S&P GLOBAL INC.
10-Qs and 10-Ks
PROXIES
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the quarterly period ended
March 31, 2023
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the transition period from
to
Commission File Number:
1-1023
(Exact name of registrant as specified in its charter)
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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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Registrant’s telephone number, including area code:
212
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438-1000
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
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No
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Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes
☑
No
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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☐ | Accelerated filer | ☐ | Non-accelerated filer |
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Smaller reporting company
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E
merging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES
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NO
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As of April 21, 2023 (latest practicable date),
320.8
million shares of the issuer's classes of common stock (par value $1.00 per share) were outstanding excluding
7.2 million
outstanding common shares held by the Markit Group Holdings Limited Employee Benefit Trust.
1
S&P Global Inc.
INDEX
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Item 6. Exhibits
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2
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of S&P Global Inc.
Results of Review of Interim Financial Statements
We have reviewed the accompanying consolidated balance sheet of S&P Global Inc. (and subsidiaries) (the Company) as of March 31, 2023, the related consolidated statements of income, comprehensive income, and equity for the three month periods ended March 31, 2023 and 2022, the related consolidated statements of cash flows for the three-month periods ended March 31, 2023 and 2022, and the related notes (collectively referred to as the “consolidated interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2022, the related consolidated statements of income, comprehensive income, equity and cash flows for the year then ended, and the related notes and schedule (not presented herein); and in our report dated February 9, 2023, we expressed an unqualified audit opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2022, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
These financial statements are the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the SEC and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
/s/ ERNST & YOUNG LLP
New York, New York
April 27, 2023
3
PART I — FINANCIAL INFORMATION
Item 1.
Financial Statements
S&P Global Inc.
Consolidated Statements of Income
(Unaudited)
| (in millions, except per share amounts) | Three Months Ended | ||||||||||
| March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Revenue | $ |
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$ |
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| Expenses: | |||||||||||
| Operating-related expenses |
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| Selling and general expenses |
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| Depreciation |
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| Amortization of intangibles |
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| Total expenses |
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| Gain on dispositions |
(
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(
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| Equity in income on unconsolidated subsidiaries |
(
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(
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| Operating profit |
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| Other expense (income), net |
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(
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| Interest expense, net |
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| Loss on extinguishment of debt, net |
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| Income before taxes on income |
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| Provision for taxes on income |
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| Net income |
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Less: net income attributable to noncontrolling interests
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(
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(
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| Net income attributable to S&P Global Inc. | $ |
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$ |
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Earnings per share attributable to S&P Global Inc. common shareholders:
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| Net income: | |||||||||||
| Basic | $ |
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$ |
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| Diluted | $ |
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$ |
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| Weighted-average number of common shares outstanding: | |||||||||||
| Basic |
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| Diluted |
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| Actual shares outstanding at period end |
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See accompanying notes to the unaudited consolidated financial statements.
4
S&P Global Inc.
Consolidated Statements of Comprehensive Income
(Unaudited)
| (in millions) | Three Months Ended | ||||||||||
| March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Net income | $ |
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$ |
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| Other comprehensive income: | |||||||||||
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Foreign currency translation adjustments
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(
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Income tax effect
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(
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Pension and other postretirement benefit plans
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Income tax effect
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(
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| Unrealized (loss) gain on cash flow hedges |
(
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Income tax effect
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(
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(
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| Comprehensive income |
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Less: comprehensive income attributable to nonredeemable noncontrolling interests
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(
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(
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Less: comprehensive income attributable to redeemable noncontrolling interests
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(
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(
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Comprehensive income attributable to S&P Global Inc.
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$ |
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$ |
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See accompanying notes to the unaudited consolidated financial statements.
5
S&P Global Inc.
Consolidated Balance Sheets
| (in millions) |
March 31,
2023 |
December 31,
2022 |
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| (Unaudited) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ |
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$ |
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| Restricted cash |
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Accounts receivable, net of allowance for doubtful accounts: 2023 - $
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| Prepaid and other current assets |
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| Assets of a business held for sale |
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| Total current assets |
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Property and equipment, net of accumulated depreciation: 2023 - $
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| Right of use assets |
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| Goodwill |
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| Other intangible assets, net |
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| Equity investments in unconsolidated subsidiaries |
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| Other non-current assets |
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| Total assets | $ |
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$ |
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| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ |
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$ |
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| Accrued compensation and contributions to retirement plans |
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| Short-term debt |
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| Income taxes currently payable |
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| Unearned revenue |
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| Other current liabilities |
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| Liabilities of a business held for sale |
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| Total current liabilities |
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| Long-term debt |
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| Lease liabilities — non-current |
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| Pension and other postretirement benefits |
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| Deferred tax liability — non-current |
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| Other non-current liabilities |
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| Total liabilities |
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| Redeemable noncontrolling interest (Note 8) |
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| Commitments and contingencies (Note 12) |
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| Equity: | |||||||||||
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Common stock, $
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| Additional paid-in capital |
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| Retained income |
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| Accumulated other comprehensive loss |
(
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(
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| Less: common stock in treasury |
(
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(
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| Total equity — controlling interests |
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| Total equity — noncontrolling interests |
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| Total equity |
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| Total liabilities and equity | $ |
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$ |
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See accompanying notes to the unaudited consolidated financial statements.
6
S&P Global Inc.
Consolidated Statements of Cash Flows
(Unaudited)
| (in millions) | Three Months Ended | ||||||||||
| March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Operating Activities: | |||||||||||
| Net income | $ |
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$ |
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| Adjustments to reconcile net income to cash provided by operating activities: | |||||||||||
| Depreciation |
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| Amortization of intangibles |
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| Provision for losses on accounts receivable |
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(
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| Deferred income taxes |
(
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(
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| Stock-based compensation |
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| Gain on dispositions |
(
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(
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| Loss on extinguishment of debt, net |
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| Other |
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| Changes in operating assets and liabilities, net of effect of acquisitions and dispositions: | |||||||||||
| Accounts receivable |
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| Prepaid and other current assets |
(
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| Accounts payable and accrued expenses |
(
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(
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| Unearned revenue |
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(
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| Other current liabilities |
(
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(
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| Net change in prepaid/accrued income taxes |
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| Net change in other assets and liabilities |
(
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| Cash provided by operating activities |
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| Investing Activities: | |||||||||||
| Capital expenditures |
(
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(
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| Acquisitions, net of cash acquired |
(
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| Proceeds from dispositions |
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| Changes in short-term investments |
(
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| Cash (used for) provided by investing activities |
(
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| Financing Activities: | |||||||||||
| Additions to (payments on) short-term debt, net |
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(
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| Proceeds from issuance of senior notes, net |
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| Payments on senior notes |
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(
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| Dividends paid to shareholders |
(
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(
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| Distributions to noncontrolling interest holders, net |
(
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(
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| Repurchase of treasury shares |
(
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(
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| Exercise of stock options and other |
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| Employee withholding tax on share-based payments |
(
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(
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| Cash used for financing activities |
(
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(
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| Effect of exchange rate changes on cash |
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(
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| Net change in cash, cash equivalents, and restricted cash |
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(
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| Cash, cash equivalents, and restricted cash at beginning of period |
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| Cash, cash equivalents, and restricted cash at end of period | $ |
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$ |
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See accompanying notes to the unaudited consolidated financial statements.
7
S&P Global Inc.
Consolidated Statements of Equity
(Unaudited)
| Three Months Ended March 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) |
Common Stock $
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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, 2022 | $ |
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$ |
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$ |
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$ |
(
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$ |
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$ |
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$ |
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$ |
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Comprehensive income
1
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Dividends (Dividend declared per common share — $
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(
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(
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(
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| Share repurchases |
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(
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(
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| Employee stock plans |
(
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(
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(
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(
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| Change in redemption value of redeemable noncontrolling interest |
(
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(
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(
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| Other |
(
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(
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| Balance as of March 31, 2023 | $ |
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$ |
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$ |
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$ |
(
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$ |
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$ |
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$ |
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$ |
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| Three Months Ended March 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) |
Common Stock $
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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, 2021 | $ |
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$ |
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$ |
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$ |
(
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$ |
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$ |
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$ |
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$ |
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Comprehensive income
1
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Dividends (Dividend declared per common share — $
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(
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(
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(
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| Acquisition of IHS Markit |
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| Share repurchases |
(
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(
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(
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| Employee stock plans |
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| Change in redemption value of redeemable noncontrolling interest |
(
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(
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(
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| Other |
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(
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(
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| Balance as of March 31, 2022 | $ |
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$ |
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$ |
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$ |
(
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$ |
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$ |
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$ |
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$ |
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1
Excludes comprehensive income of $
61
million and $
59
million for the three months ended March 31, 2023 and 2022, respectively, attributable to our redeemable noncontrolling interest.
See accompanying notes to the unaudited consolidated financial statements.
8
S&P Global Inc.
Notes to the Consolidated Financial Statements
(Unaudited)
1.
Nature of Operations and Basis of Presentation
S&P Global Inc. (together with its consolidated subsidiaries, “S&P Global,” the “Company,” “we,” “us” or “our”) is a provider of credit ratings, benchmarks, analytics and workflow solutions in the global capital, commodity, automotive and engineering markets.
Our operations consist of
six
reportable segments: S&P Global Market Intelligence (“Market Intelligence”), S&P Global Ratings (“Ratings”), S&P Global Commodity Insights (“Commodity Insights”), S&P Global Mobility (“Mobility”), S&P Dow Jones Indices (“Indices” ) and S&P Global Engineering Solutions (“Engineering Solutions”).
•
Market Intelligence is a global provider of multi-asset-class data and analytics integrated with purpose-built workflow solutions.
•
Ratings is an independent provider of credit ratings, research, and analytics, offering investors and other market participants information, ratings and benchmarks.
•
Commodity Insights is a leading independent provider of information and benchmark prices for the commodity and energy markets.
•
Mobility is a leading provider of solutions serving the full automotive value chain including vehicle manufacturers (OEMs), automotive suppliers, mobility service providers, retailers, consumers, and finance and insurance companies.
•
Indices is a global index provider maintaining a wide variety of valuation and index benchmarks for investment advisors, wealth managers and institutional investors.
•
Engineering Solutions is a leading provider of engineering standards and related technical knowledge.
On February 28, 2022, we completed the merger with IHS Markit Ltd (“IHS Markit”), and as a result, IHS Markit and its subsidiaries became wholly owned consolidated subsidiaries of S&P Global, and the financial results include IHS Markit from the date of acquisition.
The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. Therefore, the financial statements included herein should be read in conjunction with the financial statements and notes included in our Form 10-K for the year ended December 31, 2022 (our “Form 10-K”).
In the opinion of management, all normal recurring adjustments considered necessary for a fair statement of the results of the interim periods have been included. The operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the full year.
Restricted Cash
Restricted cash included in our consolidated balance sheets was $
3
million and $
1
million as of March 31, 2023 and December 31, 2022, respectively.
9
Contract Assets
Contract assets include unbilled amounts from when the Company transfers service to a customer before a customer pays consideration or before payment is due. As of March 31, 2023 and December 31, 2022, contract assets were $
77
million and $
60
million, respectively, and are included in accounts receivable in our consolidated balance sheets.
Unearned Revenue
We record unearned revenue when cash payments are received in advance of our performance. The increase in the unearned revenue balance at March 31, 2023 compared to December 31, 2022 is primarily driven by cash payments received in advance of satisfying our performance obligations, partially offset by $
1.1
billion of revenues recognized that were included in the unearned revenue balance at the beginning of the period.
Remaining Performance Obligations
Remaining performance obligations represent the transaction price of contracts for work that has not yet been performed. As of March 31, 2023, the aggregate amount of the transaction price allocated to remaining performance obligations was $
4.5
billion. We expect to recognize revenue on approximately half and three-quarters of the remaining performance obligations over the next
12
and
24
months, respectively, with the remainder recognized thereafter.
We do not disclose the value of unfulfilled performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts where revenue is a usage-based royalty promised in exchange for a license of intellectual property.
Costs to Obtain a Contract
We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. We have determined that the costs associated with certain sales commission programs are incremental to the costs to obtain contracts with customers and therefore meet the criteria to be capitalized. Total capitalized costs to obtain a contract were $
184
million and $
175
million as of March 31, 2023 and December 31, 2022, respectively, and are included in prepaid and other current assets and other non-current assets on our consolidated balance sheets. The capitalized asset will be amortized over a period consistent with the transfer to the customer of the goods or services to which the asset relates, calculated based on the customer term and the average life of the products and services underlying the contracts which has been determined to be approximately
5
years. The expense is recorded within selling and general expenses.
We expense sales commissions when incurred if the amortization period is one year or less. These costs are recorded within selling and general expenses.
Equity in Income on Unconsolidated Subsidiaries
The Company holds an investment in a
50
/
50
joint venture arrangement with shared control with CME Group that combined each company’s post-trade services into a joint venture, OSTTRA. The joint venture provides trade processing and risk mitigation operations and incorporates CME’s optimization businesses (Traiana, TriOptima, and Reset) and the Company’s MarkitSERV business. The combination is intended to increase operating efficiencies of both businesses to more effectively service clients with enhanced platforms and services for OTC markets across interest rate, FX, equity, and credit asset classes.
Other Expense (Income), net
The components of other expense (income), net for the three months ended March 31 are as follows:
| (in millions) | 2023 | 2022 | |||||||||
| Other components of net periodic benefit cost | $ |
(
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$ |
(
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| Net loss (gain) from investments |
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(
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| Other expense (income), net | $ |
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$ |
(
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10
2.
Acquisitions and Divestitures
Acquisitions
2023
On February 16, 2023, we completed the acquisition of Market Scan Information Systems, Inc. (“Market Scan”), a leading provider of automotive pricing and incentive intelligence, including Automotive Payments as a Service
TM
and its powerful payment calculation engine. The addition of Market Scan to Mobility will enable the integration of detailed transaction intelligence in areas that are complementary to existing services for dealers, OEMs, lenders, and other market participants. The acquisition of Market Scan is not material to our consolidated financial statements.
On January 3, 2023, we completed the acquisition of ChartIQ, a premier charting provider for the financial services industry. ChartIQ is a professional grade charting solution that allows users to visualize data with a fully interactive web-based library that works seamlessly across web, mobile and desktop. It provides advanced capabilities including trade visualization, options analytics, technical analysis and more. Additionally, ChartIQ allows clients to visualize vendor-supplied data combined with their own proprietary content, alternative datasets or analytics. The acquisition will be part of our Market Intelligence segment and further enhances our S&P Capital IQ Pro platform, our digital investment solutions provider Markit Digital and other workflow solutions to provide the industry with leading visualization capabilities. The acquisition of ChartIQ is not material to our consolidated financial statements.
On January 4, 2023, we completed the acquisition of TruSight Solutions LLC (“TruSight”) a provider of third-party vendor risk assessments. The acquisition will be integrated into our Market Intelligence segment and further expands the breadth and depth of S&P Global’s third party vendor risk management solutions by offering high-quality validated assessment data to clients designed to reduce further the vendor due diligence burden on service providers to the financial services industry. The acquisition of TruSight is not material to our consolidated financial statements.
2022
Merger with IHS Markit
On February 28, 2022, we completed the merger with IHS Markit. The fair value of the consideration transferred for IHS Markit was approximately $
43.5
billion.
Allocation of Purchase Price
The merger with IHS Markit was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”). The allocation of purchase price recorded for IHS Markit is as follows:
11
| (in millions) | February 28, 2022 | ||||
| Assets acquired | |||||
| Cash and cash equivalents | $ |
|
|||
| Accounts receivable, net |
|
||||
| Prepaid and other current assets |
|
||||
| Assets of a business held for sale |
|
||||
| Property and equipment |
|
||||
| Right of use assets |
|
||||
| Goodwill |
|
||||
| Other intangible assets |
|
||||
| Equity investments in unconsolidated subsidiaries |
|
||||
| Other non-current assets |
|
||||
| Total assets acquired | $ |
|
|||
| Liabilities assumed | |||||
| Account payable | $ |
|
|||
| Accrued compensation |
|
||||
| Short-term debt |
|
||||
| Unearned revenue |
|
||||
| Other current liabilities |
|
||||
| Liabilities of a business held for sale |
|
||||
| Long-term debt |
|
||||
| Lease liabilities - non-current |
|
||||
| Deferred tax liability - non-current |
|
||||
| Other non-current liabilities |
|
||||
| Total liabilities assumed | $ |
|
|||
| Total consideration transferred | $ |
|
|||
Acquired Identifiable Intangible Assets
The following table sets forth the fair values of the components of the identifiable intangible assets acquired and their useful lives:
| (in millions) | Fair Value | Weighted Average Useful Lives | ||||||
| Customer relationships | $ |
|
|
|||||
| Trade names and trademarks |
|
|
||||||
| Developed technology |
|
|
||||||
| Databases |
|
|
||||||
| Total Identified Intangible Assets | $ |
|
|
|||||
Divestitures
2023
During the three months ended March 31, 2023, we did not complete any material divestitures.
12
In the first quarter of 2023, we received a contingent payment following the sale of Leveraged Commentary and Data (“LCD”) along with a related family of leveraged loan indices in June of 2022. The contingent payment was payable
six months
following the closing upon the achievement of certain conditions related to the transition of LCD customer relationships. During the three months ended March 31, 2023, the contingent payment resulted in a pre-tax gain of $
46
million ($
34
million after-tax) related to the sale of LCD in our Market Intelligence segment and $
4
million ($
3
million after-tax) related to the sale of a family of leveraged loan indices in our Indices segment.
On January 14, 2023, we entered into a securities and asset purc
hase agreement with Allium Buyer LLC, a Delaware limited liability company controlled by funds affiliated with Kohlberg Kravis Roberts & Co. L.P. (“KKR”) to sell our Engineering Solutions business for $
975
million in cash, subject to customary purchase price adjustments. We currently anticipate the divestiture to result in after-tax proceeds of approximately $
750
million, which proceeds are expected to be used for share repurchases. The agreement follows our announced intent in November of 2022 to divest the business. Engineering Solutions became part of the Company following our merger with IH
S Markit. The transaction, which is subject to receipt of required regulatory approvals and satisfying other customary closing conditions, is expected to close in the second quarter of 2023.
2022
As a condition of securing regulatory approval for the merger, S&P Global and IHS Markit agreed to divest of certain of their businesses. S&P Global’s divestitures included CUSIP Global Services (“CGS”), its LCD business and a related family of leveraged loan indices while IHS Markit’s divestitures include Oil Price Information Services (“OPIS”); Coal, Metals and Mining; and PetroChem Wire businesses and its Base Chemicals business.
In March of 2022, we completed the previously announced sale of CGS, a business within our Market Intelligence segment, to FactSet Research Systems Inc. for a purchase price
of $
1.925
billion in cash, subject to customary adjustments. During the three months ended March 31, 2022, we recorded a pre-tax gain of $
1.344
billion ($
999
million after tax) in Gain on dispositions in the consolidated statements of income related to the sale of CGS.
In February of 2022, we completed the previously announced sale of OPIS to News Corp for $
1.150
billion in cash. We did
no
t recognize a gain on the sale of OPIS.
Assets and Liabilities Held for Sale
The components of assets and liabilities held for sale in the consolidated balance sheets consist of the following:
| (in millions) | March 31, | December 31, | ||||||
|
2023
1
|
2022
1
|
|||||||
| Accounts Receivable, net | $ |
|
$ |
|
||||
| Goodwill |
|
|
||||||
| Other intangible assets, net |
|
|
||||||
| Other assets |
|
|
||||||
| Assets of a business held for sale | $ |
|
$ |
|
||||
| Accounts payable and accrued expenses | $ |
|
$ |
|
||||
| Deferred tax liability |
|
|
||||||
| Unearned revenue |
|
|
||||||
| Liabilities of a business held for sale | $ |
|
$ |
|
||||
1
Assets and liabilities held for sale as of March 31, 2023 and December 31, 2022 relate to Engineering Solutions.
13
The operating profit of our businesses that were disposed of or classified as held for sale for the three months ended March 31 is as follows:
| (in millions) | 2023 | 2022 | |||||||||
|
Operating profit
2
|
$ |
|
$ |
|
|||||||
2
The operating profit presented includes the revenue and recurring direct expenses associated with businesses disposed of or held for sale. T
he three m
onths ended March 31, 2023
excludes a pre-tax gain related to the sale of LCD and leveraged loan indices of $
50
million.
T
he three m
onths ended March 31, 2022
exclude a pre-tax gain related to the sale of CGS of $
1.3
billion.
3.
Income Taxes
The effective income tax rate was
17.9
% and
30.4
% for the three months ended March 31, 2023 and March 31, 2022, respectively. The higher rate for the three months ended March 31, 2022 was primarily due to the tax charge on merger related divestitures and deal related non-deductible costs.
At the end of each interim period, we estimate the annual effective tax rate and apply that rate to our ordinary quarterly earnings. The tax expense or benefit related to significant unusual or infrequently occurring items that will be separately reported or reported net of their related tax effect, and are individually computed, is recognized in the interim period in which those items occur. In addition, the effect of changes in enacted tax laws or rates or tax status is recognized in the interim period in which the change occurs.
The Company is continuously subject to tax examinations in various jurisdictions. As of March 31, 2023 and December 31, 2022, the total amount of federal, state and local, and foreign unrecognized tax benefits was $
236
million and $
223
million, respectively, exclusive of interest and penalties. We recognize accrued interest and penalties related to unrecognized tax benefits in interest expense and operating-related expense, respectively. As of March 31, 2023 and December 31, 2022, we had $
42
million and $
38
million, respectively, of accrued interest and penalties associated with unrecognized tax benefits. Based on the current status of income tax audits, we believe that the total amount of unrecognized tax benefits may decrease by approximately $
20
million in the next twelve months as a result of the resolution of local tax examinations.
For tax years beginning after December 31, 2021, the Tax Cuts and Jobs Act of 2017 (“TCJA”) requires taxpayers to capitalize and amortize research and development costs pursuant to Internal Revenue Code (“IRC”) Section 174. Section 174 requires taxpayers to capitalize research and development costs and amortize them over 5 years for expenditures attributed to domestic research and 15 years for expenditures attributed to foreign research. This provision affects a significant proportion of the Company for the first time in 2023. The actual impact of Section 174 capitalization and amortization on the income tax payable and deferred tax asset will depend on multiple factors, including the amount of research and development expenses we will incur and whether we conduct our research and development activities inside or outside the United States. Although Congress is considering legislation that would defer, repeal or otherwise modify this capitalization and amortization requirement, the possibility that this will happen is uncertain. If legislation is not passed to defer, repeal, or otherwise modify the capitalization and amortization requirement we expect our cash taxes to be greater than in the prior year.
14
4.
Debt
A summary of short-term and long-term debt outstanding is as follows:
| (in millions) |
March 31,
2023 |
December 31,
2022 |
|||||||||
|
|
$ |
|
$ |
|
|||||||
|
|
|
|
|||||||||
|
|
|
|
|||||||||
|
|
|
|
|||||||||
|
|
|
|
|||||||||
|
|
|
|
|||||||||
|
|
|
|
|||||||||
|
|
|
|
|||||||||
|
|
|
|
|||||||||
|
|
|
|
|||||||||
|
|
|
|
|||||||||
|
|
|
|
|||||||||
|
|
|
|
|||||||||
|
|
|
|
|||||||||
|
|
|
|
|||||||||
|
|
|
|
|||||||||
|
|
|
|
|||||||||
|
|
|
|
|||||||||
| Commercial paper |
|
|
|||||||||
| Total debt |
|
|
|||||||||
| Less: short-term debt including current maturities |
|
|
|||||||||
| Long-term debt | $ |
|
$ |
|
|||||||
1
Interest payments are due semiannually on February 1 and August 1.
2
Interest payments are due semiannually
on May 1 and November 1.
3
Interest payments are due semiannually on February 15 and August 15.
4
Interest payments are due semiannually on March 1 and September 1.
5
Interest payments are due semiannually on January 22 and July 22, and as of March 31, 2023, the unamortized debt discount and issuance costs total $
3
million.
6
Interest payments are due semiannually on March 1 and September 1 and as of March 31, 2023, the unamortized debt discount and issuance costs total $
13
million.
7
Interest payments are due semiannually on February 1 and August 1.
8
Interest payments are due semiannually on May 1 and November 1.
9
Interest payments are due semiannually on June 1 and December 1, and as of March 31, 2023, the unamortized debt discount and issuance costs total $
3
million.
10
Interest payments are due semiannually on March 1 and September 1 and as of March 31, 2023, the unamortized debt discount and issuance costs total $
16
million.
11
Interest payments are due semiannually on February 15 and August 15, and as of March 31, 2023, the unamortized debt discount and issuance costs total $
6
million.
12
Interest payments are due semiannually on March 1 and September 1 and as of March 31, 2023, the unamortized debt discount and issuance costs total $
28
million.
13
Interest payments are due semiannually on May 15 and November 15, and as of March 31, 2023, the unamortized debt discount and issuance costs total $
3
million.
14
Interest payments are due semiannually on May 15 and November 15, and as of March 31, 2023, the unamortized debt discount and issuance costs total $
11
million.
15
15
Interest payments are due semiannually on June 1 and December 1, and as of March 31, 2023, the unamortized debt discount and issuance costs total $
10
million.
16
Interest payments are due semiannually on March 1 and September 1 and as of March 31, 2023, the unamortized debt discount and issuance costs total $
26
million.
17
Interest payments are due semiannually on February 15 and August 15, and as of March 31, 2023, the unamortized debt discount and issuance costs total $
18
million.
18
Interest payments are due semiannually on March 1 and September 1 and as of March 31, 2023, the unamortized debt discount and issuance costs total $
14
million.
The fair value of our total debt borrowings
was $
9.5
billion and $
9.3
billion as of March 31, 2023 and December 31, 2022, respectively, and was estimated based on quoted market prices.
On February 28, 2022, we completed the merger with IHS Markit in an all-stock transaction. In the transaction, we assumed IHS Markit's publicly traded debt, with an outstanding principal balance of $
4.6
billion, which was recorded at fair value of $
4.9
billion on the acquisition date. The adjustment to fair value of the Senior Notes of approximately $
292
million on the acquisition date is being amortized as an adjustment to interest expense over the remaining contractual terms of the Senior Notes.
During the three months ended March 31, 2022, we recognized a $
17
million loss on extinguishment of debt which includes a $
118
million tender premium paid to tendering note holders in accordance with the terms of the tender offer, offset by a $
101
million non-cash write-off related to the fair market value step up premium on extinguished debt.
We have the ability to borrow a total of $
2.0
billion through our commercial paper program, which is supported by our $
2.0
billion
five-year
credit agreement (our “credit facility”) that will terminate on April 26, 2026.
As of March 31, 2023 and December 31, 2022, respectively, there was $
898
million and $
188
million of commercial paper outstanding.
Commitment fees for the unutilized commitments under the credit facility and applicable margins for borrowings thereunder are linked to the Company achieving
three
environmental sustainability performance indicators related to emissions, tested annually. We currently pay a commitment fee
of
8
basis points. The credit facility contains customary affirmative and negative covenants and customary events of default. The occurr
ence of an event of default could result in an acceleration of the obligations under the credit facility.
T
he only financial covenant required is that our indebtedness to cash flow ratio, as defined in our credit facility, was not greater than
4
to 1, and this covenant level
has never been exceeded.
5.
Derivative Instruments
Our exposure to market risk includes changes in foreign exchange rates and interest rates. We have operations in foreign countries where the functional currency is primarily the local currency. For international operations that are determined to be extensions of the parent company, the U.S. dollar is the functional currency. We typically have naturally hedged positions in most countries from a local currency perspective with offsetting assets and liabilities. As of March 31, 2023 and December 31, 2022, we have entered into foreign exchange forward contracts to mitigate or hedge the effect of adverse fluctuations in foreign exchange rates and cross currency swap contracts to hedge a portion of our net investment in a foreign subsidiary against volatility in foreign exchange rates. As of March 31, 2023 and December 31, 2022, we entered into a series of interest rate swaps to mitigate or hedge the adverse fluctuations in interest rates on our future debt refinancing. These contracts are recorded at fair value that is based on foreign currency exchange rates and interest rates in active markets; therefore, we classify these derivative contracts within Level 2 of the fair value hierarchy. We do not enter into any derivative financial instruments for speculative purposes.
Undesignated Derivative Instruments
During the three months ended March 31, 2023 and twelve months ended December 31, 2022, we entered into foreign exchange forward contracts in order to mitigate the change in fair value of specific assets and liabilities in the consolidated balance sheets. These forward contracts do not qualify for hedge accounting. As of March 31, 2023 and December 31, 2022, the aggregate notional value of these outstanding forward contracts was $
1.6
billion and $
1.8
billion, respectively. The changes in fair value of these forward contracts are recorded in prepaid and other current assets or other current liabilities in the
16
consolidated balance sheets with their corresponding change in fair value recognized in selling and general expenses in the consolidated statements of income. The amount recorded in prepaid and other current assets as of March 31, 2023 and December 31, 2022 was $
25
million and $
5
million, respectively. The amount recorded in other current liabilities as of March 31, 2023 and December 31, 2022 was $
1
million and $
37
million, respectively. The amount recorded in selling and general expense related to these contracts was a net gain of $
29
million for three months ended March 31, 2023, and a net loss of $
19
million for three months ended March 31, 2022, respectively
Net Investment Hedges
As of March 31, 2023 and December 31, 2022, we held cross currency swaps to hedge a portion of our net investment in one of our European subsidiaries against volatility in the Euro/U.S. dollar exchange rate. These swaps are designated and qualify as a hedge of a net investment in a foreign subsidiary and are scheduled to mature in 2024, 2029 and 2030. As of March 31, 2023 and December 31, 2022, the notional value of our outstanding cross currency swaps designated as a net investment hedge was $
1
billion. The changes in the fair value of these swaps are recognized in foreign currency translation adjustments, a component of other comprehensive income (loss), and reported in accumulated other comprehensive loss in our consolidated balance sheet. The gain or loss will be subsequently reclassified into net earnings when the hedged net investment is either sold or substantially liquidated. We have elected to assess the effectiveness of our net investment hedges based on changes in spot exchange rates. Accordingly, amounts related to the cross currency swaps recognized directly in net income for the three months ended March 31, 2023 represent net periodic interest settlements and accruals, which are recognized in interest expense, net. We recognized net interest expense of $
9
million and $
10
million for the three months ended March 31, 2023 and 2022, respectively.
Cash Flow Hedges
Foreign Exchange Forward Contracts
During the three months ended March 31, 2023 and the twelve months ended December 31, 2022, we entered into a series of foreign exchange forward contracts to hedge a portion of the Indian rupee, British pound, and Euro exposures through the first quarter of 2025 and the fourth quarter of 2024, respectively. These contracts are intended to offset the impact of movement of exchange rates on future revenue and operating costs and are scheduled to mature within
twenty-four months
. The changes in the fair value of these contracts are initially reported in accumulated other comprehensive loss in our consolidated balance sheet and are subsequently reclassified into revenue and selling and general expenses in the same period that the hedged transaction affects earnings.
As of March 31, 2023, we estimate that $
3
million of pre-tax loss related to foreign exchange forward contracts designated as cash flow hedges recorded in other comprehensive income is expected to be reclassified into earnings within the next twelve months.
As of March 31, 2023 and December 31, 2022, the aggregate notional value of our outstanding foreign exchange forward contracts designated as cash flow hedges was $
474
million and $
529
million, respectively.
Interest Rate Swaps
As of March 31, 2023 and December 31, 2022, we held positions in a series of interest rate swaps. These contracts are intended to mitigate or hedge the adverse fluctuations in interest rates on our future debt refinancing and are scheduled to mature beginning in the first quarter of 2027. These interest rate swaps are designated as cash flow hedges. The changes in the fair value of these contracts are initially reported in accumulated other comprehensive loss in our consolidated balance sheet and will be subsequently reclassified into interest expense, net in the same period that the hedged transaction affects earnings.
As of March 31, 2023 and December 31,2022, the aggregate notional value of our outstanding interest rate swaps designated as cash flow hedges was $
1.4
billion.
17
| (in millions) | March 31, | December 31, | ||||||||||||
| Balance Sheet Location | 2023 | 2022 | ||||||||||||
| Derivatives designated as cash flow hedges: | ||||||||||||||
| Prepaid and other current assets | Foreign exchange forward contracts | $ |
|
$ |
|
|||||||||
| Other current liabilities | Foreign exchange forward contracts | $ |
|
$ |
|
|||||||||
| Other non-current assets | Interest rate swap contracts | $ |
|
$ |
|
|||||||||
| Derivatives designated as net investment hedges: | ||||||||||||||
| Other non-current assets | Cross currency swaps | $ |
|
$ |
|
|||||||||
The following table provides information on the location and amounts of pre-tax gains (losses) on our cash flow hedges and net investment hedges for the three months ended March 31:
| (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) | ||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||||||||
| Cash flow hedges - designated as hedging instruments | |||||||||||||||||||||||||||||
| Foreign exchange forward contracts | $ |
|
$ |
(
|
Revenue, Selling and general expenses | $ |
|
$ |
|
||||||||||||||||||||
| Interest rate swap contracts | $ |
(
|
$ |
|
Interest expense, net | $ |
(
|
$ |
|
||||||||||||||||||||
| Net investment hedges - designated as hedging instruments | |||||||||||||||||||||||||||||
| Cross currency swaps | $ |
(
|
$ |
|
Interest expense, net | $ |
(
|
$ |
(
|
||||||||||||||||||||
The activity related to the change in unrealized gains (losses) in accumulated other comprehensive loss was as follows for the three months ended March 31:
| (in millions) | 2023 | 2022 | |||||||||
| Cash Flow Hedges | |||||||||||
| Foreign exchange forward contracts | |||||||||||
| Net unrealized gains on cash flow hedges, net of taxes, beginning of period | $ |
|
$ |
|
|||||||
| Change in fair value, net of tax |
|
(
|
|||||||||
| Reclassification into earnings, net of tax |
|
(
|
|||||||||
| Net unrealized gains on cash flow hedges, net of taxes, end of period | $ |
|
$ |
|
|||||||
| Interest rate swap contracts | |||||||||||
| Net unrealized gains (losses) on cash flow hedges, net of taxes, beginning of period | $ |
|
$ |
(
|
|||||||
| Change in fair value, net of tax |
(
|
|
|||||||||
| Reclassification into earnings, net of tax |
|
|
|||||||||
| Net unrealized gains (losses) on cash flow hedges, net of taxes, end of period | $ |
|
$ |
(
|
|||||||
| Net Investment Hedges | |||||||||||
| Net unrealized gains (losses) on net investment hedges, net of taxes, beginning of period | $ |
|
$ |
(
|
|||||||
| Change in fair value, net of tax |
(
|
|
|||||||||
| Reclassification into earnings, net of tax |
|
|
|||||||||
| Net unrealized gains (losses) on net investment hedges, net of taxes, end of period | $ |
|
$ |
(
|
|||||||
18
6.
Employee Benefits
We maintain a number of active defined contribution retirement plans for our employees. The majority of our defined benefit plans are frozen. As a result, no new employees will be permitted to enter these plans and no additional benefits for current participants in the frozen plans will be accrued.
We also have supplemental benefit plans providing senior management with supplemental retirement, disability and death benefits. Certain supplemental retirement benefits are based on final monthly earnings. In addition, we sponsor a voluntary 401(k) plan under which we may match employee contributions up to certain levels of compensation as well as profit-sharing plans under which we contribute a percentage of eligible employees' compensation to the employees' accounts.
We also provide certain medical, dental and life insurance benefits for active and retired employees and eligible dependents. The medical and dental plans and supplemental life insurance plan are contributory, while the basic life insurance plan is noncontributory. We currently do not prefund any of these plans.
We recognize the funded status of our retirement and postretirement plans in the consolidated balance sheets, with a corresponding adjustment to accumulated other comprehensive loss, net of taxes. The amounts in accumulated other comprehensive loss represent net unrecognized actuarial losses and unrecognized prior service costs. These amounts will be subsequently recognized as net periodic pension cost pursuant to our accounting policy for amortizing such amounts.
Net periodic benefit cost for our retirement and postretirement plans other than the service cost component are included in other income, net in our consolidated statements of income.
The components of net periodic benefit cost for our retirement plans and postretirement plans for the three months ended March 31 are as follows:
| (in millions) | 2023 | 2022 | |||||||||
| Service cost | $ |
|
$ |
|
|||||||
| Interest cost |
|
|
|||||||||
| Expected return on assets |
(
|
(
|
|||||||||
| Amortization of prior service credit / actuarial loss |
|
|
|||||||||
| Net periodic benefit cost | $ |
(
|
$ |
(
|
|||||||
Net periodic benefit cost related to our postretirement plans reflected in the table above was not material for the three months ended March 31, 2023 and 2022.
As discussed in our Form 10-K, we changed certain discount rate assumptions for our retirement and postretirement plans and our expected return on assets assumption for our retirement plans which became effective on January 1, 2023. The effect of the assumption changes on retirement and postretirement expense for the three months ended March 31, 2023 did not have a material impact to our financial position, results of operations or cash flows.
In the first three months of 2023, we contributed $
2
million to our retirement plans and expect to make additional required contributions of approximately $
8
million to our retirement plans during the remainder of the year. We may elect to make additional non-required contributions depending on investment performance or any potential deterioration of our pension plan status in the remaining nine months of 2023.
7.
Stock-Based Compensation
19
8.
Equity
Dividends
On January 25, 2023, the Board of Directors approved an increase in the dividends for 2023 to a quarterly common stock dividend of $
0.90
per share.
Stock Repurchases
On June 22, 2022, the Board of Directors approved a share repurchase program authorizing the purchase of
30
million shares (the “2022 Repurchase Program”), which was approximately
9
% of the total shares of our outstanding common stock at that time. On January 29, 2020, the Board of Directors approved a share repurchase program authorizing the purchase of
30
million shares (the “2020 Repurchase Program”), which was approximately
12
% of the total shares of our outstanding common stock at that time.
Our purchased shares may be used for general corporate purposes, including the issuance of shares for stock compensation plans and to offset the dilutive effect of the exercise of employee stock options. As of March 31, 2023,
25.7
million shares remained available under the 2022 Repurchase Program and the 2020 repurchase program was complete. Our 2022 Repurchase Program has no expiration date and purchases under this program may be made from time to time on the open market and in private transactions, depending on market conditions.
We enter into accelerated share repurchase (“ASR”) agreements with financial institutions to initiate share repurchases of our common stock. Under an ASR agreement, we pay a specified amount to the financial institution and receive an initial delivery of shares. This initial delivery of shares represents the minimum number of shares that we may receive under the agreement. Upon settlement of the ASR agreement, the financial institution delivers additional shares. The total number of shares ultimately delivered, and therefore the average price paid per share, is determined at the end of the applicable purchase period of each ASR agreement based on the volume weighted-average share price, less a discount. We account for our ASR agreements as
two
transactions: a stock purchase transaction and a forward stock purchase contract. The shares delivered under the ASR agreements resulted in a reduction of outstanding shares used to determine our weighted average common shares outstanding for purposes of calculating basic and diluted earnings per share. The repurchased shares are held in Treasury. The forward stock purchase contracts were classified as equity instruments.
The terms of each ASR agreement entered into during the three months ended March 31, 2023 and 2022, structured as outlined above, are as follows:
| (in millions, except average price paid per share) | ||||||||||||||||||||||||||||||||
| ASR Agreement Initiation Date | Initial Shares Delivered | Additional Shares Delivered |
Total Number of Shares
Purchased |
Average Price Paid Per Share | Total Cash Utilized | |||||||||||||||||||||||||||
|
February 13, 2023
1
|
|
|
|
$ |
|
$ |
|
|||||||||||||||||||||||||
|
March 1, 2022
2
|
|
|
|
$ |
|
$ |
|
|||||||||||||||||||||||||
1
The ASR agreement was structured as an uncapped ASR agreement in which we paid $
500
million and initially received shares valued at
85
% of the $
500
million at a price equal to the market price of the Company's common stock on February 13, 2023 when the Company received an initial delivery of
1.1
million shares from the ASR program. The final settlement of the transaction under the ASR is expected to be completed no later than the second quarter of 2023. The ASR agreement was executed under our 2022 Repurchase Program.
2
The ASR agreement was structured as an uncapped ASR agreement in which we paid $
7
billion and initially received shares valued at
85
% of the $
7
billion at a share equal to the then market price of the Company's common stock on March 1, 2022 when the company received an initial delivery of
15.2
million shares from the ASR program. We completed the ASR agreement on August 9, 2022 and received an additional
4.1
million shares. The ASR agreement was executed under our 2020 Repurchase Program.
During the three months ended March 31, 2023, we received
1.6
million shares, including
0.4
million shares received in February of 2023 related to our December 2, 2022 ASR agreement. During the three months ended March 31, 2023, we purchased a total of
1.1
million shares for $
500
million of cash. During the three months ended March 31, 2022, we purchased a total of
15.2
million shares for $
7
billion of cash.
Redeemable Noncontrolling Interests
The agreement with the minority partners that own
27
% of our S&P Dow Jones Indices LLC joint venture contains redemption features whereby interests held by minority partners are redeemable either (i) at the option of the holder or (ii) upon the
20
occurrence of an event that is not solely within our control. Specifically, under the terms of the operating agreement of S&P Dow Jones Indices LLC, CME Group and CME Group Index Services LLC ("CGIS") has the right at any time to sell, and we are obligated to buy, at least
20
% of their share in S&P Dow Jones Indices LLC. In addition, in the event there is a change of control of the Company, for the
15
days following a change in control, CME Group and CGIS will have the right to put their interest to us at the then fair value of CME Group's and CGIS' minority interest.
If interests were to be redeemed under this agreement, we would generally be required to purchase the interest at fair value on the date of redemption. This interest is presented on the consolidated balance sheets outside of equity under the caption “Redeemable noncontrolling interest” with an initial value based on fair value for the portion attributable to the net assets we acquired, and based on our historical cost for the portion attributable to our S&P Index business. We adjust the redeemable noncontrolling interest each reporting period to its estimated redemption value, but never less than its initial fair value, using both income and market valuation approaches. Our income and market valuation approaches incorporate Level 3 fair value measures for instances when observable inputs are not available. The more significant judgmental assumptions used to estimate the value of the S&P Dow Jones Indices LLC joint venture include an estimated discount rate, a range of assumptions that form the basis of the expected future net cash flows (e.g., the revenue growth rates and operating margins), and a company specific beta. The significant judgmental assumptions used that incorporate market data, including the relative weighting of market observable information and the comparability of that information in our valuation models, are forward-looking and could be affected by future economic and market conditions. Any adjustments to the redemption value will impact retained income.
Noncontrolling interests that do not contain such redemption features are presented in equity.
Changes to redeemable noncontrolling interest during the three months ended March 31, 2023 were as follows:
| (in millions) | |||||
| Balance as of December 31, 2022 | $ |
|
|||
| Net income attributable to redeemable noncontrolling interest |
|
||||
| Distributions payable to redeemable noncontrolling interest |
(
|
||||
| Redemption value adjustment |
|
||||
|
Other
1
|
|
||||
|
Balance as of March 31, 2023
|
$ |
|
|||
1
Relates to foreign currency translation adjustments.
Accumulated Other Comprehensive Loss
The following table summarizes the changes in the components of accumulated other comprehensive loss for the three months ended March 31, 2023:
| (in millions) | Foreign Currency Translation Adjustments | Pension and Postretirement Benefit Plans | Unrealized Gain (Loss) on Cash Flow Hedges | Accumulated Other Comprehensive Loss | |||||||||||||||||||
| Balance as of December 31, 2022 | $ |
(
|
$ |
(
|
$ |
|
$ |
(
|
|||||||||||||||
| Other comprehensive income (loss) before reclassifications |
|
1 |
|
(
|
|
||||||||||||||||||
|
Reclassifications from accumulated other comprehensive income (loss) to net earnings
|
|
|
2 |
|
3 |
|
|||||||||||||||||
| Net other comprehensive income (loss) |
|
|
(
|
|
|||||||||||||||||||
|
Balance as of March 31, 2023
|
$ |
(
|
$ |
(
|
$ |
|
$ |
(
|
|||||||||||||||
1
Includes an unrealized gain related to our cross currency swaps. See note 5 – Derivative Instruments for additional detail of items recognized in accumulated other comprehensive loss.
2
Reflects amortization of net actuarial losses and is net of a tax benefit of less than $
1
million for the three months ended March 31, 2023. See Note 6 — Employee Benefits for additional details of items reclassed from accumulated other comprehensive loss to net earnings.
3
See Note 5 — Derivative Instruments for additional details of items reclassified from accumulated other comprehensive loss to net earnings.
21
9.
Earnings Per Share
Basic earnings per common share (“EPS”) is computed by dividing net income attributable to the common shareholders of the Company by the weighted-average number of common shares outstanding. Diluted EPS is computed in the same manner as basic EPS, except the number of shares is increased to include additional common shares that would have been outstanding if potential common shares with a dilutive effect had been issued. Potential common shares consist primarily of stock options and restricted performance shares calculated using the treasury stock method.
| (in millions, except per share amounts) | 2023 | 2022 | |||||||||
|
Amounts attributable to S&P Global Inc. common shareholders:
|
|||||||||||
| Net income | $ |
|
$ |
|
|||||||
|
Basic weighted-average number of common shares outstanding
|
|
|
|||||||||
| Effect of stock options and other dilutive securities |
|
|
|||||||||
|
Diluted weighted-average number of common shares outstanding
|
|
|
|||||||||
|
Earnings per share attributable to S&P Global Inc. common shareholders:
|
|||||||||||
| Net income: | |||||||||||
| Basic | $ |
|
$ |
|
|||||||
| Diluted | $ |
|
$ |
|
|||||||
We have certain stock options and restricted performance shares that are potentially excluded from the computation of diluted EPS. The effect of the potential exercise of stock options is excluded when the average market price of our common stock is lower than the exercise price of the related option during the period or when a net loss exists because the effect would have been antidilutive. Additionally, restricted performance shares are excluded because the necessary vesting conditions had not been met or when a net loss exists. For the three months ended March 31, 2023 and 2022, there were
no
stock options excluded. Restricted performance shares outstanding of
0.8
million
and
0.7
million
as of March 31, 2023 and 2022, respectively, were excluded.
10.
Restructuring
We continuously evaluate our cost structure to identify cost savings associated with streamlining our management structure. Our 2023 and 2022 restructuring plan consisted of a company-wide workforce reduction of approximately
39
and
1,440
positions, respectively, and is further detailed below. The charges for the restructuring plans are classified as selling and general expenses within the consolidated statements of income and the reserves are included in other current liabilities in the consolidated balance sheets.
In certain circumstances, reserves are no longer needed because employees previously identified for separation resigned from the Company and did not receive severance or were reassigned due to circumstances not foreseen when the original plans were initiated. In these cases, we reverse reserves through the consolidated statements of income during the period when it is determined they are no longer needed.
22
| 2023 Restructuring Plan | 2022 Restructuring Plan | ||||||||||||||||||||||
| (in millions) | Initial Charge Recorded | Ending Reserve Balance | Initial Charge Recorded | Ending Reserve Balance | |||||||||||||||||||
| Market Intelligence | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Ratings |
|
|
|
|
|||||||||||||||||||
| Commodity Insights |
|
|
|
|
|||||||||||||||||||
| Mobility |
|
|
|
|
|||||||||||||||||||
| Indices |
|
|
|
|
|||||||||||||||||||
| Engineering Solutions |
|
|
|
|
|||||||||||||||||||
| Corporate |
|
|
|
|
|||||||||||||||||||
| Total | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
We recorded a pre-tax restructuring charge of $
12
million primarily related to employee severance charges for the 2023 restructuring plan during the three months ended March 31, 2023. We have made
no
reductions to the reserve for the 2023 restructuring plan.
The ending reserve balance for the 2022 restructuring plan was $
164
million as of December 31, 2022. For the three months ended March 31, 2023, we have reduced the reserve for the 2022 restructuring plan by $
61
million. The ending reserve balance for the 2021 restructuring plan was $
3
million and $
10
million as of March 31, 2023 and December 31, 2022, respectively. The reductions primarily related to cash payments for employee severance charges.
11.
Segment and Related Information
We have
six
reportable segments: Market Intelligence, Ratings, Commodity Insights, Mobility, Indices, and Engineering Solutions. Our Chief Executive Officer is our chief operating decision-maker and evaluates performance of our segments and allocates resources based primarily on operating profit. Segment operating profit does not include Corporate Unallocated expense, equity in income on unconsolidated subsidiaries, other expense (income), net, interest expense, net, or loss on extinguishment of debt, net, as these are amounts that do not affect the operating results of our reportable segments.
A summary of operating results for the three months ended March 31 is as follows:
| Revenue | |||||||||||
| (in millions) | 2023 | 2022 | |||||||||
| Market Intelligence | $ |
|
$ |
|
|||||||
| Ratings |
|
|
|||||||||
| Commodity Insights |
|
|
|||||||||
| Mobility |
|
|
|||||||||
| Indices |
|
|
|||||||||
| Engineering Solutions |
|
|
|||||||||
|
Intersegment elimination
1
|
(
|
(
|
|||||||||
| Total revenue | $ |
|
$ |
|
|||||||
23
| Operating Profit | |||||||||||
| (in millions) | 2023 | 2022 | |||||||||
|
Market Intelligence
2
|
$ |
|
$ |
|
|||||||
|
Ratings
3
|
|
|
|||||||||
|
Commodity Insights
4
|
|
|
|||||||||
|
Mobility
5
|
|
|
|||||||||
|
Indices
6
|
|
|
|||||||||
|
Engineering Solutions
7
|
|
|
|||||||||
| Total reportable segments |
|
|
|||||||||
|
Corporate Unallocated expense
8
|
(
|
(
|
|||||||||
|
Equity in Income on Unconsolidated Subsidiaries
9
|
|
|
|||||||||
| Total operating profit | $ |
|
$ |
|
|||||||
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
2023 includes a gain on dispositions of $
46
million, IHS Markit merger costs of $
13
million, and employee severance charges of $
6
million. Operating profit for 2022 includes a gain on disposition of $
1.3
billion, employee severance charges of $
18
million, and acquisition-related costs of $
2
million. Additionally, operating profit for 2023 and 2022 includes amortization of intangibles from acquisitions of $
141
million and $
64
million, respectively.
3
Operating profit for 2023 and 2022 includes employee severance charges of $
1
million and $
5
million, respectively. Additionally, operating profit for 2023 and 2022 includes amortization of intangibles from acquisitions of $
2
million.
4
Operating profit for 2023 includes IHS Markit merger costs of $
13
million and employee severance charges of $
2
million. Operating profit for 2022 includes employee severance costs of $
7
million and acquisition-related costs of $
2
million. Additionally, operating profit for 2023 and 2022 includes amortization of intangibles from acquisitions of $
33
million and $
13
million, respectively.
5
Operating profit for 2023 includes IHS Markit merger costs of $
1
million and acquisition-related costs of $
1
million. 2022 includes acquisition-related costs of $
1
million. Additionally, operating profit for 2023 and 2022 includes amortization of intangibles from acquisitions of $
74
million and $
24
million, respectively.
6
Operating profit for 2023 includes a gain on disposition of $
4
million, employee severance charges of $
1
million and IHS Markit merger costs of $
1
million. Operating profit for 2022 includes employee severance charges of $
2
million. Additionally, operating profit for 2023 and 2022 includes amortization of intangibles from acquisitions of $
9
million and $
4
million, respectively.
7
Operating profit for 2022 includes employee severance charges of $
1
million. Additionally, operating profit for 2023 and 2022 includes amortization of intangibles from acquisitions of $
2
million and $
4
million, respectively.
8
Corporate Unallocated expense for 2023 includes IHS Markit merger costs of $
37
million, disposition-related costs of $
13
million, employee severance charges of $
1
million, and acquisition-related costs of $
1
million. Corporate Unallocated expense for 2022 includes IHS Markit merger costs of $
230
million, a S&P Foundation grant of $
200
million, employee severance charges of $
46
million, acquisition-related costs of $
11
million and lease impairments of $
5
million. Additionally, Corporate Unallocated expense for 2023 includes amortization of intangibles from acquisitions of $
1
million.
9
Equity in Income on Unconsolidated Subsidiaries for 2023 and 2022 includes amortization of intangibles from acquisitions of $
14
million.
24
The following table presents our revenue disaggregated by revenue type for the three months ended March 31:
| (in millions) | Market Intelligence | Ratings | Commodity Insights | Mobility | Indices | Engineering Solutions |
Intersegment Elimination
1
|
Total | ||||||||||||||||||||||||||||||||||||||||||
| 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Subscription | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||||||||||||||||
| Non-subscription / Transaction |
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||
| Non-transaction |
|
|
|
|
|
|
(
|
|
||||||||||||||||||||||||||||||||||||||||||
| Asset-linked fees |
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||
| Sales usage-based royalties |
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||
| Recurring variable revenue |
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||
| Total revenue | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
(
|
$ |
|
||||||||||||||||||||||||||||||||||
| Timing of revenue recognition | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Services transferred at a point in time | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||||||||||||||||
|
Services transferred over time
|
|
|
|
|
|
|
(
|
|
||||||||||||||||||||||||||||||||||||||||||
| Total revenue | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
(
|
$ |
|
||||||||||||||||||||||||||||||||||
| (in millions) | Market Intelligence | Ratings | Commodity Insights | Mobility | Indices | Engineering Solutions |
Intersegment Elimination
1
|
Total | |||||||||||||||||||||||||||||||||||||||
| 2022 | |||||||||||||||||||||||||||||||||||||||||||||||
| Subscription | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||||||||||||||
| Non-subscription / Transaction |
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
| Non-transaction |
|
|
|
|
|
|
(
|
|
|||||||||||||||||||||||||||||||||||||||
| Asset-linked fees |
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
| Sales usage-based royalties |
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
| Recurring variable revenue |
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
| Total revenue | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
(
|
$ |
|
|||||||||||||||||||||||||||||||
| Timing of revenue recognition | |||||||||||||||||||||||||||||||||||||||||||||||
| Services transferred at a point in time | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||||||||||||||
| Services transferred over time |
|
|
|
|
|
|
(
|
|
|||||||||||||||||||||||||||||||||||||||
| Total revenue | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
(
|
$ |
|
|||||||||||||||||||||||||||||||
1
Intersegment eliminations primarily consists of a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.
The following provides revenue by geographic region for the three months ended March 31:
| (in millions) | 2023 | 2022 | |||||||||
| U.S. | $ |
|
$ |
|
|||||||
| European region |
|
|
|||||||||
| Asia |
|
|
|||||||||
| Rest of the world |
|
|
|||||||||
| Total | $ |
|
$ |
|
|||||||
See Note 2
—
Acquisitions and Divestitures
and Note 10
—
Restructuring
for additional actions that impacted the segment operating results.
25
12.
Commitments and Contingencies
Leases
We determine whether an arrangement meets the criteria for an operating lease or a finance lease at the inception of the arrangement. We have operating leases for office space and equipment. Our leases have remaining lease terms of
1
year to
10
years, some of which include options to extend the leases for up to
15
years, and some of which include options to terminate the leases within
1
year. We sublease certain real estate leases to third parties which mainly consist of operating leases for space within our offices.
Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expenses for these leases on a straight line-basis over the lease term in operating-related expenses and selling and general expenses.
Operating lease ROU assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. Our future minimum based payments used to determine our lease liabilities include minimum based rent payments and escalations. As most of our leases do not provide an implicit rate, we use our estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.
During the three months ended March 31, 2023 and 2022, we a recorded pre-tax impairment charge of $
6
million and $
5
million related to the impairment and abandonment of operating lease related ROU assets. The impairment charges are included in selling and general expenses within the consolidated statements of income.
The following table provides information on the location and amounts of our leases on our consolidated balance sheets as of March 31, 2023 and December 31, 2022:
| (in millions) | March 31, | December 31, | ||||||||||||
| Balance Sheet Location | 2023 | 2022 | ||||||||||||
| Assets | ||||||||||||||
| Right of use assets | Lease right of use assets | $ |
|
$ |
|
|||||||||
| Liabilities | ||||||||||||||
| Current lease liabilities |
|
|
||||||||||||
| Lease liabilities — non-current | Non-current lease liabilities |
|
|
|||||||||||
The components of lease expense for the three months ended March 31 are as follows:
| (in millions) | 2023 | 2022 | |||||||||
| Operating lease cost | $ |
|
$ |
|
|||||||
| Sublease income |
(
|
(
|
|||||||||
| Total lease cost | $ |
|
$ |
|
|||||||
26
Supplemental information related to leases for the three months ended March 31 are as follows:
| (in millions) | 2023 | 2022 | ||||||||||||
| Cash paid for amounts included in the measurement for operating lease liabilities | ||||||||||||||
| Operating cash flows for operating leases | $ |
|
$ |
|
||||||||||
| Right of use assets obtained in exchange for lease obligations | ||||||||||||||
| Operating leases |
|
|
||||||||||||
Weighted-average remaining lease term and discount rate for our operating leases are as follows:
| March 31, | December 31, | ||||||||||
| 2023 | 2022 | ||||||||||
| Weighted-average remaining lease term (years) |
|
|
|||||||||
| Weighted-average discount rate |
|
% |
|
% | |||||||
| (in millions) | |||||
|
2023 (Excluding the three months ended March 31, 2023)
|
$ |
|
|||
| 2024 |
|
||||
| 2025 |
|
||||
| 2026 |
|
||||
| 2027 |
|
||||
| 2028 and beyond |
|
||||
| Total undiscounted lease payments | $ |
|
|||
| Less: Imputed interest |
|
||||
| Present value of lease liabilities | $ |
|
|||
Related Party Agreements
In June of 2012, we entered into a license agreement (the “License Agreement") with the holder of S&P Dow Jones Indices LLC noncontrolling interest, CME Group, replacing the 2005 license agreement between Indices and CME Group. Under the terms of the License Agreement, S&P Dow Jones Indices LLC receives a share of the profits from the trading and clearing of CME Group's equity index products. During the three months ended March 31, 2023 and 2022, S&P Dow Jones Indices LLC earned $
44
million and $
41
million, respectively, of revenue under the terms of the License Agreement. The entire amount of this revenue is included in our consolidated statement of income and the portion related to the
27
% noncontrolling interest is removed in net income attributable to noncontrolling interests.
Contractual Obligations
We typically have various contractual obligations, which are recorded as liabilities in our consolidated balance sheets, while other items, such as certain purchase commitments and other executory contracts, are not recognized. For example, we are contractually committed to contracts for information-technology outsourcing, certain enterprise-wide information-technology software licensing and maintenance. In the first quarter of 2023, S&P Global and Amazon Web Services (“AWS”) entered into a multi-year strategic collaboration agreement with a purchase obligation of $
1.0
billion, before incremental credits, over a
five-year
period. With AWS as its preferred cloud provider, S&P Global will enhance its cloud infrastructure, accelerate business growth, engineer new innovations for key industry segments, and help their customers navigate rapidly changing market conditions
.
Legal and Regulatory Matters
In the normal course of business both in the United States and abroad, the Company and its subsidiaries are defendants in a number of legal proceedings and are often subjected to government and regulatory proceedings, investigations and inquiries.
27
A class action lawsuit was filed in Australia on August 7, 2020 against the Company and a subsidiary of the Company. A separate lawsuit was filed against the Company and a subsidiary of the Company in Australia on February 2, 2021 by
two
entities within the Basis Capital investment group. The lawsuits both relate to alleged investment losses in collateralized debt obligations rated by Ratings prior to the financial crisis. We can provide no assurance that we will not be obligated to pay significant amounts in order to resolve these matters on terms deemed acceptable.
From time to time, the Company receives customer complaints. The Company believes it has strong contractual protections in the terms and conditions included in its arrangements with customers. Nonetheless, in the interest of managing customer relationships, the Company from time to time engages in dialogue with such customers in an effort to resolve such complaints, and if such complaints cannot be resolved through dialogue, may face litigation regarding such complaints. The Company does not expect to incur material losses as a result of these matters.
Moreover, 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, antitrust matters and other matters, such as ESG. For example, as a nationally recognized statistical rating organization registered with the SEC under Section 15E of the Exchange Act, S&P Global Ratings is in ongoing communication with the staff of the SEC regarding compliance with its extensive obligations under the federal securities laws. Although S&P Global seeks to promptly address any compliance issues that it detects or that the staff of the SEC or another regulator raises, there can be no assurance that the SEC or another regulator will not seek remedies against S&P Global for one or more compliance deficiencies. Any of these proceedings, investigations or inquiries could ultimately result in adverse judgments, damages, fines, penalties or activity restrictions, which could adversely impact our consolidated financial condition, cash flows, business or competitive position.
In view of the uncertainty inherent in litigation and government and regulatory enforcement matters, we cannot predict the eventual outcome of such matters or the timing of their resolution, or in most cases reasonably estimate what the eventual judgments, damages, fines, penalties or impact of activity (if any) restrictions may be. As a result, we cannot provide assurance that such outcomes will not have a material adverse effect on our consolidated financial condition, cash flows, business or competitive position. As litigation or the process to resolve pending matters progresses, as the case may be, we will continue to 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 or competitive position, which may require that we record liabilities in the consolidated financial statements in future periods.
13.
Recently Issued or Adopted Accounting Standards
28
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Unaudited)
The following Management's Discussion and Analysis (“MD&A”) provides a narrative of the results of operations and financial condition of S&P Global Inc. (together with its consolidated subsidiaries, (“S&P Global,” the “Company,” “we,” “us” or “our”) for the three months ended March 31, 2023. The MD&A should be read in conjunction with the consolidated financial statements, accompanying notes and MD&A included in our Form 10-K for the year ended December 31, 2022 (our “Form 10-K”), which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The MD&A includes the following sections:
•
Overview
•
Results of Operations — Comparing the Three Months Ended March 31, 2023 and 2022
•
Liquidity and Capital Resources
•
Reconciliation of Non-GAAP Financial Information
•
Critical Accounting Estimates
•
Recently Issued or Adopted Accounting Standards
•
Forward-Looking Statements
OVERVIEW
We are a provider of credit ratings, benchmarks, analytics and workflow solutions in the global capital, commodity, automotive and engineering
markets. The capital markets include asset managers, investment banks, commercial banks, insurance companies, exchanges, trading firms and issuers; the commodity markets include producers, traders and intermediaries within energy, petrochemicals, metals & steel and agriculture; the automotive markets include manufacturers, suppliers, dealerships and service shops; and the engineering markets include engineers, builders, and architects.
Our operations consist of six reportable segments: S&P Global Market Intelligence (“Market Intelligence”), S&P Global Ratings (“Ratings”), S&P Global Commodity Insights (“Commodity Insights”), S&P Global Mobility (“Mobility”), S&P Dow Jones Indices (“Indices”) and S&P Global Engineering Solutions (“Engineering Solutions”).
•
Market Intelligence is a global provider of multi-asset-class data and analytics integrated with purpose-built workflow solutions.
•
Ratings is an independent provider of credit ratings, research, and analytics, offering investors and other market participants information, ratings and benchmarks.
•
Commodity Insights is a leading independent provider of information and benchmark prices for the commodity and energy markets.
•
Mobility is a leading provider of solutions serving the full automotive value chain including vehicle manufacturers (OEMs), automotive suppliers, mobility service providers, retailers, consumers, and finance and insurance companies.
•
Indices is a global index provider maintaining a wide variety of valuation and index benchmarks for investment advisors, wealth managers and institutional investors.
•
Engineering Solutions is a leading provider of engineering standards and related technical knowledge.
On January 14, 2023, we entered into a securities and asset purchase agreement with Allium Buyer LLC, a Delaware limited liability company controlled by funds affiliated with Kohlberg Kravis Roberts & Co. L.P. (“KKR”) to sell our Engineering Solutions business for $975 million in cash, subject to customary purchase price adjustments. We currently anticipate the divestiture to result in after-tax proceeds of approximately $750 million, which proceeds are expected to be used for share repurchases. Engineering Solutions became part of the Company following our merger with IHS Markit. The transaction, which is subject to receipt of required regulatory approvals and satisfying other customary closing conditions, is expected to close in the second quarter of 2023. See Note 2 -
Acquisitions and Divestitures
for additional information.
On February 28, 2022, we completed the merger with IHS Markit Ltd (“IHS Markit”), and as a result, IHS Markit and its subsidiaries became wholly owned consolidated subsidiaries of S&P Global, and the financial results include IHS Markit from the date of acquisition. See Note 2 -
Acquisitions and Divestitures
for additional information.
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Key results for the three months ended March 31 are as follows:
| (in millions, except per share amounts) | 2023 | 2022 |
% Change
1
|
||||||||||||||
| Revenue | $ | 3,160 | $ | 2,389 | 32% | ||||||||||||
|
Operating profit
2
|
$ | 1,144 | $ | 1,892 | (40)% | ||||||||||||
| Operating margin % | 36 | % | 79 | % | |||||||||||||
| Diluted earnings per share from net income | $ | 2.47 | $ | 4.47 | (45)% | ||||||||||||
1
% changes in the tables throughout the MD&A are calculated off of the actual number, not the rounded number presented.
2
2023 includes IHS Markit merger costs of $64 million, a gain on dispositions of $50 million, disposition-related costs of $13 million, employee severance charges of $12 million and acquisition-related costs of $2 million. 2022 includes a gain on dispositions of $1.3 billion, IHS Markit merger costs of $230 million, a S&P Foundation grant of $200 million, employee severance charges of $78 million, acquisition-related costs of $15 million and lease impairments of $5 million. 2023 and 2022 also includes amortization of intangibles from acquisitions of $275 million and $125 million, respectively.
Revenue increased 32% primarily due to the impact of the merger with IHS Markit; subscription revenue growth for certain Desktop products, RatingsXpress®, RatingsDirect®, and certain data feed products within Data & Advisory Solutions at Market Intelligence; continued demand for market data and market insights products and higher conference revenue at Commodity Insights; higher exchange-traded derivative revenue and higher data subscription revenue at Indices. These increases were partially offset by a decrease in revenue at Ratings primarily due to lower bank loan ratings revenue. Foreign exchange rates had an unfavorable impact of 2 percentage points.
Operating profit decreased 40%. Excluding the unfavorable impact of a higher gain on dispositions in 2022 of 79 percentage points, higher amortization of intangibles from acquisitions in 2023 of 9 percentage points and disposition-related costs in 2023 of 1 percentage point, partially offset by the impact of a S&P Foundation grant in 2022 of 12 percentage points, higher IHS Markit merger costs in 2022 of 10 percentage points, higher employee severance charges in 2022 of 4 percentage points and higher acquisition-related costs in 2022 of 1 percentage point, operating profit increased 22%. The increase was primarily due to revenue growth, partially offset by expenses associated with the merger with IHS Markit, an increase in compensation costs, higher technology costs and the resumption of business travel to more normalized levels in 2023. Foreign exchange rates had a favorable impact of less than 1 percentage point.
Our Strategy
We are a provider of credit ratings, benchmarks, analytics and workflow solutions in the global capital, commodity, automotive and engineering markets. Our purpose is to accelerate progress. We seek to deliver on this purpose in line with our core values of discovery, partnership and integrity.
In 2022, we announced the launch of Powering Global Markets to provide a framework for our forward-looking business strategy. Through this framework, we focus on our customer’s ever-changing needs, growing our core businesses, innovating in new markets and leveraging the power of our data and technology. In 2023, we are striving to deliver on our strategic priorities in the following key areas:
Finance
•
Meeting or exceeding our organic revenue growth and EBITA margin targets;
•
Realizing our merger/integration commitments - cost and revenue synergy targets; and
•
Driving growth and superior shareholder returns through effective execution, active portfolio management and prudent capital allocation.
Customer at the Core
•
Enhancing customer support and seamless user experience with a focus on ease of discoverability, distribution, and delivery of our products and services and integrated capabilities; and
•
Continuing to invest in customer facing solutions and processes.
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Grow and Innovate
•
Continuing to fund and accelerate key growth areas and transformational adjacencies;
•
Exercising disciplined organic capital allocation, inorganic and partnership strategies; and
•
Growing the value of S&P Global’s brand through an integrated marketing and communication strategy; driving awareness and consideration across the product offering.
Data and Technology
•
Efficient integration, accessibility and governance of enterprise data assets, with initial focus on sustainability data, data science and enterprise-wide data management through the formation of a data council to drive enterprise value creation;
•
Advancing transition to optimize tech spend practice i.e., shifting the balance towards funding higher growth innovation, establishing key spend benchmarks and 3-year transition plan; and
•
Continuing momentum in transitioning all products and services to a cloud-based ecosystem while implementing technologies that align to our customer needs and unlock new opportunities.
Lead and Inspire
•
Continuing to improve diverse representation through hiring, advancement and retention, while continuing to raise awareness through Diversity, Equity, and Inclusion education; and
•
Ensuring our people are engaged with a particular focus on learning, development and career opportunities, and continue to embed our purpose and values throughout the Company.
Execute and Deliver
•
Driving continuous commitment to risk management, compliance, and control across S&P Global; and
•
Creating a more sustainable impact.
There can be no assurance that we will achieve success in implementing any one or more of these strategies as a variety of factors could unfavorably impact operating results, including prolonged difficulties in the global credit markets and a change in the regulatory environment affecting our businesses. See Item 1A,
Risk Factors
in this Form 10-Q and our most recently filed Annual Report on Form 10-K.
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RESULTS OF OPERATIONS — COMPARING THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022
Consolidated Review
| (in millions) | 2023 | 2022 | % Change | ||||||||||||||
| Revenue | $ | 3,160 | $ | 2,389 | 32% | ||||||||||||
| Total Expenses: | |||||||||||||||||
| Operating-related expenses | 1,088 | 749 | 45% | ||||||||||||||
| Selling and general expenses | 705 | 958 | (26)% | ||||||||||||||
| Depreciation and amortization | 287 | 137 | N/M | ||||||||||||||
| Total expenses | 2,080 | 1,844 | 13% | ||||||||||||||
| Gain on dispositions | (50) | (1,344) | (96)% | ||||||||||||||
| Equity in Income on Unconsolidated Subsidiaries | (14) | (3) | N/M | ||||||||||||||
| Operating profit | 1,144 | 1,892 | (40)% | ||||||||||||||
| Other expense (income), net | 11 | (49) | N/M | ||||||||||||||
| Interest expense, net | 85 | 57 | 51% | ||||||||||||||
| Loss on extinguishment of debt, net | — | 17 | N/M | ||||||||||||||
| Provision for taxes on income | 188 | 568 | (67)% | ||||||||||||||
| Net income | 860 | 1,299 | (34)% | ||||||||||||||
| Less: net income attributable to noncontrolling interests | (65) | (64) | (2)% | ||||||||||||||
| Net income attributable to S&P Global Inc. | $ | 795 | $ | 1,235 | (36)% | ||||||||||||
N/M – Represents a change equal to or in excess of 100% or not meaningful
Revenue
The following table provides consolidated revenue information for the three months ended March 31:
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| (in millions) | 2023 | 2022 | % Change | ||||||||||||||
| Revenue | $ | 3,160 | $ | 2,389 | 32% | ||||||||||||
| Subscription revenue | 1,740 | 1,125 | 55% | ||||||||||||||
| Non-subscription / transaction revenue | 598 | 512 | 17% | ||||||||||||||
| Non-transaction revenue | 403 | 425 | (5)% | ||||||||||||||
| Asset-linked fees | 210 | 218 | (4)% | ||||||||||||||
| Sales usage-based royalties | 84 | 69 | 22% | ||||||||||||||
| Recurring variable | 125 | 40 | N/M | ||||||||||||||
| % of total revenue: | |||||||||||||||||
| Subscription revenue | 55 | % | 47 | % | |||||||||||||
| Non-subscription / transaction revenue | 19 | % | 21 | % | |||||||||||||
| Non-transaction revenue | 13 | % | 18 | % | |||||||||||||
| Asset-linked fees | 7 | % | 9 | % | |||||||||||||
| Sales usage-based royalties | 2 | % | 3 | % | |||||||||||||
| Recurring variable | 4 | % | 2 | % | |||||||||||||
| U.S. revenue | $ | 1,926 | $ | 1,426 | 35% | ||||||||||||
| International revenue: | |||||||||||||||||
| European region | 711 | 567 | 25% | ||||||||||||||
| Asia | 337 | 264 | 28% | ||||||||||||||
| Rest of the world | 186 | 132 | 40% | ||||||||||||||
| Total international revenue | $ | 1,234 | $ | 963 | 28% | ||||||||||||
| % of total revenue: | |||||||||||||||||
| U.S. revenue | 61 | % | 60 | % | |||||||||||||
| International revenue | 39 | % | 40 | % | |||||||||||||
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Revenue increased 32% as compared to the three months ended March 31, 2022. Subscription revenue increased primarily due to the impact of the merger with IHS Markit. Subscription revenue growth in Desktop products, Credit & Risk Solutions and Data & Advisory Solutions at Market Intelligence, continued demand for Commodity Insights market data and market insights products and higher data subscription revenue at Indices also contributed to the increase. Non-subscription / transaction revenue increased due to the impact of the merger with IHS Markit and an increase in conference revenue at Commodity Insights, partially offset by a decrease in bank loan ratings revenue at Ratings. Non-transaction revenue decreased due to a decrease in new entity credit ratings revenue, lower Ratings Evaluation Service (“RES”) revenue driven by decreased M&A activity and the unfavorable impact of foreign exchange rates, partially offset by an increase in revenue at our CRISIL subsidiary. Asset linked fees decreased primarily due to lower average levels of assets under management for ETFs and mutual funds at Indices. The increase in sales-usage based royalties was primarily driven by higher exchange-traded derivative revenue at Indices. Recurring variable revenue at Market Intelligence increased due to the impact of the merger with IHS Markit and represents revenue from contracts for services that specify a fee based on, among other factors, the number of trades processed, assets under management, or the number of positions valued. See “Segment Review” below for further information.
The unfavorable impact of foreign exchange rates reduced revenue by 2 percentage points. This impact refers to constant currency comparisons estimated by recalculating current year results of foreign operations using the average exchange rate from the prior year.
Total Expenses
The following tables provide an analysis by segment of our operating-related expenses and selling and general expenses for the three months ended March 31:
| (in millions) | 2023 | 2022 | % Change | ||||||||||||||||||||||||||||||||
|
Operating-
related expenses |
Selling and
general expenses |
Operating-
related expenses |
Selling and
general expenses |
Operating-
related expenses |
Selling and
general expenses |
||||||||||||||||||||||||||||||
|
Market Intelligence
1
|
$ | 488 | $ | 250 | $ | 322 | $ | 190 | 52% | 31% | |||||||||||||||||||||||||
|
Ratings
2
|
233 | 105 | 237 | 110 | (2)% | (4)% | |||||||||||||||||||||||||||||
|
Commodity Insights
3
|
182 | 104 | 114 | 78 | 61% | 33% | |||||||||||||||||||||||||||||
|
Mobility
4
|
99 | 117 | 30 | 41 | N/M | N/M | |||||||||||||||||||||||||||||
|
Indices
5
|
53 | 45 | 48 | 45 | 10% | (1)% | |||||||||||||||||||||||||||||
|
Engineering Solutions
6
|
64 | 20 | 21 | 7 | N/M | N/M | |||||||||||||||||||||||||||||
|
Intersegment eliminations
7
|
(42) | — | (39) | — | (9)% | N/M | |||||||||||||||||||||||||||||
| Total segments | 1,077 | 642 | 733 | 472 | 47% | 36% | |||||||||||||||||||||||||||||
|
Corporate Unallocated expense
8
|
11 | 63 | 16 | 487 | (79)% | (87)% | |||||||||||||||||||||||||||||
| Total | $ | 1,088 | $ | 705 | $ | 749 | $ | 958 | 45% | (26)% | |||||||||||||||||||||||||
N/M – Represents a change equal to or in excess of 100% or not meaningful
1
2023 includes IHS Markit merger costs of $13 million and employee severance charges of $6 million. 2022 includes employee severance charges of $18 million and acquisition-related costs of $2 million.
2
2023 and 2022 include employee severance charges of $1 million and $5 million, respectively.
3
2023 includes IHS Markit merger costs of $13 million and employee severance charges of $2 million. 2022 includes employee severance charges of $7 million and acquisition-related costs of $2 million.
4
2023 includes IHS Markit merger costs of $1 million and acquisition-related costs of $1 million. 2022 includes acquisition-related costs of $1 million.
5
2023 includes employee severance charges of $1 million and IHS Markit merger costs of $1 million. 2022 includes employee severance charges of $2 million.
6
2022 includes employee severance charges of $1 million.
7
Intersegment eliminations primarily relate to a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.
8
2023 includes IHS Markit merger costs of $37 million, disposition-related costs of $13 million, employee severance charges of $1 million and acquisition-related costs of $1 million. 2022 includes IHS Markit merger costs of $230 million, a S&P Foundation grant of $200 million, employee severance charges of $46 million, acquisition-related costs of $11 million and lease impairments of $5 million.
34
Operating-Related Expenses
Operating-related expenses increased 45% primarily driven by the impact of the merger with IHS Markit and higher compensation costs.
Intersegment eliminations primarily relate to a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.
Selling and General Expenses
Selling and general expenses decreased 26%. Excluding the favorable impact of a S&P Foundation grant in 2022 of 32 percentage points, higher IHS Markit merger costs in 2022 of 26 percentage points, higher employee severance charges in 2022 of 10 percentage points, higher acquisition-related costs in 2022 of 2 percentage points and lease impairments in 2022 of 1 percentage point, partially offset by disposition-related costs in 2023 of 2 percentage points, selling and general expenses increased 43%. The increase was primarily driven by the impact of the merger with IHS Markit and higher compensation costs.
Depreciation and Amortization
Depreciation and amortization was $287 million in 2023 compared to $137 million in 2022, primarily due to higher intangible asset amortization driven by the impact of the merger with IHS Markit.
Gain on Dispositions
During the three months ended March 31, 2023, we received a contingent payment that resulted a pre-tax
gain of $50 million which was included in Gain on dispositions in the consolidated statements of income:
•
In the first quarter of 2023, we received a contingent payment following the sale of Leveraged Commentary and Data (“LCD”) along with a related family of leveraged loan indices in June of 2022. The contingent payment was payable six months following the closing upon the achievement of certain conditions related to the transition of LCD customer relationships. During the three months ended March 31, 2023, the contingent payment resulted in a pre-tax gain of $46 million ($34 million after-tax) related to the sale of LCD in our Market Intelligence segment and $4 million ($3 million after-tax) related to the sale of a family of leveraged loan indices in our Indices segment.
During the three months ended March 31, 2022, we completed the following dispositions that were included in Gain on dispositions in the consolidated statement of income:
•
In March of 2022, we completed the previously announced sale of CUSIP Global Services (“CGS”), a business within our Market Intelligence segment, to FactSet Research Systems Inc. for a purchase price
of $1.925 billion in cash, subject to customary adjustments. During the three months ended March 31, 2022, we recorded a pre-tax gain of $1.344 billion ($999 million after tax) in Gain on dispositions in the consolidated statements of income related to the sale of CGS.
•
In February of 2022, we completed the previously announced sale of Oil Price Information Services (“OPIS”) to News Corp for $1.150 billion in cash. We did not recognize a gain on the sale of OPIS.
Operating Profit
We consider operating profit to be an important measure for evaluating our operating performance and we evaluate operating profit for each of the reportable business segments in which we operate.
We internally manage our operations by reference to operating profit with economic resources allocated primarily based on each segment's contribution to operating profit. Segment operating profit is defined as operating profit before Corporate Unallocated expense and Equity in Income on Unconsolidated Subsidiaries. Segment operating profit is not, however, a measure of financial performance under U.S. GAAP, and may not be defined and calculated by other companies in the same manner.
35
The tables below reconcile segment operating profit to total operating profit for the three months ended March 31:
| (in millions) | 2023 | 2022 | % Change | ||||||||||||||
|
Market Intelligence
1
|
$ | 229 | $ | 1,489 | (85)% | ||||||||||||
|
Ratings
2
|
477 | 511 | (7)% | ||||||||||||||
|
Commodity Insights
3
|
187 | 158 | 18% | ||||||||||||||
|
Mobility
4
|
64 | 18 | N/M | ||||||||||||||
|
Indices
5
|
238 | 224 | 6% | ||||||||||||||
|
Engineering Solutions
6
|
14 | 1 | N/M | ||||||||||||||
| Total segment operating profit | 1,209 | 2,401 | (50)% | ||||||||||||||
|
Corporate Unallocated expense
7
|
(79) | (512) | 85% | ||||||||||||||
|
Equity in Income on Unconsolidated Subsidiaries
8
|
14 | 3 | N/M | ||||||||||||||
| Total operating profit | $ | 1,144 | $ | 1,892 | (40)% | ||||||||||||
N/M – Represents a change equal to or in excess of 100% or not meaningful
1
2023 includes a gain on disposition of $46 million, IHS Markit merger costs of $13 million and employee severance charges of $6 million. 2022 includes a gain on disposition of $1.3 billion, employee severance charges of $18 million and acquisition-related costs of $2 million. 2023 and 2022 include amortization of intangibles from acquisitions of $141 million and $64 million, respectively.
2
2023 and 2022 include employee severance charges of $1 million and $5 million, respectively. 2023 and 2022 both include amortization of intangibles from acquisitions of $2 million.
3
2023 includes IHS Markit merger costs of $13 million and employee severance charges of $2 million. 2022 includes employee severance charges of $7 million and acquisition-related costs of $2 million. 2023 and 2022 include amortization of intangibles from acquisitions of $33 million and $13 million, respectively.
4
2023 includes IHS Markit merger costs of $1 million and acquisition-related costs of $1 million. 2022 includes acquisition-related costs of $1 million. 2023 and 2022 include amortization of intangibles from acquisitions
of $74 million a
nd
$24 million
, respectively.
5
2023 includes a gain on disposition of $4 million, employee severance charges of $1 million and IHS Markit merger costs of $1 million. 2022 includes employee severance charges of $2 million. 2023 and 2022 include amortization of intangibles from acquisitions of $9 million and $4 million, respectively.
6
2022 includes employee severance charges of $1 million. 2023 and 2022 includes amortization of intangibles from acquisitions of $2 million and $4 million, respectively.
7
2023 includes IHS Markit merger costs of $37 million, disposition-related costs of $13 million, employee severance charges of $1 million and acquisition-related costs of $1 million. 2022 includes IHS Markit merger costs of $230 million, S&P Foundation grant of $200 million, employee severance charges of $46 million, acquisition-related costs of $11 million and lease impairments of $5 million. 2023 includes amortization of intangibles from acquisitions of $1 million.
8
2023 and 2022 both include amortization of intangibles from acquisitions of $14 million.
Segment Operating Profit —
Segment operating profit decreased 50% as compared to 2022. Excluding the unfavorable impact of a higher gain on dispositions in 2022 of 63 percentage points, higher amortization of intangibles from acquisitions in 2023 of 7 percentage points and higher IHS Markit merger costs in 2023 of 1 percentage point, partially offset by higher employee severance charges in 2022 of 1 percentage point, segment operating profit increased 21%. The increase was primarily due to revenue growth, partially offset by expenses associated with the merger with IHS Markit, an increase in compensation costs, higher technology costs and the resumption of business travel to more normalized levels in 2023. See “Segment Review” below for further information.
Corporate Unallocated Expense—
Corporate Unallocated expense includes costs for corporate functions, select initiatives, unoccupied office space and Kensho, included in selling and general expenses. Corporate Unallocated expense decreased 85% compared to 2022. Excluding the impact of a S&P Foundation grant in 2022 of 46 percentage points, higher IHS Markit merger costs in 2022 of 45 percentage points, higher employee severance charges in 2022 of 10 percentage points and higher acquisition-related costs in 2022 of 2 percentage points, partially offset by disposition-related costs in 2023 of 3 percentage points, Corporate Unallocated expense increased 17% primarily due to higher executive costs.
Equity in Income on Unconsolidated Subsidiaries—
The Company holds an investment in a 50/50 joint venture arrangement with shared control with CME Group that combined each company’s post-trade services into a joint venture, OSTTRA. The joint venture provides trade processing and risk mitigation operations and incorporates CME’s optimization businesses
36
(Traiana, TriOptima, and Reset) and the Company’s MarkitSERV business. The combination is intended to increase operating efficiencies of both businesses to more effectively service clients with enhanced platforms and services for OTC markets across interest rate, FX, equity, and credit asset classes. Equity in Income on Unconsolidated Subsidiaries includes the OSTTRA joint venture acquired in connection with the merger with IHS Markit. Equity in Income on Unconsolidated Subsidiaries was $14 million and $3 million for the three months ended March 31, 2023 and March 31, 2022, respectively.
Foreign exchange rates had a favorable impact on operating profit of less than 1 percentage point. This impact refers to constant currency comparisons and the remeasurement of monetary assets and liabilities. Constant currency impacts are estimated by re-calculating current year results of foreign operations using the average exchange rate from the prior year. Remeasurement impacts are based on the variance between current-year and prior-year foreign exchange rate fluctuations on assets and liabilities denominated in currencies other than the individual business’s functional currency.
Other Expense (Income), net
Other expense (income), net includes gains and losses on our mark-to-market investments and the net periodic benefit cost for our retirement and post retirement plans. Other expense, net was $11 million for the three months ended March 31, 2023 compared to other income, net of $49 million for the three months ended March 31, 2022, primarily due to losses on our mark-to-market investments in 2023 compared to gains in 2022.
Interest Expense, net
Interest expense, net increased $28 million compared to the three months ended March 31, 2022, primarily due to higher debt balances in the first quarter of 2023 resulting from the Exchange Offer that took place in March of 2022 in connection with the merger of IHS Markit.
Loss on Extinguishment of Debt, net
During the three months ended March 31, 2022, we recognized a $17 million loss on extinguishment of debt which includes a $118 million tender premium paid to tendering note holders in accordance with the terms of the tender offer, offset by a $101 million non-cash write-off related to the fair market value step up premium on extinguished debt.
Provision for Income Taxes
The effective income tax rate was 17.9% for the three months ended March 31, 2023 and 30.4% for the three months ended March 31, 2022, respectively. The higher rate for the three months ended March 31, 2022 was primarily due to the tax charge on merger related divestitures and deal related non-deductible costs.
Segment Review
Market Intelligence
Market Intelligence is a global provider of multi-asset-class data and analytics integrated with purpose-built workflow solutions. Market Intelligence's portfolio of capabilities are designed to help trading and investment professionals, government agencies, corporations and universities track performance, generate alpha, identify investment ideas, understand competitive and industry dynamics, perform valuations and manage credit risk.
In January of 2023, we completed the acquisition of ChartIQ, a premier charting provider for the financial services industry. ChartIQ is a professional grade charting solution that allows users to visualize data with a fully interactive web-based library that works seamlessly across web, mobile and desktop. It provides advanced capabilities including trade visualization, options analytics, technical analysis and more. Additionally, ChartIQ allows clients to visualize vendor-supplied data combined with their own proprietary content, alternative datasets or analytics. The acquisition further enhances our S&P Capital IQ Pro platform, our digital investment solutions provider Markit Digital and other workflow solutions to provide the industry with leading visualization capabilities. The acquisition of ChartIQ is not material to our consolidated financial statements.
In January of 2023, we completed the acquisition of TruSight Solutions LLC (“TruSight”) a provider of third-party vendor risk assessments. The acquisition further expands the breadth and depth of S&P Global’s third party vendor risk management solutions by offering high-quality validated assessment data to clients designed to reduce further the vendor due diligence
37
burden on service providers to the financial services industry. The acquisition of TruSight is not material to our consolidated financial statements.
In the first quarter of 2023, we received a contingent payment following the sale of Leveraged Commentary and Data (“LCD”) that resulted a pre-tax gain of $46 million ($34 million after-tax) which was included in Gain on dispositions in the consolidated statements of income.
In March of 2022, we completed the previously announced sale of CUSIP Global Services (“CGS”), a business within our Market Intelligence segment, to FactSet Research Systems Inc. for a purchase price
of $1.925 billion in cash, subject to customary adjustments. During the three months ended March 31, 2022, we recorded a pre-tax gain of $1.344 billion ($999 million after tax) in Gain on dispositions in the consolidated statements of income related to the sale of CGS.
See Note 2 -
Acquisitions and Divestitures
to the consolidated financial statements of this Form 10-Q for information on the merger with IHS Markit.
Market Intelligence includes the following business lines:
•
Desktop
—
a product suite that provides data, analytics and third-party research for global finance and corporate professionals, which includes the Capital IQ platforms (which are inclusive of S&P Capital IQ Pro, Capital IQ, Office and Mobile products);
•
Data & Advisory Solutions
—
a broad range of research, reference data, market data, derived analytics and valuation services covering both the public and private capital markets, delivered through flexible feed-based or API delivery mechanisms. This also includes issuer solutions for public companies, a range of products for the maritime & trade market, data and insight into Financial Institutions, the telecoms, technology and media space as well as ESG and supply chain data analytics;
•
Enterprise Solutions
—
software and workflow solutions that help our customers manage and analyze data; identify risk; reduce costs; and meet global regulatory requirements. The portfolio includes industry leading financial technology solutions like Wall Street Office, Enterprise Data Manager, Information Mosaic, and iLevel. Our Global Markets Group offering delivers bookbuilding platforms across multiple assets including municipal bonds, equities and fixed income; and
•
Credit & Risk Solutions
—
commercial arm that sells Ratings' credit ratings and related data and research, advanced analytics, and financial risk solutions which includes subscription-based offerings, RatingsXpress®, RatingsDirect® and Credit Analytics.
Subscription revenue at Market Intelligence is primarily derived from distribution of data, valuation services, analytics, third party research, and credit ratings-related information through both feed and web-based channels. Subscription revenue also includes software and hosted product offerings which provide maintenance and continuous access to our platforms over the contract term. Recurring variable revenue at Market Intelligence represents revenue from contracts for services that specify a fee based on, among other factors, the number of trades processed, assets under management, or the number of positions valued. Non-subscription revenue at Market Intelligence is primarily related to certain advisory, pricing conferences and events, and analytical services.
38
The following table provides revenue and segment operating profit information for the three months ended March 31:
| (in millions) | 2023 | 2022 | % Change | ||||||||||||||
| Revenue | $ | 1,071 | $ | 727 | 47% | ||||||||||||
| Subscription revenue | $ | 890 | $ | 659 | 35% | ||||||||||||
| Recurring variable revenue | $ | 125 | $ | 40 | N/M | ||||||||||||
| Non-subscription revenue | $ | 56 | $ | 28 | 95% | ||||||||||||
| % of total revenue: | |||||||||||||||||
| Subscription revenue | 83 | % | 90 | % | |||||||||||||
| Recurring variable revenue | 12 | % | 6 | % | |||||||||||||
| Non-subscription revenue | 5 | % | 4 | % | |||||||||||||
| U.S. revenue | $ | 628 | $ | 434 | 45% | ||||||||||||
| International revenue | $ | 443 | $ | 293 | 51% | ||||||||||||
| % of total revenue: | |||||||||||||||||
| U.S. revenue | 59 | % | 60 | % | |||||||||||||
| International revenue | 41 | % | 40 | % | |||||||||||||
|
Operating profit
1
|
$ | 229 | $ | 1,489 | (85)% | ||||||||||||
| Operating margin % | 21 | % | 205 | % | |||||||||||||
N/M – Represents a change equal to or in excess of 100% or not meaningful
1
2023 includes a gain on disposition of $46 million, IHS Markit merger costs of $13 million and employee severance charges of $6 million. 2022 includes a gain on disposition of $1.3 billion, employee severance charges of $18 million and acquisition-related costs of $2 million. 2023 and 2022 includes amortization of intangibles from acquisitions of $141 million and $64 million, respectively.
Revenue increased 47% primarily due to the impact of the merger with IHS Markit. Subscription revenue growth for certain Market Intelligence Desktop products, RatingsXpress®, RatingsDirect®, and certain data feed products within Data and Advisory Solutions also contributed to revenue growth. Foreign exchange rates had an unfavorable impact of 2 percentage points.
Operating profit decreas
ed 85%. Excludi
ng the impact of a higher gain on dispositions in 2022 of 127 percentage points, higher amortization of intangibles in 2023 of 8 percentage points and higher IHS Markit merger costs in 2023 of 1 percentage point, partially offset by higher employee severance charges in 2022 of 1 percentage point and higher acquisition-related costs in 2022 of 1 percentage point, operating profit increased 49% primarily due to revenue growth, partially offset by expenses associated with the merger with IHS Markit, higher compensation costs, higher technology costs, higher outside services costs and the resumption of business travel to more normalized levels in 2023. Foreign exchange rates had an unfavorable impact of 1 percentage point.
For a further discussion of competitive and other risks inherent in our Market Intelligence business, see Item 1A,
Risk Factors
in this Form 10-Q and our most recently filed Annual Report on Form 10-K. For a further discussion of the legal and regulatory matters see Note 12 –
Commitments and Contingencies
to the consolidated financial statements of this Form 10-Q.
Ratings
Ratings is an independent provider of credit ratings, research, and analytics, offering investors and other market participants information, ratings and benchmarks. Credit ratings are one of several tools investors can use when making decisions about purchasing bonds and other fixed income investments. They are opinions about credit risk and our ratings express our opinion about the ability and willingness of an issuer, such as a corporation or state or city government, to meet its financial obligations in full and on time. Our credit ratings can also relate to the credit quality of an individual debt issue, such as a corporate or municipal bond, and the relative likelihood that the issue may default.
39
Ratings disaggregates its revenue between transaction and non-transaction. Transaction revenue primarily includes fees associated with:
•
ratings related to new issuance of corporate and government debt instruments, as well as structured finance debt instruments; and
•
bank loan ratings.
Non-transaction revenue primarily includes fees for surveillance of a credit rating, annual fees for customer relationship-based pricing programs, fees for entity credit ratings and global research and analytics at CRISIL. Non-transaction revenue also includes an intersegment royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings. Royalty revenue was $36 million and $34 million for the three months ended March 31, 2023 and 2022, respectively.
The following table provides revenue and segment operating profit information for the three months ended March 31:
| (in millions) | 2023 | 2022 | % Change | ||||||||||||||
| Revenue | $ | 824 | $ | 868 | (5)% | ||||||||||||
| Transaction revenue | $ | 379 | $ | 404 | (6)% | ||||||||||||
| Non-transaction revenue | $ | 445 | $ | 464 | (4)% | ||||||||||||
| % of total revenue: | |||||||||||||||||
|
Transaction revenue
|
46 | % | 47 | % | |||||||||||||
|
Non-transaction revenue
|
54 | % | 53 | % | |||||||||||||
| U.S. revenue | $ | 460 | $ | 474 | (3)% | ||||||||||||
| International revenue | $ | 364 | $ | 394 | (7)% | ||||||||||||
| % of total revenue: | |||||||||||||||||
| U.S. revenue | 56 | % | 55 | % | |||||||||||||
| International revenue | 44 | % | 45 | % | |||||||||||||
|
Operating profit
1
|
$ | 477 | $ | 511 | (7)% | ||||||||||||
| Operating margin % | 58 | % | 59 | % | |||||||||||||
1
2023 and 2022 includes employee severance charges of $1 million and $5 million, respectively. 2023 and 2022 both include amortization of intangibles from acquisitions of $2 million.
Revenue decreased 5%, with an unfavorable impact from foreign exchange rates of 2 percentage points. Transaction revenue decreased primarily due to lower bank loan ratings revenue driven by decreased issuance volumes. Non-transaction revenue decreased due to a decrease in new entity credit ratings revenue, lower Ratings Evaluation Service (“RES”) revenue driven by decreased M&A activity and the unfavorable impact of foreign exchange rates, partially offset by an increase in revenue at our CRISIL subsidiary. Transaction and non-transaction revenue also benefited from improved contract terms across product categories.
Operating profit decreased 7%, with a favorable impact from foreign exchange rates of less than 1 percentage point. Excluding the impact of higher employee severance charges in 2022 of less than 1 percentage point, operating profit decreased 7% primarily due to a decline in revenue partially offset by decrease in expenses. The decrease in expenses was driven by lower occupancy costs, lower outside services expenses and merger-related synergies, partially offset by higher compensation costs.
Market Issuance Volumes
We monitor market issuance volumes regularly within Ratings. Market issuance volumes noted within the discussion that follows are based on where an issuer is located or where the assets associated with an issue are located. Structured Finance issuance includes amounts when a transaction closes, not when initially priced, and excludes domestically rated Chinese issuance. The following tables depict changes in issuance levels as compared to the prior year based on data from SDC Platinum for Corporate bond issuance and based on a composite of external data feeds and Ratings' internal estimates for Structured Finance issuance.
40
|
First Quarter
Compared to Prior Year |
|||||||||||||||||
| Corporate Bond Issuance * | U.S. | Europe | Global | ||||||||||||||
| High-yield issuance | 20% | (2)% | (2)% | ||||||||||||||
| Investment-grade issuance | (14)% | 3% | (8)% | ||||||||||||||
|
Total issuance
**
|
(11)% | (5)% | (13)% | ||||||||||||||
Note – Global issuance includes U.S., Europe, Asia and the rest of the world.
*
Includes Industrials and Financial Services.
**
Includes rated and non-rated issuance.
•
Corporate issuance was down in the U.S. and Europe as a result of less favorable macroeconomic conditions in the first quarter of 2023 compared to the same period in 2022.
| First Quarter Compared to Prior Year | |||||||||||||||||
| Structured Finance Issuance | U.S. | Europe | Global | ||||||||||||||
| Asset-backed securities (“ABS”) | (12)% | 105% | (9)% | ||||||||||||||
| Structured credit (primarily CLOs) | (42)% | (39)% | (42)% | ||||||||||||||
| Commercial mortgage-backed securities (“CMBS”) | (87)% | (35)% | (87)% | ||||||||||||||
| Residential mortgage-backed securities (“RMBS”) | (63)% | (38)% | (51)% | ||||||||||||||
| Covered bonds | * | 23% | 2% | ||||||||||||||
| Total issuance | (47)% | 6% | (28)% | ||||||||||||||
Note – Global issuance includes U.S., Europe, Asia and the rest of the world.
*
Represents no activity in 2023 or 2022.
•
ABS issuance decreased in the U.S. driven by a decline in Credit Cards, Student Loans, and Non-Traditional / Esoterics and was up in Europe although from a low 2022 base.
•
CLO issuance was down in the U.S. and European structured credit markets primarily due to a decline in refinancing.
•
CMBS and RMBS issuance was down in the U.S. and Europe reflecting unfavorable market conditions.
•
Covered bond (debt securities backed by mortgages or other high-quality assets that remain on the issuer's balance sheet) issuance in Europe increased as cheaper government funding programs slowed down.
For a further discussion of competitive and other risks inherent in our Ratings business, see Item 1A,
Risk Factors
in this Form 10-Q and our most recently filed Annual Report on Form 10-K. For a further discussion of the legal and regulatory matters see Note 12 –
Commitments and Contingencies
to the consolidated financial statements of this Form 10-Q.
Commodity Insights
Commodity Insights is a leading independent provider of information and benchmark prices for the commodity and energy markets. Commodity Insights provides essential price data, analytics, industry insights and software & services, enabling the commodity and energy markets to perform with greater transparency and efficiency.
Commodity Insights includes the following business lines:
•
Energy & Resources Data & Insights
—
includes data, news, insights, and analytics for petroleum, gas, power & renewables, petrochemicals, metals & steel, agriculture, and other commodities;
•
Price Assessments
—
includes price assessments and benchmarks, and forward curves;
•
Upstream Data & Insights — includes exploration & production data and insights, software and analytics; and
•
Advisory & Transactional Services
—
includes consulting services, conferences, events and global trading services.
41
Commodity Insights' revenue is generated primarily through the following sources:
•
Subscription revenue
—
primarily from subscriptions to our market data and market insights (price assessments, market reports and commentary and analytics) along with other information products and software term licenses;
•
Sales usage-based royalties
—
primarily from licensing our proprietary market price data and price assessments to commodity exchanges; and
•
Non-subscription revenue
—
conference sponsorship, consulting engagements, events, and perpetual software licenses.
See Note 2 -
Acquisitions and Divestitures
to the consolidated financial statements of this Form 10-Q for information on the merger with IHS Markit.
The following table provides revenue and segment operating profit information for the three months ended March 31:
| (in millions) | 2023 | 2022 | % Change | ||||||||||||||
| Revenue | $ | 508 | $ | 363 | 40% | ||||||||||||
| Subscription revenue | $ | 409 | $ | 296 | 38% | ||||||||||||
| Sales usage-based royalties | $ | 19 | $ | 19 | —% | ||||||||||||
| Non-subscription revenue | $ | 80 | $ | 48 | 67% | ||||||||||||
| % of total revenue: | |||||||||||||||||
| Subscription revenue | 81 | % | 82 | % | |||||||||||||
| Sales usage-based royalties | 4 | % | 5 | % | |||||||||||||
| Non-subscription revenue | 15 | % | 13 | % | |||||||||||||
| U.S. revenue | $ | 232 | $ | 157 | 47% | ||||||||||||
| International revenue | $ | 276 | $ | 206 | 34% | ||||||||||||
| % of total revenue: | |||||||||||||||||
| U.S. revenue | 46 | % | 43 | % | |||||||||||||
| International revenue | 54 | % | 57 | % | |||||||||||||
|
Operating profit
1
|
$ | 187 | $ | 158 | 18% | ||||||||||||
| Operating margin % | 37 | % | 44 | % | |||||||||||||
N/M - Represents a change equal to or in excess of 100% or not meaningful
1
2023 includes IHS Markit merger costs of $13 million and employee severance charges of $2 million. 2022 includes employee severance costs of $7 million and acquisition-related costs of $2 million. 2023 and 2022 includes amortization of intangibles from acquisitions of $33 million and $13 million, respectively.
Revenue increased 40% primarily due to the impact of the merger with IHS Markit, higher conference revenue and continued demand for market data and market insights products driven by expanded product offerings to our existing customers under enterprise use contracts. The Energy & Resources Data & Insights, Price Assessments and Upstream Data & Insights businesses continue to be the most significant revenue streams, followed by the Advisory & Transactional Services business. Foreign exchange rates had an unfavorable impact of less than 1 percentage point.
Operating profit increased 18%. Excluding the impact of higher amortization of intangibles from acquisitions in 2023 of 10 percentage points and higher IHS Markit merger costs in 2023 of 6 percentage points, partially offset by higher employee severance charges in 2022 of 2 percentage points and acquisition-related costs in 2022 of 1 percentage point, operating profit increased 31%. The increase was primarily due to revenue growth partially offset by expenses associated with the merger with IHS Markit and an increase in costs related to the Commodity Insights conferences in 2023. Foreign exchange rates had a favorable impact of 3 percentage points.
For a further discussion of competitive and other risks inherent in our Commodity Insights business, see Item 1A,
Risk Factors
in this Form 10-Q and our most recently filed Annual Report on Form 10-K. For a further discussion of the legal and regulatory
42
matters see Note 12 –
Commitments and Contingencies
to the consolidated financial statements of this Form 10-Q.
Mobility
Mobility is a leading provider of solutions serving the full automotive value chain including vehicle manufacturers (OEMs), automotive suppliers, mobility service providers, retailers, consumers, and finance and insurance companies.
In February of 2023, we completed the acquisition of Market Scan Information Systems Inc. (“Market Scan”), a leading provider of automotive pricing and incentive intelligence, including Automotive Payments as a Service
TM
and its powerful payment calculation engine. The addition of Market Scan to Mobility will enable the integration of detailed transaction intelligence in areas that are complementary to existing services for dealers, OEMs, lenders, and other market participants. The acquisition of Market Scan is not material to our consolidated financial statements.
Mobility includes the following business lines:
•
Dealer
—
includes analytics to predict future buyers, targeted marketing, and vehicle history data to allow people to shop, buy, service and sell used cars;
•
Manufacturing
—
includes insights, forecasts and advisory services spanning the entire automotive value chain, from product planning to marketing, sales and the aftermarket; and
•
Financial
—
includes reports and data feeds to support lenders and insurance companies
.
Mobility's revenue is generated primarily through the following sources:
•
Subscription revenue
—
Mobility's core information products provide critical information and insights to all global OEMs, most of the world’s leading suppliers, and the majority of North American dealerships. Mobility operates across both the new and used car markets. Mobility provides data and insight on future vehicles sales and production, including detailed forecasts on technology and vehicle components; supplies car makers and dealers with market reporting products, predictive analytics and marketing automation software; and supports dealers with vehicle history reports, used car listings and service retention services. Mobility also sells a range of services to financial institutions, to support their marketing, insurance underwriting and claims management activities; and
•
Non-subscription revenue
—
One-time transactional sales of data that are non-cyclical in nature – and that are usually tied to underlying business metrics such as OEM marketing spend or safety recall activity – as well as consulting and advisory services.
See Note 2 -
Acquisitions and Divestitures
to the consolidated financial statements of this Form 10-Q for information on the merger with IHS Markit.
43
The following table provides revenue and segment operating profit information for the three months ended March 31:
| (in millions) | 2023 | 2022 | % Change | ||||||||||||||
| Revenue | $ | 358 | $ | 115 | N/M | ||||||||||||
| Subscription revenue | $ | 281 | $ | 86 | N/M | ||||||||||||
| Non-subscription revenue | $ | 77 | $ | 29 | N/M | ||||||||||||
| % of total revenue: | |||||||||||||||||
| Subscription revenue | 78 | % | 75 | % | |||||||||||||
| Non-subscription revenue | 22 | % | 25 | % | |||||||||||||
| U.S. revenue | $ | 294 | $ | 92 | N/M | ||||||||||||
| International revenue | $ | 64 | $ | 23 | N/M | ||||||||||||
| % of total revenue: | |||||||||||||||||
| U.S. revenue | 82 | % | 80 | % | |||||||||||||
| International revenue | 18 | % | 20 | % | |||||||||||||
|
Operating profit
1
|
$ | 64 | $ | 18 | N/M | ||||||||||||
| Operating margin % | 18 | % | 16 | % | |||||||||||||
N/M - Represents a change equal to or in excess of 100% or not meaningful
1
2023 includes IHS Markit merger costs of $1 million and acquisition-related costs of $1 million. 2022 includes acquisition-related costs of $1 million. 2023 and 2022 includes amortization of intangibles from acquisitions of $74 million and $24 million, respectively.
Revenue and operating profit increased primarily due to the impact of the merger with IHS Markit. The Mobility business was acquired in connection with the merger with IHS Markit on February 28, 2022 and financial results are included since the date of acquisition.
For a further discussion of competitive and other risks inherent in our Mobility business, see Item 1A,
Risk Factors
in this Form 10-Q and our most recently filed Annual Report on Form 10-K. For a further discussion of the legal and regulatory matters see Note 12 –
Commitments and Contingencies
to the consolidated financial statements of this Form 10-Q.
Indices
Indices is a global index provider maintaining a wide variety of valuation and index benchmarks for investment advisors, wealth managers and institutional investors. Indices’ mission is to provide transparent benchmarks to help with decision making, collaborate with the financial community to create innovative products, and provide investors with tools to monitor world markets.
Indices derives revenue from asset-linked fees when investors direct funds into its proprietary designed or owned indexes, sales usage-based royalties of its indices, as well as data subscription arrangements. Specifically, Indices generates revenue from the following sources:
•
Investment vehicles
—
asset-linked fees such as ETFs and mutual funds, that are based on the S&P Dow Jones Indices' benchmarks that 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.
See Note 2 -
Acquisitions and Divestitures
to the consolidated financial statements of this Form 10-Q for information on the merger with IHS Markit.
44
The following table provides revenue and segment operating profit information for the three months ended March 31:
| (in millions) | 2023 | 2022 | % Change | ||||||||||||||
| Revenue | $ | 341 | $ | 322 | 6% | ||||||||||||
| Asset-linked fees | $ | 210 | $ | 218 | (4)% | ||||||||||||
| Subscription revenue | $ | 66 | $ | 54 | 21% | ||||||||||||
| Sales usage-based royalties | $ | 65 | $ | 50 | 30% | ||||||||||||
| % of total revenue: | |||||||||||||||||
| Asset-linked fees | 62 | % | 68 | % | |||||||||||||
| Subscription revenue | 19 | % | 17 | % | |||||||||||||
| Sales usage-based royalties | 19 | % | 16 | % | |||||||||||||
| U.S. revenue | $ | 281 | $ | 271 | 4% | ||||||||||||
| International revenue | $ | 60 | $ | 51 | 17% | ||||||||||||
| % of total revenue: | |||||||||||||||||
| U.S. revenue | 82 | % | 84 | % | |||||||||||||
| International revenue | 18 | % | 16 | % | |||||||||||||
|
Operating profit
1
|
$ | 238 | $ | 224 | 6% | ||||||||||||
| Less: net operating profit attributable to noncontrolling interests | 61 | 59 | |||||||||||||||
| Net operating profit | $ | 177 | $ | 165 | 8% | ||||||||||||
| Operating margin % | 70 | % | 69 | % | |||||||||||||
| Net operating margin % | 52 | % | 51 | % | |||||||||||||
1
2023 includes a gain on disposition of $4 million, employee severance charges of $1 million and IHS Markit merger costs of $1 million. 2022 includes employee severance charges of $2 million. 2023 and 2022 includes amortization of intangibles from acquisitions of $9 million and $4 million, respectively.
Revenue at Indices increased 6% primarily due to higher exchange-traded derivative revenue driven by continued strength in average trading volume from increased volatility, higher data subscription revenue and the impact of the merger with IHS Markit, partially offset by lower average levels of assets under management (“AUM”) for ETFs and mutual funds. Ending AUM for ETFs decreased 6% to $2.723 trillion compared to March 31, 2022. Excluding AUM related to the merger with IHS Markit, average levels of AUM for ETFs decreased 4% to $2.563 trillion compared to the three months ended March 31, 2022. Foreign exchange rates had an unfavorable impact of less than 1 percentage point.
Operating profit increased 6%. Excluding the impact of a higher amortization of intangibles from acquisitions in 2023 of 1 percentage point, operating profit increased 7%. The impact of revenue growth was partially offset by an increase in strategic investments, higher compensation costs driven by annual merit increases and the impact of the merger with IHS Markit. Foreign exchange rates had a favorable impact of less than 1 percentage point.
For a further discussion of competitive and other risks inherent in our Indices business, see Item 1A,
Risk Factors
in this Form 10-Q and our most recently filed Annual Report on Form 10-K. For a further discussion of the legal and regulatory matters see Note 12 –
Commitments and Contingencies
to the consolidated financial statements of this Form 10-Q.
45
Engineering Solutions
Engineering Solutions is a leading provider of engineering standards and related technical knowledge. Engineering Solutions includes our Product Design offerings that provide technical professionals with the information and insight required to more effectively design products, optimize engineering projects and outcomes, solve technical problems and address complex supply chain issues. Our offerings utilize advanced knowledge discovery technologies, research tools, and software-based engineering decision engines to advance innovation, maximize productivity, improve quality and reduce risk.
Engineering Solutions' revenue is generated primarily through the following sources:
•
Subscription revenue
—
primarily from subscriptions to our Product Design offerings providing standards, codes and specifications; applied technical reference; engineering journals, reports, best practices, and other vetted technical reference; and patents and patent applications, which includes Engineering Workbench; Goldfire's cognitive search and other advanced knowledge discovery capabilities that help pinpoint answers buried in enterprise systems and unstructured data enabling engineers and technical professionals to accelerate problem solving; and
•
Non-subscription revenue
—
primarily from retail transaction and consulting services.
On January 14, 2023, we entered into a securities and asset purchase agreement with Allium Buyer LLC, a Delaware limited liability company controlled by funds affiliated with Kohlberg Kravis Roberts & Co. L.P. (“KKR”) to sell our Engineering Solutions business for $975 million in cash, subject to customary purchase price adjustments. We currently anticipate the divestiture to result in after-tax proceeds of approximately $750 million, which proceeds are expected to be used for share repurchases.
The agreement follows our announced intent in November of 2022 to divest the business.
Engineering Solutions became part of the Company following our merger with IHS Markit. The transaction, which is subject to receipt of required regulatory approvals and satisfying other customary closing conditions, is expected to close in the second quarter of 2023.
See Note 2 -
Acquisitions and Divestitures
to the consolidated financial statements of this Form 10-Q for information on the merger with IHS Markit.
The following table provides revenue and segment operating profit information for the three months ended March 31:
| (in millions) | 2023 | 2022 | % Change | ||||||||||||||
| Revenue | $ | 100 | $ | 33 | N/M | ||||||||||||
| Subscription revenue | $ | 94 | $ | 30 | N/M | ||||||||||||
| Non-subscription revenue | $ | 6 | $ | 3 | N/M | ||||||||||||
| % of total revenue: | |||||||||||||||||
| Subscription revenue | 94 | % | 91 | % | |||||||||||||
| Non-subscription revenue | 6 | % | 9 | % | |||||||||||||
| U.S. revenue | $ | 54 | $ | 18 | N/M | ||||||||||||
| International revenue | $ | 46 | $ | 15 | N/M | ||||||||||||
| % of total revenue: | |||||||||||||||||
| U.S. revenue | 54 | % | 55 | % | |||||||||||||
| International revenue | 46 | % | 45 | % | |||||||||||||
|
Operating profit
1
|
$ | 14 | $ | 1 | N/M | ||||||||||||
| Operating margin % | 15 | % | 4 | % | |||||||||||||
N/M - Represents a change equal to or in excess of 100% or not meaningful
1
2022 includes e
mployee severance charges of $1 million. 2023 and 2022 includes amortization of intangibles from acquisitions of $2 million and $4 million, respectively.
Revenue and operating profit increased primarily due to the impact of the merger with IHS Markit. The Engineering Solutions business was acquired in connection with the merger with IHS Markit on February 28, 2022 and financial results are included since the date of acquisition.
46
For a further discussion of competitive and other risks inherent in our Engineering Solutions business, see Item 1A,
Risk Factors
in this Form 10-Q and our most recently filed Annual Report on Form 10-K. For a further discussion of the legal and regulatory matters see Note 12 –
Commitments and Contingencies
to the consolidated financial statements of this Form 10-Q.
LIQUIDITY AND CAPITAL RESOURCES
We continue to maintain a strong financial position. Our primary source of funds for operations is cash from our businesses. Cash on hand, cash flows from operations and availability under our existing credit facility are expected to be sufficient to meet any additional operating and recurring cash needs into the foreseeable future. We use our cash for a variety of needs, including but not limited to: ongoing investments in our businesses, strategic acquisitions, share repurchases, dividends, repayment of debt, capital expenditures and investment in our infrastructure.
Cash Flow Overview
Cash, cash equivalents, and restricted cash were $1,405 million as of March 31, 2023, an increase of $118 million from December 31, 2022.
The following table provides cash flow information for the three months ended March 31:
| (in millions) | 2023 | 2022 | % Change | ||||||||||||||
| Net cash provided by (used for): | |||||||||||||||||
| Operating activities | $ | 594 | $ | 222 | N/M | ||||||||||||
| Investing activities | $ | (253) | $ | 2,901 | N/M | ||||||||||||
| Financing activities | $ | (230) | $ | (5,205) | (96)% | ||||||||||||
In the first three months of 2023, free cash flow increased $337 million to $488 million compared to $151 million in the first three months of 2022. The increase is primarily due to an increase in cash provided by operating activities as discussed below. Free cash flow is a non-GAAP financial measure and reflects our cash flow provided by operating activities less capital expenditures and distributions to noncontrolling interest holders. Capital expenditures include purchases of property and equipment and additions to technology projects. See “Reconciliation of Non-GAAP Financial Information” below for a reconciliation of cash flow provided by operating activities, the most directly comparable U.S. GAAP financial measure, to free cash flow and free cash flow excluding certain items.
Operating activities
Cash provided by operating activities increased $372 million to $594 million for the first three months of 2023. The increase is mainly due to higher operating results in 2023, and higher IHS Markit merger costs and a grant payment to the S&P Global Foundation in 2022.
Investing activities
Our cash outflows from investing activities are primarily for acquisitions and capital expenditures, while cash inflows are primarily proceeds from dispositions.
Cash used for investing activities was $253 million for the first three months of 2023 compared to cash provided by investing activities of $2,901 million in the first three months of 2022, primarily due to cash received from the dispositions of CUSIP Global Services and Oil Price Information Services in 2022. See Note 2
—
Acquisitions and Divestitures
to the consolidated financial statements of this Form 10-Q for further discussion.
Financing activities
Our cash outflows from financing activities consist primarily of share repurchases, dividends to shareholders and repayments of short-term and long-term debt, while cash inflows are primarily attributable to the borrowing of short-term and long-term debt and proceeds from the exercise of stock options.
Cash used for financing activities decreased $4,975 million to $230 million for the first three months of 2023. The decrease is primarily attributable to a decrease in cash used for share repurchases in 2023. During the three months ended March 31, 2023,
47
we purchased a total of 1.1 million shares for $500 million of cash. During the three months ended March 31, 2022, we purchased a total of 15.2 million shares for $7.0 billion of cash. See Note 8
—
Equity
to the consolidated financial statements of this Form 10-Q for further discussion.
Contractual Obligations
We typically have various contractual obligations, which are recorded as liabilities in our consolidated balance sheets, while other items, such as certain purchase commitments and other executory contracts, are not recognized. For example, we are contractually committed to contracts for information-technology outsourcing, certain enterprise-wide information-technology software licensing and maintenance. In the first quarter of 2023, S&P Global and Amazon Web Services (“AWS”) entered into a multi-year strategic collaboration agreement with a purchase obligation of $1.0 billion, before incremental credits, over a five-year period. With AWS as its preferred cloud provider, S&P Global will enhance its cloud infrastructure, accelerate business growth, engineer new innovations for key industry segments, and help their customers navigate rapidly changing market conditions
.
Additional Financing
We have the ability to borrow a total of $2.0 billion through our commercial paper program, which is supported by our $2.0 billion five-year credit agreement (our “credit facility”) that will terminate on April 26, 2026.
As of March 31, 2023 and December 31, 2022, respectively, there was $898 million and $188 million of commercial paper outstanding.
Commitment fees for the unutilized commitments under the credit facility and applicable margins for borrowings thereunder are linked to the Company achieving three environmental sustainability performance indicators related to emissions, tested annually. We currently pay a commitment fee
of 8 basis points. The credit facility contains customary affirmative and negative covenants and customary events of default. The occurr
ence of an event of default could result in an acceleration of the obligations under the credit facility.
T
he only financial covenant required is that our indebtedness to cash flow ratio, as defined in our credit facility, was not greater than 4 to 1, and this covenant level
has never been exceeded.
Dividends
On January 25, 2023, the Board of Directors approved a quarterly common stock dividend of $0.90 per share.
Supplemental Guarantor Financial Information
The senior notes described below were issued by S&P Global Inc. and are fully and unconditionally guaranteed by Standard & Poor's Financial Services LLC, a 100% owned subsidiary of the Company. All senior notes described below have been registered with the SEC.
•
On August 13, 2020, we issued $600 million of 1.25% senior notes due in 2030 and $700 million of 2.3% senior notes due in 2060.
•
On November 26, 2019, we issued $500 million of 2.5% senior notes due in 2029 and $600 million of 3.25% senior notes due in 2049.
•
On May 17, 2018, we issued $500 million of 4.5% senior notes due in 2048.
•
On September 22, 2016, we issued $500 million of 2.95% senior notes due in 2027.
•
On May 26, 2015, we issued $700 million of 4.0% senior notes due in 2025.
•
On November 2, 2007 we issued $400 million of 6.55% Senior Notes due 2037.
•
On March 1, 2023, S&P Global Inc. issued new senior notes that have been registered with the SEC and guaranteed by Standard & Poor's Financial Services LLC in exchange for the following series of unregistered senior notes of like principal amount and terms:
•
$700 million of 4.75% Senior Notes due 2028 that were originally issued on March 2, 2022;
•
$921 million of 4.25% Senior Notes due 2029 that were originally issued on March 2, 2022;
•
$1,237 million of 2.45% Senior Notes due 2027 that were originally issued on March 18, 2022;
•
$1,227 million of 2.70% Sustainability-Linked Senior Notes due 2029 that were originally issued on March 18, 2022;
•
$1,492 million of 2.90% Senior Notes due 2032 that were originally issued on March 18, 2022;
•
$974 million of 3.70% Senior Notes due 2052 that were originally issued on March 18, 2022; and
48
•
$500 million of 3.90% Senior Notes due 2062 that were originally issued on March 18, 2022.
The notes above are unsecured and unsubordinated and rank equally and ratably with all of our existing and future unsecured and unsubordinated debt. The guarantees are the subsidiary guarantor’s unsecured and unsubordinated debt and rank equally and ratably with all of the subsidiary guarantor’s existing and future unsecured and unsubordinated debt.
The guarantees of the subsidiary guarantor may be released and discharged upon (i) a sale or other disposition (including by way of consolidation or merger) of the subsidiary guarantor or the sale or disposition of all or substantially all the assets of the subsidiary guarantor (in each case other than to the Company or a person who, prior to such sale or other disposition, is an affiliate of the Company); (ii) upon defeasance or discharge of any applicable series of the notes, as described above; or (iii) at such time as the subsidiary guarantor ceases to guarantee indebtedness for borrowed money, other than a discharge through payment thereon, under any Credit Facility of the Company, other than any such Credit Facility of the Company the guarantee of which by the subsidiary guarantor will be released concurrently with the release of the subsidiary guarantor’s guarantees of the notes.
Other subsidiaries of the Company do not guarantee the registered debt securities of either S&P Global Inc. or Standard & Poor's Financial Services LLC (the “Obligor Group”) which are referred to as the “Non-Obligor Group”.
The following tables set forth the summarized financial information of the Obligor Group on a combined basis. This summarized financial information excludes the Non-Obligor Group. Intercompany balances and transactions between members of the Obligor Group have been eliminated. This information is not intended to present the financial position or results of operations of the Obligor Group in accordance with U.S. GAAP.
Summarized results of operations for the three months ended March 31, 2023 are as follows:
| (in millions) | 2023 | ||||
| Revenue | $ | 754 | |||
| Operating Profit | 528 | ||||
| Net Income | 485 | ||||
| Net income attributable to S&P Global Inc. | 485 | ||||
Summarized balance sheet information as of March 31, 2023 and December 31, 2022 is as follows:
| (in millions) | March 31, | December 31, | |||||||||
| 2023 | 2022 | ||||||||||
| Current assets (excluding intercompany from Non-Obligor Group) | $ | 836 | $ | 699 | |||||||
| Non-current assets | 1,356 | 1,410 | |||||||||
| Current liabilities (excluding intercompany to Non-Obligor Group) | 1,638 | 1,046 | |||||||||
| Non-current liabilities | 11,075 | 11,172 | |||||||||
| Intercompany payables to Non-Obligor Group | 12,021 | 11,926 | |||||||||
RECONCILIATION OF NON-GAAP FINANCIAL INFORMATION
Free cash flow is a non-GAAP financial measure and reflects our cash flow provided by operating activities less capital expenditures and distributions to noncontrolling interest holders, net. Capital expenditures include purchases of property and equipment and additions to technology projects. Our cash flow provided by operating activities is the most directly comparable U.S. GAAP financial measure to free cash flow.
We believe the presentation of free cash flow allows our investors to evaluate the cash generated from our underlying operations in a manner similar to the method used by management. We use free cash flow to conduct and evaluate our business because we believe it typically presents a more conservative measure of cash flows since capital expenditures and distributions to noncontrolling interest holders are considered a necessary component of ongoing operations. Free cash flow is useful for management and investors because it allows management and investors to evaluate the cash available to us to prepay debt, make strategic acquisitions and investments and repurchase stock.
49
The presentation of free cash flow is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. Free cash flow, as we calculate it, may not be comparable to similarly titled measures employed by other companies. The following table presents a reconciliation of our cash flow provided by operating activities to free cash flow for the three months ended March 31:
| (in millions) | 2023 | 2022 | % Change | ||||||||||||||
| Cash provided by operating activities | $ | 594 | $ | 222 | N/M | ||||||||||||
| Capital expenditures | (28) | (16) | |||||||||||||||
|
Distributions to noncontrolling interest holders, net
|
(78) | (55) | |||||||||||||||
| Free cash flow | $ | 488 | $ | 151 | N/M | ||||||||||||
| (in millions) | 2023 | 2022 | % Change | ||||||||||||||
| Cash (used for) provided by investing activities | (253) | 2,901 | N/M | ||||||||||||||
| Cash used for financing activities | (230) | (5,205) | (96)% | ||||||||||||||
CRITICAL ACCOUNTING ESTIMATES
Our accounting policies are described in Note 1
—
Accounting Policies
to the consolidated financial statements in our most recent Form 10-K. As discussed in Item 7,
Management’s Discussion and Analysis of Financial Condition and Results of Operations
, in our most recent Form 10-K, we consider an accounting estimate to be critical if it required assumptions to be made that were uncertain at the time the estimate was made and changes in the estimate or different estimates could have a material effect on our results of operations. These critical estimates include those related to revenue recognition, business combinations, allowance for doubtful accounts, valuation of long-lived assets, goodwill and other intangible assets, pension plans, incentive compensation and stock-based compensation, income taxes, contingencies and redeemable non-controlling interests. We base our estimates on historical experience, current developments and on various other assumptions that we believe to be reasonable under these circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that cannot readily be determined from other sources. There can be no assurance that actual results will not differ from those estimates. Since the date of our most recent Form 10-K, there have been no material changes to our critical accounting estimates.
RECENTLY ISSUED OR ADOPTED ACCOUNTING STANDARDS
See Note 13 –
Recently Issued or Adopted Accounting Standards
to the consolidated financial statements of this Form 10-Q for further information.
50
FORWARD-LOOKING STATEMENTS
This report contains “forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995. These statements, including statements about the completed merger (the “Merger”) between a subsidiary of the Company and IHS Markit Ltd. (“IHS Markit”), which express management’s current views concerning future events, trends, contingencies or results, appear at various places in this report and use words like “anticipate,” “assume,” “believe,” “continue,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “potential,” “predict,” “project,” “strategy,” “target” and similar terms, and future or conditional tense verbs like “could,” “may,” “might,” “should,” “will” and “would.” For example, management may use forward-looking statements when addressing topics such as: the outcome of contingencies; future actions by regulators; changes in the Company’s business strategies and methods of generating revenue; the development and performance of the Company’s services and products; the expected impact of acquisitions and dispositions; the Company’s effective tax rates; and the Company’s cost structure, dividend policy, cash flows or liquidity.
Forward-looking statements are subject to inherent risks and uncertainties. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements include, among other things:
•
worldwide economic, financial, political, and regulatory conditions (including slower GDP growth or recession, instability in the banking sector and inflation), and factors that contribute to uncertainty and volatility, natural and man-made disasters, civil unrest, pandemics (e.g., COVID-19), geopolitical uncertainty (including military conflict), and conditions that may result from legislative, regulatory, trade and policy changes;
•
the volatility and health of debt, equity, commodities and energy markets, including credit quality and spreads, the level of liquidity and future debt issuances, demand for investment products that track indices and assessments and trading volumes of certain exchange traded derivatives;
•
the demand and market for credit ratings in and across the sectors and geographies where the Company operates;
•
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 a system or network disruption that results in regulatory penalties and remedial costs or improper disclosure of confidential information or data;
•
the outcome of litigation, government and regulatory proceedings, investigations and inquiries;
•
concerns in the marketplace affecting the Company’s credibility or otherwise affecting market perceptions of the integrity or utility of independent credit ratings, benchmarks, indices and other services;
•
our ability to attract, incentivize and retain key employees, especially in a competitive business environment;
•
the Company’s exposure to potential criminal sanctions or civil penalties for noncompliance with foreign and U.S. laws and regulations that are applicable in the jurisdictions in which it operates, including sanctions laws relating to countries such as Iran, Russia, Sudan, Syria and Venezuela, 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;
•
the continuously evolving regulatory environment in Europe, the United States and elsewhere around the globe affecting each of our business divisions and the products our business divisions offer, and our compliance therewith;
•
the ability of the Company to implement its plans, forecasts and other expectations with respect to IHS Markit’s business and realize expected synergies;
•
business disruption following the Merger;
•
the Company’s ability to meet expectations regarding the accounting and tax treatments of the Merger;
•
the Company’s ability to make acquisitions and dispositions and successfully integrate the businesses we acquire;
•
consolidation of the Company’s customers, suppliers or competitors;
•
the introduction of competing products or technologies by other companies;
•
the effect of competitive products and pricing, including the level of success of new product developments and global expansion;
•
the impact of customer cost-cutting pressures;
•
a decline in the demand for our products and services by our customers and other market participants;
•
the ability of the Company, and its third-party service providers, to maintain adequate physical and technological infrastructure;
•
the Company’s ability to successfully recover from a disaster or other business continuity problem, such as an earthquake, hurricane, flood, civil unrest, protests, military conflict, terrorist attack, outbreak of pandemic or contagious diseases, security breach, cyber attack, data breach, power loss, telecommunications failure or other natural or man-made event;
•
the level of merger and acquisition activity in the United States and abroad;
•
the level of the Company’s future cash flows and capital investments;
•
the impact on the Company’s revenue and net income caused by fluctuations in foreign currency exchange rates; and
•
the impact of changes in applicable tax or accounting requirements on the Company.
51
The factors noted above are not exhaustive. The Company and its subsidiaries operate in a dynamic business environment in which new risks emerge frequently. Accordingly, the Company cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the dates on which they are made. The Company undertakes no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date on which it is made, except as required by applicable law. Further information about the Company’s businesses, including information about factors that could materially affect its results of operations and financial condition, is contained in the Company’s filings with the SEC, including Item 1A,
Risk Factors
, in our most recently filed Annual Report on Form 10-K.
52
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
Our exposure to market risk includes changes in foreign exchange rates and interest rates. We have operations in foreign countries where the functional currency is primarily the local currency. For international operations that are determined to be extensions of the parent company, the U.S. dollar is the functional currency. We typically have naturally hedged positions in most countries from a local currency perspective with offsetting assets and liabilities. As of March 31, 2023 and December 31, 2022, we entered into foreign exchange forward contracts in order to mitigate the change in fair value of specific assets and liabilities in the consolidated balance sheet. These forward contracts are not designated as hedges and do not qualify for hedge accounting. As of March 31, 2023 and December 31, 2022, we entered into foreign exch
ange forward contracts to hedge the effect of adverse fluctuations in foreign exchange rates and held cross-currency swap contracts to hedge a portion of our net investment in a foreign subsidiary against volatility in foreign exchange rates. As of March 31, 2023 and December 31, 2022, we held positions in a series of interest rate swaps to mitigate or hedge the adverse fluctuations in interest rates. We have not en
tered into any derivative financial instruments for speculative purposes. See Note 5 -
Derivative Instruments
to the consolidated financial statements of this Form 10-Q for further discussion.
Item 4.
Controls and Procedures
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed so that information required to be disclosed in our reports filed with the U.S. Securities and Exchange Commission (the “SEC”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.
As of March 31, 2023, an evaluation was performed under the supervision and with the participation of management, including the CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on that evaluation, management, including the CEO and CFO, concluded that our disclosure controls and procedures were effective as of March 31, 2023.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the most recent quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
53
PART II – OTHER INFORMATION
Item 1.
Legal Proceedings
See Note 12 –
Commitments and Contingencies - Legal & Regulatory Matters
to the consolidated financial statements of this Form 10-Q for information on our legal proceedings.
Item 1A.
Risk Factors
For a discussion of our risk factors please see Item 1A, Risk Factors, in our most recent Form 10-K.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
On June 22, 2022, the Board of Directors approved a share repurchase program authorizing the purchase of 30 million shares (the “2022 Repurchase Program”), which was approximately 9% of the total shares of our outstanding common stock at that time. During the first quarter of 2023, we repurchased 1.6 million shares, which included 0.4 million shares received from our accelerated share repurchase (“ASR”) agreement that we entered into on December 2, 2022 and 1.1 million shares received from our ASR agreement that we entered into on February 13, 2023. Further discussion relating to our ASR agreements can be found in Note 8 -
Equity
. As of March 31, 2023, 25.7 million shares remained under the 2022 Repurchase Program.
Repurchased shares may be used for general corporate purposes, including the issuance of shares for stock compensation plans and to offset the dilutive effect of the exercise of employee stock options. Our 2022 Repurchase Program has no expiration date and purchases under this program may be made from time to time on the open market and in private transactions, depending on market conditions.
The following table provides information on our purchases of our outstanding common stock during the first quarter of 2023 pursuant 2022 Repurchase Program (column c). In addition to these purchases, the number of shares in column (a) include shares of common stock that are tendered to us to satisfy our employees’ tax withholding obligations in connection with the vesting of awards of restricted shares (we repurchase such shares based on their fair market value on the vesting date).
There were no other share repurchases during the quarter outside the repurchases noted below.
| 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 | ||||||||||||||||||||||
| January 1 — January 31, 2023 | 2,586 | $ | 357.59 | — | 27.2 million | |||||||||||||||||||||
|
February 1 — February 28, 2023
1,2
|
1,762,576 | 355.41 | 1,566,034 | 25.7 million | ||||||||||||||||||||||
| March 1 — March 31, 2023 | 1,804 | 334.39 | — | 25.7 million | ||||||||||||||||||||||
|
Total — Quarter
1, 2
|
1,766,966 | $ | 355.36 | 1,566,034 | 25.7 million | |||||||||||||||||||||
1
Includes 0.4 million shares received from the conclusion of our ASR agreements that we entered into on December 2, 2022.
2
Includes 1.1 million shares received from the initiation of our ASR agreement that we entered into on February 13, 2023. Average price paid per share information does not include this accelerated share repurchase transaction.
Item 5.
Other Information
IRAN THREAT REDUCTION AND SYRIA HUMAN RIGHTS ACT DISCLOSURE
Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which amended the Securities Exchange Act of 1934, an issuer is required to disclose in its annual or quarterly reports, as applicable, whether, during the reporting period, it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with individuals or entities designated pursuant to certain Executive Orders. Disclosure is generally required even where the activities, transactions or dealings were conducted in compliance with applicable laws and regulations.
During the first quarter of 2023, the Company engaged in limited transactions or dealings related to the purchase or sale of information and informational materials, which are generally exempt from U.S. economic sanctions, with persons that are owned or controlled, or appear to be owned or controlled, by the Government of Iran or are otherwise subject to disclosure
54
pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012. Commodities Insights provided subscribers access to proprietary data, analytics, and industry information that enable commodities markets to perform with greater transparency and efficiency. Market Intelligence sourced certain trade data from Iran. The Company will continue to monitor such activities closely. During the first quarter of 2023, the Company recorded no revenue or net profit attributable to the Commodities Insights transactions or dealings described above, which reflects the uncertainty of collection. The Company attributes a
de minimis
amount of gross revenues and net profits to the data sourced from Iran by Market Intelligence.
55
Item 6.
Exhibits
| (2)* | |||||
| (3.1) |
Amended and Restated Certificate of Incorporation of Registrant, as amended and restated on May 13, 2020
, incorporated by reference from the Registrant's Form 8-K filed May18, 2020
|
||||
| (3.2) | |||||
| (10.1)** | |||||
| (10.2)** | |||||
| (10.3)** | |||||
| (10.4)** |
Registrant's 401(k) Savings and Profit Sharing Supplement, as amended and restated as of January 1, 2023
, incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2022
|
||||
| (15) | |||||
| (31.1) | |||||
| (31.2) | |||||
| (32) | |||||
| (101.INS) | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||
| (101.SCH) | Inline XBRL Taxonomy Extension Schema | ||||
| (101.CAL) | Inline XBRL Taxonomy Extension Calculation Linkbase | ||||
| (101.LAB) | Inline XBRL Taxonomy Extension Label Linkbase | ||||
| (101.PRE) | Inline XBRL Taxonomy Extension Presentation Linkbase | ||||
| (101.DEF) | Inline XBRL Taxonomy Extension Definition Linkbase | ||||
| (104) | Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibit 101) | ||||
* Pursuant to Item 601(b)(2) of Regulation S-K, portions of the exhibit have been omitted. The registrant hereby agrees to furnish an unredacted copy of the exhibit to the SEC upon request.
** These exhibits relate to management contracts or compensatory plan arrangements.
56
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this quarterly report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.
| S&P Global Inc. | |||||||||||
|
Registrant
|
|||||||||||
| Date: | April 27, 2023 | By: |
/s/
Ewout L. Steenbergen
|
||||||||
| Ewout L. Steenbergen | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
| Date: | April 27, 2023 | By: |
/s/
Christopher F. Craig
|
||||||||
| Christopher F. Craig | |||||||||||
| Senior Vice President, Controller and Chief Accounting Officer | |||||||||||
57
TABLE OF CONTENTS
Part I Financial InformationprintItem 1. Financial StatementsprintItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations (unaudited)printItem 3. Quantitative and Qualitative Disclosures About Market RiskprintItem 4. Controls and ProceduresprintPart II Other InformationprintItem 1. Legal ProceedingsprintItem 1A. Risk FactorsprintItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsprintItem 5. Other InformationprintItem 6. Exhibitsprint