Item 8. Consolidated Financial Statements and Supplementary Data
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Item 8. Consolidated Financial Statements and Supplementary Data
TABLE OF CONTENTS
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of S&P Global Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of S&P Global Inc. (the Company) as of December 31, 2017 and 2016, and the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2017, and the related notes and financial statement schedule listed in Item 15(a)(2) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2017 and 2016, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 9, 2018 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ ERNST & YOUNG LLP
We have served as the Company’s auditor since 1969.
New York, New York
February 9, 2018
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of S&P Global Inc.
Opinion on Internal Control over Financial Reporting
We have audited S&P Global Inc.’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, S&P Global Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of S&P Global Inc. as of December 31, 2017 and 2016, and the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2017, and the related notes and financial statement schedule listed in Item 15(a)(2) and our report dated February 9, 2018 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ ERNST & YOUNG LLP
New York, New York
February 9, 2018
Consolidated Statements of Income
| (in millions, except per share data) | Year Ended December 31, | ||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Revenue | $ | 6,063 | $ | 5,661 | $ | 5,313 | |||||
| Expenses: | |||||||||||
| Operating-related expenses | 1,713 | 1,773 | 1,718 | ||||||||
| Selling and general expenses | 1,560 | 1,439 | 1,532 | ||||||||
| Depreciation | 82 | 85 | 90 | ||||||||
| Amortization of intangibles | 98 | 96 | 67 | ||||||||
| Total expenses | 3,453 | 3,393 | 3,407 | ||||||||
| Gain on dispositions | — | (1,101 | ) | (11 | ) | ||||||
| Operating profit | 2,610 | 3,369 | 1,917 | ||||||||
| Interest expense, net | 149 | 181 | 102 | ||||||||
| Income before taxes on income | 2,461 | 3,188 | 1,815 | ||||||||
| Provision for taxes on income | 823 | 960 | 547 | ||||||||
| Net income | 1,638 | 2,228 | 1,268 | ||||||||
| Less: net income attributable to noncontrolling interests | (142 | ) | (122 | ) | (112 | ) | |||||
| Net income attributable to S&P Global Inc. | $ | 1,496 | $ | 2,106 | $ | 1,156 | |||||
| Earnings per share attributable to S&P Global Inc. common shareholders: | |||||||||||
| Net income: | |||||||||||
| Basic | $ | 5.84 | $ | 8.02 | $ | 4.26 | |||||
| Diluted | $ | 5.78 | $ | 7.94 | $ | 4.21 | |||||
| Weighted-average number of common shares outstanding: | |||||||||||
| Basic | 256.3 | 262.8 | 271.6 | ||||||||
| Diluted | 258.9 | 265.2 | 274.6 | ||||||||
| Actual shares outstanding at year end | 253.7 | 258.3 | 265.2 | ||||||||
| Dividend declared per common share | $ | 1.64 | $ | 1.44 | $ | 1.32 |
See accompanying notes to the consolidated financial statements.
Consolidated Statements of Comprehensive Income
| (in millions) | Year Ended December 31, | ||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Net income | $ | 1,638 | $ | 2,228 | $ | 1,268 | |||||
| Other comprehensive income: | |||||||||||
| Foreign currency translation adjustment | 93 | (132 | ) | (111 | ) | ||||||
| Income tax effect | — | (7 | ) | 1 | |||||||
| 93 | (139 | ) | (110 | ) | |||||||
| Pension and other postretirement benefit plans | 52 | (27 | ) | 34 | |||||||
| Income tax effect | (11 | ) | (10 | ) | (9 | ) | |||||
| 41 | (37 | ) | 25 | ||||||||
| Unrealized loss on investment | (10 | ) | — | — | |||||||
| Income tax effect | — | — | — | ||||||||
| (10 | ) | — | — | ||||||||
| Unrealized gain (loss) on forward exchange contracts | — | 4 | (1 | ) | |||||||
| Income tax effect | — | (1 | ) | — | |||||||
| — | 3 | (1 | ) | ||||||||
| Comprehensive income | 1,762 | 2,055 | 1,182 | ||||||||
| Less: comprehensive income attributable to nonredeemable noncontrolling interests | (15 | ) | (13 | ) | (11 | ) | |||||
| Less: comprehensive income attributable to redeemable noncontrolling interests | (127 | ) | (109 | ) | (101 | ) | |||||
| Comprehensive income attributable to S&P Global Inc. | $ | 1,620 | $ | 1,933 | $ | 1,070 |
See accompanying notes to the consolidated financial statements.
Consolidated Balance Sheets
| (in millions) | December 31, | ||||||
| 2017 | 2016 | ||||||
| ASSETS | |||||||
| Current assets: | |||||||
| Cash and cash equivalents | $ | 2,779 | $ | 2,392 | |||
| Short-term investments | 12 | 8 | |||||
| Accounts receivable, net of allowance for doubtful accounts: 2017 - $33; 2016 - $28 | 1,319 | 1,122 | |||||
| Prepaid and other current assets | 214 | 149 | |||||
| Total current assets | 4,324 | 3,671 | |||||
| Property and equipment: | |||||||
| Buildings and leasehold improvements | 354 | 356 | |||||
| Equipment and furniture | 475 | 452 | |||||
| Total property and equipment | 829 | 808 | |||||
| Less: accumulated depreciation | (554 | ) | (537 | ) | |||
| Property and equipment, net | 275 | 271 | |||||
| Goodwill | 2,989 | 2,949 | |||||
| Other intangible assets, net | 1,388 | 1,506 | |||||
| Other non-current assets | 449 | 272 | |||||
| Total assets | $ | 9,425 | $ | 8,669 | |||
| LIABILITIES AND EQUITY | |||||||
| Current liabilities: | |||||||
| Accounts payable | $ | 195 | $ | 183 | |||
| Accrued compensation and contributions to retirement plans | 472 | 409 | |||||
| Short-term debt | 399 | — | |||||
| Income taxes currently payable | 77 | 95 | |||||
| Unearned revenue | 1,613 | 1,509 | |||||
| Accrued legal and regulatory settlements | 107 | 56 | |||||
| Other current liabilities | 351 | 359 | |||||
| Total current liabilities | 3,214 | 2,611 | |||||
| Long-term debt | 3,170 | 3,564 | |||||
| Pension and other postretirement benefits | 244 | 274 | |||||
| Other non-current liabilities | 679 | 439 | |||||
| Total liabilities | 7,307 | 6,888 | |||||
| Redeemable noncontrolling interest | 1,350 | 1,080 | |||||
| Commitments and contingencies (Note 13) | |||||||
| Equity: | |||||||
| Common stock, $1 par value: authorized - 600 million shares; issued - 412 million shares in 2017 and 2016 | 412 | 412 | |||||
| Additional paid-in capital | 525 | 502 | |||||
| Retained income | 10,025 | 9,210 | |||||
| Accumulated other comprehensive loss | (649 | ) | (773 | ) | |||
| Less: common stock in treasury - at cost: 2017 - 158 million shares; 2016 - 153 million shares | (9,602 | ) | (8,701 | ) | |||
| Total equity – controlling interests | 711 | 650 | |||||
| Total equity – noncontrolling interests | 57 | 51 | |||||
| Total equity | 768 | 701 | |||||
| Total liabilities and equity | $ | 9,425 | $ | 8,669 |
See accompanying notes to the consolidated financial statements.
Consolidated Statements of Cash Flows
| (in millions) | Year Ended December 31, | ||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Operating Activities: | |||||||||||
| Net income | $ | 1,638 | $ | 2,228 | $ | 1,268 | |||||
| Adjustments to reconcile net income to cash provided by operating activities from continuing operations: | |||||||||||
| Depreciation | 82 | 85 | 90 | ||||||||
| Amortization of intangibles | 98 | 96 | 67 | ||||||||
| Provision for losses on accounts receivable | 16 | 9 | 8 | ||||||||
| Deferred income taxes | — | 79 | 280 | ||||||||
| Stock-based compensation | 99 | 76 | 78 | ||||||||
| Gain on dispositions | — | (1,101 | ) | (11 | ) | ||||||
| Accrued legal and regulatory settlements | 55 | 54 | 119 | ||||||||
| Other | 96 | 30 | 57 | ||||||||
| Changes in operating assets and liabilities, net of effect of acquisitions and dispositions: | |||||||||||
| Accounts receivable | (196 | ) | (177 | ) | (118 | ) | |||||
| Prepaid and other current assets | 10 | 5 | 5 | ||||||||
| Accounts payable and accrued expenses | 75 | 19 | (9 | ) | |||||||
| Unearned revenue | 85 | 107 | 129 | ||||||||
| Accrued legal and regulatory settlements | (4 | ) | (150 | ) | (1,624 | ) | |||||
| Other current liabilities | (85 | ) | (19 | ) | (77 | ) | |||||
| Net change in prepaid/accrued income taxes | 32 | 174 | 129 | ||||||||
| Net change in other assets and liabilities | 15 | 45 | (35 | ) | |||||||
| Cash provided by operating activities from continuing operations | 2,016 | 1,560 | 356 | ||||||||
| Investing Activities: | |||||||||||
| Capital expenditures | (123 | ) | (115 | ) | (139 | ) | |||||
| Acquisitions, net of cash acquired | (83 | ) | (177 | ) | (2,396 | ) | |||||
| Proceeds from dispositions | 2 | 1,498 | 14 | ||||||||
| Changes in short-term investments | (5 | ) | (1 | ) | (4 | ) | |||||
| Cash (used for) provided by investing activities from continuing operations | (209 | ) | 1,205 | (2,525 | ) | ||||||
| Financing Activities: | |||||||||||
| (Payments on)/additions to short-term debt, net | — | (143 | ) | 143 | |||||||
| Proceeds from issuance of senior notes, net | — | 493 | 2,674 | ||||||||
| Payments on senior notes | — | (421 | ) | — | |||||||
| Dividends paid to shareholders | (421 | ) | (380 | ) | (363 | ) | |||||
| Distributions to noncontrolling interest holders | (111 | ) | (116 | ) | (104 | ) | |||||
| Repurchase of treasury shares | (1,001 | ) | (1,123 | ) | (974 | ) | |||||
| Exercise of stock options | 75 | 88 | 86 | ||||||||
| Contingent consideration payments | — | (39 | ) | (5 | ) | ||||||
| Purchase of additional CRISIL shares | — | — | (16 | ) | |||||||
| Employee withholding tax on share-based payments | (49 | ) | (55 | ) | (92 | ) | |||||
| Cash (used for) provided by financing activities from continuing operations | (1,507 | ) | (1,696 | ) | 1,349 | ||||||
| Effect of exchange rate changes on cash | 87 | (158 | ) | (67 | ) | ||||||
| Cash provided by continuing operations | 387 | 911 | (887 | ) | |||||||
| Discontinued Operations: | |||||||||||
| Cash used for operating activities | — | — | (129 | ) | |||||||
| Cash used for discontinued operations | — | — | (129 | ) | |||||||
| Net change in cash and cash equivalents | 387 | 911 | (1,016 | ) | |||||||
| Cash and cash equivalents at beginning of year | 2,392 | 1,481 | 2,497 | ||||||||
| Cash and cash equivalents at end of year | $ | 2,779 | $ | 2,392 | $ | 1,481 | |||||
| Cash paid during the year for: | |||||||||||
| Interest (including discontinued operations) | $ | 139 | $ | 150 | $ | 65 | |||||
| Income taxes (including discontinued operations) | $ | 709 | $ | 683 | $ | 260 |
See accompanying notes to the consolidated financial statements.
Consolidated Statements of Equity
| (in millions) | Common Stock $1 par | Additional Paid-in Capital | Retained Income | Accumulated Other Comprehensive Loss | Less: Treasury Stock | Total SPGI Equity | Noncontrolling Interests | Total Equity | |||||||||||||||||||||||
| Balance as of December 31, 2014 | $ | 412 | $ | 493 | $ | 6,946 | $ | (514 | ) | $ | 6,849 | $ | 488 | $ | 51 | $ | 539 | ||||||||||||||
| Comprehensive income 1 | 1,156 | (86 | ) | 1,070 | 11 | 1,081 | |||||||||||||||||||||||||
| Dividends | (359 | ) | (359 | ) | (9 | ) | (368 | ) | |||||||||||||||||||||||
| Share repurchases | 1,000 | (1,000 | ) | (2 | ) | (1,002 | ) | ||||||||||||||||||||||||
| Employee stock plans, net of tax benefit | (18 | ) | (120 | ) | 102 | 102 | |||||||||||||||||||||||||
| Change in redemption value of redeemable noncontrolling interest | (107 | ) | (107 | ) | (107 | ) | |||||||||||||||||||||||||
| Other | — | (2 | ) | (2 | ) | ||||||||||||||||||||||||||
| Balance as of December 31, 2015 | $ | 412 | $ | 475 | $ | 7,636 | $ | (600 | ) | $ | 7,729 | $ | 194 | $ | 49 | $ | 243 | ||||||||||||||
| Comprehensive income 1 | 2,106 | (173 | ) | 1,933 | 13 | 1,946 | |||||||||||||||||||||||||
| Dividends | (380 | ) | (380 | ) | (10 | ) | (390 | ) | |||||||||||||||||||||||
| Share repurchases | 1,097 | (1,097 | ) | (1,097 | ) | ||||||||||||||||||||||||||
| Employee stock plans, net of tax benefit | 27 | (125 | ) | 152 | 152 | ||||||||||||||||||||||||||
| Change in redemption value of redeemable noncontrolling interest | (153 | ) | (153 | ) | (153 | ) | |||||||||||||||||||||||||
| Other | 1 | 1 | (1 | ) | — | ||||||||||||||||||||||||||
| Balance as of December 31, 2016 | $ | 412 | $ | 502 | $ | 9,210 | $ | (773 | ) | $ | 8,701 | $ | 650 | $ | 51 | $ | 701 | ||||||||||||||
| Comprehensive income 1 | 1,496 | 124 | 1,620 | 15 | 1,635 | ||||||||||||||||||||||||||
| Dividends | (421 | ) | (421 | ) | (10 | ) | (431 | ) | |||||||||||||||||||||||
| Share repurchases | 1,001 | (1,001 | ) | (5 | ) | (1,006 | ) | ||||||||||||||||||||||||
| Employee stock plans | 23 | (100 | ) | 123 | 8 | 131 | |||||||||||||||||||||||||
| Change in redemption value of redeemable noncontrolling interest | (260 | ) | (260 | ) | (260 | ) | |||||||||||||||||||||||||
| Other | — | (2 | ) | (2 | ) | ||||||||||||||||||||||||||
| Balance as of December 31, 2017 | $ | 412 | $ | 525 | $ | 10,025 | $ | (649 | ) | $ | 9,602 | $ | 711 | $ | 57 | $ | 768 |
| 1 | Excludes $127 million, $109 million and $101 million in 2017, 2016 and 2015, respectively, attributable to redeemable noncontrolling interest. |
See accompanying notes to the consolidated financial statements.
Notes to the Consolidated Financial Statements
- Accounting Policies
Nature of operations
S&P Global Inc. (together with its consolidated subsidiaries, the “Company,” the “Registrant,” “we,” “us” or “our”) is a leading provider of transparent and independent ratings, benchmarks, analytics and data to the capital and commodity markets worldwide. The capital markets include asset managers, investment banks, commercial banks, insurance companies, exchanges, trading firms and issuers; and the commodity markets include producers, traders and intermediaries within energy, metals, petrochemicals and agriculture.
Our operations consist of three reportable segments: Ratings, Market and Commodities Intelligence 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 and Commodities Intelligence is a global provider of multi-asset-class data, research and analytical capabilities, which integrate cross-asset analytics and desktop services and deliver their customers in the commodity and energy markets access to high-value information, data, analytic services and pricing and quality benchmarks. We completed the sale of J.D. Power on September 7, 2016, with the results included in Market and Commodities Intelligence results through that date. |
| • | Indices is a global index provider that maintains a wide variety of valuation and index benchmarks for investment advisors, wealth managers and institutional investors. |
See Note 12 – Segment and Geographic Information for further discussion on our operating segments, which are also our reportable segments.
Assets and Liabilities Held for Sale and Discontinued Operations
Assets and Liabilities Held for Sale
We classify a disposal group to be sold as held for sale in the period in which all of the following criteria are met: management, having the authority to approve the action, commits to a plan to sell the disposal group; the disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such disposal group; an active program to locate a buyer and other actions required to complete the plan to sell the disposal group have been initiated; the sale of the disposal group is probable, and transfer of the disposal group is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond our control extend the period of time required to sell the disposal group beyond one year; the disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.
A disposal group that is classified as held for sale is initially measured at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a disposal group until the date of sale.
The fair value of a disposal group less any costs to sell is assessed each reporting period it remains classified as held for sale and any subsequent changes are reported as an adjustment to the carrying value of the disposal group, as long as the new carrying value does not exceed the carrying value of the disposal group at the time it was initially classified as held for sale. Upon determining that a disposal group meets the criteria to be classified as held for sale, the Company reports the assets and liabilities of the disposal group as held for sale in the current period in our consolidated balance sheets.
Discontinued Operations
Beginning on January 1, 2015, we adopted revised guidance for discontinued operations that raises the threshold for a disposal to qualify as a discontinued operation. In determining whether a disposal of a component of an entity or a group of components of an entity is required to be presented as a discontinued operation, we make a determination whether the disposal represents a strategic shift that had, or will have, a major effect on our operations and financial results. A component of an entity comprises operations and cash flows that can be clearly distinguished both operationally and for financial reporting purposes. If we conclude that the disposal represents a strategic shift, then the results of operations of the group of assets being disposed of (as well as any gain or loss on the disposal transaction) are aggregated for separate presentation apart from our continuing operating results in the consolidated financial statements. Unless otherwise indicated, all disclosures and amounts in the notes to our consolidated financial statements relate to our continuing operations.
Principles of consolidation
The consolidated financial statements include the accounts of all subsidiaries and our share of earnings or losses of joint ventures and affiliated companies under the equity method of accounting. All significant intercompany accounts and transactions have been eliminated.
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Cash and cash equivalents
Cash and cash equivalents include ordinary bank deposits and highly liquid investments with original maturities of three months or less that consist primarily of money market funds with unrestricted daily liquidity and fixed term time deposits. Such investments and bank deposits are stated at cost, which approximates market value, and were $2.8 billion and $2.4 billion as of December 31, 2017 and 2016, respectively. These investments are not subject to significant market risk.
Short-term investments
Short-term investments are securities with original maturities greater than 90 days that are available for use in our operations in the next twelve months. The short-term investments, primarily consisting of certificates of deposit and mutual funds, are classified as held-to-maturity and therefore are carried at cost. Interest and dividends are recorded in income when earned.
Accounts receivable
Credit is extended to customers based upon an evaluation of the customer’s financial condition. Accounts receivable, which include billings consistent with terms of contractual arrangements, are recorded at net realizable value.
Allowance for doubtful accounts
The allowance for doubtful accounts reserve methodology is based on historical analysis, a review of outstanding balances and current conditions. In determining these reserves, we consider, amongst other factors, the financial condition and risk profile of our customers, areas of specific or concentrated risk as well as applicable industry trends or market indicators.
Capitalized technology costs
We capitalize certain software development and website implementation costs. Capitalized costs only include incremental, direct costs of materials and services incurred to develop the software after the preliminary project stage is completed, funding has been committed and it is probable that the project will be completed and used to perform the function intended. Incremental costs are expenditures that are out-of-pocket to us and are not part of an allocation or existing expense base. Software development and website implementation costs are expensed as incurred during the preliminary project stage. Capitalized costs are amortized from the year the software is ready for its intended use over its estimated useful life, three to seven years, using the straight-line method. Periodically, we evaluate the amortization methods, remaining lives and recoverability of such costs. Capitalized software development and website implementation costs are included in other non-current assets and are presented net of accumulated amortization. Gross deferred technology costs were $186 million and $145 million as of December 31, 2017 and 2016, respectively. Accumulated amortization of deferred technology costs was $104 million and $91 million as of December 31, 2017 and 2016, respectively.
Fair Value
Certain assets and liabilities are required to be recorded at fair value and classified within a fair value hierarchy based on inputs used when measuring fair value. We have an immaterial amount of forward exchange contracts that are adjusted to fair value on a recurring basis.
Other financial instruments, including cash and cash equivalents and short-term investments, are recorded at cost, which approximates fair value because of the short-term maturity and highly liquid nature of these instruments. The fair value of our total debt borrowings were $3.8 billion and $3.7 billion as of December 31, 2017 and 2016, respectively, and was estimated based on quoted market prices.
Accounting for the impairment of long-lived assets (including other intangible assets)
We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Upon such an occurrence, recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to current forecasts of undiscounted future net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized equal to the amount by which the carrying amount of the asset exceeds the fair value of the asset. For long-lived assets held for sale, assets are written down to fair value, less cost to sell. Fair value is determined based on market evidence, discounted cash flows, appraised values or management’s estimates, depending upon the nature of the assets.
For the year ended December 31, 2016, we recorded a non-cash impairment charge of $24 million related to a technology project at our Market and Commodities Intelligence segment in selling and general expenses in our consolidated statement of income.
Goodwill and other indefinite-lived intangible assets
Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. Goodwill and other intangible assets with indefinite lives are not amortized, but instead are tested for impairment annually during the fourth quarter each year, or more frequently if events or changes in circumstances indicate that the asset might be impaired. We have four reporting units with goodwill that are evaluated for impairment.
We initially perform a qualitative analysis evaluating whether any events and circumstances occurred or exist that provide evidence that it is more likely than not that the fair value of any of our reporting units is less than its carrying amount. If, based on our evaluation we do not believe that it is more likely than not that the fair value of any of our reporting units is less than its carrying amount, no quantitative impairment test is performed. Conversely, if the results of our qualitative assessment determine that it is more likely than not that the fair value of any of our reporting units is less than their respective carrying amounts we perform a two-step quantitative impairment test.
When conducting the first step of our two step impairment test to evaluate the recoverability of goodwill at the reporting unit level, the estimated fair value of the reporting unit is compared to its carrying value including goodwill. Fair value of the reporting units are estimated using the income approach, which incorporates the use of the discounted free cash flow (“DCF”) analyses and are corroborated using the market approach, which incorporates the use of revenue and earnings multiples based on market data. The DCF analyses are based on the current operating budgets and estimated long-term growth projections for each reporting unit. Future cash flows are discounted based on a market comparable weighted average cost of capital rate for each reporting unit, adjusted for market and other risks where appropriate. In addition, we analyze any difference between the sum of the fair values of the reporting units and our total market capitalization for reasonableness, taking into account certain factors including control premiums.
If the fair value of the reporting unit is less than the carrying value, a second step is performed which compares the implied fair value of the reporting unit’s goodwill to the carrying value of the goodwill. The fair value of the goodwill is determined based on the difference between the fair value of the reporting unit and the net fair value of the identifiable assets and liabilities of the reporting unit. If the implied fair value of the goodwill is less than the carrying value, the difference is recognized as an impairment charge.
We evaluate the recoverability of indefinite-lived intangible assets by first performing a qualitative analysis evaluating whether any events and circumstances occurred that provide evidence that it is more likely than not that the indefinite-lived asset is impaired. If, based on our evaluation of the events and circumstances that occurred during the year we do not believe that it is more likely than not that the indefinite-lived asset is impaired, no quantitative impairment test is performed. Conversely, if the results of our qualitative assessment determine that it is more likely than not that the indefinite-lived asset is impaired, a quantitative impairment test is performed. If necessary, the impairment test is performed by comparing the estimated fair value of the intangible asset to its carrying value. If the indefinite-lived intangible asset carrying value exceeds its fair value, an impairment analysis is performed using the income approach. An impairment charge is recognized in an amount equal to that excess.
Significant judgments inherent in these analyses include estimating the amount and timing of future cash flows and the selection of appropriate discount rates, royalty rates and long-term growth rate assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit and indefinite-lived intangible asset and could result in an impairment charge, which could be material to our financial position and results of operations.
We performed our impairment assessment of goodwill and indefinite-lived intangible assets and concluded that no impairment existed for the years ended December 31, 2017, 2016 and 2015.
Foreign currency translation
We have operations in many foreign countries. For most international operations, the local currency is the functional currency. For international operations that are determined to be extensions of the parent company, the United States ("U.S.") dollar is the functional currency. For local currency operations, assets and liabilities are translated into U.S. dollars using end of period exchange rates, and revenue and expenses are translated into U.S. dollars using weighted-average exchange rates. Foreign currency translation adjustments are accumulated in a separate component of equity.
Revenue recognition
Revenue is recognized as it is earned when services are rendered. We consider amounts to be earned once evidence of an arrangement has been obtained, services are performed, fees are fixed or determinable and collectability is reasonably assured. Revenue relating to products that provide for more than one deliverable is recognized based upon the relative fair value to the customer of each deliverable as each deliverable is provided. Revenue relating to agreements that provide for more than one service is recognized based upon the relative fair value to the customer of each service component as each component is earned. If the fair value to the customer for each service is not objectively determinable, management makes its best estimate of the services’ stand-alone selling price and records revenue as it is earned over the service period. For arrangements that include multiple services, fair value of the service components are determined using an analysis that considers cash consideration that would be received for instances when the service components are sold separately. Advertising revenue is recognized when the page is run. Subscription income is recognized over the related subscription period.
Depreciation
The costs of property and equipment are depreciated using the straight-line method based upon the following estimated useful lives: buildings and improvements from 15 to 40 years and equipment and furniture from 2 to 10 years. The costs of leasehold improvements are amortized over the lesser of the useful lives or the terms of the respective leases.
Advertising expense
The cost of advertising is expensed as incurred. We incurred $33 million, $35 million and $33 million in advertising costs for the years ended December 31, 2017, 2016 and 2015, respectively.
Stock-based compensation
Stock-based compensation expense is measured at the grant date based on the fair value of the award and is recognized over the requisite service period, which typically is the vesting period. Stock-based compensation is classified as both operating-related expense and selling and general expense in the consolidated statements of income.
Income taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. We recognize liabilities for uncertain tax positions taken or expected to be taken in income tax returns. Accrued interest and penalties related to unrecognized tax benefits are recognized in interest expense and operating expense, respectively.
Judgment is required in determining our provision for income taxes, deferred tax assets and liabilities and unrecognized tax benefits. In determining the need for a valuation allowance, the historical and projected financial performance of the operation that is recording a net deferred tax asset is considered along with any other pertinent information.
We file income tax returns in the U.S. federal jurisdiction, various states, and foreign jurisdictions, and we are routinely under audit by many different tax authorities. We believe that our accrual for tax liabilities is adequate for all open audit years based on our assessment of many factors including past experience and interpretations of tax law. This assessment relies on estimates and assumptions and may involve a series of complex judgments about future events. It is possible that examinations will be settled
prior to December 31, 2018. If any of these tax audit settlements do occur within that period we would make any necessary adjustments to the accrual for unrecognized tax benefits.
For the years ended December 31, 2016 and 2015, we had determined that the undistributed earnings of our foreign subsidiaries were permanently reinvested within those foreign operations. Accordingly, we had not recorded deferred income taxes on these
indefinitely reinvested earnings. As of December 31, 2017, we have approximately $2.6 billion of undistributed earnings of our foreign subsidiaries. As a result of the TCJA, more than 70% of these $2.6 billion earnings will no longer be permanently reinvested. We will continue to permanently reinvest approximately $780 million of these undistributed earnings.
Redeemable Noncontrolling Interest
The agreement with the minority partners of our S&P Dow Jones Indices LLC joint venture established in June of 2012 contains redemption features whereby interests held by our 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. Since redemption of the noncontrolling interest is outside of our control, this interest is presented on our consolidated balance sheets under the caption “Redeemable noncontrolling interest.” If the interest were to be redeemed, we would be required to purchase all of such interest at fair value on the date of redemption. We adjust the redeemable noncontrolling interest each reporting period to its estimated redemption value, but never less than its initial fair value, using a combination of an income and market valuation approach. Our income and market valuation approaches may incorporate Level 3 measures for instances when observable inputs are not available, including assumptions related to expected future net cash flows, long-term growth rates, the timing and nature of tax attributes, and the redemption features. Any adjustments to the redemption value will impact retained income. See Note 9 – Equity for further detail.
Contingencies
We accrue for loss contingencies when both (a) information available prior to issuance of the consolidated financial statements indicates that it is probable that a liability had been incurred at the date of the financial statements and (b) the amount of loss can reasonably be estimated. We continually assess the likelihood of any adverse judgments or outcomes to our contingencies, as well as potential amounts or ranges of probable losses, and recognize a liability, if any, for these contingencies based on an analysis of each matter with the assistance of outside legal counsel and, if applicable, other experts. Because many of these matters are resolved over long periods of time, our estimate of liabilities may change due to new developments, changes in assumptions or changes in our strategy related to the matter. When we accrue for loss contingencies and the reasonable estimate of the loss is within a range, we record our best estimate within the range. We disclose an estimated possible loss or a range of loss when it is at least reasonably possible that a loss may be incurred.
Recent Accounting Standards
In August of 2017, the Financial Accounting Standards Board ("FASB") issued guidance to enhance the hedge accounting model for both nonfinancial and financial risk components, which includes amendments to address certain aspects of recognition and presentation disclosure. The guidance is effective for reporting periods beginning after December 15, 2018. We do not expect this guidance to have a significant impact on our consolidated financial statements.
In May of 2017, the FASB issued guidance that provides clarification on when modification accounting should be used for changes to the terms or conditions of a share-based payment award. This guidance does not change the accounting for modifications but
clarifies when modification accounting guidance should be applied. Under the new guidance, an entity should apply modification accounting in response to a change in the terms and conditions of an entity's share-based payment awards unless three newly specified criteria are met. The guidance is effective for reporting periods beginning after December 15, 2017; however, early adoption is permitted. We do not expect this guidance to have a significant impact on our consolidated financial statements.
In March of 2017, the FASB issued guidance to enhance the presentation of net periodic pension cost and net periodic postretirement benefit cost. The guidance requires employers to report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period, and requires the other components of net periodic pension cost and net periodic postretirement benefit cost to be presented in the income statement separately from the service cost component outside a subtotal of income from operations. Additionally, only the service cost component is eligible for capitalization. The guidance is effective for reporting periods beginning after December 15, 2017; however, early adoption is permitted. The guidance is required to be adopted retrospectively with respect to the income statement presentation requirement and prospectively for the capitalization requirement. The change in capitalization requirement will not have a material impact on our consolidated financial statements.We recorded a benefit of $25 million, $24 million and $3 million in 2017, 2016 and 2015, respectively, related to our net periodic benefit costs for our retirement and postretirement plans. These amounts are not necessarily indicative of future amounts that may arise in years following the implementation of this new guidance. See Note 7 – Employee Benefits for additional information related to our retirement and postretirement plans.
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 is effective for reporting periods beginning after December 15, 2019; however, early adoption is permitted. We do not expect this guidance to have a significant impact on our consolidated financial statements.
In January of 2017, the FASB issued guidance that clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The guidance is effective for reporting periods beginning after December 15, 2017. We do not expect this guidance to have a significant impact on our consolidated financial statements.
In August of 2016, the FASB issued guidance providing amendments to eight specific statement of cash flows classification issues. The guidance is effective for reporting periods beginning after December 15, 2017; however, early adoption is permitted. We do not expect this guidance to have a significant impact on our consolidated financial statements.
In March of 2016, the FASB issued guidance to modify several aspects of accounting for share-based payment transactions, including the accounting for income taxes, forfeitures, statutory tax withholding requirements, as well as classification in the statement of cash flows. This guidance requires recognizing excess tax benefits and deficiencies as income tax expense or benefit in the statement of income, instead of in equity. The guidance was effective on January 1, 2017 and was adopted as follows: 1) prospectively for the recognition of excess tax benefits and deficiencies in the tax provision, 2) retrospectively for the classification of excess tax benefits and deficiencies in the statement of cash flows, and 3) retrospectively for the classification of cash paid for shares withheld to satisfy employee taxes in the statement of cash flows. For the year ended December 31, 2017, excess tax benefits from share-based payments of $72 million were recognized as an income tax benefit in our consolidated statements of income and classified as an operating activity in our consolidated statements of cash flows. For the years ended December 31, 2016 and 2015, we reclassified $41 million and $69 million, respectively, of excess tax benefits from share-based payments from a financing activity to an operating activity in our consolidated statements of cash flows. In addition, cash paid for shares withheld on the employees' behalf of $49 million was classified as a financing activity in our consolidated statements of cash flows for the year ended December 31, 2017. Cash paid for employee taxes of $55 million and $92 million were reclassified from an operating activity to a financing activity in our consolidated statements of cash flows for the years ended December 31, 2016 and 2015, respectively.
In February of 2016, the FASB issued guidance that amends accounting for leases. Under the new guidance, a lessee will recognize assets and liabilities but will recognize expenses similar to current lease accounting. The guidance is effective for reporting periods beginning after December 15, 2018; however, early adoption is permitted. The new guidance must be adopted using a modified retrospective approach to each prior reporting period presented with various optional practical expedients. We are currently evaluating the impact of the adoption of this guidance on our consolidated financial statements.
In January of 2016, the FASB issued guidance to enhance the reporting model for financial instruments, which includes amendments to address certain aspects of recognition, measurement, presentation and disclosure. The guidance is effective for reporting periods beginning after December 15, 2017. We do not expect this guidance to have a significant impact on our consolidated financial statements.
In May of 2014, the FASB and the International Accounting Standards Board (“IASB”) issued jointly a converged standard on the recognition of revenue from contracts with customers, which is intended to improve the financial reporting of revenue and comparability of the top line in financial statements globally. The core principle of the new standard is for the recognition of revenue to depict the transfer of goods or services to customers in amounts that reflect the payment to which the company expects to be entitled in exchange for those goods or services. The new standard will also result in enhanced revenue disclosures, provide guidance for transactions that were not previously addressed comprehensively and improve guidance for multiple-element arrangements. In August of 2015, the FASB issued guidance deferring the effective date of the new revenue standard by one year. Subsequently, the FASB issued implementation guidance related to the new revenue standard, including the following: In March of 2016, the FASB issued guidance to clarify the implementation guidance on principal versus agent considerations; in April of 2016, the FASB clarified guidance on performance obligations and the licensing implementation guidance; in May of 2016, the FASB issued a practical expedient in response to identified implementation issues. The new guidance will be effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. We have completed our evaluation of changes to our accounting policies, business processes, systems and internal controls to support the recognition and disclosure requirements under the new standard. We will adopt the new revenue standard effective January 1,
2018 using the modified retrospective transition method. Based on our analysis, adoption of the new standard will impact: (1) the capitalization of costs to obtain contracts with our customers and the related amortization period of those costs; (2) the timing of when fees for certain Ratings products that are recognized to match when the customer obtains control of the product; 3) the accounting for long-term deferred revenue in our Ratings segment which contain a financing component; and 4) the presentation of sales of certain of our jointly-owned products in our Market and Commodities Intelligence segment, where revenue will be recognized on a gross rather than net basis. The aggregate impact of these adjustments on our opening balance sheet will be an increase to retained earnings of approximately $40 million, with the increase driven primarily by the capitalization of costs to obtain contracts with our customers of approximately $79 million previously expensed, offset by the deferral of income associated with our Ratings products of approximately $14 million previously recognized in revenue, the net impact of recording expense associated with the significant financing component of Ratings' long term deferred revenue of approximately $12 million, and a net increase to the associated deferred tax assets and deferred tax liabilities associated with these adjustments of approximately $13 million.
Reclassification
Certain prior year amounts have been reclassified for comparability purposes.
- Acquisitions and Divestitures
Acquisitions
2017
For the year ended December 31, 2017, we paid cash for acquisitions, net of cash acquired, totaling $83 million. None of our acquisitions were material either individually or in the aggregate, including the pro forma impact on earnings. All acquisitions were funded with cash flows from operations. Acquisitions completed during the year ended December 31, 2017 included:
| • | In August of 2017, we acquired a 6.02% investment in Algomi Limited ("Algomi"), an innovative fintech company focused on providing software-enabled liquidity solutions to both buy-side and sell-side firms within the credit markets. Our investment in Algomi will help facilitate product collaboration and enable future business expansion. We accounted for the investment in Algomi using the cost method of accounting. The investment with Algomi is not material to our consolidated financial statements. |
| • | In June of 2017, CRISIL, included within our Ratings segment, acquired 8.9% of the outstanding shares of CARE Ratings Limited ("CARE") from Canara Bank. CARE is a Securities and Exchange Board of India registered credit rating agency providing various rating and grading services in India whose shares are publicly traded on both the Bombay Stock Exchange and the National Stock Exchange of India. We accounted for the investment in CARE as available-for-sale using the fair value method of accounting. The investment balance as of December 31, 2017 of $54 million is included in other non-current assets in our consolidated balance sheet. The change in the fair value of this investment is reported in accumulated other comprehensive loss in our consolidated balance sheet. The investment in CARE is not material to our consolidated financial statements. |
2016
For the year ended December 31, 2016, we paid cash for acquisitions, net of cash acquired, totaling $177 million. None of our acquisitions were material either individually or in the aggregate, including the pro forma impact on earnings. All acquisitions were funded with cash flows from operations. Acquisitions completed during the year ended December 31, 2016 by segment included:
Market and Commodities Intelligence
| • | In December of 2016, Market and Commodities Intelligence acquired a 2.54% equity investment in Kensho Technologies, Inc. ("Kensho"), a financial technology startup in market data analytics. We accounted for the acquisition of Kensho on a cost basis. Our investment in Kensho is not material to our consolidated financial statements. |
| • | In September of 2016, Market and Commodities Intelligence acquired PIRA Energy Group ("PIRA"), a global provider of energy research and forecasting products and services. The purchase enhances Market and Commodities Intelligence's energy analytical capabilities by expanding its oil offering and strengthening its position in the natural gas and power markets. We accounted for the acquisition of PIRA using the purchase method of accounting. The acquisition of PIRA is not material to our consolidated financial statements. |
| • | In June of 2016, Market and Commodities Intelligence acquired RigData, a provider of daily information on rig activity for the natural gas and oil markets across North America. The purchase enhances Market and Commodities Intelligence's energy analytical capabilities by strengthening its position in natural gas and enhancing its oil offering. We accounted for the acquisition of RigData using the purchase method of accounting. The acquisition of RigData is not material to our consolidated financial statements. |
| • | In March of 2016, Market and Commodities Intelligence acquired Commodity Flow, a specialist technology and business intelligence service for the global waterborne commodity and energy markets. The purchase helps extend Market and Commodities Intelligence's trade flow analytical capabilities and complements its existing shipping services. We accounted for the acquisition of Commodity Flow using the purchase method of accounting. The acquisition of Commodity Flow is not material to our consolidated financial statements. |
Following our acquisition of PIRA, we made a contingent purchase price payment in 2016 for $34 million that has been reflected in the consolidated statement of cash flows as a financing activity.
Following our acquisition of National Automobile Dealers Association's Used Car Guide ("UCG") at J.D. Power in July of 2015, we made a contingent purchase price payment in 2016 for $5 million that has been reflected in the consolidated statement of cash flows as a financing activity.
Indices
| • | In October of 2016, Indices acquired Trucost plc, a leader in carbon and environmental data and risk analysis through its subsidiary S&P Global Indices UK Limited. The purchase will build on Indices' current portfolio of Environmental, Social and Governance solutions. The acquisition of Trucost plc is not material to our consolidated financial statements. |
Ratings
| • | In June of 2016, Ratings acquired a 49% equity investment in Thailand's TRIS Rating Company Limited from its parent company, TRIS Corporation Limited. The transaction extends an existing association between Ratings and TRIS Rating and deepens their commitment to capital markets in Thailand. We accounted for the acquisition of TRIS Rating Company using the equity method of accounting. The equity investment in TRIS Rating is not material to our consolidated financial statements. |
For acquisitions during 2016 that were accounted for using the purchase method, the excess of the purchase price over the fair value of the net assets acquired is allocated to goodwill and other intangibles. The goodwill recognized on our acquisitions is largely attributable to anticipated operational synergies and growth opportunities as a result of the acquisition. The intangible assets, excluding goodwill and indefinite-lived intangibles, will be amortized over their anticipated useful lives between 3 and 10 years which will be determined when we finalize our purchase price allocations. The goodwill for PIRA and RigData is expected to be deductible for tax purposes.
2015
For the year ended December 31, 2015, we paid cash for acquisitions, net of cash acquired, totaling $2.4 billion. We used the net proceeds of our $2.0 billion of senior notes issued in August of 2015 and cash on hand to finance the acquisition of SNL. All other acquisitions were funded with cash flows from operations. Acquisitions completed during the year ended December 31, 2015 by segment included:
Market and Commodities Intelligence
| • | In September of 2015, we acquired SNL Financial LC ("SNL") for $2.2 billion. SNL is a global provider of news, data, and analytical tools to five sectors in the global economy: financial services, real estate, energy, media & communications, and metals & mining. SNL delivers information through its suite of web, mobile and direct data feed platforms that helps clients, including investment and commercial banks, investors, corporations, and regulators make decisions, improve efficiency, and manage risk. See below for further detail related to this transaction. |
| • | In July of 2015, we acquired the entire issued share capital of Petromedia Ltd and its operating subsidiaries (“Petromedia”), an independent provider of data, intelligence, news and tools to the global fuels market that offers a suite of products that provides clients with actionable data and intelligence that enable informed decisions, minimize risk and increase efficiency. We accounted for the acquisition of Petromedia using the purchase method of accounting. The acquisition of Petromedia is not material to our consolidated financial statements. |
Following our acquisition of UCG at J.D. Power in July of 2015, we made a contingent purchase price payment in 2015 for $5 million that has been reflected in the consolidated statement of cash flows as a financing activity.
For acquisitions during 2015 that were accounted for using the purchase method, the excess of the purchase price over the fair value of the net assets acquired is allocated to goodwill and other intangibles. Intangible assets recorded for all transactions are amortized using the straight-line method for periods not exceeding 18 years.
Acquisition of SNL
Acquisition-Related Expenses
During the year ended December 31, 2015, the Company incurred approximately $37 million of acquisition-related costs related to the acquisition of SNL. These expenses are included in selling and general expenses in our consolidated statements of income.
Allocation of Purchase Price
Our acquisition of SNL was accounted for using the purchase method. Under the purchase method, the excess of the purchase price over the fair value of the net assets acquired is allocated to goodwill and other intangibles. The goodwill recognized is largely attributable to anticipated operational synergies and growth opportunities as a result of the acquisition. The intangible assets, excluding goodwill and indefinite-lived intangibles, will be amortized over their anticipated useful lives between 10 and 18 years. The goodwill is expected to be deductible for tax purposes.
The following table presents the final allocation of purchase price to the assets and liabilities of SNL as a result of the acquisition.
| (in millions) | |||
| Current assets | $ | 29 | |
| Property, plant and equipment | 19 | ||
| Goodwill | 1,574 | ||
| Other intangible assets, net: | |||
| Databases and software | 421 | ||
| Customer relationships | 162 | ||
| Tradenames | 185 | ||
| Other intangibles | 4 | ||
| Other intangible assets, net | 772 | ||
| Other non-current assets | 1 | ||
| Total assets acquired | 2,395 | ||
| Current liabilities | (43 | ) | |
| Unearned revenue | (117 | ) | |
| Other non-current liabilities | (1 | ) | |
| Total liabilities acquired | (161 | ) | |
| Net assets acquired | $ | 2,234 |
Supplemental Pro Forma Information
Supplemental information on an unaudited pro forma basis is presented below for the year ended December 31, 2015 as if the acquisition of SNL occurred on January 1, 2015. The pro forma financial information is presented for comparative purposes only, based on estimates and assumptions, which the Company believes to be reasonable but not necessarily indicative of the consolidated financial position or results of operations in future periods or the results that actually would have been realized had this acquisition
been completed at the beginning of 2015. The unaudited pro forma information includes intangible asset charges and incremental borrowing costs as a result of the acquisition, net of related tax, estimated using the Company's effective tax rate for continuing operations for the periods presented.
| (in millions) | Year Ended | ||
| December 31, 2015 | |||
| Pro forma revenue | $ | 5,477 | |
| Pro forma net income | $ | 1,258 |
Non-cash investing activities
Liabilities assumed in conjunction with our acquisitions are as follows:
| (in millions) | Year ended December 31, | ||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Fair value of assets acquired | $ | 83 | $ | 253 | $ | 2,576 | |||||
| Cash paid (net of cash acquired) | 83 | 211 | 2,401 | ||||||||
| Liabilities assumed | $ | — | $ | 42 | $ | 175 |
Divestitures - Continuing Operations
2017
In April of 2017, we signed a letter of intent to sell our facility at East Windsor, New Jersey. The fixed assets of the facility of $5 million have been classified as held for sale, which is included in prepaid and other current assets in our consolidated balance sheet as of December 31, 2017.
In January of 2017, we completed the sale of Quant House SAS ("QuantHouse"), included in our Market and Commodities Intelligence segment, to QH Holdco, an independent third party. In November of 2016, we entered into a put option agreement that gave the Company the right, but not the obligation, to put the entire share capital of QuantHouse to QH Holdco. As a result, we classified the assets and liabilities of QuantHouse, net of our costs to sell, as held for sale, which were included in prepaid and other current assets and other current liabilities, respectively, in our consolidated balance sheet as of December 31, 2016 resulting in an aggregate loss of $31 million. On January 4, 2017, we exercised the put option, thereby entering into a definitive agreement to sell QuantHouse to QH Holdco. On January 9, 2017, we completed the sale of QuantHouse to QH Holdco.
The components of assets and liabilities held for sale related to QuantHouse, which were included in prepaid and other current assets and other current liabilities in the consolidated balance sheet, consist of the following:
| (in millions) | December 31, 2016 | ||
| Accounts receivable, net | $ | 4 | |
| Other assets | 3 | ||
| Assets of a business held for sale | $ | 7 | |
| Accounts payable and accrued expenses | $ | 3 | |
| Unearned revenue | 7 | ||
| Other liabilities | 35 | ||
| Liabilities of a business held for sale | $ | 45 |
2016
During the year ended December 31, 2016, we completed the following dispositions that resulted in a net pre-tax gain of $1.1 billion, which was included in gain on dispositions in the consolidated statement of income:
| • | In October of 2016, we completed the sale of Standard & Poor's Securities Evaluations, Inc. ("SPSE") and Credit Market Analysis ("CMA"), two businesses within our Market and Commodities Intelligence segment, for $425 million in cash to Intercontinental Exchange, an operator of global exchanges, clearing houses and data services. During the year ended December 31, 2016, we recorded a pre-tax gain of $364 million ($297 million after-tax) in gain on dispositions in the consolidated statement of income related to the sale of SPSE and CMA. Additionally, in October of 2016, we completed the sale of Equity and Fund Research ("Equity Research") to CFRA, a leading independent provider of forensic accounting research, analytics and advisory services. During the year ended December 31, 2016, we recorded a pre-tax gain of $9 million ($5 million after-tax) in gain on dispositions in the consolidated statement of income related to the sale of Equity Research. |
| • | In September of 2016, we completed the sale of J.D. Power, included within our Market and Commodities Intelligence segment, for $1.1 billion to XIO Group, a global alternative investments firm headquartered in London. During the year ended December 31, 2016, we recorded a pre-tax gain of $728 million ($516 million after-tax) in gain on dispositions in the consolidated statement of income related to the sale of J.D. Power. |
2015
During the year ended December 31, 2015, we recorded a pre-tax gain of $11 million in gain on dispositions in the consolidated statement of income related to the sale of our interest in a legacy McGraw Hill Construction investment.
The operating profit of our businesses that were disposed of or held for sale for the years ending December 31, 2017, 2016, and 2015 is as follows:
| (in millions) | Year ended December 31, | ||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Operating profit 1 | $ | — | $ | 62 | $ | 85 |
1 The year ended December 31, 2016 excludes a pre-tax gain of $1.1 billion on our dispositions.
- Goodwill and Other Intangible Assets
Goodwill
Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets of businesses acquired.
The change in the carrying amount of goodwill by segment is shown below:
| (in millions) | Ratings | Market and Commodities Intelligence | Indices | Total | |||||||||||
| Balance as of December 31, 2015 | $ | 114 | $ | 2,392 | $ | 376 | $ | 2,882 | |||||||
| Acquisitions | — | 106 | 7 | 113 | |||||||||||
| Dispositions | — | (35 | ) | — | (35 | ) | |||||||||
| Other 1 | (5 | ) | (6 | ) | — | (11 | ) | ||||||||
| Balance as of December 31, 2016 | 109 | 2,457 | 383 | 2,949 | |||||||||||
| Other 1 | 5 | 27 | 8 | 40 | |||||||||||
| Balance as of December 31, 2017 | $ | 114 | $ | 2,484 | $ | 391 | $ | 2,989 |
| 1 | Primarily relates to the impact of foreign exchange and valuation adjustments for prior period acquisitions. 2016 includes adjustments related to SNL and Petromedia. 2017 includes adjustments related to PIRA, Trucost, RigData and Commodity Flow. |
Goodwill additions and dispositions in the table above relate to transactions discussed in Note 2 – Acquisitions and Divestitures.
Other Intangible Assets
Other intangible assets include both indefinite-lived assets not subject to amortization and definite-lived assets subject to amortization. We have indefinite-lived assets with a carrying value of $714 million as of December 31, 2017 and 2016 that consist of the following:
| • | $380 million and $90 million for Dow Jones Indices intellectual property and the Dow Jones tradename, respectively, that we recorded as part of the transaction to form S&P Dow Jones Indices LLC in 2012. |
| • | $185 million within our Market and Commodities Intelligence segment for the SNL tradename. |
| • | $59 million within our Indices segment for the Goldman Sachs Commodity Index intellectual property and the Broad Market Indices intellectual property. |
The following table summarizes our definite-lived intangible assets:
| (in millions) | |||||||||||||||||||||||
| Cost | Databases and software | Content | Customer relationships | Tradenames | Other intangibles | Total | |||||||||||||||||
| Balance as of December 31, 2015 | $ | 510 | $ | 139 | $ | 168 | $ | 47 | $ | 269 | $ | 1,133 | |||||||||||
| Acquisitions | — | — | — | — | 98 | 98 | |||||||||||||||||
| Dispositions | — | — | — | (2 | ) | (8 | ) | (10 | ) | ||||||||||||||
| Impairment 1 | (2 | ) | — | — | — | (22 | ) | (24 | ) | ||||||||||||||
| Reclassifications | — | — | 165 | 1 | (166 | ) | — | ||||||||||||||||
| Other (primarily Fx) | (2 | ) | — | (3 | ) | (1 | ) | (8 | ) | (14 | ) | ||||||||||||
| Balance as of December 31, 2016 | 506 | 139 | 330 | 45 | 163 | 1,183 | |||||||||||||||||
| Dispositions | (4 | ) | — | (2 | ) | — | — | (6 | ) | ||||||||||||||
| Other 2 | 52 | — | 19 | 5 | (86 | ) | (10 | ) | |||||||||||||||
| Balance as of December 31, 2017 | $ | 554 | $ | 139 | $ | 347 | $ | 50 | $ | 77 | $ | 1,167 | |||||||||||
| Accumulated amortization | |||||||||||||||||||||||
| Balance as of December 31, 2015 | $ | 88 | $ | 73 | $ | 60 | $ | 36 | $ | 67 | $ | 324 | |||||||||||
| Current year amortization | 47 | 14 | 21 | 2 | 12 | 96 | |||||||||||||||||
| Dispositions | — | — | — | (1 | ) | (6 | ) | (7 | ) | ||||||||||||||
| Impairment 1 | (2 | ) | — | — | — | (10 | ) | (12 | ) | ||||||||||||||
| Reclassifications | 2 | — | 5 | — | (7 | ) | — | ||||||||||||||||
| Other (primarily Fx) | (3 | ) | — | (2 | ) | (1 | ) | (4 | ) | (10 | ) | ||||||||||||
| Balance as of December 31, 2016 | 132 | 87 | 84 | 36 | 52 | 391 | |||||||||||||||||
| Current year amortization | 52 | 14 | 22 | 4 | 6 | 98 | |||||||||||||||||
| Dispositions | (3 | ) | — | (2 | ) | — | (1 | ) | (6 | ) | |||||||||||||
| Reclassifications | 2 | — | 1 | 1 | (4 | ) | — | ||||||||||||||||
| Other (primarily Fx) | 4 | — | 1 | 1 | 4 | 10 | |||||||||||||||||
| Balance as of December 31, 2017 | $ | 187 | $ | 101 | $ | 106 | $ | 42 | $ | 57 | $ | 493 | |||||||||||
| Net definite-lived intangibles: | |||||||||||||||||||||||
| December 31, 2016 | $ | 374 | $ | 52 | $ | 246 | $ | 9 | $ | 111 | $ | 792 | |||||||||||
| December 31, 2017 | $ | 367 | $ | 38 | $ | 241 | $ | 8 | $ | 20 | $ | 674 |
| 1 | Relates to a technology-related impairment charge at Market and Commodities Intelligence and recorded in selling and general expenses in the consolidated statement of income. |
| 2 | Primarily relates to the impact of foreign exchange and valuation adjustments for prior period acquisitions. 2017 includes adjustments related to PIRA, Trucost, RigData and Commodity Flow. |
Definite-lived intangible assets are being amortized on a straight-line basis over periods of up to 20 years. The weighted-average life of the intangible assets as of December 31, 2017 is approximately 12 years.
Amortization expense for the years ended December 31, 2017, 2016 and 2015 was $98 million, $96 million, and $67 million, respectively. Expected amortization expense for intangible assets over the next five years for the years ended December 31, assuming no further acquisitions or dispositions, is as follows:
| (in millions) | 2018 | 2019 | 2020 | 2021 | 2022 | ||||||||||||||
| Amortization expense | $ | 95 | $ | 88 | $ | 82 | $ | 70 | $ | 68 |
- Taxes on Income
Comprehensive tax legislation enacted through the Tax Cuts and Jobs Act (“TCJA”) on December 22, 2017, significantly modified U.S. corporate income tax law. Provisional amounts have been recorded in our financial statements based on the Company’s initial analysis of the TCJA. The Company may adjust these amounts in future periods if our interpretation of the TCJA changes or as additional guidance from the U.S. Treasury becomes available. As a result of the TCJA, a provisional amount of $149 million has been recorded which reflects a one-time tax charge of approximately $173 million on the deemed repatriation of foreign earnings and a one-time tax benefit of approximately $24 million in respect of the re-valuation of net U.S. deferred tax liabilities at the reduced corporate income tax rate.
Income before taxes on income resulting from domestic and foreign operations is as follows:
| (in millions) | Year Ended December 31, | ||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Domestic operations | $ | 1,723 | $ | 2,585 | $ | 1,266 | |||||
| Foreign operations | 738 | 603 | 549 | ||||||||
| Total income before taxes | $ | 2,461 | $ | 3,188 | $ | 1,815 |
The provision for taxes on income consists of the following:
| (in millions) | Year Ended December 31, | ||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Federal: | |||||||||||
| Current | $ | 489 | $ | 641 | $ | 90 | |||||
| Deferred | 63 | 79 | 276 | ||||||||
| Total federal | 552 | 720 | 366 | ||||||||
| Foreign: | |||||||||||
| Current | 194 | 133 | 111 | ||||||||
| Deferred | (3 | ) | (4 | ) | (1 | ) | |||||
| Total foreign | 191 | 129 | 110 | ||||||||
| State and local: | |||||||||||
| Current | 73 | 99 | 34 | ||||||||
| Deferred | 7 | 12 | 37 | ||||||||
| Total state and local | 80 | 111 | 71 | ||||||||
| Total provision for taxes | $ | 823 | $ | 960 | $ | 547 |
A reconciliation of the U.S. federal statutory income tax rate to our effective income tax rate for financial reporting purposes is as follows:
| Year Ended December 31, | ||||||||
| 2017 | 2016 | 2015 | ||||||
| U.S. federal statutory income tax rate | 35.0 | % | 35.0 | % | 35.0 | % | ||
| State and local income taxes | 2.5 | 2.7 | 2.6 | |||||
| Divestitures | — | (4.3 | ) | — | ||||
| Foreign operations | (3.9 | ) | (2.0 | ) | (3.2 | ) | ||
| Impact of TCJA | 6.0 | — | — | |||||
| Stock-based compensation | (2.7 | ) | — | — | ||||
| S&P Dow Jones Indices LLC joint venture | (1.8 | ) | (1.2 | ) | (2.0 | ) | ||
| Tax credits and incentives | (2.1 | ) | (1.6 | ) | (2.9 | ) | ||
| Other, net | 0.4 | 1.5 | 0.6 | |||||
| Effective income tax rate | 33.4 | % | 30.1 | % | 30.1 | % |
The principal temporary differences between the accounting for income and expenses for financial reporting and income tax purposes are as follows:
| (in millions) | December 31, | ||||||
| 2017 | 2016 | ||||||
| Deferred tax assets: | |||||||
| Legal and regulatory settlements | $ | 27 | $ | 23 | |||
| Employee compensation | 50 | 78 | |||||
| Accrued expenses | 47 | 87 | |||||
| Postretirement benefits | 34 | 105 | |||||
| Unearned revenue | 26 | 33 | |||||
| Allowance for doubtful accounts | 8 | 11 | |||||
| Loss carryforwards | 135 | 112 | |||||
| Other | 45 | 3 | |||||
| Total deferred tax assets | 372 | 452 | |||||
| Deferred tax liabilities: | |||||||
| Goodwill and intangible assets | (249 | ) | (320 | ) | |||
| Fixed assets | (4 | ) | (3 | ) | |||
| Other | — | — | |||||
| Total deferred tax liabilities | (253 | ) | (323 | ) | |||
| Net deferred income tax asset before valuation allowance | 119 | 129 | |||||
| Valuation allowance | (127 | ) | (116 | ) | |||
| Net deferred income tax (liability) asset | $ | (8 | ) | $ | 13 | ||
| Reported as: | |||||||
| Non-current deferred tax assets | $ | 59 | $ | 61 | |||
| Non-current deferred tax liabilities | (67 | ) | (48 | ) | |||
| Net deferred income tax (liability) asset | $ | (8 | ) | $ | 13 |
We record valuation allowances against deferred income tax assets when we determine that it is more likely than not that such deferred income tax assets will not be realized based upon all the available evidence. The valuation allowance is primarily related to operating losses.
We have not recorded deferred income taxes applicable to undistributed earnings of foreign subsidiaries that are indefinitely reinvested in foreign operations. Undistributed earnings that are indefinitely reinvested in foreign operations amounted to $780
million at December 31, 2017. Quantification of the deferred tax liability, if any, associated with indefinitely reinvested earnings is not practicable.
We made net income tax payments for continuing and discontinued operations totaling $709 million in 2017, $683 million in 2016, and $260 million in 2015. As of December 31, 2017, we had net operating loss carryforwards of $564 million, of which a major portion has an unlimited carryover period under current law.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
| (in millions) | Year ended December 31, | ||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Balance at beginning of year | $ | 221 | $ | 162 | $ | 155 | |||||
| Additions based on tax positions related to the current year | 23 | 48 | 24 | ||||||||
| Additions for tax positions of prior years | 17 | 20 | 16 | ||||||||
| Reduction for tax positions of prior years | (32 | ) | (3 | ) | (15 | ) | |||||
| Reduction for settlements | (5 | ) | (6 | ) | (18 | ) | |||||
| Expiration of applicable statutes of limitations | (12 | ) | — | — | |||||||
| Balance at end of year | $ | 212 | $ | 221 | $ | 162 |
The total amount of federal, state and local, and foreign unrecognized tax benefits as of December 31, 2017, 2016 and 2015 was $212 million, $221 million and $162 million, respectively, exclusive of interest and penalties. During the period ending December 31, 2017, the change in unrecognized tax benefits resulted in a net reduction of tax expense of $4 million.
We recognize accrued interest and penalties related to unrecognized tax benefits in interest expense and operating-related expense, respectively. In addition to the unrecognized tax benefits, as of December 31, 2017 and 2016, we had $59 million and $44 million, respectively, of accrued interest and penalties associated with unrecognized tax benefits. Based on the current status of income tax audits, we believe that the total amount of unrecognized tax benefits on the balance sheet may be reduced by up to approximately $60 million in the next twelve months as a result of the resolution of local tax examinations.
The U.S. federal income tax audits for 2016 and 2015 are in process. During 2017, we completed various state and foreign tax audits and, with few exceptions, we are no longer subject to federal, state and local, or non-U.S. income tax examinations by tax authorities for the years before 2010. The impact to tax expense in 2017, 2016 and 2015 was not material.
We file income tax returns in the U.S. federal jurisdiction, various states, and foreign jurisdictions, and we are routinely under audit by many different tax authorities. We believe that our accrual for tax liabilities is adequate for all open audit years based on an assessment of many factors including past experience and interpretations of tax law. This assessment relies on estimates and assumptions and may involve a series of complex judgments about future events. It is possible that tax examinations will be settled prior to December 31, 2018. If any of these tax audit settlements do occur within that period, we would make any necessary adjustments to the accrual for unrecognized tax benefits.
- Debt
A summary of short-term and long-term debt outstanding is as follows:
| (in millions) | December 31, | ||||||
| 2017 | 2016 | ||||||
| 2.5% Senior Notes, due 2018 1 | $ | 399 | $ | 398 | |||
| 3.3% Senior Notes, due 2020 2 | 697 | 696 | |||||
| 4.0% Senior Notes, due 2025 3 | 692 | 691 | |||||
| 4.4% Senior Notes, due 2026 4 | 892 | 891 | |||||
| 2.95% Senior Notes, due 2027 5 | 493 | 492 | |||||
| 6.55% Senior Notes, due 2037 6 | 396 | 396 | |||||
| Total debt | 3,569 | 3,564 | |||||
| Less: short-term debt including current maturities | 399 | — | |||||
| Long-term debt | $ | 3,170 | $ | 3,564 |
| 1 | Interest payments are due semiannually on February 15 and August 15, and as of December 31, 2017, the unamortized debt discount and issuance costs total $1 million. |
| 2 | Interest payments are due semiannually on February 14 and August 14, and as of December 31, 2017, the unamortized debt discount and issuance costs total $3 million. |
| 3 | Interest payments are due semiannually on June 15 and December 15, and as of December 31, 2017, the unamortized debt discount and issuance costs total $8 million. |
| 4 | Interest payments are due semiannually on February 15 and August 15, and as of December 31, 2017, the unamortized debt discount and issuance costs total $8 million. |
| 5 | Interest payments are due semiannually on January 22 and July 22, and as of December 31, 2017, the unamortized debt discount and issuance costs total $7 million. |
| 6 | Interest payments are due semiannually on May 15 and November 15, and as of December 31, 2017, the unamortized debt discount and issuance costs total $4 million. |
Annual debt maturities are scheduled as follows based on book values as of December 31, 2017: $399 million due in 2018, no amounts due in 2019, $697 million due in 2020, no amounts due in 2021, and $2.5 billion due thereafter.
On September 22, 2016, we issued $500 million of 2.95% senior notes due in 2027. The notes are fully and unconditionally guaranteed by our wholly-owned subsidiary, Standard & Poor's Financial Services LLC. We used the net proceeds to fund the $400 million early repayment of our 5.9% senior notes due in 2017 on October 20, 2016, and intend to use the balance for general corporate purposes.
On August 18, 2015, we issued $2.0 billion of senior notes consisting of $400 million of 2.5% senior notes due in 2018, $700 million of 3.3% senior notes due in 2020 and $900 million of 4.4% senior notes due in 2026. The notes are fully and unconditionally guaranteed by our wholly-owned subsidiary, Standard & Poor's Financial Services LLC. We used the net proceeds to finance the acquisition of SNL.
On May 26, 2015, we issued $700 million of 4.0% senior notes due in 2025 and used a portion of the net proceeds for the repayment of short-term debt, including commercial paper. The 4.0% senior notes will mature on June 15, 2025 and are fully and unconditionally guaranteed by our wholly-owned subsidiary, Standard & Poor's Financial Services LLC.
On June 30, 2017, we entered into a revolving $1.2 billion five-year credit agreement (our "credit facility") that will terminate on June 30, 2022. This credit facility replaced our $1.2 billion five-year credit facility that was scheduled to terminate on June 30, 2020. The previous credit facility was canceled immediately after the new credit facility became effective. There were no outstanding borrowings under the previous credit facility when it was replaced.
We have the ability to borrow a total of $1.2 billion through our commercial paper program, which is supported by our credit facility. There were no commercial paper borrowings outstanding as of December 31, 2017 and 2016.
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 12.5 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.
| 6. | 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 December 31, 2017 and December 31, 2016, we have entered into foreign exchange forward contracts to mitigate or hedge the effect of adverse fluctuations in foreign currency exchange rates. Foreign currency forward 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 December 31, 2017, 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 December 31, 2017, the aggregate notional value of these outstanding forward contracts was $130 million. The changes in fair value of these forward contracts are recorded in prepaid and other assets in the consolidated balance sheet with their corresponding change in fair value recognized into selling and general expenses in the consolidated statement of income. The net gain recorded in selling and general expense for the year ended December 31, 2017 related to these contracts was $3 million.
Cash Flow Hedges
During the three months ended March 31, 2017 and December 31, 2017, we entered into a series of foreign exchange forward contracts to hedge a portion of our Indian rupee, British pound, and Euro exposures through the fourth quarter of 2017 and 2018, respectively. These contracts are intended to offset the impact of the 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.
During the three months ended March 31, 2016, we entered into a series of foreign exchange forward contracts to hedge a portion of our Indian Rupee exposure through the fourth quarter of 2016. These contracts were intended to offset the impact of the movement of exchange rates on future operating costs and matured at the end of each quarter during 2016. The changes in the fair value of these contracts were initially reported in accumulated other comprehensive loss in our consolidated balance sheet and subsequently reclassified into selling and general expenses in the same period that the hedge contract matures.
As of December 31, 2017, we estimate that $2 million of the net gains 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. There was no material hedge ineffectiveness for the year ended December 31, 2017.
As of December 31, 2017 and December 31, 2016, the aggregate notional value of our outstanding foreign currency forward contracts designated as cash flow hedges was $307 million and $65 million, respectively.
The following table provides information on the location and fair value amounts of our cash flow hedges as of December 31, 2017 and December 31, 2016:
| (in millions) | December 31, | December 31, | ||||||
| Balance Sheet Location | 2017 | 2016 | ||||||
| Derivatives designated as cash flow hedges: | ||||||||
| Prepaid and other current assets | Foreign exchange forward contracts | $ | 3 | $ | 3 |
The following table provides information on the location and amounts of pre-tax gains (losses) on our cash flow hedges for the years ended December 31:
| (in millions) | Gain (Loss) Recognized in Accumulated Other Comprehensive Loss (effective portion) | Location of Gain Reclassified from Accumulated Other Comprehensive Loss into Income (effective portion) | Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (effective portion) | ||||||||||||||||||||||
| Cash flow hedges - designated as hedging instruments | 2017 | 2016 | 2015 | 2017 | 2016 | 2015 | |||||||||||||||||||
| Foreign exchange forward contracts | $ | — | $ | 3 | $ | — | Selling and general expenses | $ | 9 | $ | 4 | $ | — |
The activity related to the change in unrealized gains (losses) in accumulated other comprehensive loss was as follows for the years ended December 31:
| (in millions) | Year ended December 31, | ||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Net unrealized gains (losses) on cash flow hedges, net of taxes, beginning of year | $ | 2 | $ | (1 | ) | $ | (1 | ) | |||
| Change in fair value, net of tax | 9 | 7 | — | ||||||||
| Reclassification into earnings, net of tax | (9 | ) | (4 | ) | — | ||||||
| Net unrealized gains (losses) on cash flow hedges, net of taxes, end of year | $ | 2 | $ | 2 | $ | (1 | ) |
- Employee Benefits
We maintain a number of active defined contribution retirement plans for our employees. The majority of our defined benefit plans are frozen. As a result, no new employees will be permitted to enter these plans and no additional benefits for current participants in the frozen plans will be accrued.
We also have supplemental benefit plans that provide senior management with supplemental retirement, disability and death benefits. Certain supplemental retirement benefits are based on final monthly earnings. In addition, we sponsor voluntary 401(k) plans under which we may match employee contributions up to certain levels of compensation as well as profit-sharing plans under which we contribute a percentage of eligible employees' compensation to the employees' accounts.
We also provide certain medical, dental and life insurance benefits for active and retired employees and eligible dependents. The medical and dental plans and supplemental life insurance plan are contributory, while the basic life insurance plan is noncontributory. We currently do not prefund any of these plans.
We recognize the funded status of our retirement and postretirement plans in the consolidated balance sheets, with a corresponding adjustment to accumulated other comprehensive loss, net of taxes. The amounts in accumulated other comprehensive loss represent net unrecognized actuarial losses and unrecognized prior service costs. These amounts will be subsequently recognized as net periodic pension cost pursuant to our accounting policy for amortizing such amounts.
Benefit Obligation
A summary of the benefit obligation and the fair value of plan assets, as well as the funded status for the retirement and postretirement plans as of December 31, 2017 and 2016, is as follows (benefits paid in the table below include only those amounts contributed directly to or paid directly from plan assets):
| (in millions) | Retirement Plans | Postretirement Plans | |||||||||||||
| 2017 | 2016 | 2017 | 2016 | ||||||||||||
| Net benefit obligation at beginning of year | $ | 2,260 | $ | 2,199 | $ | 57 | $ | 80 | |||||||
| Service cost | 3 | 3 | — | — | |||||||||||
| Interest cost | 74 | 78 | 2 | 2 | |||||||||||
| Plan participants’ contributions | — | — | 3 | 4 | |||||||||||
| Actuarial loss (gain) | 107 | 196 | (5 | ) | (6 | ) | |||||||||
| Gross benefits paid | (110 | ) | (121 | ) | (8 | ) | (10 | ) | |||||||
| Foreign currency effect | 38 | (75 | ) | — | — | ||||||||||
| Other adjustments 1 | (43 | ) | (20 | ) | — | (13 | ) | ||||||||
| Net benefit obligation at end of year | 2,329 | 2,260 | 49 | 57 | |||||||||||
| Fair value of plan assets at beginning of year | 2,073 | 2,023 | — | — | |||||||||||
| Actual return on plan assets | 263 | 259 | — | — | |||||||||||
| Employer contributions | 8 | 8 | 25 | 6 | |||||||||||
| Plan participants’ contributions | — | — | 3 | 4 | |||||||||||
| Gross benefits paid | (110 | ) | (121 | ) | (8 | ) | (10 | ) | |||||||
| Foreign currency effect | 31 | (74 | ) | — | |||||||||||
| Other adjustments | (46 | ) | (22 | ) | — | ||||||||||
| Fair value of plan assets at end of year | 2,219 | 2,073 | 20 | — | |||||||||||
| Funded status | $ | (110 | ) | $ | (187 | ) | $ | (29 | ) | $ | (57 | ) | |||
| Amounts recognized in consolidated balance sheets: | |||||||||||||||
| Non-current assets | $ | 114 | $ | 46 | $ | — | $ | — | |||||||
| Current liabilities | (9 | ) | (8 | ) | — | (8 | ) | ||||||||
| Non-current liabilities | (215 | ) | (225 | ) | (29 | ) | (49 | ) | |||||||
| $ | (110 | ) | $ | (187 | ) | $ | (29 | ) | $ | (57 | ) | ||||
| Accumulated benefit obligation | $ | 2,319 | $ | 2,251 | |||||||||||
| Plans with accumulated benefit obligation in excess of the fair value of plan assets: | |||||||||||||||
| Projected benefit obligation | $ | 224 | $ | 674 | |||||||||||
| Accumulated benefit obligation | $ | 214 | $ | 665 | |||||||||||
| Fair value of plan assets | $ | — | $ | 441 | |||||||||||
| Amounts recognized in accumulated other comprehensive loss, net of tax: | |||||||||||||||
| Net actuarial loss (gain) | $ | 451 | $ | 483 | $ | (37 | ) | $ | (35 | ) | |||||
| Prior service credit | 1 | 1 | (12 | ) | (13 | ) | |||||||||
| Total recognized | $ | 452 | $ | 484 | $ | (49 | ) | $ | (48 | ) |
| 1 | Relates to the impact of retiree annuity purchases. |
The actuarial loss included in accumulated other comprehensive loss for our retirement plans and expected to be recognized in net periodic pension cost during the year ending December 31, 2018 is $19 million. There is no prior service credit included in accumulated other comprehensive loss for our retirement plans expected to be recognized in net periodic benefit cost during the year ending December 31, 2018.
There is an immaterial amount of actuarial loss and prior service credit included in accumulated other comprehensive loss for our postretirement plans expected to be recognized in net periodic benefit cost during the year ending December 31, 2018.
Net Periodic Benefit Cost
For purposes of determining annual pension cost, prior service costs are being amortized straight-line over the average expected remaining lifetime of plan participants expected to receive benefits.
A summary of net periodic benefit cost for our retirement and postretirement plans for the years ended December 31, is as follows:
| (in millions) | Retirement Plans | Postretirement Plans | |||||||||||||||||||||
| 2017 | 2016 | 2015 | 2017 | 2016 | 2015 | ||||||||||||||||||
| Service cost | $ | 3 | $ | 3 | $ | 6 | $ | — | $ | — | $ | — | |||||||||||
| Interest cost | 74 | 78 | 96 | 2 | 2 | 3 | |||||||||||||||||
| Expected return on assets | (126 | ) | (122 | ) | (127 | ) | — | — | — | ||||||||||||||
| Amortization of: | |||||||||||||||||||||||
| Actuarial loss (gain) | 18 | 16 | 20 | (2 | ) | (1 | ) | — | |||||||||||||||
| Prior service (credit) cost | — | — | — | (2 | ) | — | (1 | ) | |||||||||||||||
| Other 1 | 8 | — | — | — | — | — | |||||||||||||||||
| Net periodic benefit cost | $ | (23 | ) | $ | (25 | ) | $ | (5 | ) | $ | (2 | ) | $ | 1 | $ | 2 |
| 1 | Represents a charge related to our U.K retirement plan. |
Our U.K. retirement plan accounted for a benefit of $6 million in 2017, $10 million in 2016, and $10 million in 2015 of the net periodic benefit cost attributable to the funded plans.
Other changes in plan assets and benefit obligations recognized in other comprehensive income, net of tax for the years ended December 31, are as follows:
| (in millions) | Retirement Plans | Postretirement Plans | |||||||||||||||||||||
| 2017 | 2016 | 2015 | 2017 | 2016 | 2015 | ||||||||||||||||||
| Net actuarial (gain) loss | $ | (20 | ) | $ | 60 | $ | (6 | ) | $ | (3 | ) | $ | (12 | ) | $ | (17 | ) | ||||||
| Recognized actuarial (gain) loss | (12 | ) | (10 | ) | (13 | ) | 1 | 1 | — | ||||||||||||||
| Prior service (credit) cost | — | — | — | 1 | (8 | ) | 1 | ||||||||||||||||
| Other 1 | (7 | ) | |||||||||||||||||||||
| Total recognized | $ | (39 | ) | $ | 50 | $ | (19 | ) | $ | (1 | ) | $ | (19 | ) | $ | (16 | ) |
| 1 | Represents a charge related to our U.K retirement plan. |
The total cost for our retirement plans was $70 million for 2017, $69 million for 2016 and $91 million for 2015. Included in the total retirement plans cost are defined contribution plans cost of $70 million for 2017, $65 million for 2016 and $67 million for 2015.
Assumptions
| Retirement Plans | Postretirement Plans | ||||||||||||||||
| 2017 | 2016 | 2015 | 2017 | 2016 | 2015 | ||||||||||||
| Benefit obligation: | |||||||||||||||||
| Discount rate 2 | 3.68 | % | 4.14 | % | 4.47 | % | 3.40 | % | 3.69 | % | 3.90 | % | |||||
| Net periodic cost: | |||||||||||||||||
| Weighted-average healthcare cost rate 1 | 7.00 | % | 7.00 | % | 7.00 | % | |||||||||||
| Discount rate - U.S. plan 2 | 4.13 | % | 4.47 | % | 4.15 | % | 3.69 | % | 3.94 | % | 3.60 | % | |||||
| Discount rate - U.K. plan 2 | 2.58 | % | 3.84 | % | 3.80 | % | |||||||||||
| Return on assets 3 | 6.25 | % | 6.25 | % | 6.25 | % |
| 1 | The assumed weighted-average healthcare cost trend rate will decrease ratably from 7% in 2017 to 5% in 2024 and remain at that level thereafter. Assumed healthcare cost trends have an effect on the amounts reported for the healthcare plans. A one percentage point change in assumed healthcare cost trend creates the following effects: |
| (in millions) | 1% point increase | 1% point decrease | |||||
| Effect on postretirement obligation | $ | — | $ | — |
| 2 | Effective January 1, 2017, we changed our discount rate assumption on our U.S. retirement plans to 4.13% from 4.47% in 2016 and changed our discount rate assumption on our U.K. plan to 2.58% from 3.84% in 2016 . At the end of 2015, we changed our approach used to measure service and interest costs on all of our retirement plans. For 2015 and prior periods presented, we measured service and interest costs utilizing a single weighted-average discount rate derived from the yield curve used to measure the benefit obligation. For 2016 and 2017, we elected to measure service and interest costs by applying the specific spot rates along that yield curve to the plans' liability cash flows. We believe this new approach provides a more precise measurement of service and interest costs by aligning the timing of the plans' liability cash flows to the corresponding spot rates on the yield curve. This change does not affect the measurement of our benefit obligation. We have accounted for this change as a change in accounting estimate that is inseparable from a change in accounting principle and, accordingly, have accounted for it on a prospective basis. Pension and postretirement medical costs decreased by approximately $10 million in 2017 and $14 million in 2016 as a result of this change. |
| 3 | The expected return on assets assumption is calculated based on the plan’s asset allocation strategy and projected market returns over the long-term. Effective January 1, 2018, our return on assets assumption for the U.S. plan and U.K. plan decreased to 6.00% from 6.25%. |
Cash Flows
In December of 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the “Act”) was enacted. The Act established a prescription drug benefit under Medicare, known as “Medicare Part D”, and a federal subsidy to sponsors of retiree healthcare benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D. Our benefits provided to certain participants are at least actuarially equivalent to Medicare Part D, and, accordingly, we are entitled to a subsidy.
Expected employer contributions in 2018 are $9 million and $7 million for our retirement and postretirement plans respectively. In 2018, we may elect to make additional non-required contributions depending on investment performance and the pension plan status. Information about the expected cash flows for our retirement and postretirement plans and the impact of the Medicare subsidy is as follows:
| (in millions) | Postretirement Plans 2 | ||||||||||||||||||
| Retirement 1 Plans | Gross payments | Retiree contributions | Medicare subsidy 3 | Net payments | |||||||||||||||
| 2018 | $ | 88 | $ | 9 | $ | (3 | ) | $ | — | $ | 6 | ||||||||
| 2019 | 90 | 8 | (3 | ) | — | 5 | |||||||||||||
| 2020 | 93 | 8 | (2 | ) | — | 6 | |||||||||||||
| 2021 | 96 | 7 | (2 | ) | — | 5 | |||||||||||||
| 2022 | 99 | 6 | (2 | ) | — | 4 | |||||||||||||
| 2023-2027 | 527 | 24 | (9 | ) | — | 15 |
| 1 | Reflects the total benefits expected to be paid from the plans or from our assets including both our share of the benefit cost and the participants’ share of the cost. |
| 2 | Reflects the total benefits expected to be paid from our assets. |
| 3 | Expected medicare subsidy amounts, for the years presented, are less than $1 million. |
Fair Value of Plan Assets
In accordance with authoritative guidance for fair value measurements certain assets and liabilities are required to be recorded at fair value. Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value hierarchy has been established which requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs used to measure fair value are as follows:
| • | Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities. |
| • | Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. |
| • | Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
The fair value of our defined benefit plans assets as of December 31, 2017 and 2016, by asset class is as follows:
| (in millions) | December 31, 2017 | ||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | ||||||||||||
| Cash and short-term investments | $ | 10 | $ | 10 | $ | — | $ | — | |||||||
| Equities: | |||||||||||||||
| U.S. indexes 1 | 50 | 50 | — | — | |||||||||||
| U.S. growth and value | 109 | 109 | — | — | |||||||||||
| U.K. | 5 | 5 | — | — | |||||||||||
| International, excluding U.K. | 45 | 45 | — | — | |||||||||||
| Fixed income: | |||||||||||||||
| Long duration strategy 2 | 1,076 | — | 1,076 | — | |||||||||||
| Intermediate duration securities | 35 | — | 35 | — | |||||||||||
| Agency mortgage backed securities | 5 | — | 5 | — | |||||||||||
| Asset backed securities | 19 | — | 19 | — | |||||||||||
| Non-agency mortgage backed securities 3 | 15 | — | 15 | — | |||||||||||
| International, excluding U.K. | 18 | — | 18 | — | |||||||||||
| Real Estate | |||||||||||||||
| U.K. 4 | 39 | — | — | 39 | |||||||||||
| Total | $ | 1,426 | $ | 219 | $ | 1,168 | $ | 39 | |||||||
| Collective investment funds | $ | 793 | |||||||||||||
| Total | $ | 2,219 |
| (in millions) | December 31, 2016 | ||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | ||||||||||||
| Cash, short-term investments, and other | $ | 38 | $ | 38 | $ | — | $ | — | |||||||
| Equities: | |||||||||||||||
| U.S. indexes 1 | 69 | 69 | — | — | |||||||||||
| U.S. growth and value | 103 | 103 | — | — | |||||||||||
| U.K. | 3 | 3 | — | — | |||||||||||
| International, excluding U.K. | 38 | 38 | — | — | |||||||||||
| Fixed income: | |||||||||||||||
| Long duration strategy 2 | 970 | — | 970 | — | |||||||||||
| Intermediate duration securities | 32 | — | 32 | — | |||||||||||
| Agency mortgage backed securities | 5 | — | 5 | — | |||||||||||
| Asset backed securities | 19 | — | 19 | — | |||||||||||
| Non-agency mortgage backed securities 3 | 20 | — | 20 | — | |||||||||||
| International | 16 | — | 16 | — | |||||||||||
| Real Estate | |||||||||||||||
| U.K. 4 | 11 | — | — | 11 | |||||||||||
| Total | $ | 1,324 | $ | 251 | $ | 1,062 | $ | 11 | |||||||
| Collective investment funds | $ | 749 | |||||||||||||
| Total | $ | 2,073 |
| 1 | Includes securities that are tracked in the S&P Smallcap 600 index. |
| 2 | Includes securities that are mainly investment grade obligations of issuers in the U.S. |
| 3 | Includes U.S. mortgage-backed securities that are not backed by the U.S. government. |
| 4 | Includes a fund which holds real estate properties in the U.K. |
For securities that are quoted in active markets, the trustee/custodian determines fair value by applying securities’ prices obtained from its pricing vendors. For commingled funds that are not actively traded, the trustee applies pricing information provided by investment management firms to the unit quantities of such funds. Investment management firms employ their own pricing vendors to value the securities underlying each commingled fund. Underlying securities that are not actively traded derive their prices from investment managers, which in turn, employ vendors that use pricing models (e.g., discounted cash flow, comparables). The domestic defined benefit plans have no investment in our stock, except through the S&P 500 commingled trust index fund.
The trustee obtains estimated prices from vendors for securities that are not easily quotable and they are categorized accordingly as Level 3. The following table details further information on our plan assets where we have used significant unobservable inputs (Level 3):
| (in millions) | Level 3 | ||
| Balance as of December 31, 2016 | $ | 11 | |
| Purchases | 28 | ||
| Distributions | (1 | ) | |
| Gain (loss) | 1 | ||
| Balance as of December 31, 2017 | $ | 39 |
Pension Trusts’ Asset Allocations
There are two pension trusts, one in the U.S. and one in the U.K.
| • | The U.S. pension trust had assets of $1,739 million and $1,632 million as of December 31, 2017 and 2016 respectively, and the target allocations in 2017 include 68% fixed income, 27% domestic equities and 5% international equities. |
| • | The U.K. pension trust had assets of $480 million and $441 million as of December 31, 2017 and 2016, respectively, and the target allocations in 2017 include 40% fixed income, 30% diversified growth funds, 20% equities and 10% real estate. |
The pension assets are invested with the goal of producing a combination of capital growth, income and a liability hedge. The mix of assets is established after consideration of the long-term performance and risk characteristics of asset classes. Investments are selected based on their potential to enhance returns, preserve capital and reduce overall volatility. Holdings are diversified within each asset class. The portfolios employ a mix of index and actively managed equity strategies by market capitalization, style, geographic regions and economic sectors. The fixed income strategies include U.S. long duration securities, opportunistic fixed income securities and U.K. debt instruments. The short-term portfolio, whose primary goal is capital preservation for liquidity purposes, is composed of government and government-agency securities, uninvested cash, receivables and payables. The portfolios do not employ any financial leverage.
U.S. Defined Contribution Plans
Assets of the defined contribution plans in the U.S. consist primarily of investment options which include actively managed equity, indexed equity, actively managed equity/bond funds, target date funds, S&P Global Inc. common stock, stable value and money market strategies. There is also a self-directed mutual fund investment option. The plans purchased 228,248 shares and sold 297,750 shares of S&P Global Inc. common stock in 2017 and purchased 216,035 shares and sold 437,283 shares of S&P Global Inc. common stock in 2016. The plans held approximately 1.5 million shares of S&P Global Inc. common stock as of December 31, 2017 and 1.6 million shares as of December 31, 2016, with market values of $255 million and $171 million, respectively. The plans received dividends on S&P Global Inc. common stock of $3 million and $2 million during the years ended December 31, 2017 and December 31, 2016 respectively.
- Stock-Based Compensation
We issue stock-based incentive awards to our eligible employees and Directors under the 2002 Employee Stock Incentive Plan and a Director Deferred Stock Ownership Plan.
| • | 2002 Employee Stock Incentive Plan (the “2002 Plan”) – The 2002 Plan permits the granting of nonqualified stock options, stock appreciation rights, performance stock, restricted stock and other stock-based awards. |
| • | Director Deferred Stock Ownership Plan – Under this plan, common stock reserved may be credited to deferred stock accounts for eligible Directors. In general, the plan requires that 50% of eligible Directors’ annual compensation plus dividend equivalents be credited to deferred stock accounts. Each Director may also elect to defer all or a portion of the remaining compensation and have an equivalent number of shares credited to the deferred stock account. Recipients under this plan are not required to provide consideration to us other than rendering service. Shares will be delivered as of the date a recipient ceases to be a member of the Board of Directors or within five years thereafter, if so elected. The plan will remain in effect until terminated by the Board of Directors or until no shares of stock remain available under the plan. |
The number of common shares reserved for issuance are as follows:
| (in millions) | December 31, | ||
| 2017 | 2016 | ||
| Shares available for granting under the 2002 Plan | 33.8 | 33.5 | |
| Options outstanding | 2.1 | 3.8 | |
| Total shares reserved for issuance 1 | 35.9 | 37.3 |
| 1 | Shares reserved for issuance under the Director Deferred Stock Ownership Plan are not included in the total, but are less than 0.1 million. |
We issue treasury shares upon exercise of stock options and the issuance of restricted stock and unit awards. To offset the dilutive effect of the exercise of employee stock options, we periodically repurchase shares. See Note 9 – Equity for further discussion.
Stock-based compensation expense and the corresponding tax benefit are as follows:
| (in millions) | Year Ended December 31, | ||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Stock option expense | $ | 3 | $ | 7 | $ | 14 | |||||
| Restricted stock and unit awards expense | 96 | 69 | 64 | ||||||||
| Total stock-based compensation expense | $ | 99 | $ | 76 | $ | 78 | |||||
| Tax benefit | $ | 38 | $ | 29 | $ | 29 |
Stock Options
Stock options may not be granted at a price less than the fair market value of our common stock on the date of grant. Stock options granted vest over a three year service period in equal annual installments and have a maximum term of 10 years. Stock option compensation costs are recognized from the date of grant, utilizing a three-year graded vesting method. Under this method, one-third of the costs are ratably recognized over the first twelve months, one-third of the costs are ratably recognized over a twenty-four month period starting from the date of grant with the remaining costs ratably recognized over a thirty-six month period starting from the date of grant.
We use a lattice-based option-pricing model to estimate the fair value of options granted. The following assumptions were used in valuing the options granted:
| Year Ended | |||
| December 31, 2015 | |||
| Risk-free average interest rate | 0.2 - 1.9% | ||
| Dividend yield | 1.4% | ||
| Volatility | 21 - 39% | ||
| Expected life (years) | 6.3 | ||
| Weighted-average grant-date fair value per option | $ | 27.57 |
Because lattice-based option-pricing models incorporate ranges of assumptions, those ranges are disclosed. These assumptions are based on multiple factors, including historical exercise patterns, post-vesting termination rates, expected future exercise patterns and the expected volatility of our stock price. The risk-free interest rate is the imputed forward rate based on the U.S. Treasury yield at the date of grant. We use the historical volatility of our stock price over the expected term of the options to estimate the expected volatility. The expected term of options granted is derived from the output of the lattice model and represents the period of time that options granted are expected to be outstanding.
During 2015, we stopped granting stock options as part of our employees' total stock-based incentive awards. There were no stock options granted in 2017 and 2016 and a minimal amount of stock options granted in 2015.
Stock option activity is as follows:
| (in millions, except per award amounts) | Shares | Weighted average exercise price | Weighted-average remaining years of contractual term | Aggregate intrinsic value | ||||||||
| Options outstanding as of December 31, 2016 | 3.8 | $ | 43.36 | |||||||||
| Exercised | (1.7 | ) | $ | 113.04 | ||||||||
| Forfeited and expired 1 | — | $ | 72.35 | |||||||||
| Options outstanding as of December 31, 2017 | 2.1 | $ | 44.09 | 3.5 | $ | 270 | ||||||
| Options exercisable as of December 31, 2017 | 2.1 | $ | 44.08 | 3.5 | $ | 270 |
1 There are less 0.1 million shares forfeited and expired.
| (in millions, except per award amounts) | Shares | Weighted-average grant-date fair value | |||||
| Nonvested options outstanding as of December 31, 2016 | 0.2 | $ | 23.42 | ||||
| Vested | (0.2 | ) | $ | 23.40 | |||
| Forfeited 1 | — | $ | 24.22 | ||||
| Nonvested options outstanding as of December 31, 2017 | — | $ | 27.52 | ||||
| Total unrecognized compensation expense related to nonvested options 2 | $ | — | |||||
| Weighted-average years to be recognized over | 0.1 |
| 1 | There are less than 0.1 million shares forfeited. |
| 2 | There is less than $1 million of unrecognized compensation expense related to nonvested options. |
The total fair value of our stock options that vested during the years ended December 31, 2017, 2016 and 2015 was $4 million, $7 million and $11 million, respectively.
Information regarding our stock option exercises is as follows:
| (in millions) | Year Ended December 31, | ||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Net cash proceeds from the exercise of stock options | $ | 75 | $ | 88 | $ | 86 | |||||
| Total intrinsic value of stock option exercises | $ | 118 | $ | 95 | $ | 94 | |||||
| Income tax benefit realized from stock option exercises | $ | 64 | $ | 41 | $ | 49 |
Restricted Stock and Unit Awards
Restricted stock and unit awards (performance and non-performance) have been granted under the 2002 Plan. Performance unit awards will vest only if we achieve certain financial goals over the performance period. Restricted stock non-performance awards have various vesting periods (generally three years), with vesting beginning on the first anniversary of the awards. Recipients of restricted stock and unit awards are not required to provide consideration to us other than rendering service.
The stock-based compensation expense for restricted stock and unit awards is determined based on the market price of our stock at the grant date of the award applied to the total number of awards that are anticipated to fully vest. For performance unit awards, adjustments are made to expense dependent upon financial goals achieved.
Restricted stock and unit activity for performance and non-performance awards is as follows:
| (in millions, except per award amounts) | Shares | Weighted-average grant-date fair value | |||||
| Nonvested shares as of December 31, 2016 | 1.0 | $ | 106.31 | ||||
| Granted | 0.8 | $ | 147.12 | ||||
| Vested | (1.0 | ) | $ | 156.16 | |||
| Forfeited 1 | — | $ | 107.96 | ||||
| Nonvested shares as of December 31, 2017 | 0.8 | $ | 124.91 | ||||
| Total unrecognized compensation expense related to nonvested awards | $ | 66 | |||||
| Weighted-average years to be recognized over | 1.6 |
| 1 | There are less than 0.1 million shares forfeited. |
| Year Ended December 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Weighted-average grant-date fair value per award | $ | 147.12 | $ | 93.01 | $ | 77.06 | |||||
| Total fair value of restricted stock and unit awards vested | $ | 147 | $ | 99 | $ | 155 | |||||
| Tax benefit relating to restricted stock activity | $ | 36 | $ | 26 | $ | 24 |
- Equity
Capital Stock
Two million shares of preferred stock, par value $1 per share, are authorized; none have been issued.
On February 2, 2018, the Board of Directors approved an increase in the dividends for 2018 to a quarterly rate of $0.50 per common share.
| Year Ended December 31, | |||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Quarterly dividend rate | $ | 0.41 | $ | 0.36 | $ | 0.33 | |||||
| Annualized dividend rate | $ | 1.64 | $ | 1.44 | $ | 1.32 | |||||
| Dividends paid (in millions) | $ | 421 | $ | 380 | $ | 363 |
Stock Repurchases
On December 4, 2013, the Board of Directors approved a share repurchase program authorizing the purchase of 50 million shares, which was approximately 18% of the total shares of our outstanding common stock at that time.
Share repurchases were as follows:
| (in millions, except average price) | Year Ended December 31, | ||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Total number of shares purchased 1 | 6.8 | 9.7 | 10.1 | ||||||||
| Average price paid per share 2 | $ | 147.74 | $ | 113.36 | $ | 99.00 | |||||
| Total cash utilized 2 | $ | 1,001 | $ | 1,097 | $ | 1,000 |
| 1 | 2017 and 2016 includes shares received as part of our accelerated share repurchase agreements as described in more detail below. |
| 2 | In December of 2015, 0.3 million shares were repurchased for approximately $26 million, which settled in January of 2016. Excluding these 0.3 million shares, the average price paid per share was $98.98. Cash used for financing activities only reflects those shares which settled during the year ended December 31, 2017, 2016 and 2015 resulting in $1,001 million, $1,123 million and $974 million of cash used to repurchase shares, respectively. |
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 December 31, 2017, 19 million shares remained available under our current share repurchase program. Our current share repurchase program has no expiration date and purchases under this program may be made from time to time on the open market and in private transactions, depending on market conditions.
Accelerated Share Repurchase Agreements
We entered into an accelerated share repurchase ("ASR") agreement with a financial institution on August 1, 2017 to initiate share repurchases aggregating $500 million. The ASR agreement was structured as an uncapped ASR agreement in which we paid $500 million and received an initial delivery of approximately 2.8 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 October 31, 2017 and received an additional 0.5 million shares. We repurchased a total of 3.2 million shares under the ASR agreement for an average purchase price of $154.46 per share. The total number of shares repurchased under the ASR agreement is equal to $500 million divided by the volume weighted-average share price, less a discount. The repurchased shares are held in Treasury. The ASR agreement was executed under the current share repurchase program, approved on December 4, 2013.
Using a portion of the proceeds received from the sale of J.D. Power, we entered into an ASR agreement with a financial institution on September 7, 2016 to initiate share repurchases aggregating $750 million. The ASR agreement was structured as a capped ASR agreement in which we paid $750 million and received an initial delivery of approximately 4.4 million shares and an additional amount of 0.9 million shares during the month of September 2016, representing the minimum number of shares of our common stock to be repurchased based on a calculation using a specified capped price per share. We completed the ASR agreement on December 7, 2016 and received an additional 0.9 million shares, which settled on December 12, 2016. We repurchased a total of 6.1 million shares under the ASR agreement for an average purchase price of $122.18 per share. The total number of shares repurchased under the ASR agreement was based on the volume weighted-average share price, minus a discount, of our common stock over the term of the ASR agreement. The repurchased shares are held in Treasury. The ASR agreement was executed under the current share repurchase program, approved on December 4, 2013.
The ASR agreements were accounted for as two transactions: a stock purchase transaction and a forward stock purchase contract. The shares delivered under the ASR agreement resulted in a reduction of our outstanding shares used to determine our weighted average common shares outstanding for purposes of calculating basic and diluted earnings per share. The forward stock purchase contract was classified as an equity instrument.
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, after December 31, 2017, CME Group and CME Group Index Services LLC ("CGIS") will have the right at any time to sell, and we are obligated to buy, at least 20% of their share in S&P Dow Jones Indices LLC. In addition, in the event there is a change of control of the Company, for the 15 days following a change in control, CME Group and CGIS will have the right to put their interest to us at the then fair value of CME Group's and CGIS' minority interest.
If interests were to be redeemed under this agreement, we would generally be required to purchase the interest at fair value on the date of redemption. This interest is presented on the consolidated balance sheets outside of equity under the caption “Redeemable noncontrolling interest” with an initial value based on fair value for the portion attributable to the net assets we acquired, and based on our historical cost for the portion attributable to our S&P Index business. We adjust the redeemable noncontrolling interest each reporting period to its estimated redemption value, but never less than its initial fair value, considering a combination of an income and market valuation approach. Our income and market valuation approaches may incorporate Level 3 fair value measures for instances when observable inputs are not available, including assumptions related to expected future net cash flows, long-term growth rates, the timing and nature of tax attributes, and the redemption features. Any adjustments to the redemption value will impact retained income.
Noncontrolling interests that do not contain such redemption features are presented in equity.
Changes to redeemable noncontrolling interest during the year ended December 31, 2017 were as follows:
| (in millions) | |||
| Balance as of December 31, 2016 | $ | 1,080 | |
| Net income attributable to noncontrolling interest | 127 | ||
| Distributions to noncontrolling interest | (117 | ) | |
| Redemption value adjustment | 260 | ||
| Balance as of December 31, 2017 | $ | 1,350 |
Accumulated Other Comprehensive Loss
The following table summarizes the changes in the components of accumulated other comprehensive loss for the year ended December 31, 2017:
| (in millions) | Foreign Currency Translation Adjustment | Pension and Postretirement Benefit Plans 1 | Unrealized Gain (Loss) on Forward Exchange Contracts 2 | Unrealized Loss on Investment | Accumulated Other Comprehensive Loss | ||||||||||||||
| Balance as of December 31, 2016 | $ | (332 | ) | $ | (443 | ) | $ | 2 | — | $ | (773 | ) | |||||||
| Other comprehensive income before reclassifications | 93 | 30 | 9 | (10 | ) | 122 | |||||||||||||
| Reclassifications from accumulated other comprehensive loss to net earnings | — | 11 | (9 | ) | — | 2 | |||||||||||||
| Net other comprehensive income | 93 | 41 | — | (10 | ) | 124 | |||||||||||||
| Balance as of December 31, 2017 | $ | (239 | ) | $ | (402 | ) | $ | 2 | $ | (10 | ) | $ | (649 | ) |
| 1 | See Note 7 — Employee Benefits for additional details of items reclassed from accumulated other comprehensive loss to net earnings. |
| 2 | See Note 6 — Derivative Instruments for additional details of items reclassed from accumulated other comprehensive loss to net earnings. |
The net actuarial loss and prior service cost related to pension and other postretirement benefit plans included in other comprehensive income is net of a tax provision of $5 million for the year ended December 31, 2017.
- 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 for basic and diluted EPS is as follows:
| (in millions, except per share data) | Year Ended December 31, | ||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Amount attributable to S&P Global Inc. common shareholders: | |||||||||||
| Net income | $ | 1,496 | $ | 2,106 | $ | 1,156 | |||||
| Basic weighted-average number of common shares outstanding | 256.3 | 262.8 | 271.6 | ||||||||
| Effect of stock options and other dilutive securities | 2.6 | 2.4 | 3.0 | ||||||||
| Diluted weighted-average number of common shares outstanding | 258.9 | 265.2 | 274.6 | ||||||||
| Earnings per share attributable to S&P Global Inc. common shareholders: | |||||||||||
| Net income: | |||||||||||
| Basic | $ | 5.84 | $ | 8.02 | $ | 4.26 | |||||
| Diluted | $ | 5.78 | $ | 7.94 | $ | 4.21 |
Each period 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. As of December 31, 2017, 2016 and 2015, there were no stock options excluded. Restricted
performance shares outstanding of 0.6 million, 0.7 million and 0.9 million as of December 31, 2017, 2016 and 2015, respectively, were excluded.
- Restructuring
During 2017 and 2016, we continued to evaluate our cost structure and further identified cost savings associated with streamlining our management structure and our decision to exit non-strategic businesses. Our 2017 and 2016 restructuring plans consisted of a company-wide workforce reduction of approximately 520 and 230 positions, respectively, and are further detailed below. The charges for each restructuring plan 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. There was approximately $7 million of reserves from the 2016 restructuring plan that we have reversed in 2017, which offset the initial charge of $30 million recorded for the 2016 restructuring plan. Also, there was approximately $7 million of reserves from the 2015 restructuring plan that we have reversed in 2016, which offset the initial charge of $63 million recorded for the 2015 restructuring plan.
The initial restructuring charge recorded and the ending reserve balance as of December 31, 2017 by segment is as follows:
| 2017 Restructuring Plan | 2016 Restructuring Plan | ||||||||||||||
| (in millions) | Initial Charge Recorded | Ending Reserve Balance | Initial Charge Recorded | Ending Reserve Balance | |||||||||||
| Ratings | $ | 25 | $ | 24 | $ | 14 | 4 | ||||||||
| Market and Commodities Intelligence | 9 | 5 | 10 | 3 | |||||||||||
| Indices | — | — | 1 | — | |||||||||||
| Corporate | 10 | 10 | 5 | 1 | |||||||||||
| Total | $ | 44 | $ | 39 | $ | 30 | $ | 8 |
For the year ended December 31, 2017, we have reduced the reserve for the 2017 restructuring plan by $5 million and for the years ended December 31, 2017 and 2016, we have reduced the reserve for the 2016 restructuring plan by $15 million and $7 million, respectively. The reductions primarily related to cash payments for employee severance costs.
- Segment and Geographic Information
As discussed in Note 1 – Accounting Policies, we have three reportable segments: Ratings, Market and Commodities Intelligence 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 unallocated expense or interest expense, as these are costs that do not affect the operating results of our segments. We use the same accounting policies for our segments as those described in Note 1 – Accounting Policies.
Segment information for the years ended December 31 is as follows:
| (in millions) | Revenue | Operating Profit | |||||||||||||||||||||
| 2017 | 2016 | 2015 | 2017 | 2016 | 2015 | ||||||||||||||||||
| Ratings 1 | $ | 2,988 | $ | 2,535 | $ | 2,428 | $ | 1,524 | $ | 1,262 | $ | 1,078 | |||||||||||
| Market and Commodities Intelligence 2 | 2,452 | 2,585 | 2,376 | 793 | 1,822 | 585 | |||||||||||||||||
| Indices 3 | 733 | 639 | 597 | 471 | 412 | 392 | |||||||||||||||||
| Intersegment elimination 4 | (110 | ) | (98 | ) | (88 | ) | — | — | — | ||||||||||||||
| Total operating segments | 6,063 | 5,661 | 5,313 | 2,788 | 3,496 | 2,055 | |||||||||||||||||
| Unallocated expense 5 | — | — | — | (178 | ) | (127 | ) | (138 | ) | ||||||||||||||
| Total | $ | 6,063 | $ | 5,661 | $ | 5,313 | $ | 2,610 | $ | 3,369 | $ | 1,917 |
| 1 | Operating profit for the year ended December 31, 2017 includes legal settlement expenses of $55 million and employee severance charges of $25 million. Operating profit for the year ended December 31, 2016 primarily includes a benefit related to net legal settlement insurance recoveries of $10 million and employee severance charges of $6 million. Operating profit for the year ended December 31, 2015 includes net legal settlement expenses of $54 million and employee severance charges of $13 million. Additionally, operating profit includes amortization of intangibles from acquisitions of $4 million for the year ended December 31, 2017 and $5 million for the years ended December 31, 2016 and 2015. |
| 2 | Operating profit for the year ended December 31, 2017 includes non-cash acquisition and disposition-related adjustments of $15 million, employee severance charges of $9 million, a charge to exit a leased facility of $6 million, and an asset-write off of $2 million. Operating profit for the year ended December 31, 2016 includes a $1.1 billion gain from our dispositions, disposition-related costs of $48 million, a technology-related impairment charge of $24 million and an acquisition-related cost of $1 million. Operating profit for the year ended December 31, 2015 includes acquisition-related costs related to the acquisition of SNL of $37 million and costs related to identified operating efficiencies primarily related to employee severance charges of $33 million. Additionally, operating profit includes amortization of intangibles from acquisitions of $87 million, $85 million and $57 million for the years ended December 31, 2017, 2016 and 2015, respectively. |
| 3 | Operating profit includes amortization of intangibles from acquisitions of $7 million, $6 million and $5 million for the years ended December 31, 2017, 2016 and 2015, respectively. |
| 4 | Revenue for Ratings and expenses for Market and Commodities Intelligence include an intersegment royalty charged to Market and Commodities Intelligence for the rights to use and distribute content and data developed by Ratings. |
| 5 | The year ended December 31, 2017 includes a charge to exit leased facilities of $19 million, employee severance charges of $10 million and a pension related charge of $8 million. The year ended December 31, 2016 includes $3 million from a disposition-related reserve release. The year ended December 31, 2015 includes a gain of $11 million related to the sale of our interest in a legacy McGraw Hill Construction investment and costs related to identified operating efficiencies primarily related to employee severance charges of $10 million. |
| (in millions) | Depreciation & Amortization | Capital Expenditures | |||||||||||||||||||||
| 2017 | 2016 | 2015 | 2017 | 2016 | 2015 | ||||||||||||||||||
| Ratings | $ | 34 | $ | 34 | $ | 43 | $ | 45 | $ | 42 | $ | 48 | |||||||||||
| Market and Commodities Intelligence | 128 | 131 | 99 | 52 | 57 | 78 | |||||||||||||||||
| Indices | 9 | 8 | 8 | 3 | 3 | 4 | |||||||||||||||||
| Total operating segments | 171 | 173 | 150 | 100 | 102 | 130 | |||||||||||||||||
| Corporate | 9 | 8 | 7 | 23 | 13 | 9 | |||||||||||||||||
| Total | $ | 180 | $ | 181 | $ | 157 | $ | 123 | $ | 115 | $ | 139 |
Segment information as of December 31 is as follows:
| (in millions) | Total Assets | ||||||
| 2017 | 2016 | ||||||
| Ratings | $ | 788 | $ | 612 | |||
| Market and Commodities Intelligence | 4,172 | 4,104 | |||||
| Indices | 1,270 | 1,247 | |||||
| Total operating segments | 6,230 | 5,963 | |||||
| Corporate 1 | 3,190 | 2,699 | |||||
| Assets held for sale 2 | 5 | 7 | |||||
| Total | $ | 9,425 | $ | 8,669 |
| 1 | Corporate assets consist principally of cash and cash equivalents, assets for pension benefits, deferred income taxes and leasehold improvements related to subleased areas. |
| 2 | Includes East Windsor, New Jersey facility and QuantHouse as of December 31, 2017 and 2016, respectively. |
We do not have operations in any foreign country that represent more than 7% of our consolidated revenue. Transfers between geographic areas are recorded at agreed upon prices and intercompany revenue and profit are eliminated. No single customer accounted for more than 10% of our consolidated revenue.
The following provides revenue and long-lived assets by geographic region:
| (in millions) | Revenue | Long-lived Assets | |||||||||||||||||
| Year ended December 31, | December 31, | ||||||||||||||||||
| 2017 | 2016 | 2015 | 2017 | 2016 | |||||||||||||||
| U.S. | $ | 3,658 | $ | 3,461 | $ | 3,202 | $ | 4,285 | $ | 4,335 | |||||||||
| European region | 1,473 | 1,330 | 1,265 | 346 | 341 | ||||||||||||||
| Asia | 594 | 575 | 566 | 54 | 58 | ||||||||||||||
| Rest of the world | 338 | 295 | 280 | 49 | 46 | ||||||||||||||
| Total | $ | 6,063 | $ | 5,661 | $ | 5,313 | $ | 4,734 | $ | 4,780 |
| Revenue | Long-lived Assets | |||||||||||||
| Year ended December 31, | December 31, | |||||||||||||
| 2017 | 2016 | 2015 | 2017 | 2016 | ||||||||||
| U.S. | 60 | % | 61 | % | 60 | % | 91 | % | 91 | % | ||||
| European region | 24 | 24 | 24 | 7 | 7 | |||||||||
| Asia | 10 | 10 | 11 | 1 | 1 | |||||||||
| Rest of the world | 6 | 5 | 5 | 1 | 1 | |||||||||
| Total | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % |
See Note 2 – Acquisitions and Divestitures and Note 11 – Restructuring, for actions that impacted the segment operating results.
- Commitments and Contingencies
Related Party Agreement
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, which replaced 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 years ended December 31, 2017, 2016 and 2015, S&P Dow Jones Indices LLC earned $74 million, $76 million and $63 million of revenue under the terms of the License Agreement, respectively. 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.
Rental Expense and Lease Obligations
We are committed under lease arrangements covering property, computer systems and office equipment. Leasehold improvements are amortized on a straight-line basis over the shorter of their economic lives or their lease term. Certain lease arrangements contain escalation clauses covering increased costs for various defined real estate taxes and operating services and the associated fees are recognized on a straight-line basis over the minimum lease period.
Rental expense for property and equipment under all operating lease agreements is as follows:
| (in millions) | Year ended December 31, | ||||||||||
| 2017 | 2016 | 2015 | |||||||||
| Gross rental expense | $ | 177 | $ | 179 | $ | 182 | |||||
| Less: sublease revenue | (17 | ) | (16 | ) | (14 | ) | |||||
| Less: rent credit | — | — | (4 | ) | |||||||
| Net rental expense | $ | 160 | $ | 163 | $ | 164 |
Cash amounts for future minimum rental commitments under existing non-cancelable leases with a remaining term of more than one year, along with minimum sublease rental income to be received under non-cancelable subleases are shown in the following table.
| (in millions) | Rent commitment | Sublease income | Net rent | ||||||||
| 2018 | $ | 122 | $ | (17 | ) | $ | 105 | ||||
| 2019 | 109 | (17 | ) | 92 | |||||||
| 2020 | 83 | (3 | ) | 80 | |||||||
| 2021 | 71 | — | 71 | ||||||||
| 2022 | 69 | — | 69 | ||||||||
| 2023 and beyond | 516 | — | 516 | ||||||||
| Total | $ | 970 | $ | (37 | ) | $ | 933 |
Legal & 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. Many of these proceedings, investigations and inquiries relate to the ratings activity of S&P Global Ratings brought by issuers and alleged purchasers of rated securities. In addition, various government and self-regulatory agencies frequently make inquiries and conduct investigations into our compliance with applicable laws and regulations, including those related to ratings activities and antitrust matters. 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.
The Company believes that it has meritorious defenses to the pending claims and potential claims in the matters described below and is diligently pursuing these defenses, and in some cases working to reach an acceptable negotiated resolution. However, in view of the uncertainty inherent in litigation and government and regulatory enforcement matters, we cannot predict the eventual outcome of these matters or the timing of their resolution, or in most cases reasonably estimate what the eventual judgments, damages, fines, penalties or impact of activity restrictions may be. As a result, we cannot provide assurance that the outcome of the matters described below 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 and competitive position, which may require that we record liabilities in the consolidated financial statements in future periods.
With respect to the matters identified below, we have recognized a liability when both (a) information available indicates that it is probable that a liability has been incurred as of the date of these financial statements and (b) the amount of loss can reasonably be estimated.
S&P Global Ratings
Financial Crisis Litigation
The Company and its subsidiaries continue to defend civil cases brought by private and public plaintiffs arising out of ratings activities prior to and during the global financial crisis of 2008-2009. Included in these civil cases are several lawsuits in Australia against the Company and Standard & Poor’s International, LLC relating to alleged investment losses in collateralized debt obligations (“CDOs”) rated by S&P Global Ratings. We can provide no assurance that we will not be obligated to pay significant amounts in order to resolve these matters on terms deemed acceptable.
U.S. Securities and Exchange Commission
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 Ratings seeks to promptly address any compliance issues that it detects or that the staff of the SEC raises, there can be no assurance that the SEC will not seek remedies against S&P Global Ratings for one or more compliance deficiencies.
Trani Prosecutorial Proceeding
In 2014, the prosecutor in the Italian city of Trani obtained criminal indictments against several current and former S&P Global Ratings managers and ratings analysts for alleged market manipulation, and against Standard & Poor’s Credit Market Services Europe under Italy’s vicarious liability statute, for having allegedly failed to properly supervise the ratings analysts and prevent them from committing market manipulation. The prosecutor’s theories were based on various actions by S&P Global Ratings taken with respect to Italian sovereign debt between May of 2011 and January of 2012. On March 30, 2017, following trial, the court in Trani issued an oral verdict acquitting each of the individual defendants and Standard & Poor’s Credit Market Services Europe of all charges, and on September 27, 2017, the court filed a written opinion supporting the verdict. The prosecutor did not appeal, and the verdict is now final.
Shareholder Derivative Actions
In August of 2015, two purported shareholders commenced a putative derivative action on behalf of the Company in New York State Supreme Court titled Retirement Plan for General Employees of the City of North Miami Beach and Robin Stein v. Harold McGraw III, et al. The complaint asserts claims for, among other things, breach of fiduciary duty, waste of corporate assets, and mismanagement against the board of directors and certain former directors and employees of the Company. Plaintiffs seek recovery from the defendants based primarily on allegations that S&P Global Ratings’ credit ratings practices for certain residential mortgage-backed securities and collateralized debt obligations misrepresented the credit risks of those securities, allegedly resulting in losses to the Company. In January of 2016, a different purported shareholder commenced a separate putative derivative action on behalf of the Company in New York State Supreme Court titled L.A. Grika v. Harold McGraw III, et al. The allegations in the complaint are substantially similar to those in the North Miami Beach matter. The complaint asserts claims for, among other things, breach of fiduciary duty, aiding and abetting breaches of fiduciary duty, unjust enrichment, contribution and indemnification against Harold McGraw III, Douglas L. Peterson, and nine former employees of the Company. The Grika matter was transferred to the judge presiding over the North Miami Beach matter. In December of 2016, the court issued orders granting the Company's motions to dismiss both the North Miami Beach and Grika matters. In January of 2017, the plaintiffs in both matters filed notices of appeal. Briefing on the North Miami Beach appeal is now complete, and oral argument was held on January 23, 2018. The plaintiff in the Grika matter filed a brief in support of his appeal on January 2, 2018, and the Company and the individual defendants filed briefs in opposition to the appeal on January 31, 2018.
- Quarterly Financial Information (Unaudited)
| (in millions, except per share data) | First quarter | Second quarter | Third quarter | Fourth quarter | Total year | ||||||||||||||
| 2017 | |||||||||||||||||||
| Revenue | $ | 1,453 | $ | 1,509 | $ | 1,513 | $ | 1,589 | $ | 6,063 | |||||||||
| Operating profit | $ | 648 | $ | 677 | $ | 658 | $ | 628 | $ | 2,610 | |||||||||
| Net income | $ | 430 | $ | 457 | $ | 452 | $ | 299 | $ | 1,638 | |||||||||
| Net income attributable to S&P Global common shareholders | $ | 399 | $ | 421 | $ | 414 | $ | 263 | $ | 1,496 | |||||||||
| Earnings per share attributable to S&P Global Inc. common shareholders: | |||||||||||||||||||
| Net income: | |||||||||||||||||||
| Basic | $ | 1.54 | $ | 1.63 | $ | 1.62 | $ | 1.03 | $ | 5.84 | |||||||||
| Diluted | $ | 1.53 | $ | 1.62 | $ | 1.61 | $ | 1.02 | $ | 5.78 | |||||||||
| 2016 1 | |||||||||||||||||||
| Revenue | $ | 1,341 | $ | 1,482 | $ | 1,439 | $ | 1,399 | $ | 5,661 | |||||||||
| Operating profit | $ | 512 | $ | 651 | $ | 1,348 | $ | 857 | $ | 3,369 | |||||||||
| Net income | $ | 323 | $ | 412 | $ | 923 | $ | 569 | $ | 2,228 | |||||||||
| Net income attributable to S&P Global common shareholders | $ | 294 | $ | 383 | $ | 892 | $ | 537 | $ | 2,106 | |||||||||
| Earnings per share attributable to S&P Global Inc. common shareholders: | |||||||||||||||||||
| Net income: | |||||||||||||||||||
| Basic | $ | 1.11 | $ | 1.45 | $ | 3.39 | 2.07 | 8.02 | |||||||||||
| Diluted | $ | 1.10 | $ | 1.44 | $ | 3.36 | 2.05 | 7.94 |
Note - Totals presented may not sum due to rounding.
| 1 | The third quarter of 2016 and the fourth of 2016 include a pre-tax gain on our dispositions of $722 million ($521 million after-tax) and $379 million ($297 million after-tax), respectively. See Note 2 – Acquisitions and Divestitures for further information. |
- Condensed Consolidating Financial Statements
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 due 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 5 — 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 | |||||||||||||||||||
| Year Ended December 31, 2017 | |||||||||||||||||||
| (in millions) | S&P Global Inc. | Standard & Poor's Financial Services LLC | Non-Guarantor Subsidiaries | Eliminations | S&P Global Inc. Consolidated | ||||||||||||||
| Revenue | $ | 717 | $ | 1,780 | $ | 3,704 | $ | (138 | ) | $ | 6,063 | ||||||||
| Expenses: | |||||||||||||||||||
| Operating-related expenses | 108 | 482 | 1,261 | (138 | ) | 1,713 | |||||||||||||
| Selling and general expenses | 162 | 345 | 1,053 | — | 1,560 | ||||||||||||||
| Depreciation | 31 | 11 | 40 | — | 82 | ||||||||||||||
| Amortization of intangibles | — | — | 98 | — | 98 | ||||||||||||||
| Total expenses | 301 | 838 | 2,452 | (138 | ) | 3,453 | |||||||||||||
| Operating profit | 416 | 942 | 1,252 | — | 2,610 | ||||||||||||||
| Interest expense (income), net | 163 | — | (14 | ) | — | 149 | |||||||||||||
| Non-operating intercompany transactions | 365 | (77 | ) | (2,463 | ) | 2,175 | — | ||||||||||||
| (Loss) income before taxes on income | (112 | ) | 1,019 | 3,729 | (2,175 | ) | 2,461 | ||||||||||||
| Provision for taxes on income | 26 | 370 | 427 | — | 823 | ||||||||||||||
| Equity in net income of subsidiaries | 3,808 | — | — | (3,808 | ) | — | |||||||||||||
| Net income | 3,670 | 649 | 3,302 | (5,983 | ) | 1,638 | |||||||||||||
| Less: net income attributable to noncontrolling interests | — | — | — | (142 | ) | (142 | ) | ||||||||||||
| Net income attributable to S&P Global Inc. | $ | 3,670 | $ | 649 | $ | 3,302 | $ | (6,125 | ) | $ | 1,496 | ||||||||
| Comprehensive income | $ | 3,694 | $ | 649 | $ | 3,401 | $ | (5,982 | ) | $ | 1,762 |
| Statement of Income | |||||||||||||||||||
| Year Ended December 31, 2016 | |||||||||||||||||||
| (in millions) | S&P Global Inc. | Standard & Poor's Financial Services LLC | Non-Guarantor Subsidiaries | Eliminations | S&P Global Inc. Consolidated | ||||||||||||||
| Revenue | $ | 667 | $ | 1,513 | $ | 3,607 | $ | (126 | ) | $ | 5,661 | ||||||||
| Expenses: | |||||||||||||||||||
| Operating-related expenses | 113 | 451 | 1,335 | (126 | ) | 1,773 | |||||||||||||
| Selling and general expenses | 109 | 243 | 1,087 | — | 1,439 | ||||||||||||||
| Depreciation | 38 | 9 | 38 | — | 85 | ||||||||||||||
| Amortization of intangibles | — | — | 96 | — | 96 | ||||||||||||||
| Total expenses | 260 | 703 | 2,556 | (126 | ) | 3,393 | |||||||||||||
| Gain on dispositions | (1,072 | ) | — | (29 | ) | — | (1,101 | ) | |||||||||||
| Operating profit | 1,479 | 810 | 1,080 | — | 3,369 | ||||||||||||||
| Interest expense (income), net | 191 | — | (10 | ) | — | 181 | |||||||||||||
| Non-operating intercompany transactions | 356 | (83 | ) | (941 | ) | 668 | — | ||||||||||||
| Income before taxes on income | 932 | 893 | 2,031 | (668 | ) | 3,188 | |||||||||||||
| Provision for taxes on income | 275 | 420 | 265 | — | 960 | ||||||||||||||
| Equity in net income of subsidiaries | 2,412 | 294 | — | (2,706 | ) | — | |||||||||||||
| Net income | 3,069 | 767 | 1,766 | (3,374 | ) | 2,228 | |||||||||||||
| Less: net income attributable to noncontrolling interests | — | — | — | (122 | ) | (122 | ) | ||||||||||||
| Net income attributable to S&P Global Inc. | $ | 3,069 | $ | 767 | $ | 1,766 | $ | (3,496 | ) | $ | 2,106 | ||||||||
| Comprehensive income | $ | 3,099 | $ | 767 | $ | 1,563 | $ | (3,374 | ) | $ | 2,055 |
| Statement of Income | |||||||||||||||||||
| Year Ended December 31, 2015 | |||||||||||||||||||
| (in millions) | S&P Global Inc. | Standard & Poor's Financial Services LLC | Non-Guarantor Subsidiaries | Eliminations | S&P Global Inc. Consolidated | ||||||||||||||
| Revenue | $ | 624 | $ | 2,141 | $ | 2,663 | $ | (115 | ) | $ | 5,313 | ||||||||
| Expenses: | |||||||||||||||||||
| Operating-related expenses | 137 | 737 | 959 | (115 | ) | 1,718 | |||||||||||||
| Selling and general expenses | 184 | 254 | 1,094 | — | 1,532 | ||||||||||||||
| Depreciation | 40 | 18 | 32 | — | 90 | ||||||||||||||
| Amortization of intangibles | — | — | 67 | — | 67 | ||||||||||||||
| Total expenses | 361 | 1,009 | 2,152 | (115 | ) | 3,407 | |||||||||||||
| Gain on disposition | — | — | (11 | ) | — | (11 | ) | ||||||||||||
| Operating profit | 263 | 1,132 | 522 | — | 1,917 | ||||||||||||||
| Interest expense (income), net | 112 | — | (10 | ) | — | 102 | |||||||||||||
| Non-operating intercompany transactions | 282 | 222 | (504 | ) | — | — | |||||||||||||
| (Loss) income before taxes on income | (131 | ) | 910 | 1,036 | — | 1,815 | |||||||||||||
| (Benefit) provision for taxes on income | (107 | ) | 358 | 296 | — | 547 | |||||||||||||
| Equity in net income of subsidiaries | 1,473 | 272 | — | (1,745 | ) | — | |||||||||||||
| Net income | 1,449 | 824 | 740 | (1,745 | ) | 1,268 | |||||||||||||
| Less: net income attributable to noncontrolling interests | — | — | — | (112 | ) | (112 | ) | ||||||||||||
| Net income attributable to S&P Global Inc. | $ | 1,449 | $ | 824 | $ | 740 | $ | (1,857 | ) | $ | 1,156 | ||||||||
| Comprehensive income | $ | 1,446 | $ | 822 | $ | 655 | $ | (1,741 | ) | $ | 1,182 |
| Balance Sheet | |||||||||||||||||||
| December 31, 2017 | |||||||||||||||||||
| (in millions) | S&P Global Inc. | Standard & Poor's Financial Services LLC | Non-Guarantor Subsidiaries | Eliminations | S&P Global Inc. Consolidated | ||||||||||||||
| ASSETS | |||||||||||||||||||
| Current assets: | |||||||||||||||||||
| Cash and cash equivalents | $ | 632 | $ | — | $ | 2,147 | $ | — | $ | 2,779 | |||||||||
| Accounts receivable, net of allowance for doubtful accounts | 138 | 152 | 1,029 | — | 1,319 | ||||||||||||||
| Intercompany receivable | 768 | 1,784 | 2,527 | (5,079 | ) | — | |||||||||||||
| Prepaid and other current assets | 143 | (3 | ) | 86 | — | 226 | |||||||||||||
| Total current assets | 1,681 | 1,933 | 5,789 | (5,079 | ) | 4,324 | |||||||||||||
| Property and equipment, net of accumulated depreciation | 158 | 10 | 107 | — | 275 | ||||||||||||||
| Goodwill | 261 | — | 2,719 | 9 | 2,989 | ||||||||||||||
| Other intangible assets, net | — | — | 1,388 | — | 1,388 | ||||||||||||||
| Investments in subsidiaries | 8,364 | 5 | 8,028 | (16,397 | ) | — | |||||||||||||
| Intercompany loans receivable | 116 | — | 1,699 | (1,815 | ) | — | |||||||||||||
| Other non-current assets | 215 | 61 | 174 | (1 | ) | 449 | |||||||||||||
| Total assets | $ | 10,795 | $ | 2,009 | $ | 19,904 | $ | (23,283 | ) | $ | 9,425 | ||||||||
| LIABILITIES AND EQUITY | |||||||||||||||||||
| Current liabilities: | |||||||||||||||||||
| Accounts payable | $ | 79 | $ | 23 | $ | 93 | $ | — | $ | 195 | |||||||||
| Intercompany payable | 3,433 | 492 | 1,154 | (5,079 | ) | — | |||||||||||||
| Accrued compensation and contributions to retirement plans | 145 | 86 | 241 | — | 472 | ||||||||||||||
| Short-term debt | 399 | — | — | — | 399 | ||||||||||||||
| Income taxes currently payable | 2 | — | 75 | — | 77 | ||||||||||||||
| Unearned revenue | 293 | 193 | 1,127 | — | 1,613 | ||||||||||||||
| Accrued legal settlements | — | 2 | 105 | — | 107 | ||||||||||||||
| Other current liabilities | 136 | 21 | 194 | — | 351 | ||||||||||||||
| Total current liabilities | 4,487 | 817 | 2,989 | (5,079 | ) | 3,214 | |||||||||||||
| Long-term debt | 3,170 | — | — | — | 3,170 | ||||||||||||||
| Intercompany loans payable | 101 | — | 1,715 | (1,816 | ) | — | |||||||||||||
| Pension and other postretirement benefits | 180 | — | 64 | — | 244 | ||||||||||||||
| Other non-current liabilities | 376 | 74 | 229 | — | 679 | ||||||||||||||
| Total liabilities | 8,314 | 891 | 4,997 | (6,895 | ) | 7,307 | |||||||||||||
| Redeemable noncontrolling interest | — | — | — | 1,350 | 1,350 | ||||||||||||||
| Equity: | |||||||||||||||||||
| Common stock | 412 | — | 2,318 | (2,318 | ) | 412 | |||||||||||||
| Additional paid-in capital | (216 | ) | 602 | 9,256 | (9,117 | ) | 525 | ||||||||||||
| Retained income | 12,156 | 516 | 3,782 | (6,429 | ) | 10,025 | |||||||||||||
| Accumulated other comprehensive loss | (269 | ) | — | (426 | ) | 46 | (649 | ) | |||||||||||
| Less: common stock in treasury | (9,602 | ) | — | (23 | ) | 23 | (9,602 | ) | |||||||||||
| Total equity - controlling interests | 2,481 | 1,118 | 14,907 | (17,795 | ) | 711 | |||||||||||||
| Total equity - noncontrolling interests | — | — | — | 57 | 57 | ||||||||||||||
| Total equity | 2,481 | 1,118 | 14,907 | (17,738 | ) | 768 | |||||||||||||
| Total liabilities and equity | $ | 10,795 | $ | 2,009 | $ | 19,904 | $ | (23,283 | ) | $ | 9,425 |
| Balance Sheet | |||||||||||||||||||
| December 31, 2016 | |||||||||||||||||||
| (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 | $ | 711 | $ | — | $ | 1,681 | $ | — | $ | 2,392 | |||||||||
| Accounts receivable, net of allowance for doubtful accounts | 138 | 131 | 853 | — | 1,122 | ||||||||||||||
| Intercompany receivable | (165 | ) | 837 | 870 | (1,542 | ) | — | ||||||||||||
| Prepaid and other current assets | 77 | 2 | 79 | (1 | ) | 157 | |||||||||||||
| Total current assets | 761 | 970 | 3,483 | (1,543 | ) | 3,671 | |||||||||||||
| Property and equipment, net of accumulated depreciation | 159 | 1 | 111 | — | 271 | ||||||||||||||
| Goodwill | 261 | — | 2,679 | 9 | 2,949 | ||||||||||||||
| Other intangible assets, net | — | — | 1,506 | — | 1,506 | ||||||||||||||
| Investments in subsidiaries | 5,464 | 680 | 7,826 | (13,970 | ) | — | |||||||||||||
| Intercompany loans receivable | 17 | — | 1,354 | (1,371 | ) | — | |||||||||||||
| Other non-current assets | 134 | 24 | 114 | — | 272 | ||||||||||||||
| Total assets | $ | 6,796 | $ | 1,675 | $ | 17,073 | $ | (16,875 | ) | $ | 8,669 | ||||||||
| LIABILITIES AND EQUITY | |||||||||||||||||||
| Current liabilities: | |||||||||||||||||||
| Accounts payable | $ | 73 | $ | 22 | $ | 88 | $ | — | $ | 183 | |||||||||
| Intercompany payable | 1,324 | 40 | 177 | (1,541 | ) | — | |||||||||||||
| Accrued compensation and contributions to retirement plans | 129 | 69 | 211 | — | 409 | ||||||||||||||
| Income taxes currently payable | 43 | — | 52 | — | 95 | ||||||||||||||
| Unearned revenue | 273 | 191 | 1,045 | — | 1,509 | ||||||||||||||
| Accrued legal and regulatory settlements | 2 | 3 | 51 | 56 | |||||||||||||||
| Other current liabilities | 163 | (54 | ) | 250 | — | 359 | |||||||||||||
| Total current liabilities | 2,007 | 271 | 1,874 | (1,541 | ) | 2,611 | |||||||||||||
| Long-term debt | 3,564 | — | — | — | 3,564 | ||||||||||||||
| Intercompany loans payable | 11 | — | 1,360 | (1,371 | ) | — | |||||||||||||
| Pension and other postretirement benefits | 196 | — | 78 | — | 274 | ||||||||||||||
| Other non-current liabilities | 52 | 74 | 314 | (1 | ) | 439 | |||||||||||||
| Total liabilities | 5,830 | 345 | 3,626 | (2,913 | ) | 6,888 | |||||||||||||
| Redeemable noncontrolling interest | — | — | — | 1,080 | 1,080 | ||||||||||||||
| Equity: | |||||||||||||||||||
| Common stock | 412 | — | 2,460 | (2,460 | ) | 412 | |||||||||||||
| Additional paid-in capital | (174 | ) | 1,154 | 10,485 | (10,963 | ) | 502 | ||||||||||||
| Retained income | 9,721 | 176 | 1,034 | (1,721 | ) | 9,210 | |||||||||||||
| Accumulated other comprehensive loss | (292 | ) | — | (525 | ) | 44 | (773 | ) | |||||||||||
| Less: common stock in treasury | (8,701 | ) | — | (7 | ) | 7 | (8,701 | ) | |||||||||||
| Total equity - controlling interests | 966 | 1,330 | 13,447 | (15,093 | ) | 650 | |||||||||||||
| Total equity - noncontrolling interests | — | — | — | 51 | 51 | ||||||||||||||
| Total equity | 966 | 1,330 | 13,447 | (15,042 | ) | 701 | |||||||||||||
| Total liabilities and equity | $ | 6,796 | $ | 1,675 | $ | 17,073 | $ | (16,875 | ) | $ | 8,669 |
| Statement of Cash Flows | |||||||||||||||||||
| Year Ended December 31, 2017 | |||||||||||||||||||
| (in millions) | S&P Global Inc. | Standard & Poor's Financial Services LLC | Non-Guarantor Subsidiaries | Eliminations | S&P Global Inc. Consolidated | ||||||||||||||
| Operating Activities: | |||||||||||||||||||
| Net income | $ | 3,670 | $ | 649 | $ | 3,302 | $ | (5,983 | ) | $ | 1,638 | ||||||||
| Adjustments to reconcile net income to cash provided by operating activities: | |||||||||||||||||||
| Depreciation | 31 | 11 | 40 | — | 82 | ||||||||||||||
| Amortization of intangibles | — | — | 98 | — | 98 | ||||||||||||||
| Provision for losses on accounts receivable | 2 | 3 | 11 | — | 16 | ||||||||||||||
| Deferred income taxes | 108 | (10 | ) | (98 | ) | — | — | ||||||||||||
| Stock-based compensation | 35 | 22 | 42 | — | 99 | ||||||||||||||
| Accrued legal settlements | — | — | 55 | — | 55 | ||||||||||||||
| Other | 34 | 19 | 43 | — | 96 | ||||||||||||||
| Changes in operating assets and liabilities, net of effect of acquisitions and dispositions: | |||||||||||||||||||
| Accounts receivable | (2 | ) | (23 | ) | (171 | ) | — | (196 | ) | ||||||||||
| Prepaid and current assets | (5 | ) | 3 | 12 | — | 10 | |||||||||||||
| Accounts payable and accrued expenses | 22 | 97 | (44 | ) | — | 75 | |||||||||||||
| Unearned revenue | 19 | 2 | 64 | — | 85 | ||||||||||||||
| Accrued legal settlements | — | (1 | ) | (3 | ) | — | (4 | ) | |||||||||||
| Other current liabilities | (42 | ) | (12 | ) | (31 | ) | — | (85 | ) | ||||||||||
| Net change in prepaid/accrued income taxes | 41 | (18 | ) | 9 | — | 32 | |||||||||||||
| Net change in other assets and liabilities | 7 | (6 | ) | 14 | — | 15 | |||||||||||||
| Cash provided by operating activities | 3,920 | 736 | 3,343 | (5,983 | ) | 2,016 | |||||||||||||
| Investing Activities: | |||||||||||||||||||
| Capital expenditures | (55 | ) | (32 | ) | (36 | ) | — | (123 | ) | ||||||||||
| Acquisitions, net of cash acquired | — | — | (83 | ) | — | (83 | ) | ||||||||||||
| Proceeds from dispositions | — | — | 2 | — | 2 | ||||||||||||||
| Changes in short-term investments | — | — | (5 | ) | — | (5 | ) | ||||||||||||
| Cash used for investing activities | (55 | ) | (32 | ) | (122 | ) | — | (209 | ) | ||||||||||
| Financing Activities: | |||||||||||||||||||
| Dividends paid to shareholders | (421 | ) | — | — | — | (421 | ) | ||||||||||||
| Distributions to noncontrolling interest holders | — | — | (111 | ) | — | (111 | ) | ||||||||||||
| Repurchase of treasury shares | (1,001 | ) | — | — | — | (1,001 | ) | ||||||||||||
| Exercise of stock options | 68 | — | 7 | — | 75 | ||||||||||||||
| Employee withholding tax on share-based payments | (49 | ) | — | — | — | (49 | ) | ||||||||||||
| Intercompany financing activities | (2,546 | ) | (704 | ) | (2,733 | ) | 5,983 | — | |||||||||||
| Cash used for financing activities | (3,949 | ) | (704 | ) | (2,837 | ) | 5,983 | (1,507 | ) | ||||||||||
| Effect of exchange rate changes on cash from continuing operations | 5 | — | 82 | — | 87 | ||||||||||||||
| Net change in cash and cash equivalents | (79 | ) | — | 466 | — | 387 | |||||||||||||
| Cash and cash equivalents at beginning of year | 711 | — | 1,681 | — | 2,392 | ||||||||||||||
| Cash and cash equivalents at end of year | $ | 632 | $ | — | $ | 2,147 | $ | — | $ | 2,779 |
| Statement of Cash Flows | |||||||||||||||||||
| Year Ended December 31, 2016 | |||||||||||||||||||
| (in millions) | S&P Global Inc. | Standard & Poor's Financial Services LLC | Non-Guarantor Subsidiaries | Eliminations | S&P Global Inc. Consolidated | ||||||||||||||
| Operating Activities: | |||||||||||||||||||
| Net income | $ | 3,069 | $ | 767 | $ | 1,766 | $ | (3,374 | ) | $ | 2,228 | ||||||||
| Adjustments to reconcile net income to cash provided by operating activities: | |||||||||||||||||||
| Depreciation | 38 | 9 | 38 | — | 85 | ||||||||||||||
| Amortization of intangibles | — | — | 96 | — | 96 | ||||||||||||||
| Provision for losses on accounts receivable | 1 | — | 8 | — | 9 | ||||||||||||||
| Deferred income taxes | 16 | (9 | ) | 72 | — | 79 | |||||||||||||
| Stock-based compensation | 22 | 17 | 37 | — | 76 | ||||||||||||||
| Gain on dispositions | (1,072 | ) | — | (29 | ) | — | (1,101 | ) | |||||||||||
| Accrued legal and regulatory settlements | 3 | 1 | 50 | — | 54 | ||||||||||||||
| Other | 48 | 5 | (23 | ) | — | 30 | |||||||||||||
| Changes in operating assets and liabilities, net of effect of acquisitions and dispositions: | |||||||||||||||||||
| Accounts receivable | (24 | ) | 187 | (340 | ) | — | (177 | ) | |||||||||||
| Prepaid and current assets | (2 | ) | 10 | (3 | ) | — | 5 | ||||||||||||
| Accounts payable and accrued expenses | (8 | ) | (39 | ) | 66 | — | 19 | ||||||||||||
| Unearned revenue | 19 | (395 | ) | 483 | — | 107 | |||||||||||||
| Accrued legal and regulatory settlements | — | (108 | ) | (42 | ) | — | (150 | ) | |||||||||||
| Other current liabilities | (27 | ) | (27 | ) | 35 | — | (19 | ) | |||||||||||
| Net change in prepaid/accrued income taxes | 141 | — | 33 | — | 174 | ||||||||||||||
| Net change in other assets and liabilities | (9 | ) | 38 | 16 | — | 45 | |||||||||||||
| Cash provided by operating activities | 2,215 | 456 | 2,263 | (3,374 | ) | 1,560 | |||||||||||||
| Investing Activities: | |||||||||||||||||||
| Capital expenditures | (68 | ) | (15 | ) | (32 | ) | — | (115 | ) | ||||||||||
| Acquisitions, net of cash acquired | (144 | ) | — | (33 | ) | — | (177 | ) | |||||||||||
| Proceeds from dispositions | 1,422 | — | 76 | — | 1,498 | ||||||||||||||
| Changes in short-term investments | — | — | (1 | ) | — | (1 | ) | ||||||||||||
| Cash provided by (used for) investing activities | 1,210 | (15 | ) | 10 | — | 1,205 | |||||||||||||
| Financing Activities: | |||||||||||||||||||
| Payments on short-term debt, net | (143 | ) | — | — | — | (143 | ) | ||||||||||||
| Proceeds from issuance of senior notes, net | 493 | — | — | — | 493 | ||||||||||||||
| Payments on senior notes | (421 | ) | — | — | — | (421 | ) | ||||||||||||
| Dividends paid to shareholders | (380 | ) | — | — | — | (380 | ) | ||||||||||||
| Distributions to noncontrolling interest holders | — | — | (116 | ) | — | (116 | ) | ||||||||||||
| Repurchase of treasury shares | (1,123 | ) | — | — | — | (1,123 | ) | ||||||||||||
| Exercise of stock options | 86 | — | 2 | — | 88 | ||||||||||||||
| Contingent consideration payments | (5 | ) | — | (34 | ) | — | (39 | ) | |||||||||||
| Employee withholding tax on share-based payments | (55 | ) | — | — | — | (55 | ) | ||||||||||||
| Intercompany financing activities | (1,333 | ) | (441 | ) | (1,600 | ) | 3,374 | — | |||||||||||
| Cash used for financing activities | (2,881 | ) | (441 | ) | (1,748 | ) | 3,374 | (1,696 | ) | ||||||||||
| Effect of exchange rate changes on cash from continuing operations | — | — | (158 | ) | — | (158 | ) | ||||||||||||
| Net change in cash and cash equivalents | 544 | — | 367 | — | 911 | ||||||||||||||
| Cash and cash equivalents at beginning of year | 167 | — | 1,314 | — | 1,481 | ||||||||||||||
| Cash and cash equivalents at end of year | $ | 711 | $ | — | $ | 1,681 | $ | — | $ | 2,392 |
| Statement of Cash Flows | |||||||||||||||||||
| Year Ended December 31, 2015 | |||||||||||||||||||
| (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 | $ | 1,449 | $ | 824 | $ | 740 | $ | (1,745 | ) | $ | 1,268 | ||||||||
| Adjustments to reconcile net income to cash provided by (used for) operating activities from continuing operations: | |||||||||||||||||||
| Depreciation | 40 | 18 | 32 | — | 90 | ||||||||||||||
| Amortization of intangibles | — | — | 67 | — | 67 | ||||||||||||||
| Provision for losses on accounts receivable | 1 | 1 | 6 | — | 8 | ||||||||||||||
| Deferred income taxes | 33 | 290 | (43 | ) | — | 280 | |||||||||||||
| Stock-based compensation | 23 | 24 | 31 | — | 78 | ||||||||||||||
| Gain on disposition | — | — | (11 | ) | — | (11 | ) | ||||||||||||
| Accrued legal and regulatory settlements | — | 110 | 9 | — | 119 | ||||||||||||||
| Other | 23 | 16 | 18 | — | 57 | ||||||||||||||
| Changes in operating assets and liabilities, net of effect of acquisitions and dispositions: | |||||||||||||||||||
| Accounts receivable | 3 | (27 | ) | (94 | ) | — | (118 | ) | |||||||||||
| Prepaid and current assets | (4 | ) | 14 | (5 | ) | — | 5 | ||||||||||||
| Accounts payable and accrued expenses | 8 | (34 | ) | 17 | — | (9 | ) | ||||||||||||
| Unearned revenue | (5 | ) | 66 | 68 | — | 129 | |||||||||||||
| Accrued legal and regulatory settlements | — | (1,624 | ) | — | — | (1,624 | ) | ||||||||||||
| Other current liabilities | (31 | ) | (35 | ) | (11 | ) | — | (77 | ) | ||||||||||
| Net change in prepaid/accrued income taxes | 14 | — | 115 | — | 129 | ||||||||||||||
| Net change in other assets and liabilities | 78 | 8 | (121 | ) | — | (35 | ) | ||||||||||||
| Cash provided by (used for) operating activities from continuing operations | 1,632 | (349 | ) | 818 | (1,745 | ) | 356 | ||||||||||||
| Investing Activities: | |||||||||||||||||||
| Capital expenditures | (67 | ) | (10 | ) | (62 | ) | — | (139 | ) | ||||||||||
| Acquisitions, net of cash acquired | (2,243 | ) | — | (153 | ) | — | (2,396 | ) | |||||||||||
| Proceeds from dispositions | — | — | 14 | — | 14 | ||||||||||||||
| Changes in short-term investments | — | — | (4 | ) | — | (4 | ) | ||||||||||||
| Cash used for investing activities from continuing operations | (2,310 | ) | (10 | ) | (205 | ) | — | (2,525 | ) | ||||||||||
| Financing Activities: | |||||||||||||||||||
| Additions to short-term debt | 143 | — | — | — | 143 | ||||||||||||||
| Proceeds from issuance of senior notes, net | 2,674 | — | — | — | 2,674 | ||||||||||||||
| Dividends paid to shareholders | (363 | ) | — | — | — | (363 | ) | ||||||||||||
| Distributions to noncontrolling interest holders | — | — | (104 | ) | — | (104 | ) | ||||||||||||
| Repurchase of treasury shares | (974 | ) | — | — | — | (974 | ) | ||||||||||||
| Exercise of stock options | 80 | — | 6 | — | 86 | ||||||||||||||
| Contingent consideration payments | (5 | ) | — | — | — | (5 | ) | ||||||||||||
| Purchase of additional CRISIL shares | — | — | (16 | ) | — | (16 | ) | ||||||||||||
| Employee withholding tax on share-based payments | (92 | ) | — | — | — | (92 | ) | ||||||||||||
| Intercompany financing activities | (2,020 | ) | 359 | (84 | ) | 1,745 | — | ||||||||||||
| Cash (used for) provided by financing activities from continuing operations | (557 | ) | 359 | (198 | ) | 1,745 | 1,349 | ||||||||||||
| Effect of exchange rate changes on cash from continuing operations | — | — | (67 | ) | — | (67 | ) | ||||||||||||
| Cash provided by continuing operations | (1,235 | ) | — | 348 | — | (887 | ) | ||||||||||||
| Discontinued Operations: | |||||||||||||||||||
| Cash used for operating activities | — | — | (129 | ) | — | (129 | ) | ||||||||||||
| Cash used for discontinued operations | — | — | (129 | ) | — | (129 | ) | ||||||||||||
| Net change in cash and cash equivalents | (1,235 | ) | — | 219 | — | (1,016 | ) | ||||||||||||
| Cash and cash equivalents at beginning of year | 1,402 | — | 1,095 | — | 2,497 | ||||||||||||||
| Cash and cash equivalents at end of year | $ | 167 | $ | — | $ | 1,314 | $ | — | $ | 1,481 |
Previous: Item 7A. Quantitative and Qualitative Disclosures about Market Risk · Next: Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure