Cover Page
Cover Page - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2020 | Apr. 24, 2020 | |
Cover [Abstract] | ||
Entity Central Index Key | 0000064040 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 1-1023 | |
Entity Registrant Name | S&P Global Inc. | |
Entity Incorporation, State or Country Code | NY | |
Entity Tax Identification Number | 13-1026995 | |
Entity Address, Address Line One | 55 Water Street | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10041 | |
City Area Code | 212 | |
Local Phone Number | 438-1000 | |
Title of 12(b) Security | Common stock (par value $1.00 per share) | |
Trading Symbol | SPGI | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 240.9 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue | $ 1,786 | $ 1,571 |
Expenses: | ||
Operating-related expenses | 521 | 473 |
Selling and general expenses | 311 | 341 |
Depreciation | 20 | 20 |
Amortization of intangibles | 29 | 32 |
Total expenses | 881 | 866 |
Gain on disposition | (7) | 0 |
Operating profit | 912 | 705 |
Other expense, net | 1 | 103 |
Interest expense, net | 34 | 36 |
Income before taxes on income | 877 | 566 |
Provision for taxes on income | 188 | 113 |
Net income | 689 | 453 |
Less: net income attributable to noncontrolling interests | (50) | (43) |
Net income attributable to S&P Global Inc. | $ 639 | $ 410 |
Net income: | ||
Basic (USD per share) | $ 2.64 | $ 1.66 |
Diluted (USD per share) | $ 2.62 | $ 1.65 |
Weighted-average number of common shares outstanding: | ||
Basic (shares) | 242.1 | 246.7 |
Diluted (shares) | 243.3 | 248.3 |
Actual shares outstanding at period end (shares) | 240.9 | 246.1 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 689 | $ 453 |
Other comprehensive income: | ||
Foreign currency translation adjustments | (37) | 17 |
Income tax effect | 6 | 2 |
Foreign currency translation adjustment, net of income tax effect | (31) | 19 |
Pension and other postretirement benefit plans | 3 | 114 |
Income tax effect | (1) | (28) |
Pension and other postretirement benefit plans, net of income tax effect | 2 | 86 |
Unrealized (loss) gain on forward exchange contracts | (9) | 5 |
Income tax effect | 2 | (1) |
Unrealized gain on investment and forward exchange contracts, net of income tax effect | (7) | 4 |
Comprehensive income | 653 | 562 |
Less: comprehensive income attributable to nonredeemable noncontrolling interests | (1) | (3) |
Less: comprehensive income attributable to redeemable noncontrolling interests | (49) | (40) |
Comprehensive income attributable to S&P Global Inc. | $ 603 | $ 519 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 1,932 | $ 2,866 |
Restricted cash | 20 | 20 |
Accounts receivable, net of allowance for doubtful accounts: 2020 - $34; 2019 - $34 | 1,504 | 1,577 |
Prepaid and other current assets | 239 | 249 |
Total current assets | 3,695 | 4,712 |
Property and equipment, net of accumulated depreciation: 2020 - $623 ; 2019 - $622 | 309 | 320 |
Right of use assets | 652 | 676 |
Goodwill | 3,703 | 3,575 |
Other intangible assets, net | 1,439 | 1,424 |
Other non-current assets | 665 | 641 |
Total assets | 10,463 | 11,348 |
Current liabilities: | ||
Accounts payable | 203 | 190 |
Accrued compensation and contributions to retirement plans | 222 | 446 |
Income taxes currently payable | 160 | 68 |
Unearned revenue | 1,897 | 1,928 |
Other current liabilities | 501 | 461 |
Total current liabilities | 2,983 | 3,093 |
Long-term debt | 3,949 | 3,948 |
Lease liabilities — non-current | 603 | 620 |
Pension and other postretirement benefits | 258 | 259 |
Other non-current liabilities | 596 | 624 |
Total liabilities | 8,389 | 8,544 |
Redeemable noncontrolling interest (Note 8) | 2,268 | 2,268 |
Commitments and contingencies (Note 12) | ||
Equity: | ||
Common stock | 294 | 294 |
Additional paid-in capital | 754 | 903 |
Retained income | 12,691 | 12,205 |
Accumulated other comprehensive loss | (660) | (624) |
Less: common stock in treasury | (13,329) | (12,299) |
Total (deficit) equity — controlling interests | (250) | 479 |
Total equity — noncontrolling interests | 56 | 57 |
Total (deficit) equity | (194) | 536 |
Total liabilities and (deficit) equity | $ 10,463 | $ 11,348 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 34 | $ 34 |
Accumulated depreciation | $ 623 | $ 622 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating Activities: | ||
Net income | $ 689 | $ 453 |
Adjustments to reconcile net income to cash provided by operating activities: | ||
Depreciation | 20 | 20 |
Amortization of intangibles | 29 | 32 |
Provision for losses on accounts receivable | 10 | 7 |
Deferred income taxes | (6) | 28 |
Stock-based compensation | 11 | 12 |
Gain on disposition | (7) | 0 |
Pension settlement charge, net of taxes | 0 | 85 |
Other | 29 | 8 |
Changes in operating assets and liabilities, net of effect of acquisitions and dispositions: | ||
Accounts receivable | 76 | (87) |
Prepaid and other current assets | (52) | (34) |
Accounts payable and accrued expenses | (251) | (161) |
Unearned revenue | (12) | (3) |
Accrued legal settlements | 0 | (1) |
Other current liabilities | 49 | (59) |
Net change in prepaid/accrued income taxes | 125 | 57 |
Net change in other assets and liabilities | (30) | (64) |
Cash provided by operating activities | 680 | 293 |
Investing Activities: | ||
Capital expenditures | (11) | (20) |
Acquisitions, net of cash acquired | (183) | (1) |
Changes in short-term investments | 11 | 0 |
Cash used for investing activities | (183) | (21) |
Financing Activities: | ||
Dividends paid to shareholders | (161) | (141) |
Distributions to noncontrolling interest holders, net | (51) | (18) |
Repurchase of treasury shares | (1,153) | (644) |
Exercise of stock options | 8 | 23 |
Employee withholding tax on share-based payments | (44) | (49) |
Cash used for financing activities | (1,401) | (829) |
Effect of exchange rate changes on cash | (30) | 35 |
Net change in cash, cash equivalents, and restricted cash | (934) | (522) |
Cash, cash equivalents, and restricted cash at beginning of period | 2,886 | 1,958 |
Cash, cash equivalents, and restricted cash at end of period | $ 1,952 | $ 1,436 |
Consolidated Statement of (Defi
Consolidated Statement of (Deficit) Equity - USD ($) $ in Millions | Total | Total SPGI (Deficit) Equity | Common Stock $1 par | Additional Paid-in Capital | Retained Income | Accumulated Other Comprehensive Loss | Less: Treasury Stock | Noncontrolling Interests | |||
Balance at beginning of period at Dec. 31, 2018 | $ 684 | $ 628 | $ 294 | $ 833 | $ 11,284 | $ (742) | $ (11,041) | $ 56 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Comprehensive income | 522 | [1] | 519 | [1] | 410 | 109 | 3 | ||||
Dividends | (141) | (141) | (141) | ||||||||
Share repurchases | (644) | (644) | 644 | ||||||||
Employee stock plans | (14) | (14) | (61) | (47) | |||||||
Capital contribution from noncontrolling interest | (36) | (36) | (36) | ||||||||
Change in redemption value of redeemable noncontrolling interest | 15 | 15 | 15 | ||||||||
Other | 2 | 2 | |||||||||
Balance at end of period at Mar. 31, 2019 | 388 | 327 | 294 | 772 | 11,532 | (633) | (11,638) | 61 | |||
Balance at beginning of period at Dec. 31, 2019 | 536 | 479 | 294 | 903 | 12,205 | (624) | (12,299) | 57 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Comprehensive income | [1] | 604 | 603 | 639 | (36) | 1 | |||||
Dividends | (161) | (161) | (161) | ||||||||
Share repurchases | (1,153) | (1,153) | (120) | 1,033 | |||||||
Employee stock plans | (26) | (26) | (29) | (3) | |||||||
Change in redemption value of redeemable noncontrolling interest | 11 | 11 | 11 | ||||||||
Other | (5) | (3) | (3) | (2) | |||||||
Balance at end of period at Mar. 31, 2020 | $ (194) | $ (250) | $ 294 | $ 754 | $ 12,691 | $ (660) | $ (13,329) | $ 56 | |||
[1] | Excludes comprehensive income of $49 million and $40 million for the three months ended March 31, 2020 and 2019, respectively, attributable to our redeemable noncontrolling interest. |
Consolidated Statement of (De_2
Consolidated Statement of (Deficit) Equity (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Stockholders' Equity [Abstract] | ||
Dividends declared per common share (USD per share) | $ 0.67 | $ 0.57 |
Net income attributable to noncontrolling interest | $ 49 | $ 40 |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Basis of Presentation | 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 leading provider of transparent and independent ratings, benchmarks, analytics and data to the capital and commodity markets worldwide. Our operations consist of four reportable segments: S&P Global Ratings ("Ratings"), S&P Global Market Intelligence ("Market Intelligence"), S&P Global Platts ("Platts") and S&P Dow Jones Indices ("Indices"). • Ratings is an independent provider of credit ratings, research, and analytics, offering investors and other market participants information, ratings and benchmarks. • Market Intelligence is a global provider of multi-asset-class data, research and analytical capabilities, which integrate cross-asset analytics and desktop services. • Platts is the leading independent provider of information and benchmark prices for the commodity and energy markets. • Indices is a global index provider that maintains a wide variety of valuation and index benchmarks for investment advisors, wealth managers and institutional investors. In the first quarter of 2020, we changed our allocation methodology for allocating our centrally managed technology-related expenses to our reportable segments to more accurately reflect each segment's respective usage. Prior-year amounts have been reclassified to conform with current presentation. There was no impact on the Company's consolidated balance sheets, consolidated statements of income and consolidated statements of cash flows as a result of this change. 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, 2019 (our “Form 10-K”). Certain prior-year amounts have been reclassified to conform with current presentation. 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, 2020 are not necessarily indicative of the results that may be expected for the full year. Our critical accounting estimates are disclosed in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations , in our Form 10-K. On an ongoing basis, we evaluate our estimates and assumptions, including those related to revenue recognition, 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 noncontrolling interests. Since the date of our Form 10-K, there have been no material changes to our critical accounting policies and estimates. Restricted Cash Restricted cash of $10 million and $15 million included in our consolidated balance sheets as of March 31, 2020 and December 31, 2019, respectively, includes amounts held in escrow accounts in connection with our acquisition of Kensho. 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, 2020 and December 31, 2019, contract assets were $38 million and $28 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 decrease in the unearned revenue balance at March 31, 2020 compared to December 31, 2019 is primarily driven by $812 million of revenues recognized that were included in the unearned revenue balance at the beginning of the period, offset by cash payments received in advance of satisfying our performance obligations. Remaining Performance Obligations Remaining performance obligations represent the transaction price of contracts for work that has not yet been performed. As of March 31, 2020, the aggregate amount of the transaction price allocated to remaining performance obligations was $2.0 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 $112 million and $115 million as of March 31, 2020 and December 31, 2019, 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. Other Expense, net The components of other expense, net for the three months ended March 31 are as follows: (in millions) 2020 2019 Other components of net periodic benefit cost 1 $ (9) $ 103 Net loss from investments 10 — Other expense, net $ 1 $ 103 1 During the first quarter of 2019, the Company purchased a group annuity contract under which an insurance company assumed a portion of the Company's obligation to pay pension benefits to the plan's beneficiaries. The purchase of this group annuity contract was funded by pension plan assets. The net periodic benefit cost for our retirement and post retirement plans for the three months ended March 31, 2019 includes a non-cash pre-tax settlement charge of $113 million reflecting the accelerated recognition of a portion of unamortized actuarial losses in the plan. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions and Divestitures | Acquisitions and Divestitures Acquisitions 2020 In February of 2020, CRISIL, included within our Ratings segment, completed the acquisition of Greenwich Associates LLC ("Greenwich"), a leading provider of proprietary benchmarking data, analytics and qualitative, actionable insights that helps financial services firms worldwide measure and improve business performance. The acquisition will complement CRISIL's existing portfolio of products and expand offerings to new segments across financial services including commercial banks and asset and wealth managers. The acquisition of Greenwich is not material to our consolidated financial statements. In January of 2020, we completed the acquisition of the ESG Ratings Business from RobecoSAM, which includes the widely followed SAM* Corporate Sustainability Assessment, an annual evaluation of companies' sustainability practices. The acquisition will bolster our position as the premier resource for essential environmental, social, and governance ("ESG") insights and product solutions for our customers. Through this acquisition, we will be able to offer our customers even more transparent, robust and comprehensive ESG solutions. The acquisition of the ESG Ratings Business is not material to our consolidated financial statements. 2019 During the three months ended March 31, 2019, we did not complete any material acquisitions. Divestitures 2020 In January of 2020, Market Intelligence entered into a strategic alliance to transition S&P Global Market Intelligence's Investor Relations ("IR") webhosting business to Q4 Inc. ("Q4"). This alliance will integrate Market Intelligence's proprietary data into Q4's portfolio of solutions, enabling further opportunities for commercial collaboration. In connection with transitioning its IR webhosting business to Q4, Market Intelligence made a minority investment in Q4. During the three months ended March 31, 2020, we recorded a pre-tax gain of $7 million ($7 million after-tax) in Gain on disposition in the consolidated statement of income related to the sale of IR. 2019 During the three months ended March 31, 2019, we did not complete any dispositions. The operating profit of our businesses that were disposed of for the three months ending March 31, 2020 and 2019 is as follows: (in millions) 2020 2019 Operating profit 1 $ — $ 3 1 The three months ended March 31, 2020 exclude a pre-tax gain on the sale of the IR webhosting business of $7 million. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The effective income tax rate was 21.5% and 19.9% for the three months ended March 31, 2020 and March 31, 2019, respectively. The increase in 2020 was primarily due to a decrease in the recognition of excess tax benefits associated with share-based payments in the statement of income. 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, 2020 and December 31, 2019, the total amount of federal, state and local, and foreign unrecognized tax benefits was $126 million and $124 million, |
Debt
Debt | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt A summary of long-term debt outstanding is as follows: (in millions) March 31, December 31, 4.0% Senior Notes, due 2025 1 694 694 4.4% Senior Notes, due 2026 2 894 893 2.95% Senior Notes, due 2027 3 493 493 2.5% Senior Notes, due 2029 4 495 495 6.55% Senior Notes, due 2037 5 294 294 4.5% Senior Notes, due 2048 6 490 490 3.25% Senior Notes, due 2049 7 589 589 Long-term debt 3,949 3,948 1 Interest payments are due semiannually on June 15 and December 15, and as of March 31, 2020, the unamortized debt discount and issuance costs total $6 million. 2 Interest payments are due semiannually on February 15 and August 15, and as of March 31, 2020, the unamortized debt discount and issuance costs total $6 million. 3 Interest payments are due semiannually on January 22 and July 22, and as of March 31, 2020, the unamortized debt discount and issuance costs total $7 million. 4 Interest payments are due semiannually on June 1 and December 1, beginning on June 1, 2020, and as of March 31, 2020, the unamortized debt discount and issuance costs total $5 million. 5 Interest payments are due semiannually on May 15 and November 15, and as of March 31, 2020, the unamortized debt discount and issuance costs total $3 million. 6 Interest payments are due semiannually on May 15 and November 15, and as of March 31, 2020, the unamortized debt discount and issuance costs total $10 million. 7 Interest payments are due semiannually on June 1 and December 1, beginning on June 1, 2020 and as of March 31, 2020, the unamortized debt discount and issuance costs total $11 million. The fair value of our total debt borrowings was $4.5 billion as of March 31, 2020 and December 31, 2019, respectively, and was estimated based on quoted market prices. We have the ability to borrow a total of $1.2 billion through our commercial paper program, which is supported by our revolving $1.2 billion five Depending on our corporate credit rating, we pay a commitment fee of 8 to 17.5 basis points for our credit facility, whether or not amounts have been borrowed. We currently pay a commitment fee of 10 basis points. The interest rate on borrowings under our credit facility is, at our option, calculated using rates that are primarily based on either the prevailing London Inter-Bank Offer Rate, the prime rate determined by the administrative agent or the Federal Funds Rate. For certain borrowings under this credit facility, there is also a spread based on our corporate credit rating. Our credit facility contains certain covenants. The only financial covenant requires that our indebtedness to cash flow ratio, as defined in our credit facility, is not greater than 4 to 1, and this covenant level has never been exceeded. |
Derivative Instruments
Derivative Instruments | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments Our exposure to market risk includes changes in foreign exchange 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, 2020 and December 31, 2019, we have entered into foreign exchange forward contracts to mitigate or hedge the effect of adverse fluctuations in foreign exchange rates. As of March 31, 2020 and December 31, 2019, we have entered into a cross currency swap contract to hedge a portion of our net investment in a foreign subsidiary against volatility in foreign exchange rates. These contracts are recorded at fair value that is based on foreign currency exchange 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, 2020 and twelve months ended December 31, 2019, 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 do not qualify for hedge accounting. As of March 31, 2020 and December 31, 2019, the aggregate notional value of these outstanding forward contracts was $145 million and $116 million, respectively. The changes in fair value of these forward contracts are recorded in prepaid and other assets or other current liabilities in the consolidated balance sheet with their corresponding change in fair value recognized in selling and general expenses in the consolidated statement of income. The amount recorded in other current liabilities as of March 31, 2020 was $7 million. The amount recorded in selling and general expense for the three months ended March 31, 2020 and 2019 related to these contracts was a net loss of $11 million and a net gain of $2 million, respectively. Net Investment Hedge During the three months ended March 31, 2020 and twelve months ended December 31, 2019, we entered into a cross currency swap to hedge a portion of our net investment in a certain European subsidiary against volatility in the Euro/U.S. dollar exchange rate. This swap is designated and qualifies as a hedge of a net investment in a foreign subsidiary and is scheduled to mature in 2024. As of March 31, 2020 and December 31, 2019, the notional value of our outstanding cross currency swap designated as a net investment hedge was $400 million. The changes in the fair value of this swap 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 hedge based on changes in spot exchange rates. Accordingly, amounts related to the cross currency swap recognized directly in net income for the three months ended March 31, 2020 represent net periodic interest settlements and accruals, which are recognized in interest expense, net. We recognized net interest income of $3 million for the three months ended March 31, 2020. Cash Flow Hedges During the three months ended March 31, 2020 and twelve months ended December 31, 2019, 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 2021 and the fourth quarter of 2020, 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 twelve 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, 2020, we estimate that $5 million of the net losses related to derivatives 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, 2020 and December 31, 2019, the aggregate notional value of our outstanding foreign exchange forward contracts designated as cash flow hedges was $268 million and $249 million, respectively. The following table provides information on the location and fair value amounts of our cash flow hedges and net investment hedge as of March 31, 2020 and December 31, 2019: (in millions) March 31, December 31, Balance Sheet Location 2020 2019 Derivatives designated as cash flow hedges: Prepaid and other current assets Foreign exchange forward contracts $ — $ 1 Other current liabilities Foreign exchange forward contracts $ 8 $ — Derivative designated as a net investment hedge: Other non-current assets Cross currency swap $ 22 $ — Other non-current liabilities Cross currency swap $ — $ 10 The following table provides information on the location and amounts of pre-tax gains (losses) on our cash flow hedges and net investment hedge 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) 2020 2019 2020 2019 Cash flow hedges - designated as hedging instruments Foreign exchange forward contracts $ (7) $ 4 Revenue, Selling and general expenses $ (2) $ 2 Net investment hedge - designated as hedging instruments Cross currency swap $ 32 $ — $ — $ — 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) Three Months 2020 2019 Cash Flow Hedges Net unrealized gains (losses) on cash flow hedges, net of taxes, beginning of period $ 2 $ 3 Change in fair value, net of tax (9) 6 Reclassification into earnings, net of tax 2 (2) Net unrealized (losses) gains on cash flow hedges, net of taxes, end of period $ (5) $ 7 Net Investment Hedge Net unrealized (losses) gains on net investment hedge, net of taxes, beginning of period $ (8) $ — Change in fair value, net of tax 24 — Reclassification into earnings, net of tax — — Net unrealized gains (losses) on net investment hedges, net of taxes, end of period $ 16 $ — |
Employee Benefits
Employee Benefits | 3 Months Ended |
Mar. 31, 2020 | |
Retirement Benefits [Abstract] | |
Employee Benefits | 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 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 defined benefit 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 unrecognized actuarial losses and unrecognized prior service costs. These amounts will be subsequently recognized as net periodic benefit 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 expense (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) 2020 2019 Service cost $ 1 $ 1 Interest cost 13 19 Expected return on assets (26) (31) Amortization of prior service credit / actuarial loss 4 2 Net periodic benefit cost (8) (9) Settlement charge 1 — 113 Net benefit cost $ (8) $ 104 1 The Company purchased a group annuity contract under which an insurance company assumed a portion of the Company's obligation to pay pension benefits to the plan's beneficiaries. The purchase of this group annuity contract was funded by pension plan assets. The non-cash pretax settlement charge reflects the accelerated recognition of a portion of unamortized actuarial losses in the plan. Net periodic benefit cost related to our postretirement plans reflected in the table above was not material for the three months ended March 31, 2020 and 2019, respectively. 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, 2020. The effect of the assumption changes on retirement and postretirement expense for the three months ended March 31, 2020 did not have a material impact to our financial position, results of operations or cash flows. In the first three months of 2020, we contributed $3 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 2020. Financial information shown above is based on market conditions as of December 31, 2019. Significant changes in interest rates, asset values and economic conditions have occurred since then, which could affect the information shown herein, although as of March 31, 2020, market conditions at that time had minimal effect on the funded status of the pension plans due to the plans’ investment policy (primarily fixed income investments intended to track movements in the bonds used to determine the discount rate). Effects of the 2019 novel coronavirus ("COVID-19") on the financial markets, regulations, and plan experience are uncertain and still evolving. The short-term and long-term effects of COVID-19 may have significant effects on future measurements. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation We issue stock-based incentive awards to our eligible employees under the 2019 Stock Incentive Plan ("2019 Plan") and to our eligible non-employee Directors under a Director Deferred Stock Ownership Plan. The 2019 Plan permits the granting of incentive stock options, nonqualified stock options, stock appreciation rights, performance stock, restricted stock and other stock-based awards. For the three months ended March 31, 2020 and 2019, total stock-based compensation expense related to restricted stock and unit awards was $11 million and $12 million, respectively. Total unrecognized compensation expense related to unvested restricted stock and unit awards as of March 31, 2020 was $72 million, which is expected to be recognized over a weighted average period of 1.8 years. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Equity | Equity Stock Repurchases 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. On December 4, 2013, the Board of Directors approved a share repurchase program authorizing the purchase of 50 million shares (the "2013 Repurchase Program"), which was approximately 18% 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, 2020, 30 million shares remained available under the 2020 Repurchase Program and 1.3 million shares remained available under the 2013 repurchase program. Our 2020 Repurchase Program and 2013 Repurchase Program have no expiration date and purchases under these programs may be made from time to time on the open market and in private transactions, depending on market conditions. We have entered 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 ASR agreements were executed under our 2013 Repurchase Program, approved on December 4, 2013. The terms of each ASR agreement entered for the three months ended March 31, 2020 and 2019, structured as outlined above, are as follows: (in millions, except average price) ASR Agreement Initiation Date ASR Agreement Completion Date Initial Shares Delivered Additional Shares Delivered Total Number of Shares Average Price Paid Per Share Total Cash Utilized February 11, 2020 1 1.3 0.2 1.5 $ — $ 500 February 11, 2020 2 1.4 — 1.4 $ — $ 500 February 11, 2019 3 July 31, 2019 2.2 0.1 2.3 $ 214.65 $ 500 1 The ASR agreement was structured as a capped ASR agreement in which we paid $500 million and received an initial delivery of 1.3 million shares and an additional amount of 0.2 million during the month of February, representing a minimum number of shares of our common stock to be repurchased based on a calculation using a specified capped price per share. 2 The ASR agreement was structured as an uncapped ASR agreement in which we paid $500 million and received an initial delivery of 1.4 million shares, representing 85% of the $500 million at a price equal to the then market price of the Company. 3 The ASR agreement was structured as an uncapped ASR agreement in which we paid $500 million and received an initial delivery of 2.2 million shares, representing 85% of the $500 million at a price equal to the then market price of the Company. We completed the ASR agreement on July 31, 2019 and received an additional 0.1 million shares. Additionally, we purchased shares of our common stock in the open market for the three months ended March 31 as follows: (in millions, except average price) Total number of shares purchased Average price paid per share Total cash utilized March 31, 2020 0.5 $ 291.99 150 March 31, 2019 0.8 $ 184.51 144 During the three months ended March 31, 2020, we purchased a total of 3.4 million shares for $1,150 million of cash. During the fourth quarter of 2019, we repurchased shares for $3 million, which settled in the first quarter of 2020, resulting in $1,153 million of cash used to repurchase shares. During the three months ended March 31, 2019, we received 3.4 million shares, including 0.4 million shares received in January of 2019 related to our October 29, 2018 ASR agreement, resulting in $644 million of cash used to repurchase shares. 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 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 (deficit) 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 (deficit) equity. Changes to redeemable noncontrolling interest during the three months ended March 31, 2020 were as follows: (in millions) Balance as of December 31, 2019 $ 2,268 Net income attributable to noncontrolling interest 49 Distributions payable to noncontrolling interest (38) Redemption value adjustment (11) Balance as of March 31, 2020 $ 2,268 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, 2020: (in millions) Foreign Currency Translation Adjustments Pension and Postretirement Benefit Plans Unrealized Gain (Loss) on Foreign Forward Exchange Contracts Accumulated Other Comprehensive Loss Balance as of December 31, 2019 $ (321) $ (305) $ 2 $ (624) Other comprehensive (loss) income before reclassifications (31) 1 — (8) (39) Reclassifications from accumulated other comprehensive income (loss) to net earnings — 2 2 1 3 3 Net other comprehensive (loss) income (31) 2 (7) (36) Balance as of March 31, 2020 $ (352) $ (303) $ (5) $ (660) 1 Includes an unrealized gain related to the cross currency swap entered into in December 2019. 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 $1 million for the three months ended March 31, 2020. 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. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 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. The calculation of basic and diluted EPS for the three months ended March 31 is as follows: (in millions, except per share amounts) 2020 2019 Amounts attributable to S&P Global Inc. common shareholders: Net income $ 639 $ 410 Basic weighted-average number of common shares outstanding 242.1 246.7 Effect of stock options and other dilutive securities 1.2 1.6 Diluted weighted-average number of common shares outstanding 243.3 248.3 Earnings per share attributable to S&P Global Inc. common shareholders: Net income: Basic $ 2.64 $ 1.66 Diluted $ 2.62 $ 1.65 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, 2020 and 2019, there were no stock options excluded. Restricted performance shares outstanding of 0.4 million as of March 31, 2020 and 2019 were excluded. |
Restructuring
Restructuring | 3 Months Ended |
Mar. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | RestructuringWe continuously evaluate our cost structure to identify cost savings associated with streamlining our management structure. Our 2020 and 2019 restructuring plan consisted of a company-wide workforce reduction of approximately 70 and 300 positions, respectively, and are 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 of efficiencies in carrying out the plans or 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. The initial restructuring charge recorded and the ending reserve balance as of March 31, 2020 by segment is as follows: 2020 Restructuring Plan 2019 Restructuring Plan (in millions) Initial Charge Recorded Ending Reserve Balance Initial Charge Recorded Ending Reserve Balance Ratings $ — $ — $ 11 $ 4 Market Intelligence 2 1 6 4 Platts — — 1 — Corporate 7 6 7 3 Total $ 9 $ 7 $ 25 $ 11 We recorded a pre-tax restructuring charge of $9 million primarily related to employee severance charges for the 2020 restructuring plan during the three months ended March 31, 2020 and have reduced the reserve by $2 million. The ending reserve balance for the 2019 restructuring plan was $18 million as of December 31, 2019. For the three months ended March 31, 2020, we have reduced the reserve for the 2019 restructuring plan by $7 million. The reductions primarily related to cash payments for employee severance charges. |
Segment and Related Information
Segment and Related Information | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment and Related Information | Segment and Related Information We have four reportable segments: Ratings, Market Intelligence, Platts and Indices. 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, other expense, net, or interest expense, net, as these are amounts that do not affect the operating results of our reportable segments. In the first quarter of 2020, we changed our allocation methodology for allocating our centrally managed technology-related expenses to our reportable segments to more accurately reflect each segment's respective usage. Prior-year amounts have been reclassified to conform with current presentation. A summary of operating results for the three months ended March 31 is as follows: Revenue (in millions) 2020 2019 Ratings $ 825 $ 696 Market Intelligence 519 482 Platts 215 207 Indices 259 217 Intersegment elimination 1 (32) (31) Total revenue $ 1,786 $ 1,571 Operating Profit (in millions) 2020 2019 Ratings 2 $ 520 $ 368 Market Intelligence 3 147 134 Platts 4 112 99 Indices 5 182 150 Total reportable segments 961 751 Corporate Unallocated Expense 6 (49) (46) Total operating profit $ 912 $ 705 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 2019 includes amortization of intangibles from acquisitions of $1 million. 3 Operating profit for 2020 includes a gain on disposition of $7 million and employee severance charges of $2 million. Additionally, operating profit for 2020 and 2019 includes amortization of intangibles from acquisitions of $19 million and $18 million, respectively. 4 Operating profit for 2020 and 2019 includes amortization of intangibles from acquisitions of $2 million and $3 million, respectively. 5 Operating profit for both 2020 and 2019 include amortization of intangibles from acquisitions of $1 million. 6 Operating profit for 2020 includes employee severance charges of $7 million and Kensho retention related expense of $5 million. 2019 includes Kensho retention related expense of $7 million. Operating profit for 2020 and 2019 also includes and amortization of intangibles from acquisitions of $7 million and $8 million, respectively. The following table presents our revenue disaggregated by revenue type for the three months ended March 31: (in millions) Ratings Market Intelligence Platts Indices Intersegment Elimination 1 Total 2020 Subscription $ — $ 505 $ 197 $ 46 $ — $ 748 Non-subscription / Transaction 432 13 1 — — 446 Non-transaction 393 — — — (32) 361 Asset-linked fees — 1 — 159 — 160 Sales usage-based royalties — — 17 54 — 71 Total revenue $ 825 $ 519 $ 215 $ 259 $ (32) $ 1,786 Timing of revenue recognition Services transferred at a point in time $ 432 $ 13 $ 1 $ — $ — $ 446 Services transferred over time 393 506 214 259 (32) 1,340 Total revenue $ 825 $ 519 $ 215 $ 259 $ (32) $ 1,786 (in millions) Ratings Market Intelligence Platts Indices Intersegment Elimination 1 Total 2019 2 Subscription $ — $ 467 $ 191 $ 40 $ — $ 698 Non-subscription / Transaction 324 10 2 — — 336 Non-transaction 372 — — — (31) 341 Asset-linked fees — 5 — 143 — 148 Sales usage-based royalties — — 14 34 — 48 Total revenue $ 696 $ 482 $ 207 $ 217 $ (31) $ 1,571 Timing of revenue recognition Services transferred at a point in time $ 324 $ 10 $ 2 $ — $ — $ 336 Services transferred over time 372 472 205 217 (31) 1,235 Total revenue $ 696 $ 482 $ 207 $ 217 $ (31) $ 1,571 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. 2 In the third quarter of 2019, we reevaluated our transaction and non-transaction presentation which resulted in a reclassification from transaction revenue to non-transaction revenue of $7 million for the first quarter of 2019. The following provides revenue by geographic region for the three months ended March 31: (in millions) 2020 2019 U.S. $ 1,108 $ 943 European region 405 373 Asia 184 169 Rest of the world 89 86 Total $ 1,786 $ 1,571 See Note 2 — Acquisitions and Divestitures and Note 10 — Restructuring for additional actions that impacted the segment operating results. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 14 years, some of which include options to extend the leases for up to 12 years, and some of which include options to terminate the leases within 1 year. We consider these options in determining the lease term used to establish our right-of use ("ROU") assets and associated lease liabilities. 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. The following table provides information on the location and amounts of our leases on our consolidated balance sheets as of March 31, 2020 and December 31, 2019: (in millions) March 31, December 31, Balance Sheet Location 2020 2019 Assets Right of use assets Lease right-of-use assets $ 652 $ 676 Liabilities Other current liabilities Current lease liabilities 104 112 Lease liabilities — non-current Noncurrent lease liabilities 603 620 The components of lease expense for the three months ended March 31 are as follows: (in millions) 2020 2019 Operating lease cost $ 36 $ 37 Sublease income (4) (4) Total lease cost $ 32 $ 33 Supplemental information related to leases for the three months ended March 31 are as follows: (in millions) 2020 2019 Cash paid for amounts included in the measurement for operating lease liabilities Operating cash flows from operating leases $ 39 $ 35 Right-of-use assets obtained in exchange for lease obligations Operating leases 6 715 Weighted-average remaining lease term and discount rate for our operating leases are as follows: March 31, December 31, 2020 2019 Weighted-average remaining lease term (years) 8.9 9.0 Weighted-average discount rate 3.85 % 3.93 % Maturities of lease liabilities for our operating leases are as follows: (in millions) 2020 (Excluding the three months ended March 31, 2020) $ 100 2021 120 2022 105 2023 87 2024 66 2025 and beyond 357 Total undiscounted lease payments $ 835 Less: Imputed interest 128 Present value of lease liabilities $ 707 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, 2020 and 2019, S&P Dow Jones Indices LLC earned $47 million and $29 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. 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 the subject of government and regulatory proceedings, investigations and inquiries. In addition, various government and self-regulatory agencies frequently make inquiries and conduct investigations into our compliance with applicable laws and regulations, including those related to ratings activities and antitrust matters. For example, as a nationally recognized statistical rating organization registered with the SEC under Section 15E of the Securities Exchange Act of 1934, 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. |
Recently Issued or Adopted Acco
Recently Issued or Adopted Accounting Standards | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued or Adopted Accounting Standards | Recently Issued or Adopted Accounting Standards In January of 2020, the Financial Accounting Standards Board ("FASB") issued a guidance intended to clarify the interaction of the accounting for equity securities under ASC 321, investments accounted for under the equity method of accounting under ASC 323, and the accounting for certain forward contracts and purchased options accounted for under ASC 815. This guidance could change how the Company accounts for an equity security under the measurement alternative. The guidance is effective for reporting periods beginning after December 15, 2020; however early adoption is permitted. We are currently evaluating the impact of the adoption of this guidance on our consolidated financial statements. In December of 2019, the FASB issued guidance to simplify the accounting for income taxes. The guidance eliminates certain exceptions to the general principles of Topic 740. The guidance is effective for reporting periods after December 15, 2020; however, early adoption is permitted. We are currently evaluating the impact of the adoption of this guidance on our consolidated financial statements. In November of 2018, the FASB issued guidance that provides clarification on whether certain transactions between collaborative arrangement participants should be accounted for as revenue under Accounting Standards Codification ("ASC") 606. The guidance was effective on January 1, 2020, and the adoption of this guidance did not have a significant impact on our consolidated financial statements. In August of 2018, the FASB issued guidance to align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance was effective on January 1, 2020, and the adoption of this guidance did not have a significant impact on our consolidated financial statements. In January of 2017, the FASB issued guidance that simplifies the subsequent measurement of goodwill and eliminates Step 2 from the goodwill impairment test. Under the new guidance, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The guidance was effective on January 1, 2020, and the adoption of this guidance did not have a significant impact on our consolidated financial statements. In June of 2016, the FASB issued guidance amending the measurement of credit losses on certain financial instruments by requiring the use of an expected loss methodology, which will result in more timely recognition of credit losses. We adopted this guidance on January 1, 2020. The adoption of this guidance impacted our process for assessing the adequacy of our allowance for doubtful accounts on accounts receivable and contract assets by incorporating data points that provide indicators of future economic conditions including forecasted industry default rates and industry index benchmarks in concert with our historical process contemplating experienced receivable write off rates from past events and current economic conditions. The adoption of this guidance did not have a significant impact on our consolidated financial statements. During the three months ended March 31, 2020, we incorporated the forecasted impact of future economic conditions into our allowance for doubtful accounts measurement process including the expected adverse impact of COVID-19 on the global economy. |
Condensed Consolidating Financi
Condensed Consolidating Financial Statements | 3 Months Ended |
Mar. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
Condensed Consolidating Financial Statements | Condensed Consolidating Financial Statements 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. In the fourth quarter of 2019, we used the net proceeds to fund the redemption of the $700 million outstanding principal amount of our 3.3% senior notes due in August of 2020 and a portion of the $400 million outstanding principal amount of our 6.55% senior notes due in October of 2037. On May 17, 2018, we issued $500 million of 4.5% 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 August 18, 2015, we issued $2.0 billion of senior notes, consisting of $400 million of 2.5% senior notes that were repaid in 2018, $700 million of 3.3% senior notes due in 2020 and $900 million of 4.4% senior notes due in 2026. See Note 4 — Debt for additional information. The senior notes described above are fully and unconditionally guaranteed by Standard & Poor's Financial Services LLC, a 100% owned subsidiary of the Company. The following condensed consolidating financial statements present the results of operations, financial position and cash flows of S&P Global Inc., Standard & Poor's Financial Services LLC, and the Non-Guarantor Subsidiaries of S&P Global Inc. and Standard & Poor's Financial Services LLC, and the eliminations necessary to arrive at the information for the Company on a consolidated basis. Statement of Income Three Months Ended March 31, 2020 (Unaudited) (in millions) S&P Global Inc. Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations S&P Global Inc. Consolidated Revenue $ 212 $ 525 $ 1,088 $ (39) $ 1,786 Expenses: Operating-related expenses 31 117 412 (39) 521 Selling and general expenses 74 27 210 — 311 Depreciation 11 2 7 — 20 Amortization of intangibles — — 29 — 29 Total expenses 116 146 658 (39) 881 Gain on dispositions — — (7) — (7) Operating profit 96 379 437 — 912 Other (income) expense, net (5) — 6 — 1 Interest expense (income), net 37 — (3) — 34 Non-operating intercompany transactions 103 (13) (564) 474 — Income before taxes on income (39) 392 998 (474) 877 Provision for taxes on income 16 91 81 — 188 Equity in net income of subsidiaries 1,168 — — (1,168) — Net income $ 1,113 $ 301 $ 917 $ (1,642) $ 689 Less: net income attributable to noncontrolling interests — — — (50) (50) Net income attributable to S&P Global Inc. $ 1,113 $ 301 $ 917 $ (1,692) $ 639 Comprehensive income $ 1,146 $ 301 $ 847 $ (1,641) $ 653 Statement of Income Three Months Ended March 31, 2019 (Unaudited) (in millions) S&P Global Inc. Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations S&P Global Inc. Consolidated Revenue $ 202 $ 436 $ 971 $ (38) $ 1,571 Expenses: Operating-related expenses 67 117 327 (38) 473 Selling and general expenses (4) 81 264 — 341 Depreciation 11 2 7 — 20 Amortization of intangibles — — 32 — 32 Total expenses 74 200 630 (38) 866 Operating profit 128 236 341 — 705 Other expense (income), net 107 — (4) — 103 Interest expense (income), net 38 — (2) — 36 Non-operating intercompany transactions 96 (16) (103) 23 — Income before taxes on income (113) 252 450 (23) 566 (Benefit) provision for taxes on income (40) 70 83 — 113 Equity in net income of subsidiaries 506 — — (506) — Net income $ 433 $ 182 $ 367 $ (529) $ 453 Less: net income attributable to noncontrolling interests — — — (43) (43) Net income attributable to S&P Global Inc. $ 433 $ 182 $ 367 $ (572) $ 410 Comprehensive income $ 515 $ 182 $ 395 $ (530) $ 562 Balance Sheet March 31, 2020 (Unaudited) (in millions) S&P Global Inc. Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations S&P Global Inc. Consolidated ASSETS Current assets: Cash and cash equivalents $ 659 $ — $ 1,273 $ — $ 1,932 Restricted cash — — 20 — 20 Accounts receivable, net of allowance for doubtful accounts 235 232 1,037 — 1,504 Intercompany receivable 716 2,831 4,304 (7,851) — Prepaid and other current assets 84 3 152 — 239 Total current assets 1,694 3,066 6,786 (7,851) 3,695 Property and equipment, net of accumulated depreciation 197 — 112 — 309 Right of use assets 388 2 262 — 652 Goodwill 283 — 3,413 7 3,703 Other intangible assets, net — — 1,439 — 1,439 Investments in subsidiaries 11,985 5 8,075 (20,065) — Intercompany loans receivable 17 — 1,511 (1,528) — Other non-current assets 305 35 326 (1) 665 Total assets $ 14,869 $ 3,108 $ 21,924 $ (29,438) $ 10,463 LIABILITIES AND (DEFICIT) EQUITY Current liabilities: Accounts payable $ 86 $ 10 $ 107 $ — $ 203 Intercompany payable 6,484 92 1,275 (7,851) — Accrued compensation and contributions to retirement plans 102 10 110 — 222 Income taxes currently payable 99 — 61 — 160 Unearned revenue 314 250 1,333 — 1,897 Other current liabilities 214 14 273 — 501 Total current liabilities 7,299 376 3,159 (7,851) 2,983 Long-term debt 3,949 — — — 3,949 Lease liabilities — non-current 373 1 229 — 603 Intercompany loans payable — — 1,528 (1,528) — Pension and other postretirement benefits 176 — 82 — 258 Other non-current liabilities 154 74 368 — 596 Total liabilities 11,951 451 5,366 (9,379) 8,389 Redeemable noncontrolling interest — — — 2,268 2,268 Equity: Common stock 294 — 2,375 (2,375) 294 Additional paid-in capital (46) 633 9,374 (9,207) 754 Retained income 16,139 2,024 5,377 (10,849) 12,691 Accumulated other comprehensive loss (142) — (567) 49 (660) Less: common stock in treasury (13,327) — (2) — (13,329) Total (deficit) equity - controlling interests 2,918 2,657 16,557 (22,382) (250) Total equity - noncontrolling interests — — 1 55 56 Total (deficit) equity 2,918 2,657 16,558 (22,327) (194) Total liabilities and (deficit) equity $ 14,869 $ 3,108 $ 21,924 $ (29,438) $ 10,463 Balance Sheet December 31, 2019 (in millions) S&P Global Inc. Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations S&P Global Inc. Consolidated ASSETS Current assets: Cash and cash equivalents $ 1,130 $ — $ 1,736 $ — $ 2,866 Restricted cash — — 20 — 20 Accounts receivable, net of allowance for doubtful accounts 229 148 1,200 — 1,577 Intercompany receivable 675 2,855 3,983 (7,513) — Prepaid and other current assets 102 2 145 — 249 Total current assets 2,136 3,005 7,084 (7,513) 4,712 Property and equipment, net of accumulated depreciation 204 — 116 — 320 Right of use assets 402 1 273 — 676 Goodwill 283 — 3,283 9 3,575 Other intangible assets, net — — 1,424 — 1,424 Investments in subsidiaries 12,134 6 8,088 (20,228) — Intercompany loans receivable 17 — 1,229 (1,246) — Other non-current assets 281 37 324 (1) 641 Total assets $ 15,457 $ 3,049 $ 21,821 $ (28,979) $ 11,348 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 80 $ 11 $ 99 $ — $ 190 Intercompany payable 6,288 27 1,198 (7,513) — Accrued compensation and contributions to retirement plans 148 61 237 — 446 Income taxes currently payable 7 — 61 — 68 Unearned revenue 297 243 1,388 — 1,928 Other current liabilities 187 18 256 — 461 Total current liabilities 7,007 360 3,239 (7,513) 3,093 Long-term debt 3,948 — — — 3,948 Lease liabilities — non-current 383 1 236 — 620 Intercompany loans payable — — 1,246 (1,246) — Pension and other postretirement benefits 178 — 81 — 259 Other non-current liabilities 171 81 373 (1) 624 Total liabilities 11,687 442 5,175 (8,760) 8,544 Redeemable noncontrolling interest — — — 2,268 2,268 Equity: Common stock 294 — 2,377 (2,377) 294 Additional paid-in capital 112 632 9,362 (9,203) 903 Retained income 15,836 1,975 5,404 (11,010) 12,205 Accumulated other comprehensive loss (175) — (497) 48 (624) Less: common stock in treasury (12,297) — (2) — (12,299) Total equity - controlling interests 3,770 2,607 16,644 (22,542) 479 Total equity - noncontrolling interests — — 2 55 57 Total equity 3,770 2,607 16,646 (22,487) 536 Total liabilities and equity $ 15,457 $ 3,049 $ 21,821 $ (28,979) $ 11,348 Statement of Cash Flows Three Months Ended March 31, 2020 (Unaudited) (in millions) S&P Global Inc. Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations S&P Global Inc. Consolidated Operating Activities: Net income $ 1,113 $ 301 $ 917 $ (1,642) $ 689 Adjustments to reconcile net income to cash provided by operating activities: Depreciation 11 2 7 — 20 Amortization of intangibles — — 29 — 29 Provision for losses on accounts receivable 2 3 5 — 10 Deferred income taxes (5) — (1) — (6) Stock-based compensation 4 2 5 — 11 Gain on disposition — — (7) — (7) Other 30 — (1) — 29 Changes in operating assets and liabilities, net of effect of acquisitions: Accounts receivable (8) (82) 166 — 76 Prepaid and other current assets (54) 33 (31) — (52) Accounts payable and accrued expenses (42) (64) (145) — (251) Unearned revenue 18 7 (37) — (12) Other current liabilities 4 21 24 — 49 Net change in prepaid/accrued income taxes 163 (40) 2 — 125 Net change in other assets and liabilities 13 (21) (22) — (30) Cash provided by operating activities 1,249 162 911 (1,642) 680 Investing Activities: Capital expenditures (3) (1) (7) — (11) Acquisitions, net of cash acquired — — (183) — (183) Changes in short-term investments — — 11 — 11 Cash used for investing activities (3) (1) (179) — (183) Financing Activities: Dividends paid to shareholders (161) — — — (161) Distributions to noncontrolling interest holders, net — — (51) — (51) Repurchase of treasury shares (1,153) — — — (1,153) Exercise of stock options 5 — 3 — 8 Employee withholding tax on share-based payments (44) — — — (44) Intercompany financing activities (359) (161) (1,122) 1,642 — Cash used for financing activities (1,712) (161) (1,170) 1,642 (1,401) Effect of exchange rate changes on cash (5) — (25) — (30) Net change in cash, cash equivalents, and restricted cash (471) — (463) — (934) Cash, cash equivalents, and restricted cash at beginning of period 1,130 — 1,756 — 2,886 Cash, cash equivalents, and restricted cash at end of period $ 659 $ — $ 1,293 $ — $ 1,952 Statement of Cash Flows Three Months Ended March 31, 2019 (Unaudited) (in millions) S&P Global Inc. Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations S&P Global Inc. Consolidated Operating Activities: Net income $ 433 $ 182 $ 367 $ (529) $ 453 Adjustments to reconcile net income to cash provided by operating activities: Depreciation 11 2 7 — 20 Amortization of intangibles — — 32 — 32 Provision for losses on accounts receivable 2 2 3 — 7 Deferred income taxes 21 — 7 28 Stock-based compensation 2 1 9 — 12 Pension settlement charge, net of taxes 85 — — — 85 Other — — 8 — 8 Changes in operating assets and liabilities, net of effect of acquisitions: Accounts receivable (80) (101) 94 — (87) Prepaid and other current assets (9) (2) (23) — (34) Accounts payable and accrued expenses (45) (18) (98) — (161) Unearned revenue 9 23 (35) — (3) Accrued legal settlements — (1) — — (1) Other current liabilities (54) (1) (4) — (59) Net change in prepaid/accrued income taxes 51 — 6 — 57 Net change in other assets and liabilities (19) (5) (40) — (64) Cash provided by operating activities 407 82 333 (529) 293 Investing Activities: Capital expenditures (8) (4) (8) — (20) Acquisitions, net of cash acquired — — (1) — (1) Cash used for investing activities (8) (4) (9) — (21) Financing Activities: Dividends paid to shareholders (141) — — — (141) Distributions to noncontrolling interest holders, net — — (18) — (18) Repurchase of treasury shares (644) — — — (644) Exercise of stock options 23 — — — 23 Employee withholding tax on share-based payments (49) — — — (49) Intercompany financing activities (130) (78) (321) 529 — Cash used for financing activities (941) (78) (339) 529 (829) Effect of exchange rate changes on cash (6) — 41 — 35 Net change in cash, cash equivalents, and restricted cash (548) — 26 — (522) Cash, cash equivalents, and restricted cash at beginning of period 694 — 1,264 — 1,958 Cash, cash equivalents, and restricted cash at end of period $ 146 $ — $ 1,290 $ — $ 1,436 |
Nature of Operations and Basi_2
Nature of Operations and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 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, 2019 (our “Form 10-K”). Certain prior-year amounts have been reclassified to conform with current presentation. 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, 2020 are not necessarily indicative of the results that may be expected for the full year. |
Use of Estimates | On an ongoing basis, we evaluate our estimates and assumptions, including those related to revenue recognition, 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 noncontrolling interests. |
Recently Issued or Adopted Accounting Standards | Recently Issued or Adopted Accounting Standards In January of 2020, the Financial Accounting Standards Board ("FASB") issued a guidance intended to clarify the interaction of the accounting for equity securities under ASC 321, investments accounted for under the equity method of accounting under ASC 323, and the accounting for certain forward contracts and purchased options accounted for under ASC 815. This guidance could change how the Company accounts for an equity security under the measurement alternative. The guidance is effective for reporting periods beginning after December 15, 2020; however early adoption is permitted. We are currently evaluating the impact of the adoption of this guidance on our consolidated financial statements. In December of 2019, the FASB issued guidance to simplify the accounting for income taxes. The guidance eliminates certain exceptions to the general principles of Topic 740. The guidance is effective for reporting periods after December 15, 2020; however, early adoption is permitted. We are currently evaluating the impact of the adoption of this guidance on our consolidated financial statements. In November of 2018, the FASB issued guidance that provides clarification on whether certain transactions between collaborative arrangement participants should be accounted for as revenue under Accounting Standards Codification ("ASC") 606. The guidance was effective on January 1, 2020, and the adoption of this guidance did not have a significant impact on our consolidated financial statements. In August of 2018, the FASB issued guidance to align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance was effective on January 1, 2020, and the adoption of this guidance did not have a significant impact on our consolidated financial statements. In January of 2017, the FASB issued guidance that simplifies the subsequent measurement of goodwill and eliminates Step 2 from the goodwill impairment test. Under the new guidance, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The guidance was effective on January 1, 2020, and the adoption of this guidance did not have a significant impact on our consolidated financial statements. In June of 2016, the FASB issued guidance amending the measurement of credit losses on certain financial instruments by requiring the use of an expected loss methodology, which will result in more timely recognition of credit losses. We adopted this guidance on January 1, 2020. The adoption of this guidance impacted our process for assessing the adequacy of our allowance for doubtful accounts on accounts receivable and contract assets by incorporating data points that provide indicators of future economic conditions including forecasted industry default rates and industry index benchmarks in concert with our historical process contemplating experienced receivable write off rates from past events and current economic conditions. The adoption of this guidance did not have a significant impact on our consolidated financial statements. During the three months ended March 31, 2020, we incorporated the forecasted impact of future economic conditions into our allowance for doubtful accounts measurement process including the expected adverse impact of COVID-19 on the global economy. |
Nature of Operations and Basi_3
Nature of Operations and Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Components of Other Income, Net | The components of other expense, net for the three months ended March 31 are as follows: (in millions) 2020 2019 Other components of net periodic benefit cost 1 $ (9) $ 103 Net loss from investments 10 — Other expense, net $ 1 $ 103 1 During the first quarter of 2019, the Company purchased a group annuity contract under which an insurance company assumed a portion of the Company's obligation to pay pension benefits to the plan's beneficiaries. The purchase of this group annuity contract was funded by pension plan assets. The net periodic benefit cost for our retirement and post retirement plans for the three months ended March 31, 2019 includes a non-cash pre-tax settlement charge of $113 million reflecting the accelerated recognition of a portion of unamortized actuarial losses in the plan. |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Operating Profit of Business Held-for-Sale | The operating profit of our businesses that were disposed of for the three months ending March 31, 2020 and 2019 is as follows: (in millions) 2020 2019 Operating profit 1 $ — $ 3 1 The three months ended March 31, 2020 exclude a pre-tax gain on the sale of the IR webhosting business of $7 million. |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | A summary of long-term debt outstanding is as follows: (in millions) March 31, December 31, 4.0% Senior Notes, due 2025 1 694 694 4.4% Senior Notes, due 2026 2 894 893 2.95% Senior Notes, due 2027 3 493 493 2.5% Senior Notes, due 2029 4 495 495 6.55% Senior Notes, due 2037 5 294 294 4.5% Senior Notes, due 2048 6 490 490 3.25% Senior Notes, due 2049 7 589 589 Long-term debt 3,949 3,948 1 Interest payments are due semiannually on June 15 and December 15, and as of March 31, 2020, the unamortized debt discount and issuance costs total $6 million. 2 Interest payments are due semiannually on February 15 and August 15, and as of March 31, 2020, the unamortized debt discount and issuance costs total $6 million. 3 Interest payments are due semiannually on January 22 and July 22, and as of March 31, 2020, the unamortized debt discount and issuance costs total $7 million. 4 Interest payments are due semiannually on June 1 and December 1, beginning on June 1, 2020, and as of March 31, 2020, the unamortized debt discount and issuance costs total $5 million. 5 Interest payments are due semiannually on May 15 and November 15, and as of March 31, 2020, the unamortized debt discount and issuance costs total $3 million. 6 Interest payments are due semiannually on May 15 and November 15, and as of March 31, 2020, the unamortized debt discount and issuance costs total $10 million. 7 Interest payments are due semiannually on June 1 and December 1, beginning on June 1, 2020 and as of March 31, 2020, the unamortized debt discount and issuance costs total $11 million. |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of the Location and Fair Value Amounts of Cash Flow Hedges | The following table provides information on the location and fair value amounts of our cash flow hedges and net investment hedge as of March 31, 2020 and December 31, 2019: (in millions) March 31, December 31, Balance Sheet Location 2020 2019 Derivatives designated as cash flow hedges: Prepaid and other current assets Foreign exchange forward contracts $ — $ 1 Other current liabilities Foreign exchange forward contracts $ 8 $ — Derivative designated as a net investment hedge: Other non-current assets Cross currency swap $ 22 $ — Other non-current liabilities Cross currency swap $ — $ 10 |
Schedule of the Location and Amounts of Pre-Tax Gains (Losses) on Cash Flow Hedges | The following table provides information on the location and amounts of pre-tax gains (losses) on our cash flow hedges and net investment hedge 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) 2020 2019 2020 2019 Cash flow hedges - designated as hedging instruments Foreign exchange forward contracts $ (7) $ 4 Revenue, Selling and general expenses $ (2) $ 2 Net investment hedge - designated as hedging instruments Cross currency swap $ 32 $ — $ — $ — |
Schedule of Change in Unrealized Gains (Losses) in Accumulated Other Comprehensive Loss | 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) Three Months 2020 2019 Cash Flow Hedges Net unrealized gains (losses) on cash flow hedges, net of taxes, beginning of period $ 2 $ 3 Change in fair value, net of tax (9) 6 Reclassification into earnings, net of tax 2 (2) Net unrealized (losses) gains on cash flow hedges, net of taxes, end of period $ (5) $ 7 Net Investment Hedge Net unrealized (losses) gains on net investment hedge, net of taxes, beginning of period $ (8) $ — Change in fair value, net of tax 24 — Reclassification into earnings, net of tax — — Net unrealized gains (losses) on net investment hedges, net of taxes, end of period $ 16 $ — |
Employee Benefits (Tables)
Employee Benefits (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Retirement Benefits [Abstract] | |
Schedule of Components of Net Periodic Benefit Cost (Credit) | 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) 2020 2019 Service cost $ 1 $ 1 Interest cost 13 19 Expected return on assets (26) (31) Amortization of prior service credit / actuarial loss 4 2 Net periodic benefit cost (8) (9) Settlement charge 1 — 113 Net benefit cost $ (8) $ 104 1 The Company purchased a group annuity contract under which an insurance company assumed a portion of the Company's obligation to pay pension benefits to the plan's beneficiaries. The purchase of this group annuity contract was funded by pension plan assets. The non-cash pretax settlement charge reflects the accelerated recognition of a portion of unamortized actuarial losses in the plan. |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Schedule of Share Repurchases | The terms of each ASR agreement entered for the three months ended March 31, 2020 and 2019, structured as outlined above, are as follows: (in millions, except average price) ASR Agreement Initiation Date ASR Agreement Completion Date Initial Shares Delivered Additional Shares Delivered Total Number of Shares Average Price Paid Per Share Total Cash Utilized February 11, 2020 1 1.3 0.2 1.5 $ — $ 500 February 11, 2020 2 1.4 — 1.4 $ — $ 500 February 11, 2019 3 July 31, 2019 2.2 0.1 2.3 $ 214.65 $ 500 1 The ASR agreement was structured as a capped ASR agreement in which we paid $500 million and received an initial delivery of 1.3 million shares and an additional amount of 0.2 million during the month of February, representing a minimum number of shares of our common stock to be repurchased based on a calculation using a specified capped price per share. 2 The ASR agreement was structured as an uncapped ASR agreement in which we paid $500 million and received an initial delivery of 1.4 million shares, representing 85% of the $500 million at a price equal to the then market price of the Company. 3 The ASR agreement was structured as an uncapped ASR agreement in which we paid $500 million and received an initial delivery of 2.2 million shares, representing 85% of the $500 million at a price equal to the then market price of the Company. We completed the ASR agreement on July 31, 2019 and received an additional 0.1 million shares. Additionally, we purchased shares of our common stock in the open market for the three months ended March 31 as follows: (in millions, except average price) Total number of shares purchased Average price paid per share Total cash utilized March 31, 2020 0.5 $ 291.99 150 March 31, 2019 0.8 $ 184.51 144 |
Schedule of Redeemable Noncontrolling Interest | Changes to redeemable noncontrolling interest during the three months ended March 31, 2020 were as follows: (in millions) Balance as of December 31, 2019 $ 2,268 Net income attributable to noncontrolling interest 49 Distributions payable to noncontrolling interest (38) Redemption value adjustment (11) Balance as of March 31, 2020 $ 2,268 |
Schedule of Changes in the Components of 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, 2020: (in millions) Foreign Currency Translation Adjustments Pension and Postretirement Benefit Plans Unrealized Gain (Loss) on Foreign Forward Exchange Contracts Accumulated Other Comprehensive Loss Balance as of December 31, 2019 $ (321) $ (305) $ 2 $ (624) Other comprehensive (loss) income before reclassifications (31) 1 — (8) (39) Reclassifications from accumulated other comprehensive income (loss) to net earnings — 2 2 1 3 3 Net other comprehensive (loss) income (31) 2 (7) (36) Balance as of March 31, 2020 $ (352) $ (303) $ (5) $ (660) 1 Includes an unrealized gain related to the cross currency swap entered into in December 2019. 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 $1 million for the three months ended March 31, 2020. 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. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation for Basic and Diluted Earnings Per Share | The calculation of basic and diluted EPS for the three months ended March 31 is as follows: (in millions, except per share amounts) 2020 2019 Amounts attributable to S&P Global Inc. common shareholders: Net income $ 639 $ 410 Basic weighted-average number of common shares outstanding 242.1 246.7 Effect of stock options and other dilutive securities 1.2 1.6 Diluted weighted-average number of common shares outstanding 243.3 248.3 Earnings per share attributable to S&P Global Inc. common shareholders: Net income: Basic $ 2.64 $ 1.66 Diluted $ 2.62 $ 1.65 |
Restructuring (Tables)
Restructuring (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Initial Restructuring Charge Recorded and the Ending Reserve Balance | The initial restructuring charge recorded and the ending reserve balance as of March 31, 2020 by segment is as follows: 2020 Restructuring Plan 2019 Restructuring Plan (in millions) Initial Charge Recorded Ending Reserve Balance Initial Charge Recorded Ending Reserve Balance Ratings $ — $ — $ 11 $ 4 Market Intelligence 2 1 6 4 Platts — — 1 — Corporate 7 6 7 3 Total $ 9 $ 7 $ 25 $ 11 |
Segment and Related Informati_2
Segment and Related Information (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Operating Results by Segment | A summary of operating results for the three months ended March 31 is as follows: Revenue (in millions) 2020 2019 Ratings $ 825 $ 696 Market Intelligence 519 482 Platts 215 207 Indices 259 217 Intersegment elimination 1 (32) (31) Total revenue $ 1,786 $ 1,571 Operating Profit (in millions) 2020 2019 Ratings 2 $ 520 $ 368 Market Intelligence 3 147 134 Platts 4 112 99 Indices 5 182 150 Total reportable segments 961 751 Corporate Unallocated Expense 6 (49) (46) Total operating profit $ 912 $ 705 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 2019 includes amortization of intangibles from acquisitions of $1 million. 3 Operating profit for 2020 includes a gain on disposition of $7 million and employee severance charges of $2 million. Additionally, operating profit for 2020 and 2019 includes amortization of intangibles from acquisitions of $19 million and $18 million, respectively. 4 Operating profit for 2020 and 2019 includes amortization of intangibles from acquisitions of $2 million and $3 million, respectively. 5 Operating profit for both 2020 and 2019 include amortization of intangibles from acquisitions of $1 million. |
Schedule of Revenue Disaggregated by Type | The following table presents our revenue disaggregated by revenue type for the three months ended March 31: (in millions) Ratings Market Intelligence Platts Indices Intersegment Elimination 1 Total 2020 Subscription $ — $ 505 $ 197 $ 46 $ — $ 748 Non-subscription / Transaction 432 13 1 — — 446 Non-transaction 393 — — — (32) 361 Asset-linked fees — 1 — 159 — 160 Sales usage-based royalties — — 17 54 — 71 Total revenue $ 825 $ 519 $ 215 $ 259 $ (32) $ 1,786 Timing of revenue recognition Services transferred at a point in time $ 432 $ 13 $ 1 $ — $ — $ 446 Services transferred over time 393 506 214 259 (32) 1,340 Total revenue $ 825 $ 519 $ 215 $ 259 $ (32) $ 1,786 (in millions) Ratings Market Intelligence Platts Indices Intersegment Elimination 1 Total 2019 2 Subscription $ — $ 467 $ 191 $ 40 $ — $ 698 Non-subscription / Transaction 324 10 2 — — 336 Non-transaction 372 — — — (31) 341 Asset-linked fees — 5 — 143 — 148 Sales usage-based royalties — — 14 34 — 48 Total revenue $ 696 $ 482 $ 207 $ 217 $ (31) $ 1,571 Timing of revenue recognition Services transferred at a point in time $ 324 $ 10 $ 2 $ — $ — $ 336 Services transferred over time 372 472 205 217 (31) 1,235 Total revenue $ 696 $ 482 $ 207 $ 217 $ (31) $ 1,571 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. 2 In the third quarter of 2019, we reevaluated our transaction and non-transaction presentation which resulted in a reclassification from transaction revenue to non-transaction revenue of $7 million for the first quarter of 2019. |
Schedule of Revenue by Geographic Region | The following provides revenue by geographic region for the three months ended March 31: (in millions) 2020 2019 U.S. $ 1,108 $ 943 European region 405 373 Asia 184 169 Rest of the world 89 86 Total $ 1,786 $ 1,571 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Location and Amounts of Leases | The following table provides information on the location and amounts of our leases on our consolidated balance sheets as of March 31, 2020 and December 31, 2019: (in millions) March 31, December 31, Balance Sheet Location 2020 2019 Assets Right of use assets Lease right-of-use assets $ 652 $ 676 Liabilities Other current liabilities Current lease liabilities 104 112 Lease liabilities — non-current Noncurrent lease liabilities 603 620 |
Schedule of Components of Lease Expense and Supplemental Cash Flow Information | The components of lease expense for the three months ended March 31 are as follows: (in millions) 2020 2019 Operating lease cost $ 36 $ 37 Sublease income (4) (4) Total lease cost $ 32 $ 33 Supplemental information related to leases for the three months ended March 31 are as follows: (in millions) 2020 2019 Cash paid for amounts included in the measurement for operating lease liabilities Operating cash flows from operating leases $ 39 $ 35 Right-of-use assets obtained in exchange for lease obligations Operating leases 6 715 |
Schedule of Lease Term and Discount Rate | Weighted-average remaining lease term and discount rate for our operating leases are as follows: March 31, December 31, 2020 2019 Weighted-average remaining lease term (years) 8.9 9.0 Weighted-average discount rate 3.85 % 3.93 % |
Schedule of Maturities of Operating Lease Liabilities | Maturities of lease liabilities for our operating leases are as follows: (in millions) 2020 (Excluding the three months ended March 31, 2020) $ 100 2021 120 2022 105 2023 87 2024 66 2025 and beyond 357 Total undiscounted lease payments $ 835 Less: Imputed interest 128 Present value of lease liabilities $ 707 |
Condensed Consolidating Finan_2
Condensed Consolidating Financial Statements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of Statement of Income | Statement of Income Three Months Ended March 31, 2020 (Unaudited) (in millions) S&P Global Inc. Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations S&P Global Inc. Consolidated Revenue $ 212 $ 525 $ 1,088 $ (39) $ 1,786 Expenses: Operating-related expenses 31 117 412 (39) 521 Selling and general expenses 74 27 210 — 311 Depreciation 11 2 7 — 20 Amortization of intangibles — — 29 — 29 Total expenses 116 146 658 (39) 881 Gain on dispositions — — (7) — (7) Operating profit 96 379 437 — 912 Other (income) expense, net (5) — 6 — 1 Interest expense (income), net 37 — (3) — 34 Non-operating intercompany transactions 103 (13) (564) 474 — Income before taxes on income (39) 392 998 (474) 877 Provision for taxes on income 16 91 81 — 188 Equity in net income of subsidiaries 1,168 — — (1,168) — Net income $ 1,113 $ 301 $ 917 $ (1,642) $ 689 Less: net income attributable to noncontrolling interests — — — (50) (50) Net income attributable to S&P Global Inc. $ 1,113 $ 301 $ 917 $ (1,692) $ 639 Comprehensive income $ 1,146 $ 301 $ 847 $ (1,641) $ 653 Statement of Income Three Months Ended March 31, 2019 (Unaudited) (in millions) S&P Global Inc. Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations S&P Global Inc. Consolidated Revenue $ 202 $ 436 $ 971 $ (38) $ 1,571 Expenses: Operating-related expenses 67 117 327 (38) 473 Selling and general expenses (4) 81 264 — 341 Depreciation 11 2 7 — 20 Amortization of intangibles — — 32 — 32 Total expenses 74 200 630 (38) 866 Operating profit 128 236 341 — 705 Other expense (income), net 107 — (4) — 103 Interest expense (income), net 38 — (2) — 36 Non-operating intercompany transactions 96 (16) (103) 23 — Income before taxes on income (113) 252 450 (23) 566 (Benefit) provision for taxes on income (40) 70 83 — 113 Equity in net income of subsidiaries 506 — — (506) — Net income $ 433 $ 182 $ 367 $ (529) $ 453 Less: net income attributable to noncontrolling interests — — — (43) (43) Net income attributable to S&P Global Inc. $ 433 $ 182 $ 367 $ (572) $ 410 Comprehensive income $ 515 $ 182 $ 395 $ (530) $ 562 |
Schedule of Balance Sheet | Balance Sheet March 31, 2020 (Unaudited) (in millions) S&P Global Inc. Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations S&P Global Inc. Consolidated ASSETS Current assets: Cash and cash equivalents $ 659 $ — $ 1,273 $ — $ 1,932 Restricted cash — — 20 — 20 Accounts receivable, net of allowance for doubtful accounts 235 232 1,037 — 1,504 Intercompany receivable 716 2,831 4,304 (7,851) — Prepaid and other current assets 84 3 152 — 239 Total current assets 1,694 3,066 6,786 (7,851) 3,695 Property and equipment, net of accumulated depreciation 197 — 112 — 309 Right of use assets 388 2 262 — 652 Goodwill 283 — 3,413 7 3,703 Other intangible assets, net — — 1,439 — 1,439 Investments in subsidiaries 11,985 5 8,075 (20,065) — Intercompany loans receivable 17 — 1,511 (1,528) — Other non-current assets 305 35 326 (1) 665 Total assets $ 14,869 $ 3,108 $ 21,924 $ (29,438) $ 10,463 LIABILITIES AND (DEFICIT) EQUITY Current liabilities: Accounts payable $ 86 $ 10 $ 107 $ — $ 203 Intercompany payable 6,484 92 1,275 (7,851) — Accrued compensation and contributions to retirement plans 102 10 110 — 222 Income taxes currently payable 99 — 61 — 160 Unearned revenue 314 250 1,333 — 1,897 Other current liabilities 214 14 273 — 501 Total current liabilities 7,299 376 3,159 (7,851) 2,983 Long-term debt 3,949 — — — 3,949 Lease liabilities — non-current 373 1 229 — 603 Intercompany loans payable — — 1,528 (1,528) — Pension and other postretirement benefits 176 — 82 — 258 Other non-current liabilities 154 74 368 — 596 Total liabilities 11,951 451 5,366 (9,379) 8,389 Redeemable noncontrolling interest — — — 2,268 2,268 Equity: Common stock 294 — 2,375 (2,375) 294 Additional paid-in capital (46) 633 9,374 (9,207) 754 Retained income 16,139 2,024 5,377 (10,849) 12,691 Accumulated other comprehensive loss (142) — (567) 49 (660) Less: common stock in treasury (13,327) — (2) — (13,329) Total (deficit) equity - controlling interests 2,918 2,657 16,557 (22,382) (250) Total equity - noncontrolling interests — — 1 55 56 Total (deficit) equity 2,918 2,657 16,558 (22,327) (194) Total liabilities and (deficit) equity $ 14,869 $ 3,108 $ 21,924 $ (29,438) $ 10,463 Balance Sheet December 31, 2019 (in millions) S&P Global Inc. Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations S&P Global Inc. Consolidated ASSETS Current assets: Cash and cash equivalents $ 1,130 $ — $ 1,736 $ — $ 2,866 Restricted cash — — 20 — 20 Accounts receivable, net of allowance for doubtful accounts 229 148 1,200 — 1,577 Intercompany receivable 675 2,855 3,983 (7,513) — Prepaid and other current assets 102 2 145 — 249 Total current assets 2,136 3,005 7,084 (7,513) 4,712 Property and equipment, net of accumulated depreciation 204 — 116 — 320 Right of use assets 402 1 273 — 676 Goodwill 283 — 3,283 9 3,575 Other intangible assets, net — — 1,424 — 1,424 Investments in subsidiaries 12,134 6 8,088 (20,228) — Intercompany loans receivable 17 — 1,229 (1,246) — Other non-current assets 281 37 324 (1) 641 Total assets $ 15,457 $ 3,049 $ 21,821 $ (28,979) $ 11,348 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 80 $ 11 $ 99 $ — $ 190 Intercompany payable 6,288 27 1,198 (7,513) — Accrued compensation and contributions to retirement plans 148 61 237 — 446 Income taxes currently payable 7 — 61 — 68 Unearned revenue 297 243 1,388 — 1,928 Other current liabilities 187 18 256 — 461 Total current liabilities 7,007 360 3,239 (7,513) 3,093 Long-term debt 3,948 — — — 3,948 Lease liabilities — non-current 383 1 236 — 620 Intercompany loans payable — — 1,246 (1,246) — Pension and other postretirement benefits 178 — 81 — 259 Other non-current liabilities 171 81 373 (1) 624 Total liabilities 11,687 442 5,175 (8,760) 8,544 Redeemable noncontrolling interest — — — 2,268 2,268 Equity: Common stock 294 — 2,377 (2,377) 294 Additional paid-in capital 112 632 9,362 (9,203) 903 Retained income 15,836 1,975 5,404 (11,010) 12,205 Accumulated other comprehensive loss (175) — (497) 48 (624) Less: common stock in treasury (12,297) — (2) — (12,299) Total equity - controlling interests 3,770 2,607 16,644 (22,542) 479 Total equity - noncontrolling interests — — 2 55 57 Total equity 3,770 2,607 16,646 (22,487) 536 Total liabilities and equity $ 15,457 $ 3,049 $ 21,821 $ (28,979) $ 11,348 |
Schedule of Statement of Cash Flows | Statement of Cash Flows Three Months Ended March 31, 2020 (Unaudited) (in millions) S&P Global Inc. Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations S&P Global Inc. Consolidated Operating Activities: Net income $ 1,113 $ 301 $ 917 $ (1,642) $ 689 Adjustments to reconcile net income to cash provided by operating activities: Depreciation 11 2 7 — 20 Amortization of intangibles — — 29 — 29 Provision for losses on accounts receivable 2 3 5 — 10 Deferred income taxes (5) — (1) — (6) Stock-based compensation 4 2 5 — 11 Gain on disposition — — (7) — (7) Other 30 — (1) — 29 Changes in operating assets and liabilities, net of effect of acquisitions: Accounts receivable (8) (82) 166 — 76 Prepaid and other current assets (54) 33 (31) — (52) Accounts payable and accrued expenses (42) (64) (145) — (251) Unearned revenue 18 7 (37) — (12) Other current liabilities 4 21 24 — 49 Net change in prepaid/accrued income taxes 163 (40) 2 — 125 Net change in other assets and liabilities 13 (21) (22) — (30) Cash provided by operating activities 1,249 162 911 (1,642) 680 Investing Activities: Capital expenditures (3) (1) (7) — (11) Acquisitions, net of cash acquired — — (183) — (183) Changes in short-term investments — — 11 — 11 Cash used for investing activities (3) (1) (179) — (183) Financing Activities: Dividends paid to shareholders (161) — — — (161) Distributions to noncontrolling interest holders, net — — (51) — (51) Repurchase of treasury shares (1,153) — — — (1,153) Exercise of stock options 5 — 3 — 8 Employee withholding tax on share-based payments (44) — — — (44) Intercompany financing activities (359) (161) (1,122) 1,642 — Cash used for financing activities (1,712) (161) (1,170) 1,642 (1,401) Effect of exchange rate changes on cash (5) — (25) — (30) Net change in cash, cash equivalents, and restricted cash (471) — (463) — (934) Cash, cash equivalents, and restricted cash at beginning of period 1,130 — 1,756 — 2,886 Cash, cash equivalents, and restricted cash at end of period $ 659 $ — $ 1,293 $ — $ 1,952 Statement of Cash Flows Three Months Ended March 31, 2019 (Unaudited) (in millions) S&P Global Inc. Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations S&P Global Inc. Consolidated Operating Activities: Net income $ 433 $ 182 $ 367 $ (529) $ 453 Adjustments to reconcile net income to cash provided by operating activities: Depreciation 11 2 7 — 20 Amortization of intangibles — — 32 — 32 Provision for losses on accounts receivable 2 2 3 — 7 Deferred income taxes 21 — 7 28 Stock-based compensation 2 1 9 — 12 Pension settlement charge, net of taxes 85 — — — 85 Other — — 8 — 8 Changes in operating assets and liabilities, net of effect of acquisitions: Accounts receivable (80) (101) 94 — (87) Prepaid and other current assets (9) (2) (23) — (34) Accounts payable and accrued expenses (45) (18) (98) — (161) Unearned revenue 9 23 (35) — (3) Accrued legal settlements — (1) — — (1) Other current liabilities (54) (1) (4) — (59) Net change in prepaid/accrued income taxes 51 — 6 — 57 Net change in other assets and liabilities (19) (5) (40) — (64) Cash provided by operating activities 407 82 333 (529) 293 Investing Activities: Capital expenditures (8) (4) (8) — (20) Acquisitions, net of cash acquired — — (1) — (1) Cash used for investing activities (8) (4) (9) — (21) Financing Activities: Dividends paid to shareholders (141) — — — (141) Distributions to noncontrolling interest holders, net — — (18) — (18) Repurchase of treasury shares (644) — — — (644) Exercise of stock options 23 — — — 23 Employee withholding tax on share-based payments (49) — — — (49) Intercompany financing activities (130) (78) (321) 529 — Cash used for financing activities (941) (78) (339) 529 (829) Effect of exchange rate changes on cash (6) — 41 — 35 Net change in cash, cash equivalents, and restricted cash (548) — 26 — (522) Cash, cash equivalents, and restricted cash at beginning of period 694 — 1,264 — 1,958 Cash, cash equivalents, and restricted cash at end of period $ 146 $ — $ 1,290 $ — $ 1,436 |
Nature of Operations and Basi_4
Nature of Operations and Basis of Presentation - Narrative (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2020USD ($)Segment | Dec. 31, 2019USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of reportable segments | Segment | 4 | |
Restricted cash | $ 10 | $ 15 |
Contract asset | 38 | 28 |
Unearned revenue | 812 | |
Revenue expected to be recognized as of period end | 2,000 | |
Capitalized contract costs | $ 112 | $ 115 |
Amortization period of capitalized contract cost | 5 years |
Nature of Operations and Basi_5
Nature of Operations and Basis of Presentation - Components of Other (Income) Expense, Net (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Other expense, net | $ 1 | $ 103 |
Non-cash pre-tax settlement charge | 113 | |
Accounting Standards Update 2017-07 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Other components of net periodic benefit cost | (9) | 103 |
Net loss from investments | 10 | 0 |
Other expense, net | $ 1 | $ 103 |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Business Combinations [Abstract] | ||
Gain on disposition | $ 7 | $ 0 |
Gain on disposition after tax | $ 7 |
Acquisitions and Divestitures_2
Acquisitions and Divestitures - Operating Profit of Business Held-for-Sale (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Gain on disposition | $ 7 | $ 0 |
Disposal Group, Held-for-sale, Not Discontinued Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Operating profit | 0 | $ 3 |
Gain on disposition | $ 7 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Effective income tax rate (as a percent) | 21.50% | 19.90% | |
Unrecognized tax benefits | $ 126 | $ 124 | |
Accrued interest and penalties associated with unrecognized tax benefits | 21 | $ 20 | |
Reduction of unrecognized tax benefits is reasonably possible | $ 22 |
Debt - Summary (Details)
Debt - Summary (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 | Nov. 26, 2019 | May 17, 2018 | Sep. 22, 2016 | May 26, 2015 |
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 3,949 | $ 3,948 | ||||
Senior Notes | 4.0% Senior Notes due 2025 | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 694 | 694 | ||||
Stated interest rate (as a percent) | 4.00% | 4.00% | ||||
Unamortized debt discount and issuance costs | $ 6 | |||||
Senior Notes | 4.4% Senior Notes, due 2026 | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 894 | 893 | ||||
Stated interest rate (as a percent) | 4.40% | |||||
Unamortized debt discount and issuance costs | $ 6 | |||||
Senior Notes | 2.95% Senior Notes due 2027 | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 493 | 493 | ||||
Stated interest rate (as a percent) | 2.95% | 2.95% | ||||
Unamortized debt discount and issuance costs | $ 7 | |||||
Senior Notes | 2.5% Senior Notes due 2029 | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 495 | 495 | ||||
Stated interest rate (as a percent) | 2.50% | 2.50% | ||||
Unamortized debt discount and issuance costs | $ 5 | |||||
Senior Notes | 6.55% Senior Notes due 2037 | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 294 | 294 | ||||
Stated interest rate (as a percent) | 6.55% | |||||
Unamortized debt discount and issuance costs | $ 3 | |||||
Senior Notes | 4.5% Senior Notes due 2048 | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 490 | 490 | ||||
Stated interest rate (as a percent) | 4.50% | 4.50% | ||||
Unamortized debt discount and issuance costs | $ 10 | |||||
Senior Notes | 3.25% Senior Notes due 2049 | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 589 | $ 589 | ||||
Stated interest rate (as a percent) | 3.25% | 3.25% | ||||
Unamortized debt discount and issuance costs | $ 11 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | Jun. 30, 2017 | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||
Long-term debt, fair value | $ 4,500,000,000 | $ 4,500,000,000 | |
Five-Year Credit Agreement | Maximum | |||
Debt Instrument [Line Items] | |||
Indebtedness to cash flow (not greater than) | 4 | ||
Five-Year Credit Agreement | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 1,200,000,000 | ||
Credit facility, term (in years) | 5 years | ||
Commitment fee | 0.10% | ||
Five-Year Credit Agreement | Revolving Credit Facility | Minimum | |||
Debt Instrument [Line Items] | |||
Commitment fee | 0.08% | ||
Five-Year Credit Agreement | Revolving Credit Facility | Maximum | |||
Debt Instrument [Line Items] | |||
Commitment fee | 0.175% | ||
Five-Year Credit Agreement | Commercial paper | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 1,200,000,000 | ||
Short-term debt | $ 0 | $ 0 |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Derivative [Line Items] | |||
Net interest income (expense) | $ (34) | $ (36) | |
Designated as Hedging Instrument | Foreign exchange forward contracts | |||
Derivative [Line Items] | |||
Net gains (losses) related to cash flow hedges expected to be reclassified into earnings in the next twelve months | (5) | ||
Fair Value Hedging | Not Designated as Hedging Instrument | Foreign exchange forward contracts | |||
Derivative [Line Items] | |||
Aggregate notional value | 145 | $ 116 | |
Net gain (loss) on derivative | (11) | $ 2 | |
Cash Flow Hedging | Designated as Hedging Instrument | Foreign exchange forward contracts | |||
Derivative [Line Items] | |||
Aggregate notional value | $ 268 | $ 249 | |
Maturity of derivatives | 12 months | ||
Net Investment Hedging | Cross currency swap | |||
Derivative [Line Items] | |||
Net interest income (expense) | $ 3 | ||
Net Investment Hedging | Designated as Hedging Instrument | Cross currency swap | |||
Derivative [Line Items] | |||
Aggregate notional value | 400 | ||
Other current liabilities | Fair Value Hedging | Not Designated as Hedging Instrument | Foreign exchange forward contracts | |||
Derivative [Line Items] | |||
Aggregate notional value | $ 7 |
Derivative Instruments - Locati
Derivative Instruments - Location and Fair Values of Cash Flow Hedges (Details) - Designated as Hedging Instrument - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Cash Flow Hedging | Foreign exchange forward contracts | Prepaid and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative, fair value | $ 0 | $ 1 |
Cash Flow Hedging | Foreign exchange forward contracts | Other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative, fair value | 8 | 0 |
Net Investment Hedging | Cross currency swap | Other non-current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative, fair value | 22 | 0 |
Net Investment Hedging | Cross currency swap | Other non-current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative, fair value | $ 0 | $ 10 |
Derivative Instruments - Loca_2
Derivative Instruments - Location and Amounts of Pre-Tax Gains (Losses) on Cash Flow Hedges (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain (Loss) recognized in Accumulated Other Comprehensive Loss (effective portion) | $ (7) | $ 4 |
Foreign exchange forward contracts | Revenue, Selling and general expenses | Designated as Hedging Instrument | Cash Flow Hedging | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain (Loss) recognized in Accumulated Other Comprehensive Loss (effective portion) | (7) | 4 |
Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into Income (effective portion) | (2) | 2 |
Cross currency swap | Revenue, Selling and general expenses | Designated as Hedging Instrument | Net Investment Hedging | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain (Loss) recognized in Accumulated Other Comprehensive Loss (effective portion) | 32 | 0 |
Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into Income (effective portion) | $ 0 | $ 0 |
Derivative Instruments - Change
Derivative Instruments - Change in Unrealized Gains (Losses) in AOCI (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Balance at beginning of period | $ 536 | $ 684 |
Balance at end of period | (194) | 388 |
Cash Flow Hedging | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Balance at beginning of period | 2 | 3 |
Change in fair value, net of tax | (9) | 6 |
Reclassification into earnings, net of tax | 2 | (2) |
Balance at end of period | (5) | 7 |
Net Investment Hedging | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Balance at beginning of period | (8) | 0 |
Change in fair value, net of tax | 24 | 0 |
Reclassification into earnings, net of tax | 0 | 0 |
Balance at end of period | $ 16 | $ 0 |
Employee Benefits - Narrative (
Employee Benefits - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Retirement Benefits [Abstract] | |
Contribution towards retirement plans | $ 3 |
Expected contributions towards retirement plans, remainder of the year | $ 8 |
Employee Benefits - Components
Employee Benefits - Components of Net Periodic Benefit Cost (Credit) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Retirement Benefits [Abstract] | ||
Service cost | $ 1 | $ 1 |
Interest cost | 13 | 19 |
Expected return on assets | (26) | (31) |
Amortization of prior service credit / actuarial loss | 4 | 2 |
Net periodic benefit cost | (8) | (9) |
Settlement charge | 0 | 113 |
Net benefit cost | $ (8) | $ 104 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - Restricted stock and unit awards - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 11 | $ 12 |
Unrecognized compensation expense | $ 72 | |
Unrecognized compensation expense, period for recognition | 1 year 9 months 18 days |
Equity - Narrative (Details)
Equity - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | |||||
Mar. 31, 2020 | Jan. 31, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Jan. 29, 2020 | Dec. 04, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock repurchased during period (shares) | 400,000 | 3,400,000 | 3,000,000 | 3,400,000 | |||
Payments for repurchase of stock | $ 1,153 | $ 644 | |||||
Minimum interest in joint venture (as a percent) | 20.00% | ||||||
Agreement terms, change of control, put option for minority interest ownership, effective period | 15 days | ||||||
2020 Repurchase Program | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Authorized for repurchase (shares) | 30,000,000 | ||||||
Shares authorized for repurchase, compared to total common stock outstanding (as a percent) | 12.00% | ||||||
Remaining shares available under repurchase program (shares) | 30,000,000 | ||||||
Payments for repurchase of stock | $ 1,150 | ||||||
2013 Repurchase Program | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Authorized for repurchase (shares) | 50,000,000 | ||||||
Shares authorized for repurchase, compared to total common stock outstanding (as a percent) | 18.00% | ||||||
Remaining shares available under repurchase program (shares) | 1,300,000 | ||||||
CME Group | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Noncontrolling interest ownership by noncontrolling owners (as a percent) | 27.00% | 27.00% |
Equity - Share Repurchases (Det
Equity - Share Repurchases (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | Jul. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total cash utilized | $ 1,153 | $ 644 | ||
Total cash utilized | $ 1,153 | $ 644 | ||
2020 Repurchase Program | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total number of shares purchased (shares) | 0.5 | |||
Average price paid per share (USD per share) | $ 291.99 | |||
Total cash utilized | $ 1,150 | |||
Total cash utilized | $ 150 | |||
2013 Repurchase Program | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total number of shares purchased (shares) | 0.8 | |||
Average price paid per share (USD per share) | $ 184.51 | |||
Total cash utilized | $ 144 | |||
Accelerated Share Repurchases, February 2020 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Average price paid per share (USD per share) | $ 0 | |||
Accelerated Share Repurchases, February 2020 | Initial Award | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total number of shares purchased (shares) | 1.3 | |||
Accelerated Share Repurchases, February 2020 | Additional Award | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total number of shares purchased (shares) | 0.2 | |||
Accelerated Share Repurchases, February 2020 | Completed Award | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total number of shares purchased (shares) | 1.5 | |||
Total cash utilized | $ 500 | |||
Accelerated Share Repurchases, February 2020 #2 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Average price paid per share (USD per share) | $ 0 | |||
Accelerated share repurchases initial delivery percentage (as a percent) | 85.00% | |||
Accelerated Share Repurchases, February 2020 #2 | Initial Award | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total number of shares purchased (shares) | 1.4 | |||
Accelerated Share Repurchases, February 2020 #2 | Additional Award | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total number of shares purchased (shares) | 0 | |||
Accelerated Share Repurchases, February 2020 #2 | Completed Award | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total number of shares purchased (shares) | 1.4 | |||
Total cash utilized | $ 500 | |||
Accelerated Share Repurchases, February 2019 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Average price paid per share (USD per share) | $ 214.65 | |||
Accelerated share repurchases initial delivery percentage (as a percent) | 85.00% | |||
Accelerated Share Repurchases, February 2019 | Initial Award | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total number of shares purchased (shares) | 0.1 | 2.2 | ||
Accelerated Share Repurchases, February 2019 | Additional Award | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total number of shares purchased (shares) | 0.1 | |||
Accelerated Share Repurchases, February 2019 | Completed Award | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total number of shares purchased (shares) | 2.3 | |||
Total cash utilized | $ 500 |
Equity - Changes to Redeemable
Equity - Changes to Redeemable Noncontrolling Interest (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Balance at beginning of period | $ 2,268 | |
Net income attributable to noncontrolling interest | 49 | $ 40 |
Distributions payable to noncontrolling interest | (38) | |
Redemption value adjustment | (11) | |
Balance at end of period | $ 2,268 |
Equity - Accumulated Other Comp
Equity - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | $ 536 | $ 684 |
Balance at end of period | (194) | 388 |
Pension and other postretirement benefit plans, tax (less than) | 1 | 28 |
Accumulated Other Comprehensive Loss | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | (624) | (742) |
Other comprehensive (loss) income before reclassifications | (39) | |
Reclassifications from accumulated other comprehensive income (loss) to net earnings | 3 | |
Net other comprehensive (loss) income | (36) | |
Balance at end of period | (660) | $ (633) |
Foreign Currency Translation Adjustments | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | (321) | |
Other comprehensive (loss) income before reclassifications | (31) | |
Reclassifications from accumulated other comprehensive income (loss) to net earnings | 0 | |
Net other comprehensive (loss) income | (31) | |
Balance at end of period | (352) | |
Pension and Postretirement Benefit Plans | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | (305) | |
Other comprehensive (loss) income before reclassifications | 0 | |
Reclassifications from accumulated other comprehensive income (loss) to net earnings | 2 | |
Net other comprehensive (loss) income | 2 | |
Balance at end of period | (303) | |
Pension and other postretirement benefit plans, tax (less than) | 1 | |
Unrealized Gain (Loss) on Foreign Forward Exchange Contracts | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | 2 | |
Other comprehensive (loss) income before reclassifications | (8) | |
Reclassifications from accumulated other comprehensive income (loss) to net earnings | 1 | |
Net other comprehensive (loss) income | (7) | |
Balance at end of period | $ (5) |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Employee stock option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Outstanding stock not included in the computation of diluted earnings per share (shares) | 0 | 0 |
Restricted performance shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Outstanding stock not included in the computation of diluted earnings per share (shares) | 400,000 | 400,000 |
Earnings Per Share - Summary (D
Earnings Per Share - Summary (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Amounts attributable to S&P Global Inc. common shareholders: | ||
Net income | $ 639 | $ 410 |
Basic weighted-average number of common shares outstanding (shares) | 242.1 | 246.7 |
Effect of stock options and other dilutive securities (shares) | 1.2 | 1.6 |
Diluted weighted-average number of common shares outstanding (shares) | 243.3 | 248.3 |
Earnings per share attributable to S&P Global Inc. common shareholders: | ||
Basic (USD per share) | $ 2.64 | $ 1.66 |
Diluted (USD per share) | $ 2.62 | $ 1.65 |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2020USD ($)position | Dec. 31, 2019USD ($) | |
2020 Restructuring Plan | ||
Restructuring Cost and Reserve [Line Items] | ||
Workforce reduction | position | 70 | |
Restructuring charges paid | $ 9 | |
Increase (decrease) in restructuring reserve | (2) | |
Restructuring reserve balance | $ 7 | |
2019 Restructuring Plan | ||
Restructuring Cost and Reserve [Line Items] | ||
Workforce reduction | position | 300 | |
Restructuring charges paid | $ 7 | |
Restructuring reserve balance | $ 11 | $ 18 |
Restructuring - Summary (Detail
Restructuring - Summary (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
2020 Restructuring Plan | ||
Restructuring Cost and Reserve [Line Items] | ||
Initial Charge Recorded | $ 9 | |
Ending Reserve Balance | 7 | |
2019 Restructuring Plan | ||
Restructuring Cost and Reserve [Line Items] | ||
Initial Charge Recorded | 25 | |
Ending Reserve Balance | 11 | $ 18 |
Operating Segments | Market Intelligence | ||
Restructuring Cost and Reserve [Line Items] | ||
Initial Charge Recorded | 2 | |
Operating Segments | 2020 Restructuring Plan | Ratings | ||
Restructuring Cost and Reserve [Line Items] | ||
Initial Charge Recorded | 0 | |
Ending Reserve Balance | 0 | |
Operating Segments | 2020 Restructuring Plan | Market Intelligence | ||
Restructuring Cost and Reserve [Line Items] | ||
Initial Charge Recorded | 2 | |
Ending Reserve Balance | 1 | |
Operating Segments | 2020 Restructuring Plan | Platts | ||
Restructuring Cost and Reserve [Line Items] | ||
Initial Charge Recorded | 0 | |
Ending Reserve Balance | 0 | |
Operating Segments | 2019 Restructuring Plan | Ratings | ||
Restructuring Cost and Reserve [Line Items] | ||
Initial Charge Recorded | 11 | |
Ending Reserve Balance | 4 | |
Operating Segments | 2019 Restructuring Plan | Market Intelligence | ||
Restructuring Cost and Reserve [Line Items] | ||
Initial Charge Recorded | 6 | |
Ending Reserve Balance | 4 | |
Operating Segments | 2019 Restructuring Plan | Platts | ||
Restructuring Cost and Reserve [Line Items] | ||
Initial Charge Recorded | 1 | |
Ending Reserve Balance | 0 | |
Corporate | ||
Restructuring Cost and Reserve [Line Items] | ||
Initial Charge Recorded | 7 | |
Corporate | 2020 Restructuring Plan | ||
Restructuring Cost and Reserve [Line Items] | ||
Initial Charge Recorded | 7 | |
Ending Reserve Balance | 6 | |
Corporate | 2019 Restructuring Plan | ||
Restructuring Cost and Reserve [Line Items] | ||
Initial Charge Recorded | 7 | |
Ending Reserve Balance | $ 3 |
Segment and Related Informati_3
Segment and Related Information - Narrative (Details) | 3 Months Ended |
Mar. 31, 2020Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 4 |
Segment and Related Informati_4
Segment and Related Information - Operating Results by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 1,786 | $ 1,571 |
Operating Profit | 912 | 705 |
Amortization of intangibles from acquisitions | 29 | 32 |
Gain on disposition | 7 | 0 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Operating Profit | 961 | 751 |
Operating Segments | Ratings | ||
Segment Reporting Information [Line Items] | ||
Revenue | 825 | 696 |
Operating Profit | 520 | 368 |
Amortization of intangibles from acquisitions | 1 | |
Operating Segments | Market Intelligence | ||
Segment Reporting Information [Line Items] | ||
Revenue | 519 | 482 |
Operating Profit | 147 | 134 |
Amortization of intangibles from acquisitions | 19 | 18 |
Gain on disposition | 7 | |
Employee severance charges | 2 | |
Operating Segments | Platts | ||
Segment Reporting Information [Line Items] | ||
Revenue | 215 | 207 |
Operating Profit | 112 | 99 |
Amortization of intangibles from acquisitions | 2 | 3 |
Operating Segments | Indices | ||
Segment Reporting Information [Line Items] | ||
Revenue | 259 | 217 |
Operating Profit | 182 | 150 |
Amortization of intangibles from acquisitions | 1 | 1 |
Intersegment Elimination | ||
Segment Reporting Information [Line Items] | ||
Revenue | (32) | (31) |
Corporate Unallocated | ||
Segment Reporting Information [Line Items] | ||
Operating Profit | (49) | (46) |
Amortization of intangibles from acquisitions | 7 | 8 |
Employee severance charges | 7 | |
Non-cash acquisition and disposition-related costs/adjustments | $ 5 | $ 7 |
Segment and Related Informati_5
Segment and Related Information - Revenue Disaggregated by Type (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 1,786 | $ 1,571 |
Reclassification from transaction revenue to non-transaction revenue | 7 | |
Services transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 446 | 336 |
Services transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,340 | 1,235 |
Subscription | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 748 | 698 |
Non-subscription / Transaction | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 446 | 336 |
Non-transaction | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 361 | 341 |
Asset-linked fees | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 160 | 148 |
Sales usage-based royalties | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 71 | 48 |
Operating Segments | Ratings | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 825 | 696 |
Operating Segments | Ratings | Services transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 432 | 324 |
Operating Segments | Ratings | Services transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 393 | 372 |
Operating Segments | Ratings | Subscription | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Operating Segments | Ratings | Non-subscription / Transaction | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 432 | 324 |
Operating Segments | Ratings | Non-transaction | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 393 | 372 |
Operating Segments | Ratings | Asset-linked fees | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Operating Segments | Ratings | Sales usage-based royalties | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Operating Segments | Market Intelligence | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 519 | 482 |
Operating Segments | Market Intelligence | Services transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 13 | 10 |
Operating Segments | Market Intelligence | Services transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 506 | 472 |
Operating Segments | Market Intelligence | Subscription | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 505 | 467 |
Operating Segments | Market Intelligence | Non-subscription / Transaction | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 13 | 10 |
Operating Segments | Market Intelligence | Non-transaction | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Operating Segments | Market Intelligence | Asset-linked fees | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1 | 5 |
Operating Segments | Market Intelligence | Sales usage-based royalties | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Operating Segments | Platts | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 215 | 207 |
Operating Segments | Platts | Services transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1 | 2 |
Operating Segments | Platts | Services transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 214 | 205 |
Operating Segments | Platts | Subscription | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 197 | 191 |
Operating Segments | Platts | Non-subscription / Transaction | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1 | 2 |
Operating Segments | Platts | Non-transaction | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Operating Segments | Platts | Asset-linked fees | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Operating Segments | Platts | Sales usage-based royalties | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 17 | 14 |
Operating Segments | Indices | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 259 | 217 |
Operating Segments | Indices | Services transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Operating Segments | Indices | Services transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 259 | 217 |
Operating Segments | Indices | Subscription | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 46 | 40 |
Operating Segments | Indices | Non-subscription / Transaction | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Operating Segments | Indices | Non-transaction | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Operating Segments | Indices | Asset-linked fees | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 159 | 143 |
Operating Segments | Indices | Sales usage-based royalties | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 54 | 34 |
Intersegment Elimination | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | (32) | (31) |
Intersegment Elimination | Services transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Intersegment Elimination | Services transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | (32) | (31) |
Intersegment Elimination | Subscription | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Intersegment Elimination | Non-subscription / Transaction | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Intersegment Elimination | Non-transaction | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | (32) | (31) |
Intersegment Elimination | Asset-linked fees | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Intersegment Elimination | Sales usage-based royalties | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 0 | $ 0 |
Segment and Related Informati_6
Segment and Related Information - Revenue by Geographic Region (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | $ 1,786 | $ 1,571 |
U.S. | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 1,108 | 943 |
European region | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 405 | 373 |
Asia | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 184 | 169 |
Rest of the world | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | $ 89 | $ 86 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Loss Contingencies [Line Items] | ||
Period of lease extension options | 12 years | |
Period of options to terminate lease | 1 year | |
Contribution to noncontrolling interest | $ 51 | $ 18 |
CME Group | S&P DJ Indices | ||
Loss Contingencies [Line Items] | ||
Revenues earned under license agreement | $ 47 | $ 29 |
Minimum | ||
Loss Contingencies [Line Items] | ||
Remaining lease terms | 1 year | |
Maximum | ||
Loss Contingencies [Line Items] | ||
Remaining lease terms | 14 years | |
CME Group | ||
Loss Contingencies [Line Items] | ||
Noncontrolling interest ownership by noncontrolling owners (as a percent) | 27.00% | |
CME Group | S&P DJ Indices | ||
Loss Contingencies [Line Items] | ||
Noncontrolling interest ownership by noncontrolling owners (as a percent) | 27.00% |
Commitments and Contingencies_2
Commitments and Contingencies - Location and Amounts of Leases (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Lease right-of-use assets | $ 652 | $ 676 |
Liabilities | ||
Current lease liabilities | 104 | 112 |
Noncurrent lease liabilities | $ 603 | $ 620 |
Commitments and Contingencies_3
Commitments and Contingencies - Components of Lease Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease cost | $ 36 | $ 37 |
Sublease income | (4) | (4) |
Total lease cost | $ 32 | $ 33 |
Commitments and Contingencies_4
Commitments and Contingencies - Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash paid for amounts included in the measurement for operating lease liabilities | ||
Operating cash flows from operating leases | $ 39 | $ 35 |
Right-of-use assets obtained in exchange for lease obligations | ||
Operating leases | $ 6 | $ 715 |
Commitments and Contingencies_5
Commitments and Contingencies - Lease Term and Discount Rate (Details) | Mar. 31, 2020 | Dec. 31, 2019 |
Commitments and Contingencies Disclosure [Abstract] | ||
Weighted-average remaining lease term (years) | 8 years 10 months 24 days | 9 years |
Weighted-average discount rate (as a percent) | 3.85% | 3.93% |
Commitments and Contingencies_6
Commitments and Contingencies - Maturities of Lease Liabilities (Details) $ in Millions | Mar. 31, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 (Excluding the three months ended March 31, 2020) | $ 100 |
2021 | 120 |
2022 | 105 |
2023 | 87 |
2024 | 66 |
2025 and beyond | 357 |
Total undiscounted lease payments | 835 |
Less: Imputed interest | 128 |
Present value of lease liabilities | $ 707 |
Condensed Consolidating Finan_3
Condensed Consolidating Financial Statements - Narrative (Details) - USD ($) | Mar. 31, 2020 | Nov. 26, 2019 | May 17, 2018 | Sep. 22, 2016 | Aug. 18, 2015 | May 26, 2015 |
Condensed Financial Statements, Captions [Line Items] | ||||||
Ownership interest of subsidiary (as a percent) | 100.00% | |||||
Senior Notes | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Debt issued | $ 2,000,000,000 | |||||
Senior Notes | 2.5% Senior Notes due 2029 | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Debt issued | $ 500,000,000 | |||||
Stated interest rate (as a percent) | 2.50% | 2.50% | ||||
Senior Notes | 3.25% Senior Notes due 2049 | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Debt issued | $ 600,000,000 | |||||
Stated interest rate (as a percent) | 3.25% | 3.25% | ||||
Senior Notes | 3.3% Senior Notes due 2020 | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Debt issued | $ 700,000,000 | |||||
Stated interest rate (as a percent) | 3.30% | |||||
Senior Notes | 6.55% Senior Notes due 2037 | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Debt issued | $ 400,000,000 | |||||
Stated interest rate (as a percent) | 6.55% | |||||
Senior Notes | 4.5% Senior Notes due 2048 | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Debt issued | $ 500,000,000 | |||||
Stated interest rate (as a percent) | 4.50% | 4.50% | ||||
Senior Notes | 2.95% Senior Notes due 2027 | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Debt issued | $ 500,000,000 | |||||
Stated interest rate (as a percent) | 2.95% | 2.95% | ||||
Senior Notes | 4.0% Senior Notes due 2025 | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Debt issued | $ 700,000,000 | |||||
Stated interest rate (as a percent) | 4.00% | 4.00% | ||||
Senior Notes | 2.5% Senior Notes due 2018 | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Debt issued | $ 400,000,000 | |||||
Stated interest rate (as a percent) | 2.50% | |||||
Senior Notes | 4.4% Senior Notes due 2026 | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Debt issued | $ 900,000,000 | |||||
Stated interest rate (as a percent) | 4.40% |
Condensed Consolidating Finan_4
Condensed Consolidating Financial Statements - Statement of Income (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Condensed Income Statements, Captions [Line Items] | ||
Revenue | $ 1,786 | $ 1,571 |
Expenses: | ||
Operating-related expenses | 521 | 473 |
Selling and general expenses | 311 | 341 |
Depreciation | 20 | 20 |
Amortization of intangibles | 29 | 32 |
Total expenses | 881 | 866 |
Gain on disposition | (7) | 0 |
Operating profit | 912 | 705 |
Other expense, net | 1 | 103 |
Interest expense, net | 34 | 36 |
Non-operating intercompany transactions | 0 | 0 |
Income before taxes on income | 877 | 566 |
Provision for taxes on income | 188 | 113 |
Equity in net income of subsidiaries | 0 | 0 |
Net income | 689 | 453 |
Less: net income attributable to noncontrolling interests | (50) | (43) |
Net income attributable to S&P Global Inc. | 639 | 410 |
Comprehensive income | 653 | 562 |
Eliminations | ||
Condensed Income Statements, Captions [Line Items] | ||
Revenue | (39) | (38) |
Expenses: | ||
Operating-related expenses | (39) | (38) |
Selling and general expenses | 0 | 0 |
Depreciation | 0 | 0 |
Amortization of intangibles | 0 | 0 |
Total expenses | (39) | (38) |
Gain on disposition | 0 | |
Operating profit | 0 | 0 |
Other expense, net | 0 | 0 |
Interest expense, net | 0 | 0 |
Non-operating intercompany transactions | 474 | 23 |
Income before taxes on income | (474) | (23) |
Provision for taxes on income | 0 | 0 |
Equity in net income of subsidiaries | (1,168) | (506) |
Net income | (1,642) | (529) |
Less: net income attributable to noncontrolling interests | (50) | (43) |
Net income attributable to S&P Global Inc. | (1,692) | (572) |
Comprehensive income | (1,641) | (530) |
S&P Global Inc. | Reportable Legal Entities | ||
Condensed Income Statements, Captions [Line Items] | ||
Revenue | 212 | 202 |
Expenses: | ||
Operating-related expenses | 31 | 67 |
Selling and general expenses | 74 | (4) |
Depreciation | 11 | 11 |
Amortization of intangibles | 0 | 0 |
Total expenses | 116 | 74 |
Gain on disposition | 0 | |
Operating profit | 96 | 128 |
Other expense, net | (5) | 107 |
Interest expense, net | 37 | 38 |
Non-operating intercompany transactions | 103 | 96 |
Income before taxes on income | (39) | (113) |
Provision for taxes on income | 16 | (40) |
Equity in net income of subsidiaries | 1,168 | 506 |
Net income | 1,113 | 433 |
Less: net income attributable to noncontrolling interests | 0 | 0 |
Net income attributable to S&P Global Inc. | 1,113 | 433 |
Comprehensive income | 1,146 | 515 |
Standard & Poor's Financial Services LLC | Reportable Legal Entities | ||
Condensed Income Statements, Captions [Line Items] | ||
Revenue | 525 | 436 |
Expenses: | ||
Operating-related expenses | 117 | 117 |
Selling and general expenses | 27 | 81 |
Depreciation | 2 | 2 |
Amortization of intangibles | 0 | 0 |
Total expenses | 146 | 200 |
Gain on disposition | 0 | |
Operating profit | 379 | 236 |
Other expense, net | 0 | 0 |
Interest expense, net | 0 | 0 |
Non-operating intercompany transactions | (13) | (16) |
Income before taxes on income | 392 | 252 |
Provision for taxes on income | 91 | 70 |
Equity in net income of subsidiaries | 0 | 0 |
Net income | 301 | 182 |
Less: net income attributable to noncontrolling interests | 0 | 0 |
Net income attributable to S&P Global Inc. | 301 | 182 |
Comprehensive income | 301 | 182 |
Non-Guarantor Subsidiaries | Reportable Legal Entities | ||
Condensed Income Statements, Captions [Line Items] | ||
Revenue | 1,088 | 971 |
Expenses: | ||
Operating-related expenses | 412 | 327 |
Selling and general expenses | 210 | 264 |
Depreciation | 7 | 7 |
Amortization of intangibles | 29 | 32 |
Total expenses | 658 | 630 |
Gain on disposition | (7) | |
Operating profit | 437 | 341 |
Other expense, net | 6 | (4) |
Interest expense, net | (3) | (2) |
Non-operating intercompany transactions | (564) | (103) |
Income before taxes on income | 998 | 450 |
Provision for taxes on income | 81 | 83 |
Equity in net income of subsidiaries | 0 | 0 |
Net income | 917 | 367 |
Less: net income attributable to noncontrolling interests | 0 | 0 |
Net income attributable to S&P Global Inc. | 917 | 367 |
Comprehensive income | $ 847 | $ 395 |
Condensed Consolidating Finan_5
Condensed Consolidating Financial Statements - Balance Sheet (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||||
Cash and cash equivalents | $ 1,932 | $ 2,866 | ||
Restricted cash | 20 | 20 | ||
Accounts receivable, net of allowance for doubtful accounts | 1,504 | 1,577 | ||
Intercompany receivable | 0 | 0 | ||
Prepaid and other current assets | 239 | 249 | ||
Total current assets | 3,695 | 4,712 | ||
Property and equipment, net of accumulated depreciation | 309 | 320 | ||
Right of use assets | 652 | 676 | ||
Goodwill | 3,703 | 3,575 | ||
Other intangible assets, net | 1,439 | 1,424 | ||
Investments in subsidiaries | 0 | 0 | ||
Intercompany loans receivable | 0 | 0 | ||
Other non-current assets | 665 | 641 | ||
Total assets | 10,463 | 11,348 | ||
Current liabilities: | ||||
Accounts payable | 203 | 190 | ||
Intercompany payable | 0 | 0 | ||
Accrued compensation and contributions to retirement plans | 222 | 446 | ||
Income taxes currently payable | 160 | 68 | ||
Unearned revenue | 1,897 | 1,928 | ||
Other current liabilities | 501 | 461 | ||
Total current liabilities | 2,983 | 3,093 | ||
Long-term debt | 3,949 | 3,948 | ||
Lease liabilities — non-current | 603 | 620 | ||
Intercompany loans payable | 0 | 0 | ||
Pension and other postretirement benefits | 258 | 259 | ||
Other non-current liabilities | 596 | 624 | ||
Total liabilities | 8,389 | 8,544 | ||
Redeemable noncontrolling interest | 2,268 | 2,268 | ||
Equity: | ||||
Common stock | 294 | 294 | ||
Additional paid-in capital | 754 | 903 | ||
Retained income | 12,691 | 12,205 | ||
Accumulated other comprehensive loss | (660) | (624) | ||
Less: common stock in treasury | (13,329) | (12,299) | ||
Total (deficit) equity — controlling interests | (250) | 479 | ||
Total equity - noncontrolling interests | 56 | 57 | ||
Total (deficit) equity | (194) | 536 | $ 388 | $ 684 |
Total liabilities and (deficit) equity | 10,463 | 11,348 | ||
Eliminations | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | ||
Restricted cash | 0 | 0 | ||
Accounts receivable, net of allowance for doubtful accounts | 0 | 0 | ||
Intercompany receivable | (7,851) | (7,513) | ||
Prepaid and other current assets | 0 | 0 | ||
Total current assets | (7,851) | (7,513) | ||
Property and equipment, net of accumulated depreciation | 0 | 0 | ||
Right of use assets | 0 | 0 | ||
Goodwill | 7 | 9 | ||
Other intangible assets, net | 0 | 0 | ||
Investments in subsidiaries | (20,065) | (20,228) | ||
Intercompany loans receivable | (1,528) | (1,246) | ||
Other non-current assets | (1) | (1) | ||
Total assets | (29,438) | (28,979) | ||
Current liabilities: | ||||
Accounts payable | 0 | 0 | ||
Intercompany payable | (7,851) | (7,513) | ||
Accrued compensation and contributions to retirement plans | 0 | 0 | ||
Income taxes currently payable | 0 | 0 | ||
Unearned revenue | 0 | 0 | ||
Other current liabilities | 0 | 0 | ||
Total current liabilities | (7,851) | (7,513) | ||
Long-term debt | 0 | 0 | ||
Lease liabilities — non-current | 0 | 0 | ||
Intercompany loans payable | (1,528) | (1,246) | ||
Pension and other postretirement benefits | 0 | 0 | ||
Other non-current liabilities | 0 | (1) | ||
Total liabilities | (9,379) | (8,760) | ||
Redeemable noncontrolling interest | 2,268 | 2,268 | ||
Equity: | ||||
Common stock | (2,375) | (2,377) | ||
Additional paid-in capital | (9,207) | (9,203) | ||
Retained income | (10,849) | (11,010) | ||
Accumulated other comprehensive loss | 49 | 48 | ||
Less: common stock in treasury | 0 | 0 | ||
Total (deficit) equity — controlling interests | (22,382) | (22,542) | ||
Total equity - noncontrolling interests | 55 | 55 | ||
Total (deficit) equity | (22,327) | (22,487) | ||
Total liabilities and (deficit) equity | (29,438) | (28,979) | ||
S&P Global Inc. | Reportable Legal Entities | ||||
Current assets: | ||||
Cash and cash equivalents | 659 | 1,130 | ||
Restricted cash | 0 | 0 | ||
Accounts receivable, net of allowance for doubtful accounts | 235 | 229 | ||
Intercompany receivable | 716 | 675 | ||
Prepaid and other current assets | 84 | 102 | ||
Total current assets | 1,694 | 2,136 | ||
Property and equipment, net of accumulated depreciation | 197 | 204 | ||
Right of use assets | 388 | 402 | ||
Goodwill | 283 | 283 | ||
Other intangible assets, net | 0 | 0 | ||
Investments in subsidiaries | 11,985 | 12,134 | ||
Intercompany loans receivable | 17 | 17 | ||
Other non-current assets | 305 | 281 | ||
Total assets | 14,869 | 15,457 | ||
Current liabilities: | ||||
Accounts payable | 86 | 80 | ||
Intercompany payable | 6,484 | 6,288 | ||
Accrued compensation and contributions to retirement plans | 102 | 148 | ||
Income taxes currently payable | 99 | 7 | ||
Unearned revenue | 314 | 297 | ||
Other current liabilities | 214 | 187 | ||
Total current liabilities | 7,299 | 7,007 | ||
Long-term debt | 3,949 | 3,948 | ||
Lease liabilities — non-current | 373 | 383 | ||
Intercompany loans payable | 0 | 0 | ||
Pension and other postretirement benefits | 176 | 178 | ||
Other non-current liabilities | 154 | 171 | ||
Total liabilities | 11,951 | 11,687 | ||
Redeemable noncontrolling interest | 0 | 0 | ||
Equity: | ||||
Common stock | 294 | 294 | ||
Additional paid-in capital | (46) | 112 | ||
Retained income | 16,139 | 15,836 | ||
Accumulated other comprehensive loss | (142) | (175) | ||
Less: common stock in treasury | (13,327) | (12,297) | ||
Total (deficit) equity — controlling interests | 2,918 | 3,770 | ||
Total equity - noncontrolling interests | 0 | 0 | ||
Total (deficit) equity | 2,918 | 3,770 | ||
Total liabilities and (deficit) equity | 14,869 | 15,457 | ||
Standard & Poor's Financial Services LLC | Reportable Legal Entities | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | ||
Restricted cash | 0 | 0 | ||
Accounts receivable, net of allowance for doubtful accounts | 232 | 148 | ||
Intercompany receivable | 2,831 | 2,855 | ||
Prepaid and other current assets | 3 | 2 | ||
Total current assets | 3,066 | 3,005 | ||
Property and equipment, net of accumulated depreciation | 0 | 0 | ||
Right of use assets | 2 | 1 | ||
Goodwill | 0 | 0 | ||
Other intangible assets, net | 0 | 0 | ||
Investments in subsidiaries | 5 | 6 | ||
Intercompany loans receivable | 0 | 0 | ||
Other non-current assets | 35 | 37 | ||
Total assets | 3,108 | 3,049 | ||
Current liabilities: | ||||
Accounts payable | 10 | 11 | ||
Intercompany payable | 92 | 27 | ||
Accrued compensation and contributions to retirement plans | 10 | 61 | ||
Income taxes currently payable | 0 | 0 | ||
Unearned revenue | 250 | 243 | ||
Other current liabilities | 14 | 18 | ||
Total current liabilities | 376 | 360 | ||
Long-term debt | 0 | 0 | ||
Lease liabilities — non-current | 1 | 1 | ||
Intercompany loans payable | 0 | 0 | ||
Pension and other postretirement benefits | 0 | 0 | ||
Other non-current liabilities | 74 | 81 | ||
Total liabilities | 451 | 442 | ||
Redeemable noncontrolling interest | 0 | 0 | ||
Equity: | ||||
Common stock | 0 | 0 | ||
Additional paid-in capital | 633 | 632 | ||
Retained income | 2,024 | 1,975 | ||
Accumulated other comprehensive loss | 0 | 0 | ||
Less: common stock in treasury | 0 | 0 | ||
Total (deficit) equity — controlling interests | 2,657 | 2,607 | ||
Total equity - noncontrolling interests | 0 | 0 | ||
Total (deficit) equity | 2,657 | 2,607 | ||
Total liabilities and (deficit) equity | 3,108 | 3,049 | ||
Non-Guarantor Subsidiaries | Reportable Legal Entities | ||||
Current assets: | ||||
Cash and cash equivalents | 1,273 | 1,736 | ||
Restricted cash | 20 | 20 | ||
Accounts receivable, net of allowance for doubtful accounts | 1,037 | 1,200 | ||
Intercompany receivable | 4,304 | 3,983 | ||
Prepaid and other current assets | 152 | 145 | ||
Total current assets | 6,786 | 7,084 | ||
Property and equipment, net of accumulated depreciation | 112 | 116 | ||
Right of use assets | 262 | 273 | ||
Goodwill | 3,413 | 3,283 | ||
Other intangible assets, net | 1,439 | 1,424 | ||
Investments in subsidiaries | 8,075 | 8,088 | ||
Intercompany loans receivable | 1,511 | 1,229 | ||
Other non-current assets | 326 | 324 | ||
Total assets | 21,924 | 21,821 | ||
Current liabilities: | ||||
Accounts payable | 107 | 99 | ||
Intercompany payable | 1,275 | 1,198 | ||
Accrued compensation and contributions to retirement plans | 110 | 237 | ||
Income taxes currently payable | 61 | 61 | ||
Unearned revenue | 1,333 | 1,388 | ||
Other current liabilities | 273 | 256 | ||
Total current liabilities | 3,159 | 3,239 | ||
Long-term debt | 0 | 0 | ||
Lease liabilities — non-current | 229 | 236 | ||
Intercompany loans payable | 1,528 | 1,246 | ||
Pension and other postretirement benefits | 82 | 81 | ||
Other non-current liabilities | 368 | 373 | ||
Total liabilities | 5,366 | 5,175 | ||
Redeemable noncontrolling interest | 0 | 0 | ||
Equity: | ||||
Common stock | 2,375 | 2,377 | ||
Additional paid-in capital | 9,374 | 9,362 | ||
Retained income | 5,377 | 5,404 | ||
Accumulated other comprehensive loss | (567) | (497) | ||
Less: common stock in treasury | (2) | (2) | ||
Total (deficit) equity — controlling interests | 16,557 | 16,644 | ||
Total equity - noncontrolling interests | 1 | 2 | ||
Total (deficit) equity | 16,558 | 16,646 | ||
Total liabilities and (deficit) equity | $ 21,924 | $ 21,821 |
Condensed Consolidating Finan_6
Condensed Consolidating Financial Statements - Statement of Cash Flows (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating Activities: | ||
Net income | $ 689 | $ 453 |
Adjustments to reconcile net income to cash provided by operating activities: | ||
Depreciation | 20 | 20 |
Amortization of intangibles | 29 | 32 |
Provision for losses on accounts receivable | 10 | 7 |
Deferred income taxes | (6) | 28 |
Stock-based compensation | 11 | 12 |
Gain on disposition | (7) | 0 |
Pension settlement charge, net of taxes | 0 | 85 |
Other | 29 | 8 |
Changes in operating assets and liabilities, net of effect of acquisitions: | ||
Accounts receivable | 76 | (87) |
Prepaid and other current assets | (52) | (34) |
Accounts payable and accrued expenses | (251) | (161) |
Unearned revenue | (12) | (3) |
Accrued legal settlements | 0 | (1) |
Other current liabilities | 49 | (59) |
Net change in prepaid/accrued income taxes | 125 | 57 |
Net change in other assets and liabilities | (30) | (64) |
Cash provided by operating activities | 680 | 293 |
Investing Activities: | ||
Capital expenditures | (11) | (20) |
Acquisitions, net of cash acquired | (183) | (1) |
Changes in short-term investments | 11 | 0 |
Cash used for investing activities | (183) | (21) |
Financing Activities: | ||
Dividends paid to shareholders | (161) | (141) |
Distributions to noncontrolling interest holders, net | (51) | (18) |
Repurchase of treasury shares | (1,153) | (644) |
Exercise of stock options | 8 | 23 |
Employee withholding tax on share-based payments | (44) | (49) |
Intercompany financing activities | 0 | 0 |
Cash used for financing activities | (1,401) | (829) |
Effect of exchange rate changes on cash | (30) | 35 |
Net change in cash, cash equivalents, and restricted cash | (934) | (522) |
Cash, cash equivalents, and restricted cash at beginning of period | 2,886 | 1,958 |
Cash, cash equivalents, and restricted cash at end of period | 1,952 | 1,436 |
Eliminations | ||
Operating Activities: | ||
Net income | (1,642) | (529) |
Adjustments to reconcile net income to cash provided by operating activities: | ||
Depreciation | 0 | 0 |
Amortization of intangibles | 0 | 0 |
Provision for losses on accounts receivable | 0 | 0 |
Deferred income taxes | 0 | |
Stock-based compensation | 0 | 0 |
Gain on disposition | 0 | |
Pension settlement charge, net of taxes | 0 | |
Other | 0 | 0 |
Changes in operating assets and liabilities, net of effect of acquisitions: | ||
Accounts receivable | 0 | 0 |
Prepaid and other current assets | 0 | 0 |
Accounts payable and accrued expenses | 0 | 0 |
Unearned revenue | 0 | 0 |
Accrued legal settlements | 0 | |
Other current liabilities | 0 | 0 |
Net change in prepaid/accrued income taxes | 0 | 0 |
Net change in other assets and liabilities | 0 | 0 |
Cash provided by operating activities | (1,642) | (529) |
Investing Activities: | ||
Capital expenditures | 0 | 0 |
Acquisitions, net of cash acquired | 0 | 0 |
Changes in short-term investments | 0 | |
Cash used for investing activities | 0 | 0 |
Financing Activities: | ||
Dividends paid to shareholders | 0 | 0 |
Distributions to noncontrolling interest holders, net | 0 | 0 |
Repurchase of treasury shares | 0 | 0 |
Exercise of stock options | 0 | 0 |
Employee withholding tax on share-based payments | 0 | 0 |
Intercompany financing activities | 1,642 | 529 |
Cash used for financing activities | 1,642 | 529 |
Effect of exchange rate changes on cash | 0 | 0 |
Net change in cash, cash equivalents, and restricted cash | 0 | 0 |
Cash, cash equivalents, and restricted cash at beginning of period | 0 | 0 |
Cash, cash equivalents, and restricted cash at end of period | 0 | 0 |
S&P Global Inc. | Reportable Legal Entities | ||
Operating Activities: | ||
Net income | 1,113 | 433 |
Adjustments to reconcile net income to cash provided by operating activities: | ||
Depreciation | 11 | 11 |
Amortization of intangibles | 0 | 0 |
Provision for losses on accounts receivable | 2 | 2 |
Deferred income taxes | (5) | 21 |
Stock-based compensation | 4 | 2 |
Gain on disposition | 0 | |
Pension settlement charge, net of taxes | 85 | |
Other | 30 | 0 |
Changes in operating assets and liabilities, net of effect of acquisitions: | ||
Accounts receivable | (8) | (80) |
Prepaid and other current assets | (54) | (9) |
Accounts payable and accrued expenses | (42) | (45) |
Unearned revenue | 18 | 9 |
Accrued legal settlements | 0 | |
Other current liabilities | 4 | (54) |
Net change in prepaid/accrued income taxes | 163 | 51 |
Net change in other assets and liabilities | 13 | (19) |
Cash provided by operating activities | 1,249 | 407 |
Investing Activities: | ||
Capital expenditures | (3) | (8) |
Acquisitions, net of cash acquired | 0 | 0 |
Changes in short-term investments | 0 | |
Cash used for investing activities | (3) | (8) |
Financing Activities: | ||
Dividends paid to shareholders | (161) | (141) |
Distributions to noncontrolling interest holders, net | 0 | 0 |
Repurchase of treasury shares | (1,153) | (644) |
Exercise of stock options | 5 | 23 |
Employee withholding tax on share-based payments | (44) | (49) |
Intercompany financing activities | (359) | (130) |
Cash used for financing activities | (1,712) | (941) |
Effect of exchange rate changes on cash | (5) | (6) |
Net change in cash, cash equivalents, and restricted cash | (471) | (548) |
Cash, cash equivalents, and restricted cash at beginning of period | 1,130 | 694 |
Cash, cash equivalents, and restricted cash at end of period | 659 | 146 |
Standard & Poor's Financial Services LLC | Reportable Legal Entities | ||
Operating Activities: | ||
Net income | 301 | 182 |
Adjustments to reconcile net income to cash provided by operating activities: | ||
Depreciation | 2 | 2 |
Amortization of intangibles | 0 | 0 |
Provision for losses on accounts receivable | 3 | 2 |
Deferred income taxes | 0 | 0 |
Stock-based compensation | 2 | 1 |
Gain on disposition | 0 | |
Pension settlement charge, net of taxes | 0 | |
Other | 0 | 0 |
Changes in operating assets and liabilities, net of effect of acquisitions: | ||
Accounts receivable | (82) | (101) |
Prepaid and other current assets | 33 | (2) |
Accounts payable and accrued expenses | (64) | (18) |
Unearned revenue | 7 | 23 |
Accrued legal settlements | (1) | |
Other current liabilities | 21 | (1) |
Net change in prepaid/accrued income taxes | (40) | 0 |
Net change in other assets and liabilities | (21) | (5) |
Cash provided by operating activities | 162 | 82 |
Investing Activities: | ||
Capital expenditures | (1) | (4) |
Acquisitions, net of cash acquired | 0 | 0 |
Changes in short-term investments | 0 | |
Cash used for investing activities | (1) | (4) |
Financing Activities: | ||
Dividends paid to shareholders | 0 | 0 |
Distributions to noncontrolling interest holders, net | 0 | 0 |
Repurchase of treasury shares | 0 | 0 |
Exercise of stock options | 0 | 0 |
Employee withholding tax on share-based payments | 0 | 0 |
Intercompany financing activities | (161) | (78) |
Cash used for financing activities | (161) | (78) |
Effect of exchange rate changes on cash | 0 | 0 |
Net change in cash, cash equivalents, and restricted cash | 0 | 0 |
Cash, cash equivalents, and restricted cash at beginning of period | 0 | 0 |
Cash, cash equivalents, and restricted cash at end of period | 0 | 0 |
Non-Guarantor Subsidiaries | Reportable Legal Entities | ||
Operating Activities: | ||
Net income | 917 | 367 |
Adjustments to reconcile net income to cash provided by operating activities: | ||
Depreciation | 7 | 7 |
Amortization of intangibles | 29 | 32 |
Provision for losses on accounts receivable | 5 | 3 |
Deferred income taxes | (1) | 7 |
Stock-based compensation | 5 | 9 |
Gain on disposition | (7) | |
Pension settlement charge, net of taxes | 0 | |
Other | (1) | 8 |
Changes in operating assets and liabilities, net of effect of acquisitions: | ||
Accounts receivable | 166 | 94 |
Prepaid and other current assets | (31) | (23) |
Accounts payable and accrued expenses | (145) | (98) |
Unearned revenue | (37) | (35) |
Accrued legal settlements | 0 | |
Other current liabilities | 24 | (4) |
Net change in prepaid/accrued income taxes | 2 | 6 |
Net change in other assets and liabilities | (22) | (40) |
Cash provided by operating activities | 911 | 333 |
Investing Activities: | ||
Capital expenditures | (7) | (8) |
Acquisitions, net of cash acquired | (183) | (1) |
Changes in short-term investments | 11 | |
Cash used for investing activities | (179) | (9) |
Financing Activities: | ||
Dividends paid to shareholders | 0 | 0 |
Distributions to noncontrolling interest holders, net | (51) | (18) |
Repurchase of treasury shares | 0 | 0 |
Exercise of stock options | 3 | 0 |
Employee withholding tax on share-based payments | 0 | 0 |
Intercompany financing activities | (1,122) | (321) |
Cash used for financing activities | (1,170) | (339) |
Effect of exchange rate changes on cash | (25) | 41 |
Net change in cash, cash equivalents, and restricted cash | (463) | 26 |
Cash, cash equivalents, and restricted cash at beginning of period | 1,756 | 1,264 |
Cash, cash equivalents, and restricted cash at end of period | $ 1,293 | $ 1,290 |