400
|
|
|
859
|
|
|||||
Purchase obligations and other
3
|
83
|
|
|
57
|
|
|
34
|
|
|
49
|
|
|
223
|
|
|||||
Total contractual cash obligations
|
$
|
367
|
|
|
$
|
1,219
|
|
|
$
|
438
|
|
|
$
|
4,509
|
|
|
$
|
6,533
|
|
1
|
Our debt obligations are described in Note 5 –
Debt
to our consolidated financial statements.
|
2
|
Amounts shown include taxes and escalation payments, see Note 13 –
Commitments and Contingencies
to our consolidated financial statements for further discussion on our operating lease obligations
.
|
3
|
Other consists primarily of commitments for unconditional purchase obligations in contracts for information-technology outsourcing and certain enterprise-wide information-technology software licensing and maintenance.
|
(in millions)
|
|
Year ended December 31,
|
|
% Change
|
||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
’18 vs ’17
|
|
’17 vs ’16
|
||||||
Cash provided by operating activities
|
|
$
|
2,064
|
|
|
$
|
2,016
|
|
|
$
|
1,560
|
|
|
2%
|
|
29%
|
Capital expenditures
|
|
(113
|
)
|
|
(123
|
)
|
|
(115
|
)
|
|
|
|
|
|||
Distributions to noncontrolling interest holders
|
|
(154
|
)
|
|
(111
|
)
|
|
(116
|
)
|
|
|
|
|
|||
Free cash flow
|
|
$
|
1,797
|
|
|
$
|
1,782
|
|
|
$
|
1,329
|
|
|
1%
|
|
34%
|
Tax on gain from sale of J.D. Power
|
|
—
|
|
|
—
|
|
|
200
|
|
|
|
|
|
|||
Tax on gain from sale of SPSE and CMA
|
|
—
|
|
|
67
|
|
|
—
|
|
|
|
|
|
|||
Payment of legal settlements
|
|
180
|
|
|
4
|
|
|
150
|
|
|
|
|
|
|||
Legal settlement insurance recoveries
|
|
—
|
|
|
—
|
|
|
(77
|
)
|
|
|
|
|
|||
Settlement of prior-year tax audits
|
|
73
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Tax benefit from legal settlements
|
|
(44
|
)
|
|
(2
|
)
|
|
(24
|
)
|
|
|
|
|
|||
Free cash flow excluding above items
|
|
$
|
2,006
|
|
|
$
|
1,851
|
|
|
$
|
1,578
|
|
|
8%
|
|
17%
|
(in millions)
|
2018
|
|
2017
|
|
2016
|
|
’18 vs ’17
|
|
’17 vs ’16
|
||||
Cash (used for) provided by investing activities
|
(513
|
)
|
|
(209
|
)
|
|
1,171
|
|
|
N/M
|
|
|
N/M
|
Cash used for financing activities
|
(2,288
|
)
|
|
(1,507
|
)
|
|
(1,662
|
)
|
|
52
|
%
|
|
(9)%
|
•
|
Discount rate assumptions are based on current yields on high-grade corporate long-term bonds.
|
•
|
Healthcare cost trend assumptions are based on historical market data, the near-term outlook and an assessment of likely long-term trends.
|
•
|
The expected return on assets assumption is calculated based on the plan’s asset allocation strategy and projected market returns over the long-term.
|
|
|
Retirement Plans
|
|
Postretirement Plans
|
||||||||||||||
January 1
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||
Discount rate
|
|
4.40
|
%
|
|
3.68
|
%
|
|
4.14
|
%
|
|
4.15
|
%
|
|
3.40
|
%
|
|
3.69
|
%
|
Return on assets
|
|
6.00
|
%
|
|
6.00
|
%
|
|
6.25
|
%
|
|
|
|
|
|
|
|||
Weighted-average healthcare cost rate
|
|
|
|
|
|
|
|
6.50
|
%
|
|
6.50
|
%
|
|
7.00
|
%
|
|
|
Year Ended
|
||
|
|
December 31, 2018
|
||
Risk-free average interest rate
|
|
2.6 - 2.7%
|
|
|
Dividend yield
|
|
1.1
|
%
|
|
Volatility
|
|
21.8 - 22.0%
|
|
|
Expected life (years)
|
|
5.67 - 6.07
|
|
|
Weighted-average grant-date fair value per option
|
|
$
|
112.98
|
|
|
Page
|
5
Debt
|
|
(in millions, except per share data)
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Revenue
|
$
|
6,258
|
|
|
$
|
6,063
|
|
|
$
|
5,661
|
|
Expenses:
|
|
|
|
|
|
||||||
Operating-related expenses
|
1,701
|
|
|
1,695
|
|
|
1,773
|
|
|||
Selling and general expenses
|
1,561
|
|
|
1,605
|
|
|
1,467
|
|
|||
Depreciation
|
84
|
|
|
82
|
|
|
85
|
|
|||
Amortization of intangibles
|
122
|
|
|
98
|
|
|
96
|
|
|||
Total expenses
|
3,468
|
|
|
3,480
|
|
|
3,421
|
|
|||
Gain on dispositions
|
—
|
|
|
—
|
|
|
(1,101
|
)
|
|||
Operating profit
|
2,790
|
|
|
2,583
|
|
|
3,341
|
|
|||
Other income, net
|
(25
|
)
|
|
(27
|
)
|
|
(28
|
)
|
|||
Interest expense, net
|
134
|
|
|
149
|
|
|
181
|
|
|||
Income before taxes on income
|
2,681
|
|
|
2,461
|
|
|
3,188
|
|
|||
Provision for taxes on income
|
560
|
|
|
823
|
|
|
960
|
|
|||
Net income
|
2,121
|
|
|
1,638
|
|
|
2,228
|
|
|||
Less: net income attributable to noncontrolling interests
|
(163
|
)
|
|
(142
|
)
|
|
(122
|
)
|
|||
Net income attributable to S&P Global Inc.
|
$
|
1,958
|
|
|
$
|
1,496
|
|
|
$
|
2,106
|
|
|
|
|
|
|
|
||||||
Earnings per share attributable to S&P Global Inc. common shareholders:
|
|
|
|
|
|
||||||
Net income:
|
|
|
|
|
|
||||||
Basic
|
$
|
7.80
|
|
|
$
|
5.84
|
|
|
$
|
8.02
|
|
Diluted
|
$
|
7.73
|
|
|
$
|
5.78
|
|
|
$
|
7.94
|
|
Weighted-average number of common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
250.9
|
|
|
256.3
|
|
|
262.8
|
|
|||
Diluted
|
253.2
|
|
|
258.9
|
|
|
265.2
|
|
|||
|
|
|
|
|
|
||||||
Actual shares outstanding at year end
|
248.4
|
|
|
253.7
|
|
|
258.3
|
|
|||
|
|
|
|
|
|
||||||
Dividend declared per common share
|
$
|
2.00
|
|
|
$
|
1.64
|
|
|
$
|
1.44
|
|
(in millions)
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
$
|
2,121
|
|
|
$
|
1,638
|
|
|
$
|
2,228
|
|
Other comprehensive income:
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
(96
|
)
|
|
93
|
|
|
(132
|
)
|
|||
Income tax effect
|
(4
|
)
|
|
—
|
|
|
(7
|
)
|
|||
|
(100
|
)
|
|
93
|
|
|
(139
|
)
|
|||
|
|
|
|
|
|
||||||
Pension and other postretirement benefit plans
|
(14
|
)
|
|
52
|
|
|
(27
|
)
|
|||
Income tax effect
|
9
|
|
|
(11
|
)
|
|
(10
|
)
|
|||
|
(5
|
)
|
|
41
|
|
|
(37
|
)
|
|||
|
|
|
|
|
|
||||||
Unrealized gain (loss) on investment and forward exchange contracts
|
2
|
|
|
(10
|
)
|
|
4
|
|
|||
Income tax effect
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
|
2
|
|
|
(10
|
)
|
|
3
|
|
|||
|
|
|
|
|
|
||||||
Comprehensive income
|
2,018
|
|
|
1,762
|
|
|
2,055
|
|
|||
Less: comprehensive income attributable to nonredeemable noncontrolling interests
|
(12
|
)
|
|
(13
|
)
|
|
(13
|
)
|
|||
Less: comprehensive income attributable to redeemable noncontrolling interests
|
(151
|
)
|
|
(129
|
)
|
|
(109
|
)
|
|||
Comprehensive income attributable to S&P Global Inc.
|
$
|
1,855
|
|
|
$
|
1,620
|
|
|
$
|
1,933
|
|
(in millions)
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,917
|
|
|
$
|
2,777
|
|
Restricted cash
|
41
|
|
|
2
|
|
||
Short-term investments
|
18
|
|
|
12
|
|
||
Accounts receivable, net of allowance for doubtful accounts: 2018- $34 ; 2017 - $33
|
1,449
|
|
|
1,319
|
|
||
Prepaid and other current assets
|
179
|
|
|
214
|
|
||
Total current assets
|
3,604
|
|
|
4,324
|
|
||
Property and equipment:
|
|
|
|
||||
Buildings and leasehold improvements
|
372
|
|
|
354
|
|
||
Equipment and furniture
|
494
|
|
|
475
|
|
||
Total property and equipment
|
866
|
|
|
829
|
|
||
Less: accumulated depreciation
|
(596
|
)
|
|
(554
|
)
|
||
Property and equipment, net
|
270
|
|
|
275
|
|
||
Goodwill
|
3,535
|
|
|
2,989
|
|
||
Other intangible assets, net
|
1,524
|
|
|
1,388
|
|
||
Other non-current assets
|
525
|
|
|
449
|
|
||
Total assets
|
$
|
9,458
|
|
|
$
|
9,425
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
211
|
|
|
$
|
195
|
|
Accrued compensation and contributions to retirement plans
|
354
|
|
|
472
|
|
||
Short-term debt
|
—
|
|
|
399
|
|
||
Income taxes currently payable
|
72
|
|
|
77
|
|
||
Unearned revenue
|
1,641
|
|
|
1,613
|
|
||
Accrued legal and regulatory settlements
|
1
|
|
|
107
|
|
||
Other current liabilities
|
350
|
|
|
351
|
|
||
Total current liabilities
|
2,629
|
|
|
3,214
|
|
||
Long-term debt
|
3,662
|
|
|
3,170
|
|
||
Pension and other postretirement benefits
|
229
|
|
|
244
|
|
||
Other non-current liabilities
|
634
|
|
|
679
|
|
||
Total liabilities
|
7,154
|
|
|
7,307
|
|
||
Redeemable noncontrolling interest
|
1,620
|
|
|
1,352
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
||||
Equity:
|
|
|
|
||||
Common stock, $1 par value: authorized - 600 million shares; issued: 2018 - 294 million shares; 2017 - 412 million shares
|
294
|
|
|
412
|
|
||
Additional paid-in capital
|
833
|
|
|
525
|
|
||
Retained income
|
11,284
|
|
|
10,023
|
|
||
Accumulated other comprehensive loss
|
(742
|
)
|
|
(649
|
)
|
||
Less: common stock in treasury - at cost: 2018 - 45 million shares; 2017 - 158 million shares
|
(11,041
|
)
|
|
(9,602
|
)
|
||
Total equity – controlling interests
|
628
|
|
|
709
|
|
||
Total equity – noncontrolling interests
|
56
|
|
|
57
|
|
||
Total equity
|
684
|
|
|
766
|
|
||
Total liabilities and equity
|
$
|
9,458
|
|
|
$
|
9,425
|
|
(in millions)
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
2,121
|
|
|
$
|
1,638
|
|
|
$
|
2,228
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
84
|
|
|
82
|
|
|
85
|
|
|||
Amortization of intangibles
|
122
|
|
|
98
|
|
|
96
|
|
|||
Provision for losses on accounts receivable
|
21
|
|
|
16
|
|
|
9
|
|
|||
Deferred income taxes
|
81
|
|
|
—
|
|
|
79
|
|
|||
Stock-based compensation
|
94
|
|
|
99
|
|
|
76
|
|
|||
Gain on dispositions
|
—
|
|
|
—
|
|
|
(1,101
|
)
|
|||
Accrued legal settlements
|
1
|
|
|
55
|
|
|
54
|
|
|||
Other
|
52
|
|
|
96
|
|
|
30
|
|
|||
Changes in operating assets and liabilities, net of effect of acquisitions and dispositions:
|
|
|
|
|
|
||||||
Accounts receivable
|
(164
|
)
|
|
(196
|
)
|
|
(177
|
)
|
|||
Prepaid and other current assets
|
(1
|
)
|
|
10
|
|
|
5
|
|
|||
Accounts payable and accrued expenses
|
(106
|
)
|
|
75
|
|
|
19
|
|
|||
Unearned revenue
|
70
|
|
|
85
|
|
|
107
|
|
|||
Accrued legal settlements
|
(108
|
)
|
|
(4
|
)
|
|
(150
|
)
|
|||
Other current liabilities
|
(67
|
)
|
|
(85
|
)
|
|
(19
|
)
|
|||
Net change in prepaid/accrued income taxes
|
(7
|
)
|
|
32
|
|
|
174
|
|
|||
Net change in other assets and liabilities
|
(129
|
)
|
|
15
|
|
|
45
|
|
|||
Cash provided by operating activities
|
2,064
|
|
|
2,016
|
|
|
1,560
|
|
|||
Investing Activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(113
|
)
|
|
(123
|
)
|
|
(115
|
)
|
|||
Acquisitions, net of cash acquired
|
(401
|
)
|
|
(83
|
)
|
|
(177
|
)
|
|||
Contingent consideration payment
|
—
|
|
|
—
|
|
|
(34
|
)
|
|||
Proceeds from dispositions
|
6
|
|
|
2
|
|
|
1,498
|
|
|||
Changes in short-term investments
|
(5
|
)
|
|
(5
|
)
|
|
(1
|
)
|
|||
Cash (used for) provided by investing activities
|
(513
|
)
|
|
(209
|
)
|
|
1,171
|
|
|||
Financing Activities:
|
|
|
|
|
|
||||||
Payments on short-term debt, net
|
—
|
|
|
—
|
|
|
(143
|
)
|
|||
Proceeds from issuance of senior notes, net
|
489
|
|
|
—
|
|
|
493
|
|
|||
Payments on senior notes
|
(403
|
)
|
|
—
|
|
|
(421
|
)
|
|||
Dividends paid to shareholders
|
(503
|
)
|
|
(421
|
)
|
|
(380
|
)
|
|||
Distributions to noncontrolling interest holders
|
(154
|
)
|
|
(111
|
)
|
|
(116
|
)
|
|||
Repurchase of treasury shares
|
(1,660
|
)
|
|
(1,001
|
)
|
|
(1,123
|
)
|
|||
Exercise of stock options
|
34
|
|
|
75
|
|
|
88
|
|
|||
Contingent consideration payment
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||
Purchase of additional CRISIL shares
|
(25
|
)
|
|
—
|
|
|
—
|
|
|||
Employee withholding tax on share-based payments
|
(66
|
)
|
|
(49
|
)
|
|
(55
|
)
|
|||
Cash used for financing activities
|
(2,288
|
)
|
|
(1,507
|
)
|
|
(1,662
|
)
|
|||
Effect of exchange rate changes on cash
|
(84
|
)
|
|
87
|
|
|
(158
|
)
|
|||
Net change in cash, cash equivalents, and restricted cash
|
(821
|
)
|
|
387
|
|
|
911
|
|
|||
Cash, cash equivalents, and restricted cash at beginning of year
|
2,779
|
|
|
2,392
|
|
|
1,481
|
|
|||
Cash, cash equivalents, and restricted cash at end of year
|
$
|
1,958
|
|
|
$
|
2,779
|
|
|
$
|
2,392
|
|
Cash paid during the year for:
|
|
|
|
|
|
||||||
Interest
|
$
|
151
|
|
|
$
|
139
|
|
|
$
|
150
|
|
Income taxes
|
$
|
558
|
|
|
$
|
709
|
|
|
$
|
683
|
|
(in millions)
|
Common Stock $1 par
|
|
Additional Paid-in Capital
|
|
Retained Income
|
|
Accumulated
Other Comprehensive Loss |
|
Less: Treasury Stock
|
|
Total SPGI Equity
|
|
Noncontrolling Interests
|
|
Total Equity
|
||||||||||||||||||
Balance as of December 31, 2015
|
$
|
412
|
|
|
$
|
475
|
|
|
$
|
7,636
|
|
|
$
|
(600
|
)
|
|
$
|
7,729
|
|
|
$
|
194
|
|
|
$
|
49
|
|
|
$
|
243
|
|
||
Comprehensive income
1
|
|
|
|
|
2,106
|
|
|
(173
|
)
|
|
|
|
1,933
|
|
|
13
|
|
|
1,946
|
|
|||||||||||||
Dividends
|
|
|
|
|
(380
|
)
|
|
|
|
|
|
(380
|
)
|
|
(10
|
)
|
|
(390
|
)
|
||||||||||||||
Share repurchases
|
|
|
|
|
|
|
|
|
|
1,097
|
|
|
(1,097
|
)
|
|
|
|
(1,097
|
)
|
||||||||||||||
Employee stock plans, net of tax benefit
|
|
|
27
|
|
|
|
|
|
|
(125
|
)
|
|
152
|
|
|
|
|
152
|
|
||||||||||||||
Change in redemption value of redeemable noncontrolling interest
|
|
|
|
|
(153
|
)
|
|
|
|
|
|
(153
|
)
|
|
|
|
(153
|
)
|
|||||||||||||||
Other
|
|
|
|
|
1
|
|
|
|
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
||||||||||||||
Balance as of December 31, 2016
|
$
|
412
|
|
|
$
|
502
|
|
|
$
|
9,210
|
|
|
$
|
(773
|
)
|
|
$
|
8,701
|
|
|
$
|
650
|
|
|
$
|
51
|
|
|
$
|
701
|
|
||
Comprehensive income
1
|
|
|
|
|
1,496
|
|
|
124
|
|
|
|
|
1,620
|
|
|
15
|
|
|
1,635
|
|
|||||||||||||
Dividends
|
|
|
|
|
(421
|
)
|
|
|
|
|
|
(421
|
)
|
|
(10
|
)
|
|
(431
|
)
|
||||||||||||||
Share repurchases
|
|
|
|
|
|
|
|
|
1,001
|
|
|
(1,001
|
)
|
|
(5
|
)
|
|
(1,006
|
)
|
||||||||||||||
Employee stock plans
|
|
|
23
|
|
|
|
|
|
|
(100
|
)
|
|
123
|
|
|
8
|
|
|
131
|
|
|||||||||||||
Change in redemption value of redeemable noncontrolling interest
|
|
|
|
|
(260
|
)
|
|
|
|
|
|
(260
|
)
|
|
|
|
(260
|
)
|
|||||||||||||||
Other
|
|
|
|
|
(2
|
)
|
|
|
|
|
|
(2
|
)
|
|
(2
|
)
|
|
(4
|
)
|
||||||||||||||
Balance as of December 31, 2017
|
$
|
412
|
|
|
$
|
525
|
|
|
$
|
10,023
|
|
|
$
|
(649
|
)
|
|
$
|
9,602
|
|
|
$
|
709
|
|
|
$
|
57
|
|
|
$
|
766
|
|
||
Comprehensive income
1
|
|
|
|
|
1,958
|
|
|
(103
|
)
|
|
|
|
1,855
|
|
|
12
|
|
|
1,867
|
|
|||||||||||||
Dividends
|
|
|
|
|
(503
|
)
|
|
|
|
|
|
(503
|
)
|
|
(11
|
)
|
|
(514
|
)
|
||||||||||||||
Share repurchases
|
|
|
(75
|
)
|
|
|
|
|
|
1,585
|
|
|
(1,660
|
)
|
|
|
|
(1,660
|
)
|
||||||||||||||
Retirement of common stock
|
(118
|
)
|
|
|
|
|
|
|
|
(118
|
)
|
|
—
|
|
|
|
|
—
|
|
||||||||||||||
Employee stock plans
|
|
|
56
|
|
|
|
|
|
|
(28
|
)
|
|
84
|
|
|
|
|
84
|
|
||||||||||||||
Change in redemption value of redeemable noncontrolling interest
|
|
|
|
|
(228
|
)
|
|
|
|
|
|
(228
|
)
|
|
|
|
(228
|
)
|
|||||||||||||||
Increase in CRISIL ownership
|
|
|
(25
|
)
|
|
|
|
|
|
|
|
(25
|
)
|
|
2
|
|
|
(23
|
)
|
||||||||||||||
Stock consideration for Kensho
|
|
|
352
|
|
|
|
|
|
|
|
352
|
|
|
|
|
352
|
|
||||||||||||||||
Other
|
|
|
|
|
34
|
|
2
|
|
10
|
|
2
|
|
|
|
44
|
|
|
(4
|
)
|
|
40
|
|
|||||||||||
Balance as of December 31, 2018
|
$
|
294
|
|
|
$
|
833
|
|
|
$
|
11,284
|
|
|
$
|
(742
|
)
|
|
$
|
11,041
|
|
|
$
|
628
|
|
|
$
|
56
|
|
|
$
|
684
|
|
1
|
Excludes
$151
million,
$129
million and
$109
million in
2018
,
2017
and
2016
, respectively, attributable to redeemable noncontrolling interest.
|
2
|
Includes opening balance sheet adjustments related to the adoption of the new revenue recognition standard and the reclassification of the unrealized loss on investments from Accumulated other comprehensive loss to Retained income. See Note 1
—
Accounting Policies
for additional details.
|
•
|
Ratings is an independent provider of credit ratings, research and analytics, offering investors and other market participants information, ratings and benchmarks.
|
•
|
Market Intelligence is a global provider of multi-asset-class data, research and analytical capabilities, which integrate cross-asset analytics and desktop services.
|
•
|
Platts is the leading independent provider of information and benchmark prices for the commodity and energy markets. We completed the sale of J.D. Power on September 7, 2016, with the results included in Platts results through that date.
|
•
|
Indices is a global index provider that maintains a wide variety of valuation and index benchmarks for investment advisors, wealth managers and institutional investors.
|
(in millions)
|
Ratings
|
|
Market Intelligence
|
|
Platts
|
|
Indices
|
|
Corporate
|
|
Intersegment Elimination
1
|
|
Total
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
2018
|
||||||||||||||||||||||||||
Subscription
|
$
|
—
|
|
|
$
|
1,773
|
|
|
$
|
750
|
|
|
$
|
144
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
2,682
|
|
Non-transaction
|
1,506
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(125
|
)
|
|
1,381
|
|
|||||||
Non-subscription / Transaction
|
1,377
|
|
|
40
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,428
|
|
|||||||
Asset-linked fees
|
—
|
|
|
20
|
|
|
—
|
|
|
522
|
|
|
—
|
|
|
—
|
|
|
542
|
|
|||||||
Sales usage-based royalties
|
—
|
|
|
—
|
|
|
54
|
|
|
171
|
|
|
—
|
|
|
—
|
|
|
225
|
|
|||||||
Total revenue
|
$
|
2,883
|
|
|
$
|
1,833
|
|
|
$
|
815
|
|
|
$
|
837
|
|
|
$
|
15
|
|
|
$
|
(125
|
)
|
|
$
|
6,258
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Timing of revenue recognition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Services transferred at a point in time
|
$
|
1,377
|
|
|
$
|
40
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,428
|
|
Services transferred over time
|
1,506
|
|
|
1,793
|
|
|
804
|
|
|
837
|
|
|
15
|
|
|
(125
|
)
|
|
4,830
|
|
|||||||
Total revenue
|
$
|
2,883
|
|
|
$
|
1,833
|
|
|
$
|
815
|
|
|
$
|
837
|
|
|
$
|
15
|
|
|
$
|
(125
|
)
|
|
$
|
6,258
|
|
(in millions)
|
Ratings
|
|
Market Intelligence
|
|
Platts
|
|
Indices
|
|
Corporate
|
|
Intersegment Elimination
1
|
|
Total
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
2017
2
|
||||||||||||||||||||||||||
Subscription
|
$
|
—
|
|
|
$
|
1,614
|
|
|
$
|
704
|
|
|
$
|
136
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,454
|
|
Non-transaction
|
1,448
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(110
|
)
|
|
1,338
|
|
|||||||
Non-subscription / Transaction
|
1,540
|
|
|
46
|
|
|
$
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,599
|
|
||||||
Asset-linked fees
|
—
|
|
|
23
|
|
|
—
|
|
|
461
|
|
|
—
|
|
|
—
|
|
|
484
|
|
|||||||
Sales usage-based royalties
|
—
|
|
|
—
|
|
|
57
|
|
|
131
|
|
|
—
|
|
|
—
|
|
|
188
|
|
|||||||
Total revenue
|
$
|
2,988
|
|
|
$
|
1,683
|
|
|
$
|
774
|
|
|
$
|
728
|
|
|
$
|
—
|
|
|
$
|
(110
|
)
|
|
$
|
6,063
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Timing of revenue recognition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Services transferred at a point in time
|
$
|
1,540
|
|
|
$
|
46
|
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,599
|
|
Services transferred over time
|
1,448
|
|
|
1,637
|
|
|
761
|
|
|
728
|
|
|
—
|
|
|
(110
|
)
|
|
4,464
|
|
|||||||
Total revenue
|
$
|
2,988
|
|
|
$
|
1,683
|
|
|
$
|
774
|
|
|
$
|
728
|
|
|
$
|
—
|
|
|
$
|
(110
|
)
|
|
$
|
6,063
|
|
(in millions)
|
Ratings
|
|
Market Intelligence
|
|
Platts
|
|
Indices
|
|
Corporate
|
|
Intersegment Elimination
1
|
|
Total
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
2016
2
|
||||||||||||||||||||||||||
Subscription
|
$
|
—
|
|
|
$
|
1,543
|
|
|
$
|
689
|
|
|
$
|
132
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,364
|
|
Non-transaction
|
1,357
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(98
|
)
|
|
1,259
|
|
|||||||
Non-subscription / Transaction
|
1,178
|
|
|
99
|
|
|
183
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,460
|
|
|||||||
Asset-linked fees
|
—
|
|
|
19
|
|
|
—
|
|
|
381
|
|
|
—
|
|
|
—
|
|
|
400
|
|
|||||||
Sales usage-based royalties
|
—
|
|
|
—
|
|
|
53
|
|
|
125
|
|
|
—
|
|
|
—
|
|
|
178
|
|
|||||||
Total revenue
|
$
|
2,535
|
|
|
$
|
1,661
|
|
|
$
|
925
|
|
|
$
|
638
|
|
|
$
|
—
|
|
|
$
|
(98
|
)
|
|
$
|
5,661
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Timing of revenue recognition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Services transferred at a point in time
|
$
|
1,178
|
|
|
$
|
99
|
|
|
$
|
183
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,460
|
|
Services transferred over time
|
1,357
|
|
|
1,562
|
|
|
742
|
|
|
638
|
|
|
—
|
|
|
(98
|
)
|
|
4,201
|
|
|||||||
Total revenue
|
$
|
2,535
|
|
|
$
|
1,661
|
|
|
$
|
925
|
|
|
$
|
638
|
|
|
$
|
—
|
|
|
$
|
(98
|
)
|
|
$
|
5,661
|
|
1
|
Intersegment eliminations mainly consists of a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.
|
2
|
As noted above, amounts for the years ended
December 31, 2017
and
2016
were not adjusted under the modified retrospective transition method applied to our revenue contracts with customers as of January 1, 2018.
|
•
|
ratings related to new issuance of corporate and government debt instruments; and structured finance instruments;
|
•
|
bank loan ratings; and
|
•
|
corporate credit estimates, which are intended, based on an abbreviated analysis, to provide an indication of our opinion regarding creditworthiness of a company which does not currently have a Ratings credit rating.
|
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Other components of net periodic benefit cost
|
$
|
(30
|
)
|
|
$
|
(27
|
)
|
|
$
|
(28
|
)
|
Net loss from investments
|
5
|
|
|
—
|
|
|
—
|
|
|||
Other income, net
|
$
|
(25
|
)
|
|
$
|
(27
|
)
|
|
$
|
(28
|
)
|
|
|
Year Ended
|
||
|
|
December 31, 2018
|
||
Risk-free average interest rate
|
|
2.6 - 2.7%
|
|
|
Dividend yield
|
|
1.1
|
%
|
|
Volatility
|
|
21.8 - 22.0%
|
|
|
Expected life (years)
|
|
5.67 - 6.07
|
|
|
Weighted-average grant-date fair value per option
|
|
$
|
112.98
|
|
•
|
In December of 2018, Indices purchased the balance of the intellectual property ("IP") rights in a family of indices derived from the S&P 500, solidifying its IP in and to the S&P 500 index family. We accounted for the acquisition on a cost basis. The transaction is not material to our consolidated financial statements.
|
•
|
In August of 2018, we acquired a
5.03%
investment in FiscalNote, a technology innovator at the intersection of global business and government that provides advanced, data-driven Issues Management solutions. We measured the investment in FiscalNote at cost, less any impairment, and changes resulting from observable price changes will be recorded in the consolidated statements of income. The investment in FiscalNote is not material to our consolidated financial statements.
|
•
|
In June of 2018, Market Intelligence acquired the RateWatch business ("RateWatch") from TheStreet, Inc., a B2B data business that offers subscription and custom reports on bank deposits, loans, fees and other product data to the financial services industry. The acquisition will complement and strengthen Market Intelligence's core capabilities of providing differentiated data and analytics solutions for the banking sector. We accounted for the acquisition of RateWatch using the purchase method of accounting. The acquisition of RateWatch is not material to our consolidated financial statements.
|
•
|
In April of 2018, we acquired Kensho for approximately
$550 million
, net of cash acquired, in a mix of cash and stock. Kensho is a leading-edge provider of next-generation analytics, artificial intelligence, machine learning, and data visualization systems to Wall Street's premier global banks and investment institutions, as well as the National Security community. The acquisition will strengthen S&P Global's emerging technology capabilities, enhance our ability to deliver essential, actionable insights that will transform the user experience for our clients, and accelerate efforts to improve efficiency and effectiveness of our core internal operations. We accounted for the acquisition of Kensho using the purchase method of accounting. The acquisition of Kensho is not material to our consolidated financial statements.
|
•
|
In February of 2018, Market Intelligence acquired Panjiva, Inc. ("Panjiva"), a privately-held company that provides deep, differentiated, sector-relevant insights on global supply chains, leveraging data science and technology to make sense of large, unstructured datasets. The acquisition will help strengthen the insights, products and data that we provide to our clients throughout the world. We accounted for the acquisition of Panjiva using the purchase method of accounting. The acquisition of Panjiva is not material to our consolidated financial statements.
|
•
|
In January of 2018, CRISIL, included within our Ratings segment, acquired a
100%
stake in Pragmatix Services Private Limited ("Pragmatix"), a data analytics company focused on delivering cutting edge solutions in the "data to intelligence" life cycle to the Banking, Financial Services and Insurance vertical. The acquisition will strengthen CRISIL's position as an agile, innovative and global analytics company. We accounted for the acquisition of Pragmatix using the purchase method of accounting. The acquisition of Pragmatix is not material to our consolidated financial statements.
|
•
|
In August of 2017, we acquired a
6.02%
investment in Algomi Limited ("Algomi"), an innovative fintech company focused on providing software-enabled liquidity solutions to both buy-side and sell-side firms within the credit markets. Our investment in Algomi will help facilitate product collaboration and enable future business expansion. We accounted for the investment in Algomi using the cost method of accounting. The investment with Algomi is not material to our consolidated financial statements.
|
•
|
In June of 2017, CRISIL, included within our Ratings segment, acquired
8.9%
of the outstanding shares of CARE Ratings Limited ("CARE") from Canara Bank. CARE is a Securities and Exchange Board of India registered credit rating agency providing various rating and grading services in India whose shares are publicly traded on both the Bombay Stock Exchange and the National Stock Exchange of India. We accounted for the investment in CARE as available-for-sale using the fair value method of accounting. The investment in CARE is not material to our consolidated financial statements.
|
•
|
In December of 2016, Market Intelligence acquired a
2.54%
equity investment in Kensho, a financial technology startup in market data analytics. We accounted for the acquisition of Kensho on a cost basis. Our investment in Kensho is not material to our consolidated financial statements.
|
•
|
In October of 2016, Indices acquired Trucost plc, a leader in carbon and environmental data and risk analysis through its subsidiary S&P Global Indices UK Limited. The purchase will build on Indices' current portfolio of Environmental, Social and Governance solutions. The acquisition of Trucost plc is not material to our consolidated financial statements. In 2018, Trucost was integrated from Indices into Market Intelligence and historical reporting was retroactively revised to reflect the change.
|
•
|
In September of 2016, Platts acquired PIRA Energy Group ("PIRA"), a global provider of energy research and forecasting products and services. The purchase enhances Platts' energy analytical capabilities by expanding its oil offering and strengthening its position in the natural gas and power markets. We accounted for the acquisition of PIRA using the purchase method of accounting. The acquisition of PIRA is not material to our consolidated financial statements.
|
•
|
In June of 2016, Platts acquired RigData, a provider of daily information on rig activity for the natural gas and oil markets across North America. The purchase enhances Platts' energy analytical capabilities by strengthening its position in natural gas and enhancing its oil offering. We accounted for the acquisition of RigData using the purchase method of accounting. The acquisition of RigData is not material to our consolidated financial statements.
|
•
|
In June of 2016, Ratings acquired a
49%
equity investment in Thailand's TRIS Rating Company Limited from its parent company, TRIS Corporation Limited. The transaction extends an existing association between Ratings and TRIS Rating and deepens their commitment to capital markets in Thailand. We accounted for the acquisition of TRIS Rating Company using the equity method of accounting. The equity investment in TRIS Rating is not material to our consolidated financial statements.
|
•
|
In March of 2016, Platts acquired Commodity Flow, a specialist technology and business intelligence service for the global waterborne commodity and energy markets. The purchase helps extend Platts' trade flow analytical capabilities and complements its existing shipping services. We accounted for the acquisition of Commodity Flow using the purchase method of accounting. The acquisition of Commodity Flow is not material to our consolidated financial statements.
|
(in millions)
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Fair value of assets acquired
|
$
|
857
|
|
|
$
|
83
|
|
|
$
|
253
|
|
Cash and stock consideration (net of cash acquired)
|
803
|
|
|
83
|
|
|
211
|
|
|||
Liabilities assumed
|
$
|
54
|
|
|
$
|
—
|
|
|
$
|
42
|
|
•
|
In October of 2016, we completed the sale of Standard & Poor's Securities Evaluations, Inc. ("SPSE") and Credit Market Analysis ("CMA"),
two
businesses within our Market Intelligence segment, for
$425 million
in cash to Intercontinental Exchange, an operator of global exchanges, clearing houses and data services. During the year ended December 31, 2016, we recorded a pre-tax gain of
$364 million
(
$297 million
after-tax) in gain on dispositions in the consolidated statement of income related to the sale of SPSE and CMA. Additionally, in October of 2016, we completed the sale of Equity and Fund Research ("Equity Research") to CFRA, a leading independent provider of forensic accounting research, analytics and advisory services. During the year ended December 31, 2016, we recorded a pre-tax gain of
$9 million
(
$5 million
after-tax) in gain on dispositions in the consolidated statement of income related to the sale of Equity Research.
|
•
|
In September of 2016, we completed the sale of J.D. Power, included within our Platts segment, for
$1.1 billion
to XIO Group, a global alternative investments firm headquartered in London. During the year ended December 31, 2016, we recorded a pre-tax gain of
$728 million
(
$516 million
after-tax) in gain on dispositions in the consolidated statement of income related to the sale of J.D. Power.
|
(in millions)
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Operating profit
1
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
62
|
|
(in millions)
|
Ratings
|
|
Market Intelligence
|
|
Platts
|
|
Indices
|
|
Corporate
|
|
Total
|
||||||||||||
Balance as of December 31, 2016
|
$
|
109
|
|
|
$
|
1,960
|
|
|
$
|
497
|
|
|
$
|
383
|
|
|
$
|
—
|
|
|
$
|
2,949
|
|
Other
1
|
5
|
|
|
1
|
|
|
26
|
|
|
8
|
|
|
—
|
|
|
40
|
|
||||||
Balance as of December 31, 2017
|
114
|
|
|
1,961
|
|
|
523
|
|
|
391
|
|
|
—
|
|
|
2,989
|
|
||||||
Acquisitions
|
5
|
|
|
62
|
|
|
—
|
|
|
—
|
|
|
498
|
|
|
565
|
|
||||||
Other
1
|
(6
|
)
|
|
6
|
|
|
(7
|
)
|
|
(12
|
)
|
|
—
|
|
|
(19
|
)
|
||||||
Balance as of December 31, 2018
|
$
|
113
|
|
|
$
|
2,029
|
|
|
$
|
516
|
|
|
$
|
379
|
|
|
$
|
498
|
|
|
$
|
3,535
|
|
1
|
Primarily relates to the impact of foreign exchange and valuation adjustments for prior period acquisitions. 2017 includes adjustments related to PIRA, Trucost, RigData and Commodity Flow. 2018 includes adjustments related to Trucost.
|
•
|
2018 and 2017 both include
$380 million
and
$90 million
for Dow Jones Indices intellectual property and the Dow Jones tradename, respectively, that we recorded as part of the transaction to form S&P Dow Jones Indices LLC in 2012.
|
•
|
2018 and 2017 both include
$185 million
within our Market Intelligence segment for the SNL tradename.
|
•
|
2018 includes
$132 million
within our Indices segment for the balance of the IP rights in a family of indices derived from the S&P 500, solidifying Indices IP in and to the S&P 500 index family.
|
•
|
2018 and 2017 both include
$59 million
within our Indices segment for the Goldman Sachs Commodity Index intellectual property and the Broad Market Indices intellectual property.
|
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost
|
Databases and software
|
|
Content
|
|
Customer relationships
|
|
Tradenames
|
|
Other intangibles
|
|
Total
|
||||||||||||
Balance as of December 31, 2016
|
$
|
506
|
|
|
$
|
139
|
|
|
$
|
330
|
|
|
$
|
45
|
|
|
$
|
163
|
|
|
$
|
1,183
|
|
Dispositions
|
(4
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
||||||
Other
1
|
52
|
|
|
—
|
|
|
19
|
|
|
5
|
|
|
(86
|
)
|
|
(10
|
)
|
||||||
Balance as of December 31, 2017
|
554
|
|
|
139
|
|
|
347
|
|
|
50
|
|
|
77
|
|
|
1,167
|
|
||||||
Acquisitions
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
123
|
|
|
126
|
|
||||||
Other (primarily Fx)
|
4
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(6
|
)
|
|
(3
|
)
|
||||||
Balance as of December 31, 2018
|
$
|
561
|
|
|
$
|
139
|
|
|
$
|
346
|
|
|
$
|
50
|
|
|
$
|
194
|
|
|
$
|
1,290
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accumulated amortization
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance as of December 31, 2016
|
$
|
132
|
|
|
$
|
87
|
|
|
$
|
84
|
|
|
$
|
36
|
|
|
$
|
52
|
|
|
$
|
391
|
|
Current year amortization
|
52
|
|
|
14
|
|
|
22
|
|
|
4
|
|
|
6
|
|
|
98
|
|
||||||
Dispositions
|
(3
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(1
|
)
|
|
(6
|
)
|
||||||
Reclassifications
|
2
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
(4
|
)
|
|
—
|
|
||||||
Other (primarily Fx)
|
4
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
4
|
|
|
10
|
|
||||||
Balance as of December 31, 2017
|
187
|
|
|
101
|
|
|
106
|
|
|
42
|
|
|
57
|
|
|
493
|
|
||||||
Current year amortization
|
52
|
|
|
14
|
|
|
21
|
|
|
3
|
|
|
32
|
|
|
122
|
|
||||||
Reclassifications
|
1
|
|
|
—
|
|
|
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||||
Other (primarily Fx)
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(2
|
)
|
|
(3
|
)
|
||||||
Balance as of December 31, 2018
|
$
|
240
|
|
|
$
|
115
|
|
|
$
|
126
|
|
|
$
|
45
|
|
|
$
|
86
|
|
|
$
|
612
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net definite-lived intangibles:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
December 31, 2017
|
$
|
367
|
|
|
$
|
38
|
|
|
$
|
241
|
|
|
$
|
8
|
|
|
$
|
20
|
|
|
$
|
674
|
|
December 31, 2018
|
$
|
321
|
|
|
$
|
24
|
|
|
$
|
220
|
|
|
$
|
5
|
|
|
$
|
108
|
|
|
$
|
678
|
|
1
|
Primarily relates to the impact of foreign exchange and valuation adjustments for prior period acquisitions. 2017 includes adjustments related to PIRA, Trucost, RigData and Commodity Flow.
|
(in millions)
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
||||||||||
Amortization expense
|
$
|
122
|
|
|
$
|
114
|
|
|
$
|
83
|
|
|
$
|
74
|
|
|
$
|
70
|
|
(in millions)
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Domestic operations
|
$
|
1,857
|
|
|
$
|
1,723
|
|
|
$
|
2,585
|
|
Foreign operations
|
824
|
|
|
738
|
|
|
603
|
|
|||
Total income before taxes
|
$
|
2,681
|
|
|
$
|
2,461
|
|
|
$
|
3,188
|
|
(in millions)
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Federal:
|
|
|
|
|
|
||||||
Current
|
$
|
183
|
|
|
$
|
489
|
|
|
$
|
641
|
|
Deferred
|
68
|
|
|
63
|
|
|
79
|
|
|||
Total federal
|
251
|
|
|
552
|
|
|
720
|
|
|||
Foreign:
|
|
|
|
|
|
||||||
Current
|
214
|
|
|
194
|
|
|
133
|
|
|||
Deferred
|
(2
|
)
|
|
(3
|
)
|
|
(4
|
)
|
|||
Total foreign
|
212
|
|
|
191
|
|
|
129
|
|
|||
State and local:
|
|
|
|
|
|
||||||
Current
|
81
|
|
|
73
|
|
|
99
|
|
|||
Deferred
|
16
|
|
|
7
|
|
|
12
|
|
|||
Total state and local
|
97
|
|
|
80
|
|
|
111
|
|
|||
Total provision for taxes
|
$
|
560
|
|
|
$
|
823
|
|
|
$
|
960
|
|
|
Year Ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
U.S. federal statutory income tax rate
|
21.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State and local income taxes
|
2.8
|
|
|
2.5
|
|
|
2.7
|
|
Divestitures
|
—
|
|
|
—
|
|
|
(4.3
|
)
|
Foreign operations
|
0.2
|
|
|
(3.9
|
)
|
|
(2.0
|
)
|
TCJA Transition Tax
|
(0.3
|
)
|
|
6.0
|
|
|
—
|
|
Stock-based compensation
|
(1.2
|
)
|
|
(2.7
|
)
|
|
—
|
|
S&P Dow Jones Indices LLC joint venture
|
(1.2
|
)
|
|
(1.8
|
)
|
|
(1.2
|
)
|
Tax credits and incentives
|
(1.7
|
)
|
|
(2.1
|
)
|
|
(1.6
|
)
|
Other, net
|
1.3
|
|
|
0.4
|
|
|
1.5
|
|
Effective income tax rate
|
20.9
|
%
|
|
33.4
|
%
|
|
30.1
|
%
|
(in millions)
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Deferred tax assets:
|
|
|
|
||||
Legal and regulatory settlements
|
$
|
2
|
|
|
$
|
27
|
|
Employee compensation
|
57
|
|
|
50
|
|
||
Accrued expenses
|
36
|
|
|
47
|
|
||
Postretirement benefits
|
48
|
|
|
34
|
|
||
Unearned revenue
|
11
|
|
|
26
|
|
||
Allowance for doubtful accounts
|
8
|
|
|
8
|
|
||
Loss carryforwards
|
155
|
|
|
135
|
|
||
Other
|
24
|
|
|
45
|
|
||
Total deferred tax assets
|
341
|
|
|
372
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Goodwill and intangible assets
|
(295
|
)
|
|
(249
|
)
|
||
Fixed assets
|
—
|
|
|
(4
|
)
|
||
Total deferred tax liabilities
|
(295
|
)
|
|
(253
|
)
|
||
Net deferred income tax asset before valuation allowance
|
46
|
|
|
119
|
|
||
Valuation allowance
|
(156
|
)
|
|
(127
|
)
|
||
Net deferred income tax (liability) asset
|
$
|
(110
|
)
|
|
$
|
(8
|
)
|
Reported as:
|
|
|
|
||||
Non-current deferred tax assets
|
$
|
52
|
|
|
$
|
59
|
|
Non-current deferred tax liabilities
|
(162
|
)
|
|
(67
|
)
|
||
Net deferred income tax (liability) asset
|
$
|
(110
|
)
|
|
$
|
(8
|
)
|
(in millions)
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Balance at beginning of year
|
$
|
212
|
|
|
$
|
221
|
|
|
$
|
162
|
|
Additions based on tax positions related to the current year
|
19
|
|
|
23
|
|
|
48
|
|
|||
Additions for tax positions of prior years
|
2
|
|
|
17
|
|
|
20
|
|
|||
Reduction for tax positions of prior years
|
(21
|
)
|
|
(32
|
)
|
|
(3
|
)
|
|||
Reduction for settlements
|
(65
|
)
|
|
(5
|
)
|
|
(6
|
)
|
|||
Expiration of applicable statutes of limitations
|
—
|
|
|
(12
|
)
|
|
—
|
|
|||
Balance at end of year
|
$
|
147
|
|
|
$
|
212
|
|
|
$
|
221
|
|
(in millions)
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
2.5% Senior Notes, due 2018
1
|
$
|
—
|
|
|
$
|
399
|
|
3.3% Senior Notes, due 2020
2
|
698
|
|
|
697
|
|
||
4.0% Senior Notes, due 2025
3
|
693
|
|
|
692
|
|
||
4.4% Senior Notes, due 2026
4
|
892
|
|
|
892
|
|
||
2.95% Senior Notes, due 2027
5
|
493
|
|
|
493
|
|
||
6.55% Senior Notes, due 2037
6
|
396
|
|
|
396
|
|
||
4.5% Senior Notes, due 2048
7
|
490
|
|
|
—
|
|
||
Total debt
|
3,662
|
|
|
3,569
|
|
||
Less: short-term debt including current maturities
|
—
|
|
|
399
|
|
||
Long-term debt
|
$
|
3,662
|
|
|
$
|
3,170
|
|
1
|
We made a
$400 million
early repayment of our
2.5%
senior note in June of 2018.
|
2
|
Interest payments are due semiannually on February 14 and August 14, and as of
December 31, 2018
, the unamortized debt discount and issuance costs total
$2 million
.
|
3
|
Interest payments are due semiannually on June 15 and December 15, and as of
December 31, 2018
, the unamortized debt discount and issuance costs total
$7 million
.
|
4
|
Interest payments are due semiannually on February 15 and August 15, and as of
December 31, 2018
, the unamortized debt discount and issuance costs total
$8 million
.
|
5
|
Interest payments are due semiannually on January 22 and July 22, and as of
December 31, 2018
, the unamortized debt discount and issuance costs total
$7 million
.
|
6
|
Interest payments are due semiannually on May 15 and November 15, and as of
December 31, 2018
, the unamortized debt discount and issuance costs total
$4 million
.
|
7
|
Interest payments are due semiannually on May 15 and November 15, and as of
December 31, 2018
, the unamortized debt discount and issuance costs total
$10 million
.
|
6.
|
Derivative Instruments
|
(in millions)
|
|
December 31,
|
|
December 31,
|
||||
Balance Sheet Location
|
|
2018
|
|
2017
|
||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
||||
Prepaid and other current assets
|
Foreign exchange forward contracts
|
$
|
3
|
|
|
$
|
3
|
|
(in millions)
|
Gain (Loss) Recognized in Accumulated Other Comprehensive Loss (effective portion)
|
|
Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (effective portion)
|
|
Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (effective portion)
|
||||||||||||||||||||
Cash flow hedges - designated as hedging instruments
|
2018
|
|
2017
|
|
2016
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Foreign exchange forward contracts
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
Revenue, Selling and general expenses
|
|
$
|
(4
|
)
|
|
$
|
9
|
|
|
$
|
4
|
|
(in millions)
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net unrealized gains (losses) on cash flow hedges, net of taxes, beginning of year
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
(1
|
)
|
Change in fair value, net of tax
|
(2
|
)
|
|
9
|
|
|
7
|
|
|||
Reclassification into earnings, net of tax
|
4
|
|
|
(9
|
)
|
|
(4
|
)
|
|||
Net unrealized gains on cash flow hedges, net of taxes, end of year
|
$
|
4
|
|
|
$
|
2
|
|
|
$
|
2
|
|
(in millions)
|
Retirement Plans
|
|
Postretirement Plans
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net benefit obligation at beginning of year
|
$
|
2,329
|
|
|
$
|
2,260
|
|
|
$
|
49
|
|
|
$
|
57
|
|
Service cost
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
||||
Interest cost
|
71
|
|
|
74
|
|
|
1
|
|
|
2
|
|
||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||
Actuarial loss (gain)
|
(199
|
)
|
|
107
|
|
|
(4
|
)
|
|
(5
|
)
|
||||
Gross benefits paid
|
(103
|
)
|
|
(110
|
)
|
|
(8
|
)
|
|
(8
|
)
|
||||
Foreign currency effect
|
(26
|
)
|
|
38
|
|
|
—
|
|
|
—
|
|
||||
Other adjustments
1
|
1
|
|
|
(43
|
)
|
|
(1
|
)
|
|
—
|
|
||||
Net benefit obligation at end of year
|
2,076
|
|
|
2,329
|
|
|
40
|
|
|
49
|
|
||||
Fair value of plan assets at beginning of year
|
2,219
|
|
|
2,073
|
|
|
20
|
|
|
—
|
|
||||
Actual return on plan assets
|
(113
|
)
|
|
263
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
9
|
|
|
8
|
|
|
1
|
|
|
25
|
|
||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||
Gross benefits paid
|
(103
|
)
|
|
(110
|
)
|
|
(8
|
)
|
|
(8
|
)
|
||||
Foreign currency effect
|
(25
|
)
|
|
31
|
|
|
—
|
|
|
—
|
|
||||
Other adjustments
1
|
—
|
|
|
(46
|
)
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at end of year
|
1,987
|
|
|
2,219
|
|
|
16
|
|
|
20
|
|
||||
Funded status
|
$
|
(89
|
)
|
|
$
|
(110
|
)
|
|
$
|
(24
|
)
|
|
$
|
(29
|
)
|
Amounts recognized in consolidated balance sheets:
|
|
|
|
|
|
|
|
||||||||
Non-current assets
|
$
|
125
|
|
|
$
|
114
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
(9
|
)
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
||||
Non-current liabilities
|
(205
|
)
|
|
(215
|
)
|
|
(24
|
)
|
|
(29
|
)
|
||||
|
$
|
(89
|
)
|
|
$
|
(110
|
)
|
|
$
|
(24
|
)
|
|
$
|
(29
|
)
|
Accumulated benefit obligation
|
$
|
2,066
|
|
|
$
|
2,319
|
|
|
|
|
|
||||
Plans with accumulated benefit obligation in excess of the fair value of plan assets:
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation
|
$
|
214
|
|
|
$
|
224
|
|
|
|
|
|
||||
Accumulated benefit obligation
|
$
|
204
|
|
|
$
|
214
|
|
|
|
|
|
||||
Fair value of plan assets
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||||
Amounts recognized in accumulated other comprehensive loss, net of tax:
|
|
|
|
|
|
|
|
||||||||
Net actuarial loss (gain)
|
$
|
460
|
|
|
$
|
451
|
|
|
$
|
(41
|
)
|
|
$
|
(37
|
)
|
Prior service credit
|
2
|
|
|
1
|
|
|
(14
|
)
|
|
(12
|
)
|
||||
Total recognized
|
$
|
462
|
|
|
$
|
452
|
|
|
$
|
(55
|
)
|
|
$
|
(49
|
)
|
1
|
Relates to the impact of retiree annuity purchases in 2017.
|
(in millions)
|
Retirement Plans
|
|
Postretirement Plans
|
||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Service cost
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
71
|
|
|
74
|
|
|
78
|
|
|
1
|
|
|
2
|
|
|
2
|
|
||||||
Expected return on assets
|
(124
|
)
|
|
(126
|
)
|
|
(122
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Actuarial loss (gain)
|
20
|
|
|
18
|
|
|
16
|
|
|
(2
|
)
|
|
(2
|
)
|
|
(1
|
)
|
||||||
Prior service credit
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
|
—
|
|
||||||
Other
1
|
4
|
|
|
8
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost
|
$
|
(26
|
)
|
|
$
|
(23
|
)
|
|
$
|
(25
|
)
|
|
$
|
(2
|
)
|
|
$
|
(2
|
)
|
|
$
|
1
|
|
1
|
Represents a charge related to our U.K retirement plan.
|
(in millions)
|
Retirement Plans
|
|
Postretirement Plans
|
||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Net actuarial (gain) loss
|
$
|
28
|
|
|
$
|
(20
|
)
|
|
$
|
60
|
|
|
$
|
(7
|
)
|
|
$
|
(3
|
)
|
|
$
|
(12
|
)
|
Recognized actuarial (gain) loss
|
(15
|
)
|
|
(12
|
)
|
|
(10
|
)
|
|
1
|
|
|
1
|
|
|
1
|
|
||||||
Prior service (credit) cost
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
(8
|
)
|
||||||
Other
1
|
(4
|
)
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total recognized
|
$
|
10
|
|
|
$
|
(39
|
)
|
|
$
|
50
|
|
|
$
|
(5
|
)
|
|
$
|
(1
|
)
|
|
$
|
(19
|
)
|
1
|
Represents a charge related to our U.K retirement plan.
|
|
Retirement Plans
|
|
Postretirement Plans
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||
Benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
2
|
4.40
|
%
|
|
3.68
|
%
|
|
4.14
|
%
|
|
4.15
|
%
|
|
3.40
|
%
|
|
3.69
|
%
|
Net periodic cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Weighted-average healthcare cost rate
1
|
|
|
|
|
|
|
6.50
|
%
|
|
7.00
|
%
|
|
7.00
|
%
|
|||
Discount rate - U.S. plan
2
|
3.68
|
%
|
|
4.13
|
%
|
|
4.47
|
%
|
|
3.40
|
%
|
|
3.69
|
%
|
|
3.94
|
%
|
Discount rate - U.K. plan
2
|
2.41
|
%
|
|
2.58
|
%
|
|
3.84
|
%
|
|
|
|
|
|
|
|||
Return on assets
3
|
6.00
|
%
|
|
6.25
|
%
|
|
6.25
|
%
|
|
|
|
|
|
|
1
|
The assumed weighted-average healthcare cost trend rate will decrease ratably from
6.5%
in 2018 to
5%
in 2024 and remain at that level thereafter. Assumed healthcare cost trends have an effect on the amounts reported for the healthcare plans. A one percentage point change in assumed healthcare cost trend creates the following effects:
|
(in millions)
|
1% point
increase
|
|
1% point
decrease
|
||||
Effect on postretirement obligation
|
$
|
—
|
|
|
$
|
—
|
|
2
|
Effective January 1, 2018, we changed our discount rate assumption on our U.S. retirement plans to
3.68%
from
4.13%
in 2017 and changed our discount rate assumption on our U.K. plan to
2.41%
from
2.58%
in 2017 .
|
3
|
The expected return on assets assumption is calculated based on the plan’s asset allocation strategy and projected market returns over the long-term. Effective January 1, 2019, our return on assets assumption for the U.S. plan and U.K. plan remained unchanged at
6.00%
.
|
(in millions)
|
|
|
Postretirement Plans
2
|
||||||||||||||||
|
Retirement
1
Plans
|
|
Gross
payments
|
|
Retiree
contributions
|
|
Medicare
subsidy
3
|
|
Net
payments
|
||||||||||
2019
|
$
|
91
|
|
|
$
|
8
|
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
6
|
|
2020
|
94
|
|
|
7
|
|
|
(2
|
)
|
|
—
|
|
|
5
|
|
|||||
2021
|
96
|
|
|
6
|
|
|
(2
|
)
|
|
—
|
|
|
4
|
|
|||||
2022
|
99
|
|
|
6
|
|
|
(2
|
)
|
|
—
|
|
|
4
|
|
|||||
2023
|
101
|
|
|
5
|
|
|
1
|
|
|
—
|
|
|
6
|
|
|||||
2024-2028
|
534
|
|
|
19
|
|
|
(7
|
)
|
|
—
|
|
|
12
|
|
1
|
Reflects the total benefits expected to be paid from the plans or from our assets including both our share of the benefit cost and the participants’ share of the cost.
|
2
|
Reflects the total benefits expected to be paid from our assets.
|
3
|
Expected medicare subsidy amounts, for the years presented, are less than
$1 million
.
|
•
|
Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
|
•
|
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
|
(in millions)
|
December 31, 2018
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Cash and short-term investments
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equities:
|
|
|
|
|
|
|
|
||||||||
U.S. indexes
1
|
21
|
|
|
21
|
|
|
—
|
|
|
—
|
|
||||
U.S. growth and value
|
69
|
|
|
69
|
|
|
—
|
|
|
—
|
|
||||
Fixed income:
|
|
|
|
|
|
|
|
||||||||
Long duration strategy
2
|
1,070
|
|
|
—
|
|
|
1,070
|
|
|
—
|
|
||||
Intermediate duration securities
|
35
|
|
|
—
|
|
|
35
|
|
|
—
|
|
||||
Agency mortgage backed securities
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
||||
Asset backed securities
|
18
|
|
|
—
|
|
|
18
|
|
|
—
|
|
||||
Non-agency mortgage backed securities
3
|
13
|
|
|
—
|
|
|
13
|
|
|
—
|
|
||||
International, excluding U.K.
|
18
|
|
|
—
|
|
|
18
|
|
|
—
|
|
||||
Real Estate:
|
|
|
|
|
|
|
|
||||||||
U.K.
4
|
39
|
|
|
—
|
|
|
—
|
|
|
39
|
|
||||
Total
|
$
|
1,291
|
|
|
$
|
94
|
|
|
$
|
1,158
|
|
|
$
|
39
|
|
Collective investment funds
5
|
$
|
696
|
|
|
|
|
|
|
|
||||||
Total
|
$
|
1,987
|
|
|
|
|
|
|
|
(in millions)
|
December 31, 2017
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Cash, short-term investments, and other
|
$
|
10
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equities:
|
|
|
|
|
|
|
|
||||||||
U.S. indexes
1
|
50
|
|
|
50
|
|
|
—
|
|
|
—
|
|
||||
U.S. growth and value
|
109
|
|
|
109
|
|
|
—
|
|
|
—
|
|
||||
U.K.
|
5
|
|
|
5
|
|
|
—
|
|
|
—
|
|
||||
International, excluding U.K.
|
45
|
|
|
45
|
|
|
—
|
|
|
—
|
|
||||
Fixed income:
|
|
|
|
|
|
|
|
||||||||
Long duration strategy
2
|
1,076
|
|
|
—
|
|
|
1,076
|
|
|
—
|
|
||||
Intermediate duration securities
|
35
|
|
|
—
|
|
|
35
|
|
|
—
|
|
||||
Agency mortgage backed securities
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
||||
Asset backed securities
|
19
|
|
|
—
|
|
|
19
|
|
|
—
|
|
||||
Non-agency mortgage backed securities
3
|
15
|
|
|
—
|
|
|
15
|
|
|
—
|
|
||||
International, excluding U.K.
|
18
|
|
|
—
|
|
|
18
|
|
|
—
|
|
||||
Real Estate:
|
|
|
|
|
|
|
|
||||||||
U.K.
4
|
39
|
|
|
—
|
|
|
—
|
|
|
39
|
|
||||
Total
|
$
|
1,426
|
|
|
$
|
219
|
|
|
$
|
1,168
|
|
|
$
|
39
|
|
Collective investment funds
5
|
$
|
793
|
|
|
|
|
|
|
|
||||||
Total
|
$
|
2,219
|
|
|
|
|
|
|
|
1
|
Includes securities that are tracked in the S&P Smallcap 600 index.
|
2
|
Includes securities that are mainly investment grade obligations of issuers in the U.S.
|
3
|
Includes U.S. mortgage-backed securities that are not backed by the U.S. government.
|
4
|
Includes a fund which holds real estate properties in the U.K.
|
5
|
Includes the Standard & Poor's 500 Composite Stock Index, the Standard & Poor's MidCap 400 Composite Stock Index, a short-term investment fund which is a common collective trust vehicle, and other various asset classes.
|
(in millions)
|
Level 3
|
||
Balance as of December 31, 2017
|
$
|
39
|
|
Purchases
|
—
|
|
|
Distributions
|
(2
|
)
|
|
Gain (loss)
|
2
|
|
|
Balance as of December 31, 2018
|
$
|
39
|
|
•
|
The U.S. pension trust had assets of $
1,572 million
and
$1,739 million
as of December 31,
2018
and
2017
respectively, and the target allocations in
2018
include
75%
fixed income,
16%
domestic equities and
9%
international equities.
|
•
|
The U.K. pension trust had assets of
$415 million
and
$480 million
as of December 31,
2018
and
2017
, respectively, and the target allocations in
2018
include
40%
fixed income,
30%
diversified growth funds,
20%
equities and
10%
real estate.
|
•
|
2002 Employee Stock Incentive Plan (the “2002 Plan”)
– The 2002 Plan permits the granting of nonqualified stock options, stock appreciation rights, performance stock, restricted stock and other stock-based awards. In 2018, we made a one-time issuance of incentive stock options under the 2002 Plan to replace Kensho employees' stock options that were assumed in connection with our acquisition of Kensho in April of 2018.
|
•
|
Director Deferred Stock Ownership Plan
– Under this plan, common stock reserved may be credited to deferred stock accounts for eligible Directors. In general, the plan requires that
50%
of eligible Directors’ annual compensation plus dividend equivalents be credited to deferred stock accounts. Each Director may also elect to defer all or a portion of the remaining compensation and have an equivalent number of shares credited to the deferred stock account. Recipients under this plan are not required to provide consideration to us other than rendering service. Shares will be delivered as of the date a recipient ceases to be a member of the Board of Directors or within
five years
thereafter, if so elected. The plan will remain in effect until terminated by the Board of Directors or until no shares of stock remain available under the plan.
|
(in millions)
|
December 31,
|
||
|
2018
|
|
2017
|
Shares available for granting under the 2002 Plan
|
33.3
|
|
33.8
|
Options outstanding
|
1.7
|
|
2.1
|
Total shares reserved for issuance
1
|
35.0
|
|
35.9
|
1
|
Shares reserved for issuance under the Director Deferred Stock Ownership Plan are not included in the total, but are less than
0.1 million
.
|
(in millions)
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Stock option expense
|
$
|
5
|
|
|
$
|
3
|
|
|
$
|
7
|
|
Restricted stock and unit awards expense
|
89
|
|
|
96
|
|
|
69
|
|
|||
Total stock-based compensation expense
|
$
|
94
|
|
|
$
|
99
|
|
|
$
|
76
|
|
|
|
|
|
|
|
||||||
Tax benefit
|
$
|
19
|
|
|
$
|
38
|
|
|
$
|
29
|
|
|
Year Ended
|
||
|
December 31, 2018
|
||
Risk-free average interest rate
|
2.6 - 2.7%
|
|
|
Dividend yield
|
1.1
|
%
|
|
Volatility
|
21.8 - 22.0%
|
|
|
Expected life (years)
|
5.67 - 6.07
|
|
|
Weighted-average grant-date fair value per option
|
$
|
112.98
|
|
(in millions, except per award amounts)
|
Shares
|
|
Weighted average exercise price
|
|
Weighted-average remaining years of contractual term
|
|
Aggregate intrinsic value
|
|||||
Options outstanding as of December 31, 2017
|
2.1
|
|
|
$
|
44.09
|
|
|
|
|
|
||
Granted
|
0.2
|
|
|
$
|
74.11
|
|
|
|
|
|
||
Exercised
|
(0.6
|
)
|
|
$
|
161.14
|
|
|
|
|
|
||
Forfeited and expired
1
|
—
|
|
|
$
|
71.68
|
|
|
|
|
|
||
Options outstanding as of December 31, 2018
|
1.7
|
|
|
$
|
47.92
|
|
|
3.3
|
|
$
|
202
|
|
Options exercisable as of December 31, 2018
|
1.6
|
|
|
$
|
46.69
|
|
|
3.1
|
|
$
|
195
|
|
(in millions, except per award amounts)
|
Shares
|
|
Weighted-average grant-date fair value
|
||||
Nonvested options outstanding as of December 31, 2017
|
—
|
|
|
$
|
27.52
|
|
|
Granted
|
0.2
|
|
|
$
|
112.98
|
|
|
Vested
|
(0.1
|
)
|
|
$
|
112.36
|
|
|
Forfeited
1
|
—
|
|
|
$
|
112.14
|
|
|
Nonvested options outstanding as of December 31, 2018
|
0.1
|
|
|
$
|
113.02
|
|
|
Total unrecognized compensation expense related to nonvested options
|
$
|
2
|
|
|
|
||
Weighted-average years to be recognized over
|
2.0
|
|
|
|
1
|
There are less than
0.1 million
shares forfeited.
|
(in millions)
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net cash proceeds from the exercise of stock options
|
$
|
34
|
|
|
$
|
75
|
|
|
$
|
88
|
|
Total intrinsic value of stock option exercises
|
$
|
77
|
|
|
$
|
118
|
|
|
$
|
95
|
|
Income tax benefit realized from stock option exercises
|
$
|
27
|
|
|
$
|
64
|
|
|
$
|
41
|
|
(in millions, except per award amounts)
|
Shares
|
|
Weighted-average grant-date fair value
|
||||
Nonvested shares as of December 31, 2017
|
0.8
|
|
|
$
|
124.91
|
|
|
Granted
|
1.0
|
|
|
$
|
182.75
|
|
|
Vested
|
(0.9
|
)
|
|
$
|
167.13
|
|
|
Forfeited
|
(0.1
|
)
|
|
$
|
149.03
|
|
|
Nonvested shares as of December 31, 2018
|
0.8
|
|
|
$
|
172.24
|
|
|
Total unrecognized compensation expense related to nonvested awards
|
$
|
76
|
|
|
|
||
Weighted-average years to be recognized over
|
1.9
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Weighted-average grant-date fair value per award
|
$
|
182.75
|
|
|
$
|
147.12
|
|
|
$
|
93.01
|
|
Total fair value of restricted stock and unit awards vested
|
$
|
154
|
|
|
$
|
147
|
|
|
$
|
99
|
|
Tax benefit relating to restricted stock activity
|
$
|
32
|
|
|
$
|
36
|
|
|
$
|
26
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Quarterly dividend rate
|
$
|
0.50
|
|
|
$
|
0.41
|
|
|
$
|
0.36
|
|
Annualized dividend rate
|
$
|
2.00
|
|
|
$
|
1.64
|
|
|
$
|
1.44
|
|
Dividends paid (in millions)
|
$
|
503
|
|
|
$
|
421
|
|
|
$
|
380
|
|
(in millions, except average price)
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Total number of shares purchased
1
|
$
|
8.4
|
|
|
$
|
6.8
|
|
|
$
|
9.7
|
|
Average price paid per share
2
|
$
|
197.21
|
|
|
$
|
147.74
|
|
|
$
|
113.36
|
|
Total cash utilized
2
|
$
|
1,660
|
|
|
$
|
1,001
|
|
|
$
|
1,097
|
|
1
|
2018, 2017 and 2016 includes shares received as part of our accelerated share repurchase agreements as described in more detail below.
|
2
|
In December of 2015,
0.3 million
shares were repurchased for approximately
$26 million
, which settled in January of 2016. Cash used for financing activities only reflects those shares which settled during the year ended December 31,
2018
,
2017
and
2016
resulting in
$1,660 million
,
$1,001 million
and
$1,123 million
of cash used to repurchase shares, respectively.
|
(in millions)
|
|
||
Balance as of December 31, 2017
|
$
|
1,352
|
|
Net income attributable to noncontrolling interest
|
151
|
|
|
Distributions to noncontrolling interest
|
(111
|
)
|
|
Redemption value adjustment
|
228
|
|
|
Balance as of December 31, 2018
|
$
|
1,620
|
|
(in millions)
|
Foreign Currency Translation Adjustment
|
|
Pension and Postretirement Benefit Plans
1
|
|
Unrealized Gain (Loss) on Forward Exchange Contracts
2
|
|
Unrealized Loss on Investment
3
|
|
Accumulated Other Comprehensive Loss
|
||||||||||
Balance as of December 31, 2017
|
$
|
(239
|
)
|
|
$
|
(402
|
)
|
|
$
|
2
|
|
|
(10
|
)
|
|
$
|
(649
|
)
|
|
Other comprehensive loss before reclassifications
|
(100
|
)
|
|
(19
|
)
|
|
(2
|
)
|
|
—
|
|
|
(121
|
)
|
|||||
Reclassifications from accumulated other comprehensive loss to net earnings
|
—
|
|
|
14
|
|
|
4
|
|
|
—
|
|
|
18
|
|
|||||
Net other comprehensive (loss) income
|
(100
|
)
|
|
(5
|
)
|
|
2
|
|
|
—
|
|
|
(103
|
)
|
|||||
Amounts reclassified to retained income
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
10
|
|
|||||
Balance as of December 31, 2018
|
$
|
(339
|
)
|
|
$
|
(407
|
)
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
(742
|
)
|
1
|
See Note 7
—
Employee Benefits
for additional details of items reclassed from accumulated other comprehensive loss to net earnings.
|
2
|
See Note 6
—
Derivative Instruments
for additional details of items reclassed from accumulated other comprehensive loss to net earnings.
|
3
|
On January 1, 2018, the unrealized loss on investments was reclassified to retained income. See Note 1 -
Accounting Policies
for additional details.
|
(in millions, except per share data)
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Amount attributable to S&P Global Inc. common shareholders:
|
|
|
|
|
|
||||||
Net income
|
$
|
1,958
|
|
|
$
|
1,496
|
|
|
$
|
2,106
|
|
|
|
|
|
|
|
||||||
Basic weighted-average number of common shares outstanding
|
250.9
|
|
|
256.3
|
|
|
262.8
|
|
|||
Effect of stock options and other dilutive securities
|
2.3
|
|
|
2.6
|
|
|
2.4
|
|
|||
Diluted weighted-average number of common shares outstanding
|
253.2
|
|
|
258.9
|
|
|
265.2
|
|
|||
|
|
|
|
|
|
||||||
Earnings per share attributable to S&P Global Inc. common shareholders:
|
|
|
|
|
|
||||||
Net income:
|
|
|
|
|
|
||||||
Basic
|
$
|
7.80
|
|
|
$
|
5.84
|
|
|
$
|
8.02
|
|
Diluted
|
$
|
7.73
|
|
|
$
|
5.78
|
|
|
$
|
7.94
|
|
|
2018 Restructuring Plan
|
|
2017 Restructuring Plan
|
||||||||||||
(in millions)
|
Initial Charge Recorded
|
|
Ending Reserve Balance
|
|
Initial Charge Recorded
|
|
Ending Reserve Balance
|
||||||||
Ratings
|
$
|
8
|
|
|
$
|
8
|
|
|
$
|
25
|
|
|
$
|
7
|
|
Market Intelligence
|
7
|
|
|
7
|
|
|
8
|
|
|
1
|
|
||||
Platts
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Indices
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Corporate
|
10
|
|
|
9
|
|
|
10
|
|
|
2
|
|
||||
Total
|
$
|
25
|
|
|
$
|
24
|
|
|
$
|
44
|
|
|
$
|
10
|
|
Revenue
|
|
||||||||||
(in millions)
|
2018
|
2017
|
2016
|
||||||||
Ratings
|
$
|
2,883
|
|
|
$
|
2,988
|
|
|
$
|
2,535
|
|
Market Intelligence
|
1,833
|
|
|
1,683
|
|
|
1,661
|
|
|||
Platts
|
815
|
|
|
774
|
|
|
925
|
|
|||
Indices
|
837
|
|
|
728
|
|
|
638
|
|
|||
Corporate
|
15
|
|
|
—
|
|
|
—
|
|
|||
Intersegment elimination
1
|
(125
|
)
|
|
(110
|
)
|
|
(98
|
)
|
|||
Total revenue
|
$
|
6,258
|
|
|
$
|
6,063
|
|
|
$
|
5,661
|
|
|
|
|
|
|
|
||||||
Operating Profit
|
|
||||||||||
(in millions)
|
2018
|
2017
|
2016
|
||||||||
Ratings
2
|
$
|
1,530
|
|
|
$
|
1,517
|
|
|
$
|
1,256
|
|
Market Intelligence
3
|
545
|
|
|
457
|
|
|
729
|
|
|||
Platts
4
|
383
|
|
|
326
|
|
|
1,090
|
|
|||
Indices
5
|
563
|
|
|
478
|
|
|
413
|
|
|||
Total reportable segments
|
3,021
|
|
|
2,778
|
|
|
3,488
|
|
|||
Corporate Unallocated
6
|
(231
|
)
|
|
(195
|
)
|
|
(147
|
)
|
|||
Total operating profit
|
$
|
2,790
|
|
|
$
|
2,583
|
|
|
$
|
3,341
|
|
1
|
Revenue for Ratings and expenses for Market Intelligence include an intersegment royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.
|
2
|
Operating profit for the year ended December 31, 2018 includes legal settlement expenses of
$74 million
and employee severance charges of
$8 million
. Operating profit for the year ended December 31, 2017 includes legal settlement expenses of
$55 million
and employee severance charges of
$25 million
. Operating profit for the year ended December 31, 2016 primarily includes a benefit related to net legal settlement insurance recoveries of
$10 million
and employee severance charges of
$6 million
. Additionally, operating profit includes amortization of intangibles from acquisitions of
$2 million
,
$4 million
$5 million
for the years ended December 31,
2018
,
2017
and
2016
, respectively.
|
3
|
Operating profit for the year ended December 31, 2018 includes restructuring charges related to a business disposition and employee severance charges of
$7 million
. Operating profit for the year ended December 31, 2017 includes employee severance charges of
$7 million
, and non-cash disposition-related adjustments of
$4 million
. Operating profit for the year ended December 31, 2016 includes a
$373 million
gain from our dispositions, disposition-related costs of
$43 million
, a technology-related impairment charge of
$24 million
and an acquisition-related cost of
$1 million
. Additionally, operating profit includes amortization of intangibles from acquisitions of
$73 million
,
$71 million
and
$72 million
for the years ended December 31,
2018
,
2017
and
2016
, respectively.
|
4
|
Operating profit for the year ended December 31, 2017 includes non-cash acquisition-related adjustment of
$11 million
, a charge to exit a leased facility of
$6 million
, an asset write-off of
$2 million
, and employee severance charges of
$2 million
. Operating profit for the year ended December 31, 2016 includes a
$728 million
gain from our dispositions and disposition-related costs of
$5 million
. Additionally, Operating profit includes amortization of intangibles from acquisitions of
$18 million
for the years ended December 31, 2018 and 2017 and
$14 million
for the year ended December 31, 2016.
|
5
|
Operating profit includes amortization of intangibles from acquisitions of
$6 million
for the years ended December 31,
2018
,
2017
and
2016
, respectively.
|
6
|
Corporate Unallocated operating loss for the year ended December 31, 2018 includes Kensho retention related expense of
$31 million
, lease impairments of
$11 million
and employee severance charges of
$10 million
. Corporate Unallocated operating loss for the year ended December 31, 2017 includes a charge to exit leased facilities of
$19 million
and employee severance charges of
$10 million
. The year ended December 31, 2016 includes
$3 million
from a disposition-related reserve release. Additionally, Corporate Unallocated operating loss includes amortization of intangibles from acquisitions of
$23 million
for the year December 31, 2018.
|
(in millions)
|
Depreciation & Amortization
|
|
Capital Expenditures
|
||||||||||||||||||||
|
2018
|
2017
|
2016
|
|
2018
|
2017
|
2016
|
||||||||||||||||
Ratings
|
$
|
32
|
|
|
$
|
34
|
|
|
$
|
34
|
|
|
$
|
42
|
|
|
$
|
45
|
|
|
$
|
42
|
|
Market Intelligence
|
99
|
|
|
104
|
|
|
105
|
|
|
30
|
|
|
37
|
|
|
40
|
|
||||||
Platts
|
27
|
|
|
25
|
|
|
26
|
|
|
9
|
|
|
15
|
|
|
17
|
|
||||||
Indices
|
9
|
|
|
8
|
|
|
8
|
|
|
3
|
|
|
3
|
|
|
3
|
|
||||||
Total reportable segments
|
167
|
|
|
171
|
|
|
173
|
|
|
84
|
|
|
100
|
|
|
102
|
|
||||||
Corporate
|
39
|
|
|
9
|
|
|
8
|
|
|
29
|
|
|
23
|
|
|
13
|
|
||||||
Total
|
$
|
206
|
|
|
$
|
180
|
|
|
$
|
181
|
|
|
$
|
113
|
|
|
$
|
123
|
|
|
$
|
115
|
|
(in millions)
|
Total Assets
|
||||||
|
2018
|
|
2017
|
||||
Ratings
|
$
|
680
|
|
|
$
|
788
|
|
Market Intelligence
|
3,606
|
|
|
3,381
|
|
||
Platts
|
787
|
|
|
791
|
|
||
Indices
|
1,443
|
|
|
1,270
|
|
||
Total reportable segments
|
6,516
|
|
|
6,230
|
|
||
Corporate
1
|
2,928
|
|
|
3,190
|
|
||
Assets held for sale
2
|
14
|
|
|
5
|
|
||
Total
|
$
|
9,458
|
|
|
$
|
9,425
|
|
1
|
Corporate assets consist principally of cash and cash equivalents, goodwill and other intangible assets, assets for pension benefits, deferred income taxes and leasehold improvements related to subleased areas.
|
2
|
Includes East Windsor and New Jersey facility as of December 31, 2018 and 2017, respectively.
|
(in millions)
|
Revenue
|
|
Long-lived Assets
|
||||||||||||||||
|
Year ended December 31,
|
|
December 31,
|
||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
||||||||||
U.S.
|
$
|
3,750
|
|
|
$
|
3,658
|
|
|
$
|
3,461
|
|
|
$
|
5,019
|
|
|
$
|
4,285
|
|
European region
|
1,543
|
|
|
1,473
|
|
|
1,330
|
|
|
317
|
|
|
346
|
|
|||||
Asia
|
647
|
|
|
594
|
|
|
575
|
|
|
51
|
|
|
54
|
|
|||||
Rest of the world
|
318
|
|
|
338
|
|
|
295
|
|
|
42
|
|
|
49
|
|
|||||
Total
|
$
|
6,258
|
|
|
$
|
6,063
|
|
|
$
|
5,661
|
|
|
$
|
5,429
|
|
|
$
|
4,734
|
|
|
Revenue
|
|
Long-lived Assets
|
|||||||||||
|
Year ended December 31,
|
|
December 31,
|
|||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|||||
U.S.
|
60
|
%
|
|
60
|
%
|
|
61
|
%
|
|
92
|
%
|
|
91
|
%
|
European region
|
25
|
|
|
24
|
|
|
24
|
|
|
6
|
|
|
7
|
|
Asia
|
10
|
|
|
10
|
|
|
10
|
|
|
1
|
|
|
1
|
|
Rest of the world
|
5
|
|
|
6
|
|
|
5
|
|
|
1
|
|
|
1
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
(in millions)
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Gross rental expense
|
$
|
172
|
|
|
$
|
177
|
|
|
$
|
179
|
|
Less: sublease revenue
|
(17
|
)
|
|
(17
|
)
|
|
(16
|
)
|
|||
Net rental expense
|
$
|
155
|
|
|
$
|
160
|
|
|
$
|
163
|
|
(in millions)
|
Rent
commitment
|
|
Sublease
income
|
|
Net rent
|
||||||
2019
|
$
|
130
|
|
|
$
|
(17
|
)
|
|
$
|
113
|
|
2020
|
102
|
|
|
(3
|
)
|
|
99
|
|
|||
2021
|
85
|
|
|
—
|
|
|
85
|
|
|||
2022
|
75
|
|
|
—
|
|
|
75
|
|
|||
2023
|
67
|
|
|
—
|
|
|
67
|
|
|||
2024 and beyond
|
400
|
|
|
—
|
|
|
400
|
|
|||
Total
|
$
|
859
|
|
|
$
|
(20
|
)
|
|
$
|
839
|
|
(in millions, except per share data)
|
First
quarter
|
|
Second
quarter
|
|
Third
quarter
|
|
Fourth
quarter
|
|
Total
year
|
||||||||||
2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
1,567
|
|
|
$
|
1,609
|
|
|
$
|
1,546
|
|
|
$
|
1,536
|
|
|
$
|
6,258
|
|
Operating profit
|
$
|
711
|
|
|
$
|
672
|
|
|
$
|
704
|
|
|
$
|
704
|
|
|
$
|
2,790
|
|
Net income
|
$
|
534
|
|
|
$
|
501
|
|
|
$
|
535
|
|
|
$
|
551
|
|
|
$
|
2,121
|
|
Net income attributable to S&P Global common shareholders
|
$
|
491
|
|
|
$
|
461
|
|
|
$
|
495
|
|
|
$
|
512
|
|
|
$
|
1,958
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings per share attributable to S&P Global Inc. common shareholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
1.94
|
|
|
$
|
1.83
|
|
|
$
|
1.97
|
|
|
$
|
2.06
|
|
|
$
|
7.80
|
|
Diluted
|
$
|
1.93
|
|
|
$
|
1.82
|
|
|
$
|
1.95
|
|
|
$
|
2.03
|
|
|
$
|
7.73
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
1,453
|
|
|
$
|
1,509
|
|
|
$
|
1,513
|
|
|
$
|
1,589
|
|
|
$
|
6,063
|
|
Operating profit
|
$
|
639
|
|
|
$
|
668
|
|
|
$
|
649
|
|
|
$
|
627
|
|
|
$
|
2,583
|
|
Net income
|
$
|
430
|
|
|
$
|
457
|
|
|
$
|
452
|
|
|
$
|
299
|
|
|
$
|
1,638
|
|
Net income attributable to S&P Global common shareholders
|
$
|
399
|
|
|
$
|
421
|
|
|
$
|
414
|
|
|
$
|
263
|
|
|
$
|
1,496
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings per share attributable to S&P Global Inc. common shareholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
1.54
|
|
|
$
|
1.63
|
|
|
$
|
1.62
|
|
|
1.03
|
|
|
5.84
|
|
||
Diluted
|
$
|
1.53
|
|
|
$
|
1.62
|
|
|
$
|
1.61
|
|
|
1.02
|
|
|
5.78
|
|
|
Statement of Income
|
||||||||||||||||||
|
Year Ended December 31, 2018
|
||||||||||||||||||
(in millions)
|
S&P Global Inc.
|
|
Standard & Poor's Financial Services LLC
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
S&P Global Inc. Consolidated
|
||||||||||
Revenue
|
$
|
776
|
|
|
$
|
1,695
|
|
|
$
|
3,940
|
|
|
$
|
(153
|
)
|
|
$
|
6,258
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating-related expenses
|
127
|
|
|
434
|
|
|
1,293
|
|
|
(153
|
)
|
|
1,701
|
|
|||||
Selling and general expenses
|
183
|
|
|
292
|
|
|
1,086
|
|
|
—
|
|
|
1,561
|
|
|||||
Depreciation
|
37
|
|
|
7
|
|
|
40
|
|
|
—
|
|
|
84
|
|
|||||
Amortization of intangibles
|
—
|
|
|
—
|
|
|
122
|
|
|
—
|
|
|
122
|
|
|||||
Total expenses
|
347
|
|
|
733
|
|
|
2,541
|
|
|
(153
|
)
|
|
3,468
|
|
|||||
Operating profit
|
429
|
|
|
962
|
|
|
1,399
|
|
|
—
|
|
|
2,790
|
|
|||||
Other income, net
|
(27
|
)
|
|
—
|
|
|
2
|
|
|
—
|
|
|
(25
|
)
|
|||||
Interest expense (income), net
|
143
|
|
|
2
|
|
|
(11
|
)
|
|
—
|
|
|
134
|
|
|||||
Non-operating intercompany transactions
|
363
|
|
|
(75
|
)
|
|
(1,872
|
)
|
|
1,584
|
|
|
—
|
|
|||||
(Loss) income before taxes on income
|
(50
|
)
|
|
1,035
|
|
|
3,280
|
|
|
(1,584
|
)
|
|
2,681
|
|
|||||
(Benefit) Provision for taxes on income
|
(14
|
)
|
|
250
|
|
|
324
|
|
|
—
|
|
|
560
|
|
|||||
Equity in net income of subsidiaries
|
3,576
|
|
|
(1
|
)
|
|
—
|
|
|
(3,575
|
)
|
|
—
|
|
|||||
Net income
|
3,540
|
|
|
784
|
|
|
2,956
|
|
|
(5,159
|
)
|
|
2,121
|
|
|||||
Less: net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(163
|
)
|
|
(163
|
)
|
|||||
Net income attributable to S&P Global Inc.
|
$
|
3,540
|
|
|
$
|
784
|
|
|
$
|
2,956
|
|
|
$
|
(5,322
|
)
|
|
$
|
1,958
|
|
Comprehensive income
|
$
|
3,510
|
|
|
$
|
783
|
|
|
$
|
2,884
|
|
|
$
|
(5,159
|
)
|
|
$
|
2,018
|
|
|
Statement of Income
|
||||||||||||||||||
|
Year Ended December 31, 2017
|
||||||||||||||||||
(in millions)
|
S&P Global Inc.
|
|
Standard & Poor's Financial Services LLC
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
S&P Global Inc. Consolidated
|
||||||||||
Revenue
|
$
|
717
|
|
|
$
|
1,780
|
|
|
$
|
3,704
|
|
|
$
|
(138
|
)
|
|
$
|
6,063
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating-related expenses
|
90
|
|
|
482
|
|
|
1,261
|
|
|
(138
|
)
|
|
1,695
|
|
|||||
Selling and general expenses
|
196
|
|
|
345
|
|
|
1,064
|
|
|
—
|
|
|
1,605
|
|
|||||
Depreciation
|
31
|
|
|
11
|
|
|
40
|
|
|
—
|
|
|
82
|
|
|||||
Amortization of intangibles
|
—
|
|
|
—
|
|
|
98
|
|
|
—
|
|
|
98
|
|
|||||
Total expenses
|
317
|
|
|
838
|
|
|
2,463
|
|
|
(138
|
)
|
|
3,480
|
|
|||||
Operating profit
|
400
|
|
|
942
|
|
|
1,241
|
|
|
—
|
|
|
2,583
|
|
|||||
Other income, net
|
(16
|
)
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
(27
|
)
|
|||||
Interest expense (income), net
|
163
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
149
|
|
|||||
Non-operating intercompany transactions
|
365
|
|
|
(77
|
)
|
|
(2,463
|
)
|
|
2,175
|
|
|
—
|
|
|||||
(Loss) income before taxes on income
|
(112
|
)
|
|
1,019
|
|
|
3,729
|
|
|
(2,175
|
)
|
|
2,461
|
|
|||||
Provision for taxes on income
|
26
|
|
|
370
|
|
|
427
|
|
|
—
|
|
|
823
|
|
|||||
Equity in net income of subsidiaries
|
3,808
|
|
|
—
|
|
|
—
|
|
|
(3,808
|
)
|
|
—
|
|
|||||
Net income
|
3,670
|
|
|
649
|
|
|
3,302
|
|
|
(5,983
|
)
|
|
1,638
|
|
|||||
Less: net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(142
|
)
|
|
(142
|
)
|
|||||
Net income attributable to S&P Global Inc.
|
$
|
3,670
|
|
|
$
|
649
|
|
|
$
|
3,302
|
|
|
$
|
(6,125
|
)
|
|
$
|
1,496
|
|
Comprehensive income
|
$
|
3,694
|
|
|
$
|
649
|
|
|
$
|
3,401
|
|
|
$
|
(5,982
|
)
|
|
$
|
1,762
|
|
|
Statement of Income
|
||||||||||||||||||
|
Year Ended December 31, 2016
|
||||||||||||||||||
(in millions)
|
S&P Global Inc.
|
|
Standard & Poor's Financial Services LLC
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
S&P Global Inc. Consolidated
|
||||||||||
Revenue
|
$
|
667
|
|
|
$
|
1,513
|
|
|
$
|
3,607
|
|
|
$
|
(126
|
)
|
|
$
|
5,661
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating-related expenses
|
114
|
|
|
451
|
|
|
1,334
|
|
|
(126
|
)
|
|
1,773
|
|
|||||
Selling and general expenses
|
128
|
|
|
243
|
|
|
1,096
|
|
|
—
|
|
|
1,467
|
|
|||||
Depreciation
|
38
|
|
|
9
|
|
|
38
|
|
|
—
|
|
|
85
|
|
|||||
Amortization of intangibles
|
—
|
|
|
—
|
|
|
96
|
|
|
—
|
|
|
96
|
|
|||||
Total expenses
|
280
|
|
|
703
|
|
|
2,564
|
|
|
(126
|
)
|
|
3,421
|
|
|||||
Gain on disposition
|
(1,072
|
)
|
|
—
|
|
|
(29
|
)
|
|
—
|
|
|
(1,101
|
)
|
|||||
Operating profit
|
1,459
|
|
|
810
|
|
|
1,072
|
|
|
—
|
|
|
3,341
|
|
|||||
Other income, net
|
(20
|
)
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(28
|
)
|
|||||
Interest expense (income), net
|
191
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
181
|
|
|||||
Non-operating intercompany transactions
|
356
|
|
|
(83
|
)
|
|
(941
|
)
|
|
668
|
|
|
—
|
|
|||||
Income before taxes on income
|
932
|
|
|
893
|
|
|
2,031
|
|
|
(668
|
)
|
|
3,188
|
|
|||||
Provision for taxes on income
|
275
|
|
|
420
|
|
|
265
|
|
|
—
|
|
|
960
|
|
|||||
Equity in net income of subsidiaries
|
2,412
|
|
|
294
|
|
|
—
|
|
|
(2,706
|
)
|
|
—
|
|
|||||
Net income
|
3,069
|
|
|
767
|
|
|
1,766
|
|
|
(3,374
|
)
|
|
2,228
|
|
|||||
Less: net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(122
|
)
|
|
(122
|
)
|
|||||
Net income attributable to S&P Global Inc.
|
$
|
3,069
|
|
|
$
|
767
|
|
|
$
|
1,766
|
|
|
$
|
(3,496
|
)
|
|
$
|
2,106
|
|
Comprehensive income
|
$
|
3,099
|
|
|
$
|
767
|
|
|
$
|
1,563
|
|
|
$
|
(3,374
|
)
|
|
$
|
2,055
|
|
|
Balance Sheet
|
||||||||||||||||||
|
December 31, 2018
|
||||||||||||||||||
(in millions)
|
S&P Global Inc.
|
|
Standard & Poor's Financial Services LLC
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
S&P Global Inc. Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
694
|
|
|
$
|
—
|
|
|
$
|
1,223
|
|
|
$
|
—
|
|
|
$
|
1,917
|
|
Restricted cash
|
—
|
|
|
—
|
|
|
41
|
|
|
—
|
|
|
41
|
|
|||||
Accounts receivable, net of allowance for doubtful accounts
|
163
|
|
|
109
|
|
|
1,177
|
|
|
—
|
|
|
1,449
|
|
|||||
Intercompany receivable
|
550
|
|
|
2,138
|
|
|
2,873
|
|
|
(5,561
|
)
|
|
—
|
|
|||||
Prepaid and other current assets
|
58
|
|
|
3
|
|
|
136
|
|
|
—
|
|
|
197
|
|
|||||
Total current assets
|
1,465
|
|
|
2,250
|
|
|
5,450
|
|
|
(5,561
|
)
|
|
3,604
|
|
|||||
Property and equipment, net of accumulated depreciation
|
192
|
|
|
—
|
|
|
78
|
|
|
—
|
|
|
270
|
|
|||||
Goodwill
|
261
|
|
|
—
|
|
|
3,265
|
|
|
9
|
|
|
3,535
|
|
|||||
Other intangible assets, net
|
—
|
|
|
—
|
|
|
1,524
|
|
|
—
|
|
|
1,524
|
|
|||||
Investments in subsidiaries
|
8,599
|
|
|
6
|
|
|
8,030
|
|
|
(16,635
|
)
|
|
—
|
|
|||||
Intercompany loans receivable
|
130
|
|
|
—
|
|
|
1,643
|
|
|
(1,773
|
)
|
|
—
|
|
|||||
Other non-current assets
|
194
|
|
|
45
|
|
|
286
|
|
|
—
|
|
|
525
|
|
|||||
Total assets
|
$
|
10,841
|
|
|
$
|
2,301
|
|
|
$
|
20,276
|
|
|
$
|
(23,960
|
)
|
|
$
|
9,458
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
89
|
|
|
$
|
15
|
|
|
$
|
107
|
|
|
$
|
—
|
|
|
$
|
211
|
|
Intercompany payable
|
4,453
|
|
|
32
|
|
|
1,076
|
|
|
(5,561
|
)
|
|
—
|
|
|||||
Accrued compensation and contributions to retirement plans
|
125
|
|
|
33
|
|
|
196
|
|
|
—
|
|
|
354
|
|
|||||
Income taxes currently payable
|
1
|
|
|
—
|
|
|
71
|
|
|
—
|
|
|
72
|
|
|||||
Unearned revenue
|
240
|
|
|
235
|
|
|
1,166
|
|
|
—
|
|
|
1,641
|
|
|||||
Accrued legal settlements
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Other current liabilities
|
180
|
|
|
16
|
|
|
154
|
|
|
—
|
|
|
350
|
|
|||||
Total current liabilities
|
5,088
|
|
|
331
|
|
|
2,771
|
|
|
(5,561
|
)
|
|
2,629
|
|
|||||
Long-term debt
|
3,662
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,662
|
|
|||||
Intercompany loans payable
|
114
|
|
|
—
|
|
|
1,659
|
|
|
(1,773
|
)
|
|
—
|
|
|||||
Pension and other postretirement benefits
|
162
|
|
|
—
|
|
|
67
|
|
|
—
|
|
|
229
|
|
|||||
Other non-current liabilities
|
166
|
|
|
75
|
|
|
393
|
|
|
—
|
|
|
634
|
|
|||||
Total liabilities
|
9,192
|
|
|
406
|
|
|
4,890
|
|
|
(7,334
|
)
|
|
7,154
|
|
|||||
Redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
1,620
|
|
|
1,620
|
|
|||||
Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Common stock
|
294
|
|
|
—
|
|
|
2,279
|
|
|
(2,279
|
)
|
|
294
|
|
|||||
Additional paid-in capital
|
72
|
|
|
618
|
|
|
9,784
|
|
|
(9,641
|
)
|
|
833
|
|
|||||
Retained income
|
12,622
|
|
|
1,277
|
|
|
3,824
|
|
|
(6,439
|
)
|
|
11,284
|
|
|||||
Accumulated other comprehensive loss
|
(299
|
)
|
|
—
|
|
|
(489
|
)
|
|
46
|
|
|
(742
|
)
|
|||||
Less: common stock in treasury
|
(11,040
|
)
|
|
—
|
|
|
(13
|
)
|
|
12
|
|
|
(11,041
|
)
|
|||||
Total equity - controlling interests
|
1,649
|
|
|
1,895
|
|
|
15,385
|
|
|
(18,301
|
)
|
|
628
|
|
|||||
Total equity - noncontrolling interests
|
—
|
|
|
—
|
|
|
1
|
|
|
55
|
|
|
56
|
|
|||||
Total equity
|
1,649
|
|
|
1,895
|
|
|
15,386
|
|
|
(18,246
|
)
|
|
684
|
|
|||||
Total liabilities and equity
|
$
|
10,841
|
|
|
$
|
2,301
|
|
|
$
|
20,276
|
|
|
$
|
(23,960
|
)
|
|
$
|
9,458
|
|
|
Balance Sheet
|
||||||||||||||||||
|
December 31, 2017
|
||||||||||||||||||
(in millions)
|
S&P Global Inc.
|
|
Standard & Poor's Financial Services LLC
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
S&P Global Inc. Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
632
|
|
|
$
|
—
|
|
|
$
|
2,145
|
|
|
$
|
—
|
|
|
$
|
2,777
|
|
Restricted cash
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|||||
Accounts receivable, net of allowance for doubtful accounts
|
138
|
|
|
152
|
|
|
1,029
|
|
|
—
|
|
|
1,319
|
|
|||||
Intercompany receivable
|
768
|
|
|
1,784
|
|
|
2,527
|
|
|
(5,079
|
)
|
|
—
|
|
|||||
Prepaid and other current assets
|
143
|
|
|
(3
|
)
|
|
86
|
|
|
—
|
|
|
226
|
|
|||||
Total current assets
|
1,681
|
|
|
1,933
|
|
|
5,789
|
|
|
(5,079
|
)
|
|
4,324
|
|
|||||
Property and equipment, net of accumulated depreciation
|
158
|
|
|
10
|
|
|
107
|
|
|
—
|
|
|
275
|
|
|||||
Goodwill
|
261
|
|
|
—
|
|
|
2,719
|
|
|
9
|
|
|
2,989
|
|
|||||
Other intangible assets, net
|
—
|
|
|
—
|
|
|
1,388
|
|
|
—
|
|
|
1,388
|
|
|||||
Investments in subsidiaries
|
8,364
|
|
|
5
|
|
|
8,028
|
|
|
(16,397
|
)
|
|
—
|
|
|||||
Intercompany loans receivable
|
116
|
|
|
—
|
|
|
1,699
|
|
|
(1,815
|
)
|
|
—
|
|
|||||
Other non-current assets
|
215
|
|
|
61
|
|
|
174
|
|
|
(1
|
)
|
|
449
|
|
|||||
Total assets
|
$
|
10,795
|
|
|
$
|
2,009
|
|
|
$
|
19,904
|
|
|
$
|
(23,283
|
)
|
|
$
|
9,425
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
79
|
|
|
$
|
23
|
|
|
$
|
93
|
|
|
$
|
—
|
|
|
$
|
195
|
|
Intercompany payable
|
3,433
|
|
|
492
|
|
|
1,154
|
|
|
(5,079
|
)
|
|
—
|
|
|||||
Accrued compensation and contributions to retirement plans
|
145
|
|
|
86
|
|
|
241
|
|
|
—
|
|
|
472
|
|
|||||
Short-term debt
|
399
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
399
|
|
|||||
Income taxes currently payable
|
2
|
|
|
—
|
|
|
75
|
|
|
—
|
|
|
77
|
|
|||||
Unearned revenue
|
293
|
|
|
193
|
|
|
1,127
|
|
|
—
|
|
|
1,613
|
|
|||||
Accrued legal settlements
|
—
|
|
|
2
|
|
|
105
|
|
|
—
|
|
|
107
|
|
|||||
Other current liabilities
|
136
|
|
|
21
|
|
|
194
|
|
|
—
|
|
|
351
|
|
|||||
Total current liabilities
|
4,487
|
|
|
817
|
|
|
2,989
|
|
|
(5,079
|
)
|
|
3,214
|
|
|||||
Long-term debt
|
3,170
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,170
|
|
|||||
Intercompany loans payable
|
101
|
|
|
—
|
|
|
1,715
|
|
|
(1,816
|
)
|
|
—
|
|
|||||
Pension and other postretirement benefits
|
180
|
|
|
—
|
|
|
64
|
|
|
—
|
|
|
244
|
|
|||||
Other non-current liabilities
|
376
|
|
|
74
|
|
|
229
|
|
|
—
|
|
|
679
|
|
|||||
Total liabilities
|
8,314
|
|
|
891
|
|
|
4,997
|
|
|
(6,895
|
)
|
|
7,307
|
|
|||||
Redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
1,352
|
|
|
1,352
|
|
|||||
Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Common stock
|
412
|
|
|
—
|
|
|
2,318
|
|
|
(2,318
|
)
|
|
412
|
|
|||||
Additional paid-in capital
|
(216
|
)
|
|
602
|
|
|
9,256
|
|
|
(9,117
|
)
|
|
525
|
|
|||||
Retained income
|
12,156
|
|
|
516
|
|
|
3,782
|
|
|
(6,431
|
)
|
|
10,023
|
|
|||||
Accumulated other comprehensive loss
|
(269
|
)
|
|
—
|
|
|
(426
|
)
|
|
46
|
|
|
(649
|
)
|
|||||
Less: common stock in treasury
|
(9,602
|
)
|
|
—
|
|
|
(23
|
)
|
|
23
|
|
|
(9,602
|
)
|
|||||
Total equity - controlling interests
|
2,481
|
|
|
1,118
|
|
|
14,907
|
|
|
(17,797
|
)
|
|
709
|
|
|||||
Total equity - noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
57
|
|
|
57
|
|
|||||
Total equity
|
2,481
|
|
|
1,118
|
|
|
14,907
|
|
|
(17,740
|
)
|
|
766
|
|
|||||
Total liabilities and equity
|
$
|
10,795
|
|
|
$
|
2,009
|
|
|
$
|
19,904
|
|
|
$
|
(23,283
|
)
|
|
$
|
9,425
|
|
|
Statement of Cash Flows
|
||||||||||||||||||
|
Year Ended December 31, 2018
|
||||||||||||||||||
(in millions)
|
S&P Global
Inc.
|
|
Standard & Poor's Financial Services LLC
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
S&P Global
Inc. Consolidated
|
||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
3,540
|
|
|
$
|
784
|
|
|
$
|
2,956
|
|
|
$
|
(5,159
|
)
|
|
$
|
2,121
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation
|
37
|
|
|
7
|
|
|
40
|
|
|
—
|
|
|
84
|
|
|||||
Amortization of intangibles
|
—
|
|
|
—
|
|
|
122
|
|
|
—
|
|
|
122
|
|
|||||
Provision for losses on accounts receivable
|
3
|
|
|
4
|
|
|
14
|
|
|
—
|
|
|
21
|
|
|||||
Deferred income taxes
|
33
|
|
|
10
|
|
|
38
|
|
|
—
|
|
|
81
|
|
|||||
Stock-based compensation
|
28
|
|
|
16
|
|
|
50
|
|
|
—
|
|
|
94
|
|
|||||
Accrued legal settlements
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Other
|
46
|
|
|
5
|
|
|
1
|
|
|
—
|
|
|
52
|
|
|||||
Changes in operating assets and liabilities, net of effect of acquisitions and dispositions:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts receivable
|
(27
|
)
|
|
39
|
|
|
(176
|
)
|
|
—
|
|
|
(164
|
)
|
|||||
Prepaid and other current assets
|
(2
|
)
|
|
(4
|
)
|
|
5
|
|
|
—
|
|
|
(1
|
)
|
|||||
Accounts payable and accrued expenses
|
(11
|
)
|
|
(64
|
)
|
|
(31
|
)
|
|
—
|
|
|
(106
|
)
|
|||||
Unearned revenue
|
(53
|
)
|
|
13
|
|
|
110
|
|
|
—
|
|
|
70
|
|
|||||
Accrued legal settlements
|
—
|
|
|
—
|
|
|
(108
|
)
|
|
—
|
|
|
(108
|
)
|
|||||
Other current liabilities
|
(22
|
)
|
|
(11
|
)
|
|
(34
|
)
|
|
—
|
|
|
(67
|
)
|
|||||
Net change in prepaid/accrued income taxes
|
2
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(7
|
)
|
|||||
Net change in other assets and liabilities
|
(128
|
)
|
|
32
|
|
|
(33
|
)
|
|
—
|
|
|
(129
|
)
|
|||||
Cash provided by operating activities
|
3,446
|
|
|
832
|
|
|
2,945
|
|
|
(5,159
|
)
|
|
2,064
|
|
|||||
Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
(81
|
)
|
|
(16
|
)
|
|
(16
|
)
|
|
—
|
|
|
(113
|
)
|
|||||
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(401
|
)
|
|
—
|
|
|
(401
|
)
|
|||||
Proceeds from dispositions
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
|||||
Changes in short-term investments
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||||
Cash used for investing activities
|
(81
|
)
|
|
(16
|
)
|
|
(416
|
)
|
|
—
|
|
|
(513
|
)
|
|||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from issuance of senior notes, net
|
489
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
489
|
|
|||||
Payments on senior notes
|
(403
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(403
|
)
|
|||||
Dividends paid to shareholders
|
(503
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(503
|
)
|
|||||
Distributions to noncontrolling interest holders
|
—
|
|
|
—
|
|
|
(154
|
)
|
|
—
|
|
|
(154
|
)
|
|||||
Repurchase of treasury shares
|
(1,660
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,660
|
)
|
|||||
Exercise of stock options
|
26
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
34
|
|
|||||
Purchase of additional CRISIL shares
|
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
(25
|
)
|
||||||
Employee withholding tax on share-based payments
|
(66
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(66
|
)
|
|||||
Intercompany financing activities
|
(1,181
|
)
|
|
(816
|
)
|
|
(3,162
|
)
|
|
5,159
|
|
|
—
|
|
|||||
Cash used for financing activities
|
(3,298
|
)
|
|
(816
|
)
|
|
(3,333
|
)
|
|
5,159
|
|
|
(2,288
|
)
|
|||||
Effect of exchange rate changes on cash
|
(5
|
)
|
|
—
|
|
|
(79
|
)
|
|
—
|
|
|
(84
|
)
|
|||||
Net change in cash, cash equivalents, and restricted cash
|
62
|
|
|
—
|
|
|
(883
|
)
|
|
—
|
|
|
(821
|
)
|
|||||
Cash, cash equivalents, and restricted cash at beginning of year
|
632
|
|
|
—
|
|
|
2,147
|
|
|
—
|
|
|
2,779
|
|
|||||
Cash, cash equivalents, and restricted cash at end of year
|
$
|
694
|
|
|
$
|
—
|
|
|
$
|
1,264
|
|
|
$
|
—
|
|
|
$
|
1,958
|
|
|
Statement of Cash Flows
|
||||||||||||||||||
|
Year Ended December 31, 2017
|
||||||||||||||||||
(in millions)
|
S&P Global
Inc.
|
|
Standard & Poor's Financial Services LLC
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
S&P Global
Inc. Consolidated
|
||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
3,670
|
|
|
$
|
649
|
|
|
$
|
3,302
|
|
|
$
|
(5,983
|
)
|
|
$
|
1,638
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation
|
31
|
|
|
11
|
|
|
40
|
|
|
—
|
|
|
82
|
|
|||||
Amortization of intangibles
|
—
|
|
|
—
|
|
|
98
|
|
|
—
|
|
|
98
|
|
|||||
Provision for losses on accounts receivable
|
2
|
|
|
3
|
|
|
11
|
|
|
—
|
|
|
16
|
|
|||||
Deferred income taxes
|
108
|
|
|
(10
|
)
|
|
(98
|
)
|
|
—
|
|
|
—
|
|
|||||
Stock-based compensation
|
35
|
|
|
22
|
|
|
42
|
|
|
—
|
|
|
99
|
|
|||||
Accrued legal settlements
|
—
|
|
|
—
|
|
|
55
|
|
|
—
|
|
|
55
|
|
|||||
Other
|
34
|
|
|
19
|
|
|
43
|
|
|
—
|
|
|
96
|
|
|||||
Changes in operating assets and liabilities, net of effect of acquisitions and dispositions:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts receivable
|
(2
|
)
|
|
(23
|
)
|
|
(171
|
)
|
|
—
|
|
|
(196
|
)
|
|||||
Prepaid and other current assets
|
(5
|
)
|
|
3
|
|
|
12
|
|
|
—
|
|
|
10
|
|
|||||
Accounts payable and accrued expenses
|
22
|
|
|
97
|
|
|
(44
|
)
|
|
—
|
|
|
75
|
|
|||||
Unearned revenue
|
19
|
|
|
2
|
|
|
64
|
|
|
—
|
|
|
85
|
|
|||||
Accrued legal settlements
|
—
|
|
|
(1
|
)
|
|
(3
|
)
|
|
—
|
|
|
(4
|
)
|
|||||
Other current liabilities
|
(42
|
)
|
|
(12
|
)
|
|
(31
|
)
|
|
—
|
|
|
(85
|
)
|
|||||
Net change in prepaid/accrued income taxes
|
41
|
|
|
(18
|
)
|
|
9
|
|
|
—
|
|
|
32
|
|
|||||
Net change in other assets and liabilities
|
7
|
|
|
(6
|
)
|
|
14
|
|
|
—
|
|
|
15
|
|
|||||
Cash provided by operating activities
|
3,920
|
|
|
736
|
|
|
3,343
|
|
|
(5,983
|
)
|
|
2,016
|
|
|||||
Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
(55
|
)
|
|
(32
|
)
|
|
(36
|
)
|
|
—
|
|
|
(123
|
)
|
|||||
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(83
|
)
|
|
—
|
|
|
(83
|
)
|
|||||
Proceeds from dispositions
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|||||
Changes in short-term investments
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||||
Cash used for investing activities
|
(55
|
)
|
|
(32
|
)
|
|
(122
|
)
|
|
—
|
|
|
(209
|
)
|
|||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends paid to shareholders
|
(421
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(421
|
)
|
|||||
Distributions to noncontrolling interest holders
|
—
|
|
|
—
|
|
|
(111
|
)
|
|
—
|
|
|
(111
|
)
|
|||||
Repurchase of treasury shares
|
(1,001
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,001
|
)
|
|||||
Exercise of stock options
|
68
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
75
|
|
|||||
Employee withholding tax on share-based payments
|
(49
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49
|
)
|
|||||
Intercompany financing activities
|
(2,546
|
)
|
|
(704
|
)
|
|
(2,733
|
)
|
|
5,983
|
|
|
—
|
|
|||||
Cash used for financing activities
|
(3,949
|
)
|
|
(704
|
)
|
|
(2,837
|
)
|
|
5,983
|
|
|
(1,507
|
)
|
|||||
Effect of exchange rate changes on cash
|
5
|
|
|
—
|
|
|
82
|
|
|
—
|
|
|
87
|
|
|||||
Net change in cash, cash equivalents, and restricted cash
|
(79
|
)
|
|
—
|
|
|
466
|
|
|
—
|
|
|
387
|
|
|||||
Cash, cash equivalents, and restricted cash at beginning of year
|
711
|
|
|
—
|
|
|
1,681
|
|
|
—
|
|
|
2,392
|
|
|||||
Cash, cash equivalents, and restricted cash at end of year
|
$
|
632
|
|
|
$
|
—
|
|
|
$
|
2,147
|
|
|
$
|
—
|
|
|
$
|
2,779
|
|
|
Statement of Cash Flows
|
||||||||||||||||||
|
Year Ended December 31, 2016
|
||||||||||||||||||
(in millions)
|
S&P Global
Inc.
|
|
Standard & Poor's Financial Services LLC
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
S&P Global
Inc. Consolidated
|
||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
3,069
|
|
|
$
|
767
|
|
|
$
|
1,766
|
|
|
$
|
(3,374
|
)
|
|
$
|
2,228
|
|
Adjustments to reconcile net income to cash provided by operating activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation
|
38
|
|
|
9
|
|
|
38
|
|
|
—
|
|
|
85
|
|
|||||
Amortization of intangibles
|
—
|
|
|
—
|
|
|
96
|
|
|
—
|
|
|
96
|
|
|||||
Provision for losses on accounts receivable
|
1
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
9
|
|
|||||
Deferred income taxes
|
16
|
|
|
(9
|
)
|
|
72
|
|
|
—
|
|
|
79
|
|
|||||
Stock-based compensation
|
22
|
|
|
17
|
|
|
37
|
|
|
—
|
|
|
76
|
|
|||||
Gain on disposition
|
(1,072
|
)
|
|
—
|
|
|
(29
|
)
|
|
—
|
|
|
(1,101
|
)
|
|||||
Accrued legal settlements
|
3
|
|
|
1
|
|
|
50
|
|
|
—
|
|
|
54
|
|
|||||
Other
|
48
|
|
|
5
|
|
|
(23
|
)
|
|
—
|
|
|
30
|
|
|||||
Changes in operating assets and liabilities, net of effect of acquisitions and dispositions:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts receivable
|
(24
|
)
|
|
187
|
|
|
(340
|
)
|
|
—
|
|
|
(177
|
)
|
|||||
Prepaid and other current assets
|
(2
|
)
|
|
10
|
|
|
(3
|
)
|
|
—
|
|
|
5
|
|
|||||
Accounts payable and accrued expenses
|
(8
|
)
|
|
(39
|
)
|
|
66
|
|
|
—
|
|
|
19
|
|
|||||
Unearned revenue
|
19
|
|
|
(395
|
)
|
|
483
|
|
|
—
|
|
|
107
|
|
|||||
Accrued legal settlements
|
—
|
|
|
(108
|
)
|
|
(42
|
)
|
|
—
|
|
|
(150
|
)
|
|||||
Other current liabilities
|
(27
|
)
|
|
(27
|
)
|
|
35
|
|
|
—
|
|
|
(19
|
)
|
|||||
Net change in prepaid/accrued income taxes
|
141
|
|
|
—
|
|
|
33
|
|
|
—
|
|
|
174
|
|
|||||
Net change in other assets and liabilities
|
(9
|
)
|
|
38
|
|
|
16
|
|
|
—
|
|
|
45
|
|
|||||
Cash provided by operating activities
|
2,215
|
|
|
456
|
|
|
2,263
|
|
|
(3,374
|
)
|
|
1,560
|
|
|||||
Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
(68
|
)
|
|
(15
|
)
|
|
(32
|
)
|
|
—
|
|
|
(115
|
)
|
|||||
Acquisitions, net of cash acquired
|
(144
|
)
|
|
—
|
|
|
(33
|
)
|
|
—
|
|
|
(177
|
)
|
|||||
Contingent consideration payment
|
—
|
|
|
—
|
|
|
(34
|
)
|
|
—
|
|
|
(34
|
)
|
|||||
Proceeds from dispositions
|
1,422
|
|
|
—
|
|
|
76
|
|
|
—
|
|
|
1,498
|
|
|||||
Changes in short-term investments
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
Cash provided by (used for) investing activities
|
1,210
|
|
|
(15
|
)
|
|
(24
|
)
|
|
—
|
|
|
1,171
|
|
|||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to short-term debt
|
(143
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(143
|
)
|
|||||
Proceeds from issuance of senior notes, net
|
493
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
493
|
|
|||||
Payments on senior notes
|
(421
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(421
|
)
|
|||||
Dividends paid to shareholders
|
(380
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(380
|
)
|
|||||
Distributions to noncontrolling interest holders
|
—
|
|
|
—
|
|
|
(116
|
)
|
|
—
|
|
|
(116
|
)
|
|||||
Repurchase of treasury shares
|
(1,123
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,123
|
)
|
|||||
Exercise of stock options
|
86
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
88
|
|
|||||
Contingent consideration payment
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||
Employee withholding tax on share-based payments
|
(55
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(55
|
)
|
|||||
Intercompany financing activities
|
(1,333
|
)
|
|
(441
|
)
|
|
(1,600
|
)
|
|
3,374
|
|
|
—
|
|
|||||
Cash used for financing activities
|
(2,881
|
)
|
|
(441
|
)
|
|
(1,714
|
)
|
|
3,374
|
|
|
(1,662
|
)
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(158
|
)
|
|
—
|
|
|
(158
|
)
|
|||||
Net change in cash, cash equivalents, and restricted cash
|
544
|
|
|
—
|
|
|
367
|
|
|
—
|
|
|
911
|
|
|||||
Cash, cash equivalents, and restricted cash at beginning of year
|
167
|
|
|
—
|
|
|
1,314
|
|
|
—
|
|
|
1,481
|
|
|||||
Cash, cash equivalents, and restricted cash at end of year
|
$
|
711
|
|
|
$
|
—
|
|
|
$
|
1,681
|
|
|
$
|
—
|
|
|
$
|
2,392
|
|
1.
|
Management is responsible for establishing and maintaining adequate internal control over financial reporting.
|
2.
|
Management has evaluated the system of internal control using the Committee of Sponsoring Organizations of the Treadway Commission 2013 framework (“COSO 2013 framework”). Management has selected the COSO 2013 framework for its evaluation as it is a control framework recognized by the SEC and the Public Company Accounting Oversight Board that is free from bias, permits reasonably consistent qualitative and quantitative measurement of our internal controls, is sufficiently complete so that relevant controls are not omitted and is relevant to an evaluation of internal controls over financial reporting.
|
3.
|
Based on management’s evaluation under this framework, management has concluded that our internal controls over financial reporting were effective as of
December 31, 2018
. There are no material weaknesses in our internal control over financial reporting that have been identified by management.
|
4.
|
Our independent registered public accounting firm, Ernst & Young LLP, has audited our consolidated financial statements for the year ended
December 31, 2018
, and has issued their reports on the financial statements and the effectiveness of our internal control over financial reporting. These reports are located on pages 55 and 56 of this Annual Report on Form 10-K.
|
•
|
Code of Business Ethics for all employees;
|
•
|
Code of Business Conduct and Ethics for Directors;
|
•
|
Employee Complaint Procedures (Accounting and Auditing Matters);
|
•
|
Certificate of Incorporation;
|
•
|
By-Laws;
|
•
|
Corporate Governance Guidelines;
|
•
|
Audit Committee Charter;
|
•
|
Compensation and Leadership Development Committee Charter;
|
•
|
Nominating and Corporate Governance Committee Charter;
|
•
|
Financial Policy Committee Charter; and
|
•
|
Executive Committee Charter.
|
|
Equity Compensation Plans’ Information
|
|
||||||||
|
(a)
|
|
(b)
|
|
(c)
|
|
||||
Plan category
|
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
|
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
|
|
||||
Equity compensation plans approved by security holders
|
1,652,682
|
|
1
|
$
|
47.92
|
|
|
33,293,160
|
|
2,3
|
1
|
Shares to be issued upon exercise of outstanding options under our Stock Incentive Plans.
|
2
|
Included in this number are
32,622
shares reserved for issuance under the Director Deferred Stock Ownership Plan. The remaining
33,260,538
shares are reserved for issuance under the 2002 Stock Incentive Plan (the “2002 Plan”) for Performance Stock, Restricted Stock, Other Stock-Based Awards, Stock Options and Stock Appreciation Rights.
|
3
|
Under the terms of the 2002 Plan, shares subject to an award or shares paid in settlement of a dividend equivalent reduce the number of shares available under the 2002 Plan by one share for each such share granted or paid.
|
•
|
forfeited, cancelled, settled in cash or property other than stock, or otherwise not distributable under the 2002 Plan;
|
•
|
tendered or withheld to pay the exercise or purchase price of an award under the 2002 Plan or to satisfy applicable wage or other required tax withholding in connection with the exercise, vesting or payment of, or other event related to, an award under the 2002 Plan; or
|
•
|
repurchased by us with the option proceeds in respect of the exercise of a stock option under the 2002 Plan.
|
1.
|
Financial Statements
|
•
|
Reports of Independent Registered Public Accounting Firm
|
•
|
Consolidated Statements of Income for the three years ended
December 31, 2018
|
•
|
Consolidated Statements of Comprehensive Income for the three years ended
December 31, 2018
|
•
|
Consolidated Balance Sheets as of
December 31, 2018
and
2017
|
•
|
Consolidated Statements of Cash Flows for the three years ended
December 31, 2018
|
•
|
Consolidated Statements of Equity for the three years ended
December 31, 2018
|
•
|
Notes to the Consolidated Financial Statements
|
2.
|
Financial Schedule
|
•
|
Schedule II—Valuation and Qualifying Accounts
|
3.
|
Exhibits – The exhibits filed as part of this Annual Report on Form 10-K are listed in the Exhibit Index immediately preceding such Exhibits, and such Exhibit Index is incorporated herein by reference.
|
Additions/(deductions)
|
Balance at
beginning of
year
|
|
Net charges
to income
|
|
Deductions and other
1
|
|
Balance at end
of year
|
||||||||
Year ended December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
33
|
|
|
$
|
21
|
|
|
$
|
(20
|
)
|
|
$
|
34
|
|
|
|
|
|
|
|
|
|
||||||||
Year ended December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
28
|
|
|
$
|
15
|
|
|
$
|
(11
|
)
|
|
$
|
33
|
|
|
|
|
|
|
|
|
|
||||||||
Year ended December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
37
|
|
|
$
|
8
|
|
|
$
|
(17
|
)
|
|
$
|
28
|
|
1
|
Primarily includes uncollectible accounts written off, net of recoveries, impact of acquisitions and divestitures and adjustments for foreign currency translation.
|
|
S&P Global Inc.
|
Registrant
|
|
By:
|
|
/s/ Douglas L. Peterson
|
Douglas L. Peterson
|
President and Chief Executive Officer
|
|
/s/ Douglas L. Peterson
|
Douglas L. Peterson
|
President and Chief Executive Officer and Director
|
|
/s/ Ewout L. Steenbergen
|
Ewout L. Steenbergen
|
Executive Vice President and Chief Financial Officer
|
|
/s/ Christopher F. Craig
|
Christopher F. Craig
|
Senior Vice President and Corporate Controller
|
|
/s/ Charles E. Haldeman, Jr.
|
Charles E. Haldeman, Jr.
|
Chairman of the Board and Director
|
|
/s/
Marco Alverà
|
Marco Alverà
|
Director
|
|
/s/ William D. Green
|
William D. Green
|
Director
|
|
/s/ Stephanie C. Hill
|
Stephanie C. Hill
|
Director
|
|
/s/
Rebecca Jacoby
|
Rebecca Jacoby
|
Director
|
|
/s/
Monique F. Leroux
|
Monique F. Leroux
|
Director
|
|
/s/
Maria R. Morris
|
Maria R. Morris
|
Director
|
|
/s/ Sir Michael Rake
|
Sir Michael Rake
|
Director
|
|
/s/
Edward B. Rust, Jr.
|
Edward B. Rust, Jr.
|
Director
|
|
/s/
Kurt L. Schmoke
|
Kurt L. Schmoke
|
Director
|
|
/s/
Richard E. Thornburgh
|
Richard E. Thornburgh
|
Director
|
(4.12)
|
|
Form of 2.950% Senior Note due 2027
, incorporated by reference from the Registrant's Form 8-K filed on September 22, 2016.
|
|
|
|
(4.13)
|
|
Form of 4.500% Senior Note due 2048 (included in Ex. 4.2 of the referenced Form 8-K)
, incorporated by reference from the Registrant's Form 8-K filed May 17, 2018.
|
|
|
|
(10.1
|
)
|
Form of Indemnification Agreement between Registrant and each of its directors and certain of its executive officers
, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2004.
|
|
|
|
(10.2)*
|
|
Registrant’s 2002 Stock Incentive Plan, as amended and restated as of January 1, 2016
, incorporated by reference from the Registrant’s Form 10-Q filed April 26, 2016.
|
|
|
|
(10.3)*
|
|
Form of Performance Share Unit Terms and Conditions
, incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2014.
|
|
|
|
(10.4)*
|
|
Form of Performance Share Unit Terms and Conditions
, as incorporated by reference from the Registrant’s Form 10-Q filed on April 28, 2015.
|
|
|
|
(10.5)*
|
|
Form of Performance Share Unit Terms and Conditions
, incorporated by reference from the Registrant's Form 10-Q filed on April 26, 2016.
|
|
|
|
(10.6)*
|
|
Form of Performance Share Unit Terms and Conditions
, incorporated by reference from the Registrant's Form 10-Q filed on April 26, 2017.
|
|
|
|
(10.7)*
|
|
Form of Performance Share Unit Terms and Conditions
, incorporated by reference from the Registrant's Form 10-Q filed on April 26, 2018.
|
|
|
|
(10.8)*
|
|
Form of Restricted Stock Unit Award Terms and Conditions
, as incorporated by reference from the Registrant’s Form 10-Q filed on April 28, 2015.
|
|
|
|
(10.9)*
|
|
Form of Restricted Stock Unit Award Terms and Conditions
, incorporated by reference from the Registrant's Form 10-Q filed on April 26, 2016.
|
|
|
|
(10.10)*
|
|
Form of Restricted Stock Unit Award Terms and Conditions
, incorporated by reference from the Registrant's Form 10-Q filed on April 26, 2017.
|
|
|
|
(10.11)*
|
|
Form of Restricted Stock Unit Award Terms and Conditions
, incorporated by reference from the Registrant's Form 10-Q filed on April 26, 2018.
|
|
|
|
(10.12)*
|
|
Form of Restricted Stock Unit Award - Tranche Vesting Terms and Conditions
, incorporated by reference from the Registrant's Form 10-Q filed on April 26, 2018.
|
|
|
|
(10.13)*
|
|
Form of Stock Option Award
, incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2013.
|
|
|
|
(10.14)*
|
|
Registrant’s Key Executive Short-Term Incentive Deferred Compensation Plan, as amended and restated as of January 1, 2008
, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2007.
|
|
|
|
(10.15)*
|
|
Resolutions terminating deferrals under the Key Executive Short-Term Deferred Compensation Plan
, dated October 23, 2014, incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2014.
|
|
|
|
(10.16)*
|
|
Registrant’s Key Executive Short Term Incentive Compensation Plan, as amended effective January 1, 2016
, incorporated by reference from Registrant’s Form 10-Q filed November 3, 2016.
|
|
|
|
(10.17)*
|
|
Registrant’s Key Executive Short Term Incentive Compensation Plan, as amended effective January 1, 2017
, incorporated by reference from Registrant’s Form 10-Q filed October 26, 2017.
|
|
|
(10.36)*
|
|
Registrant's Director Retirement Plan, incorporated by reference from Registrant’s Form SE filed March 29, 1990 in connection with Registrant’s Form 10-K for the fiscal year ended December 31, 1989.
|
|
|
|
(10.37)*
|
|
Resolutions Freezing Existing Benefits and Terminating Additional Benefits under Registrant’s Directors Retirement Plan, as adopted on January 31, 1996, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 1996.
|
|
|
|
(10.38)*
|
|
Registrant’s Director Deferred Compensation Plan, as amended and restated as of January 1, 2008
, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2007.
|
|
|
|
(10.39)*
|
|
Registrant’s Director Deferred Stock Ownership Plan
, incorporated by reference from Registrant’s Form 10-K for the fiscal year ended December 31, 2010.
|
|
|
|
(10.40)*
|
|
Registrant’s Director Deferred Stock Ownership Plan as Amended and Restated effective January 1, 2017
, incorporated by reference from Registrant’s Form 10-Q filed July 27, 2017.
|
|
|
|
(10.41)*
|
|
Amendment dated December 9, 2011 to offer letter dated November 2, 2010 to Jack F. Callahan, Jr., Executive Vice President and Chief Financial Officer
, incorporated from the Registrant's Form 10-K for the fiscal year ended December 31, 2011.
|
|
|
|
(10.42)*
|
|
Amendment dated December 9, 2011 to offer letter dated October 27, 2010 to John L. Berisford, Executive Vice President, Human Resources
, incorporated from the Registrant's Form 10-K for the fiscal year ended December 31, 2011.
|
|
|
|
(10.43)*
|
|
Letter Agreement, dated July 11, 2013, with Harold McGraw III regarding his compensation arrangement for serving as Non-Executive Chairman of the Board
, incorporated by reference from Registrant’s Form 8-K filed July 11, 2013.
|
|
|
|
(10.44)*
|
|
Separation Agreement dated September 24, 2015 between the Company and Neeraj Sahai
, as incorporated by reference from the Registrant’s Registration Statement on Form S-4 filed on October 30, 2015.
|
|
|
|
(10.45)*
|
|
Letter Agreement dated February 18, 2016, with Imogen Dillon Hatcher regarding certain amendments to her Contract of Employment with McGraw-Hill International (U.K.) Limited, dated November 27, 2013
, incorporated by reference from the Registrant's Form 10-Q filed on April 26, 2016.
|
|
|
|
(10.46)*
|
|
Separation Agreement and Release dated October 30, 2015 between the Company and Lucy Fato
, incorporated by reference from the Registrant's Form 10-Q filed on April 26, 2016.
|
|
|
|
(10.47)*
|
|
Registrant’s Pay Recovery Policy, restated effective as of January 1, 2015
, incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2014.
|
|
|
|
(10.48)*
|
|
S&P Ratings Services Pay Recovery Policy, effective as of October 1, 2014
, incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2014.
|
|
|
|
(10.49)
|
|
Settlement Agreement dated February 2, 2015 among the Company, Standard & Poor's Financial Services LLC, the United States, acting through the Department of Justice, and various States and the District of Columbia, acting through their respective Attorneys General
, incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2014.
|
|
|
|
(10.50)
|
|
S&P Dow Jones Indices 2014 Long-Term Cash Incentive Compensation Plan dated April 1, 2014
, incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2017.
|
|
|
|
(10.51)
|
|
S&P Dow Jones Indices 2014 Long-Term Cash Incentive Compensation Plan dated April 11, 2017
, incorporated by reference from the Registrant's Form 10-Q filed on April 26, 2017.
|
|
|
|
(10.52)
|
|
S&P Dow Jones Indices 2014 Long-Term Cash Incentive Compensation Plan dated April 5, 2018
, incorporated by reference from the Registrant's Form 10-Q filed on April 26, 2018.
|
|
|
|
(10.53)
|
|
S&P Global Inc. Management Supplemental Death & Disability Benefits Plan, Amended and Restated January 1, 2018
, incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2017.
|
|
|
(21)
|
|
|
|
|
|
(23)
|
|
|
|
|
|
(31.1)
|
|
|
|
|
|
(31.2)
|
|
|
|
|
|
(32)
|
|
|
|
|
|
(101.INS)
|
|
XBRL Instance Document
|
|
|
|
(101.SCH)
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
(101.CAL)
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
(101.LAB)
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
(101.PRE)
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
|
(101.DEF)
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
|
(101.LAB)
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
(101.PRE)
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
|
(101.DEF)
|
|
XBRL Taxonomy Extension Definition Linkbase
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
No Customers Found
Suppliers
Supplier name | Ticker |
---|---|
Cisco Systems, Inc. | CSCO |
Motorola Solutions, Inc. | MSI |
Veritiv Corporation | VRTV |
R. R. Donnelley & Sons Company | RRD |
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|