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Narrative (Details)
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Remaining Performance Obligations (Details)
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Schedule of Components of Other (Income) Expense,
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(Exact name of registrant as specified in its charter)
iNew York
i13-1026995
(State
or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
i55 Water Street
,
iNew York
,
iNew
York
i10041
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: i212-i438-1000
Securities registered pursuant to Section 12(b) of the Act:
Class
Trading Symbol
Name of Exchange on which registered
iCommon stock (par value $1.00 per share)
iSPGI
iNew
York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. iYes☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). iYes☑ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer”, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act.
☑
iLarge
accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
i☐
Smaller reporting company
i☐
Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO i☑
As of April 19, 2024 (latest practicable date), i312.9 million shares of the issuer's classes of common stock (par value $1.00 per share) were outstanding excluding 7.2 million outstanding common shares held by the Markit Group Holdings Limited Employee Benefit Trust.
Report
of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of S&P Global Inc.
Results of Review of Interim Financial Statements
We have reviewed the accompanying consolidated balance sheet of S&P Global Inc. and subsidiaries (the Company) as of March 31, 2024, the related consolidated statements of income, comprehensive income, and equity for the three-month periods ended March
31, 2024 and 2023, the related consolidated statements of cash flows for the three-month periods ended March 31, 2024 and 2023, and the related notes (collectively referred to as the “consolidated interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December
31, 2023, the related consolidated statements of income, comprehensive income, equity and cash flows for the year then ended, and the related notes and schedule (not presented herein); and in our report dated February 8, 2024, we expressed an unqualified audit opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2023, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
These financial statements are the responsibility of the Company's
management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the SEC and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
1Excludes
comprehensive income of $i70 million and $i61
million for the three months ended March 31, 2024 and 2023, respectively, attributable to our redeemable noncontrolling interests.
See accompanying notes to the unaudited consolidated financial statements.
8
S&P Global Inc.
Notes to the Consolidated Financial Statements
(Unaudited)
1. iNature
of Operations and Basis of Presentation
i
S&P Global Inc. (together with its consolidated subsidiaries, “S&P Global,” the “Company,”“we,”“us” or “our”) is a provider of credit ratings, benchmarks, analytics and workflow solutions in the global capital, commodity and automotive markets.
Our operations consist of ifive
reportable segments: S&P Global Market Intelligence (“Market Intelligence”), S&P Global Ratings (“Ratings”), S&P Global Commodity Insights (“Commodity Insights”), S&P Global Mobility (“Mobility”) and S&P Dow Jones Indices (“Indices”).
•Market Intelligence is a global provider of multi-asset-class data and analytics integrated with purpose-built workflow solutions.
•Ratings is an independent provider of credit ratings, research, and analytics, offering investors and other market participants information, ratings and benchmarks.
•Commodity Insights is a leading independent provider of information and benchmark prices for the commodity and energy markets.
•Mobility
is a leading provider of solutions serving the full automotive value chain including vehicle manufacturers (Original Equipment Manufacturers or OEMs), automotive suppliers, mobility service providers, retailers, consumers, and finance and insurance companies.
•Indices is a global index provider maintaining a wide variety of valuation and index benchmarks for investment advisors, wealth managers and institutional investors.
/
As of May 2, 2023, we completed the sale of S&P Global Engineering Solutions (“Engineering Solutions”), a provider of engineering standards and related technical knowledge, and the results are included through that date.
i
The
accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. Therefore, the financial statements included herein should be read in conjunction with the financial statements and notes included in our Form 10-K for the year ended December 31, 2023 (our “Form 10-K”).
In the opinion of management, all normal recurring adjustments considered necessary for a fair statement of the results of the interim
periods have been included. The operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the full year.
iOn an ongoing basis, we evaluate our estimates and assumptions, including those related to revenue recognition, business combinations, allowance for doubtful accounts, valuation of long-lived assets, goodwill and other intangible assets, pension plans, incentive compensation and stock-based compensation, income taxes, contingencies and redeemable noncontrolling interests. Since the date of our Form 10-K,
there have been no material changes to our critical accounting policies and estimates.
Contract assets include unbilled amounts from when the
Company transfers service to a customer before a customer pays consideration or before payment is due. As of March 31, 2024 and December 31, 2023, contract assets were $i77 million and $i75
million, respectively, and are included in accounts receivable in our consolidated balance sheets.
/
9
Unearned Revenue
We record unearned revenue when cash payments are received in advance of our performance. The increase in the unearned revenue balance at March 31, 2024 compared to December 31, 2023 is primarily driven by cash payments received in advance of satisfying our performance obligations,
offset by $i1.4 billion of revenues recognized that were included in the unearned revenue balance at the beginning of the period.
Remaining Performance Obligations
Remaining performance obligations represent the transaction price of contracts for work that has not yet been performed. As of March 31,
2024, the aggregate amount of the transaction price allocated to remaining performance obligations was $i4.1 billion. We expect to recognize revenue on approximately isixty percent
and ieighty-five percent of the remaining performance obligations over the next i12 and i24
months, respectively, with the remainder recognized thereafter.
We do not disclose the value of unfulfilled performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts where revenue is a usage-based royalty promised in exchange for a license of intellectual property.
We recognize an asset for the incremental costs of obtaining a contract
with a customer if we expect the benefit of those costs to be longer than one year. We have determined that the costs associated with certain sales commission programs are incremental to the costs to obtain contracts with customers and therefore meet the criteria to be capitalized. Total capitalized costs to obtain contracts were $ii234/ million
as of March 31, 2024 and December 31, 2023, and are included in prepaid and other current assets and other non-current assets on our consolidated balance sheets. The capitalized asset will be amortized over a period consistent with the transfer to the customer of the goods or services to which the asset relates, calculated based on the customer term and the average life of the products and services underlying the contracts which has been determined to be approximately i5
years. The expense is recorded within selling and general expenses.
We expense sales commissions when incurred if the amortization period is one year or less. These costs are recorded within selling and general expenses.
The Company
holds an investment in a i50/i50 joint venture arrangement with shared control with CME Group that combined each company’s post-trade services into a joint venture, OSTTRA. The joint venture provides trade processing
and risk mitigation operations and incorporates CME Group’s optimization businesses (Traiana, TriOptima, and Reset) and the Company’s MarkitSERV business. The combination is intended to increase operating efficiencies of both the company's business to more effectively service clients with enhanced platforms and services for OTC markets across interest rate, FX, equity, and credit asset classes. Our share of earnings or losses are recognized in Equity in income on unconsolidated subsidiaries in our consolidated statements of income.
/
Other
(Income) Expense, net
i
The components of other (income) expense, net for the three months ended March 31 are as follows:
(in
millions)
2024
2023
Other components of net periodic benefit cost
$
(i6)
$
(i6)
Net
(gain) loss from investments
(i3)
i17
Other
(income) expense, net
$
(i9)
$
i11
/
10
2. iAcquisitions
and Divestitures
Acquisitions
2024
On February 20, 2024, we entered into an agreement to acquire Visible Alpha, the financial technology provider of deep industry and segment consensus data, sell-side analyst models and analytics from high-quality, exclusive sources. The acquisition is expected to create a premium offering of fundamental investment research capabilities on Market Intelligence’s Capital IQ Pro platform. The combination of Visible Alpha with S&P Capital IQ Pro, the flagship S&P Global platform for research and analysis across institutional and corporate markets, reflects S&P Global’s continued commitment to be the foremost provider in
this space. The transaction with Visible Alpha is subject to customary closing conditions, including receipt of certain regulatory approvals, and is expected to close during 2024. The proposed acquisition of Visible Alpha is not expected to be material to our consolidated financial statements.
2023
On February 16, 2023, we completed the acquisition of Market Scan Information Systems, Inc. (“Market Scan”), a leading provider of automotive pricing and incentive intelligence, including Automotive Payments as a ServiceTM and its powerful payment calculation engine. The addition of Market Scan to Mobility enabled the integration of detailed transaction intelligence in areas that are complementary to existing services for dealers,
OEMs, lenders, and other market participants. The acquisition of Market Scan is not material to our consolidated financial statements.
On January 3, 2023, we completed the acquisition of ChartIQ, a premier charting provider for the financial services industry. ChartIQ is a professional grade charting solution that allows users to visualize data with a fully interactive web-based library that works seamlessly across web, mobile and desktop. It provides advanced capabilities including trade visualization, options analytics, technical analysis and more. Additionally, ChartIQ allows clients to visualize vendor-supplied data combined with their own proprietary content, alternative datasets or analytics. The acquisition is part of our Market Intelligence segment and further enhances our S&P Capital IQ Pro platform and other workflow solutions
to provide the industry with leading visualization capabilities. The acquisition of ChartIQ is not material to our consolidated financial statements.
On January 4, 2023, we completed the acquisition of TruSight Solutions LLC (“TruSight”) a provider of third-party vendor risk assessments. The acquisition was integrated into our Market Intelligence segment and further expanded the breadth and depth of S&P Global’s third party vendor risk management solutions by offering high-quality validated assessment data to clients designed to reduce further the vendor due diligence burden on service providers to the financial services industry. The acquisition of TruSight is not material to our consolidated financial statements.
Divestitures
2024
On
February 20, 2024 we announced our intent to explore strategic opportunities for Fincentric, formerly known as Markit Digital. Fincentric is S&P Global’s premier digital solutions provider focused on developing mobile applications and websites for retail brokerages and other financial institutions. Fincentric specializes in designing cutting-edge financial data visualizations, interfaces and investor experiences. Fincentric joined S&P Global through the merger with IHS Markit and is part of our Market Intelligence segment. The assets and liabilities of Fincentric were classified as held for sale in our consolidated balance sheet as of March 31, 2024. The proposed divestiture of Fincentric is not expected to be material to our consolidated financial
statements.
2023
In the first quarter of 2023, we received a contingent payment following the sale of Leveraged Commentary and Data (“LCD”) along with a related family of leveraged loan indices in June of 2022. The contingent payment was payable six months following the closing upon the achievement of certain conditions related to the transition of LCD customer relationships. During the three months ended March 31, 2023, the contingent payment resulted in a pre-tax gain of $i46 million
($i34 million after-tax) related to the sale of LCD in our Market Intelligence segment and $i4 million ($i3 million
after-tax) in Gain on disposition related to the sale of a family of leveraged loan indices in our Indices segment.
11
Assets and Liabilities Held for Sale
i
The components of assets and liabilities held for sale in the consolidated balance sheets consist
of the following:
1Assets
and liabilities held for sale as of March 31, 2024 relate to Fincentric.
The operating profit (loss) of our businesses that were held for sale or disposed of for the three months ended March 31 is as follows:
(in millions)
2024
2023
Operating
profit (loss) 2
$
(i3)
$
i15
2
The operating profit (loss) presented includes the revenue and recurring direct expenses associated with businesses held for sale or disposed of. The three months ended March 31, 2023 excludes a pre-tax gain related to the sale of LCD and leveraged loan indices of $i50 million.
/
3. iIncome
Taxes
The effective income tax rate was i18.8% and i17.9% for the three months ended March 31, 2024 and March
31, 2023, respectively. The increase in the three months ended March 31, 2024 was primarily due to change in mix of income by jurisdiction.
At the end of each interim period, we estimate the annual effective tax rate and apply that rate to our ordinary quarterly earnings. The tax expense or benefit related to significant unusual or infrequently occurring items that will be separately reported or reported net of their related tax effect, and are individually computed, is recognized in the interim period in which those items occur. In addition, the effect of changes in enacted tax laws or rates or tax status is recognized in the interim period in which the change occurs.
The Company
is subject to tax examinations in various jurisdictions. As of March 31, 2024 and December 31, 2023, the total amount of federal, state and local, and foreign unrecognized tax benefits was $i225 million and $i230
million, respectively, exclusive of interest and penalties. We recognize accrued interest and penalties related to unrecognized tax benefits in interest expense and operating-related expense, respectively. As of March 31, 2024 and December 31, 2023, we had $i52 million and $i50
million, respectively, of accrued interest and penalties associated with unrecognized tax benefits. Based on the current status of income tax audits, we believe that the total amount of unrecognized tax benefits may decrease by approximately $i12 million in the next twelve months as a result of the resolution of local tax examinations.
The Organization for Economic Co-operation and Development (“OECD”) introduced an international tax framework under Pillar Two which includes
a global minimum tax of 15%. This framework has been implemented by several jurisdictions, including jurisdictions in which we operate, with effect from January 1, 2024, and many other jurisdictions, including jurisdictions in which we operate, are in the process of implementing it. The effect of enacted Pillar Two taxes has been included in the results disclosed and did not have a significant impact on our consolidated financial statements. The Company continues to monitor jurisdictions that are expected to implement Pillar Two in the future, and it is in the process of evaluating the potential impact of the enactment of Pillar Two by such jurisdictions on its consolidated financial statements.
12
4. iDebt
i
A
summary of short-term and long-term debt outstanding is as follows:
i2.70%
Sustainability-Linked Senior Notes, due 2029 9
i1,236
i1,236
i1.25%
Senior Notes, due 2030 10
i595
i595
i2.90%
Senior Notes, due 2032 11
i1,475
i1,474
i5.25%
Senior Notes, due 2033 12
i743
i743
i6.55%
Senior Notes, due 2037 13
i291
i291
i4.5%
Senior Notes, due 2048 14
i272
i272
i3.25%
Senior Notes, due 2049 15
i590
i590
i3.70%
Senior Notes, due 2052 16
i975
i975
i2.3%
Senior Notes, due 2060 17
i683
i683
i3.9%
Senior Notes, due 2062 18
i486
i486
Commercial
paper
i250
i—
Total
debt
i11,705
i11,459
Less: short-term debt including current maturities
i301
i47
Long-term
debt
$
i11,404
$
i11,412
1
Interest payments are due semiannually on May 1 and November 1.
2 Interest payments are due semiannually on February 15 and August 15.
3 Interest payments are due semiannually on March 1 and September 1.
4 Interest payments are due semiannually on January 22 and July 22, and as of March 31, 2024, the unamortized debt discount and issuance costs total $i3
million.
5 Interest payments are due semiannually on March 1 and September 1 and as of March 31, 2024, the unamortized debt discount and issuance costs total $i10 million.
6 Interest payments are due semiannually on February 1 and August 1.
7 Interest payments are due
semiannually on May 1 and November 1.
8 Interest payments are due semiannually on June 1 and December 1, and as of March 31, 2024, the unamortized debt discount and issuance costs total $i3 million.
9 Interest payments are due semiannually on March 1 and September 1 and as of March 31, 2024,
the unamortized debt discount and issuance costs total $i14 million.
10 Interest payments are due semiannually on February 15 and August 15, and as of March 31, 2024, the unamortized debt discount and issuance costs total $i5
million.
11 Interest payments are due semiannually on March 1 and September 1 and as of March 31, 2024, the unamortized debt discount and issuance costs total $i25 million.
12 Interest payments are due semiannually on March 15 and September 15, beginning on March 15, 2024, and as of March
31, 2024, the unamortized debt discount and issuance costs total $i7 million.
13 Interest payments are due semiannually on May 15 and November 15, and as of March 31, 2024, the unamortized debt discount and issuance costs total $i2
million.
/
13
14 Interest payments are due semiannually on May 15 and November 15, and as of March 31, 2024, the unamortized debt discount and issuance costs total $i11
million.
15 Interest payments are due semiannually on June 1 and December 1, and as of March 31, 2024, the unamortized debt discount and issuance costs total $i10 million.
16 Interest payments are due semiannually on March 1 and September 1 and as of March 31, 2024, the
unamortized debt discount and issuance costs total $i25 million.
17 Interest payments are due semiannually on February 15 and August 15, and as of March 31, 2024, the unamortized debt discount and issuance costs total $i17
million.
18 Interest payments are due semiannually on March 1 and September 1 and as of March 31, 2024, the unamortized debt discount and issuance costs total $i14 million.
The fair value of our total debt borrowings was $i10.1
billion and $i10.3 billion as of March 31, 2024 and December 31, 2023, respectively, and was estimated based on quoted market prices.
We have the ability to borrow a total of $i2.0 billion
through our commercial paper program, which is supported by our $i2.0 billion ifive-year credit agreement (our “credit facility”) that will terminate on April 26, 2026. As of March 31, 2024,
there was $i250 million of commercial paper outstanding. As of December 31, 2023, we had ino outstanding commercial paper.
Commitment
fees for the unutilized commitments under the credit facility and applicable margins for borrowings thereunder are linked to the Company achieving ithree environmental sustainability performance indicators related to emissions, tested annually. We currently pay a commitment fee of i8
basis points. The credit facility contains customary affirmative and negative covenants and customary events of default. The occurrence of an event of default could result in an acceleration of the obligations under the credit facility.
The only financial covenant required is that our indebtedness to cash flow ratio, as defined in our credit facility, was not greater than i4 to 1, and this covenant level has never been exceeded.
5. iDerivative
Instruments
Our exposure to market risk includes changes in foreign exchange rates and interest rates. We have operations in foreign countries where the functional currency is primarily the local currency. For international operations that are determined to be extensions of the parent company, the U.S. dollar is the functional currency. We typically have naturally hedged positions in most countries from a local currency perspective with offsetting assets and liabilities. As of March 31, 2024 and December 31, 2023, we have entered into foreign exchange forward contracts to mitigate or hedge the effect of adverse fluctuations in foreign exchange rates and held cross currency swap contracts
to hedge a portion of our net investment in a foreign subsidiary against volatility in foreign exchange rates. As of December 31, 2023, we held a series of interest rate swaps to mitigate or hedge the adverse fluctuations in interest rates on our future debt refinancing. These contracts are recorded at fair value that is based on foreign currency exchange rates and interest rates in active markets; therefore, we classify these derivative contracts within Level 2 of the fair value hierarchy. We do not enter into any derivative financial instruments for speculative purposes.
Undesignated Derivative Instruments
During
the three months ended March 31, 2024 and twelve months ended December 31, 2023, we entered into foreign exchange forward contracts in order to mitigate the change in fair value of specific assets and liabilities in the consolidated balance sheets. These forward contracts do not qualify for hedge accounting. As of March 31, 2024 and December 31, 2023, the aggregate notional value of these outstanding forward contracts was $i2.9 billion
and $i2.6 billion, respectively. The changes in fair value of these forward contracts are recorded in prepaid and other current assets or other current liabilities in the consolidated balance sheets with their corresponding change in fair value recognized in selling and general expenses in the consolidated statements of income. The amount recorded in prepaid and other current assets as of March 31, 2024 and December 31, 2023 was
less than $i7 million and $i69 million, respectively. The amount recorded in other current liabilities as of March 31, 2024 and December 31, 2023 was $i15 million
and $i1 million, respectively. The amount recorded in selling and general expense related to these contracts was a net loss of $i37 million
and a net gain of $i29 million for three months ended March 31, 2024 and 2023, respectively.
Net Investment Hedges
As of March 31, 2024 and December 31, 2023,
we held cross currency swaps to hedge a portion of our net investment in one of our European subsidiaries against volatility in the Euro/U.S. dollar exchange rate. These swaps are designated and qualify as a hedge of a net investment in a foreign subsidiary and are scheduled to mature in 2024, 2029 and 2030. The notional value of
14
our outstanding cross currency swaps designated as a net investment hedge was $ii1.5/ billion
as of March 31, 2024 and December 31, 2023. The changes in the fair value of these swaps are recognized in foreign currency translation adjustments, a component of other comprehensive income (loss), and reported in accumulated other comprehensive loss in our consolidated balance sheet. The gain or loss will be subsequently reclassified into net earnings when the hedged net investment is either sold or substantially liquidated. We have elected to assess the effectiveness of our net investment hedges based on changes in spot exchange rates. Accordingly, amounts related to the cross currency swaps recognized directly in net income for the three months ended March 31, 2024 represent net periodic interest settlements and accruals, which are recognized in interest expense, net. We recognized net interest income of $i8 million
and interest expense of $i9 million for the three months ended March 31, 2024 and 2023, respectively.
During
the three months ended March 31, 2024 and the twelve months ended December 31, 2023, we entered into a series of foreign exchange forward contracts to hedge a portion of the Indian rupee, British pound, and Euro exposures through the first quarter of 2026 and the fourth quarter of 2025, respectively. These contracts are intended to offset the impact of movement of exchange rates on future revenue and operating costs and are scheduled to mature within iitwenty-four
months/. The changes in the fair value of these contracts are initially reported in accumulated other comprehensive loss in our consolidated balance sheet and are subsequently reclassified into revenue and selling and general expenses in the same period that the hedged transaction affects earnings.
As of March 31, 2024, we estimate that $i6 million
of pre-tax gain related to foreign exchange forward contracts designated as cash flow hedges recorded in other comprehensive income is expected to be reclassified into earnings within the next twelve months.
As of March 31, 2024 and December 31, 2023, the aggregate notional value of our outstanding foreign exchange forward contracts designated as cash flow hedges was $i540
million and $i529 million, respectively.
Interest Rate Swaps
During the three months ended March 31, 2024, we terminated our interest rate swap contracts with an aggregate notional value of $i813 million
and received net proceeds of $i155 million upon termination. These contracts were designated as cash flow hedges and were scheduled to mature beginning in the first quarter of 2027. We performed a final effectiveness test upon the termination of each swap, and the effective portion of the gain of $i155 million
was recorded in accumulated other comprehensive loss in our consolidated balance sheet. The gain will be recognized into interest expense, net over the term which related interest payments will be made when we enter into anticipated future debt refinancing.
i
The following table provides information on the location and fair value amounts of our cash flow hedges and net investment hedges as of March 31,
2024 and December 31, 2023:
The
following table provides information on the location and amounts of pre-tax gains (losses) on our cash flow hedges and net investment hedges for the three months ended March 31:
15
(in millions)
Gain
(Loss) recognized in Accumulated Other Comprehensive Loss (effective portion)
Location of Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into Income (effective portion)
Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into Income (effective portion)
2024
2023
2024
2023
Cash flow hedges - designated as hedging instruments
Net
investment hedges - designated as hedging instruments
Cross currency swaps
$
i30
$
(i9)
Interest
expense, net
$
(i1)
$
(i1)
i
The
activity related to the change in unrealized gains (losses) in accumulated other comprehensive loss was as follows for the three months ended March 31:
Net unrealized gains on cash flow hedges, net of taxes, beginning of period
$
i84
$
i48
Change
in fair value, net of tax
i16
(i26)
Reclassification
into earnings, net of tax
i—
i1
Net
unrealized gains on cash flow hedges, net of taxes, end of period
$
i100
$
i23
Net
Investment Hedges
Net unrealized (losses) gains on net investment hedges, net of taxes, beginning of period
$
(i21)
$
i56
Change
in fair value, net of tax
i21
(i8)
Reclassification
into earnings, net of tax
i1
i1
Net
unrealized gains on net investment hedges, net of taxes, end of period
$
i1
$
i49
/
6.
iEmployee 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 a voluntary 401(k) plan under which we may match employee contributions up to certain levels of compensation as well as profit-sharing plans under which we contribute a percentage of eligible employees’ compensation to the employees’ accounts.
We also provide certain medical, dental and life insurance benefits for active 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
16
comprehensive loss represent net unrecognized actuarial losses and unrecognized prior service costs. These amounts will be subsequently recognized as net periodic pension cost pursuant to our accounting policy for amortizing such amounts.
Net periodic benefit cost for our retirement and postretirement plans other than the service cost component are included in other income, net in our consolidated statements of income.
i
The
components of net periodic benefit cost for our retirement plans and postretirement plans for the three months ended March 31 are as follows:
(in millions)
2024
2023
Interest
cost
$
i17
$
i18
Expected
return on assets
(i24)
(i25)
Amortization
of prior service credit / actuarial loss
i1
i1
Net
periodic benefit cost
$
(i6)
$
(i6)
/
Net periodic benefit cost related to our postretirement plans reflected in the table above was not material for the three months ended March 31, 2024 and 2023.
As discussed in our Form 10-K, we changed certain discount rate assumptions for our retirement and postretirement plans which became effective on January 1, 2024. The effect of the assumption changes on retirement and postretirement expense for the three months ended March 31, 2024 did not have a material impact to our financial position, results of operations or cash flows.
In
the first three months of 2024, we contributed $i3 million to our retirement plans and expect to make additional required contributions of approximately $i8
million to our retirement plans during the remainder of the year. We may elect to make additional non-required contributions depending on investment performance or any potential deterioration of our pension plan status in the remaining nine months of 2024.
7. iStock-Based Compensation
We issue stock-based incentive
awards to our eligible employees under the 2019 Employee Stock Incentive Plan and to our eligible non-employee members of the Board of Directors under a Director Deferred Stock Ownership Plan.
For the three months ended March 31, 2024 and 2023, total stock-based compensation expense related to restricted stock and other stock-based awards was $i33 million and $i46
million, respectively. During the three months ended March 31, 2024, the Company granted i0.4 million shares of restricted stock and other stock-based awards, which had a weighted average grant date fair value of $i422.70
per share. Total unrecognized compensation expense related to unvested equity awards as of March 31, 2024 was $i259 million, which is expected to be recognized over a weighted average period of i1.6
years.
8. iEquity
Dividends
On January 23, 2024, the Board of Directors approved an increase in the dividends for 2024 to a quarterly common stock dividend of $i0.91
per share.
Stock Repurchases
On June 22, 2022, the Board of Directors approved a share repurchase program authorizing the purchase of i30 million shares (the “2022 Repurchase Program”), which was approximately i9%
of the total shares of our outstanding common stock at that time.
Our purchased shares may be used for general corporate purposes, including the issuance of shares for stock compensation plans and to offset the dilutive effect of the exercise of employee stock options. As of March 31, 2024, i17.4 million shares remained available under the 2022 Repurchase Program. Our 2022 Repurchase
Program has no expiration date and purchases under this program may be made from time to time on the open market and in private transactions, depending on market conditions.
17
We enter into accelerated share repurchase (“ASR”) agreements with financial institutions to initiate share repurchases of our common stock. Under an ASR agreement, we pay a specified amount to the financial institution and receive an initial delivery of shares. This initial delivery of shares represents the minimum number of shares that we may receive under the agreement. Upon settlement of the ASR agreement, the financial institution delivers additional shares. The total number of shares ultimately delivered, and therefore the average price paid per
share, is determined at the end of the applicable purchase period of each ASR agreement based on the volume weighted-average share price, less a discount. We account for our ASR agreements as itwo transactions: a stock purchase transaction and a forward stock purchase contract. The shares delivered under the ASR agreements resulted in a reduction of outstanding shares used to determine our weighted average common shares outstanding for purposes
of calculating basic and diluted earnings per share. The repurchased shares are held in Treasury. The forward stock purchase contracts were classified as equity instruments.
i
The terms of each ASR agreement entered into during the three months ended March 31, 2024 and 2023, structured as outlined above, are as follows:
(in
millions, except average price paid per share)
1 The ASR agreement was structured as an uncapped ASR agreement in which we paid $i500 million and initially received shares valued at i85%
of the $i500 million at a price equal to the market price of the Company’s common stock on February 12, 2024 when the Company received an initial delivery of i1.0 million
shares from the ASR program. We completed the ASR agreement on April 12, 2024 and received an additional i0.2 million shares. We repurchased a total of i1.2 million shares under the ASR
agreement for an average purchase price of $i421.05 per share. The ASR agreement was executed under our 2022 Repurchase Program.
2 The ASR agreement was structured as an uncapped ASR agreement in which we paid $i500 million
and initially received shares valued at i85% of the $i500 million at a price equal to the market price of the Company’s
common stock on February 13, 2023 when the Company received an initial delivery of i1.1 million shares from the ASR program. We completed the ASR agreement on May 5, 2023 and received an additional i0.3 million
shares. The ASR agreement was executed under our 2022 Repurchase Program.
/
During the three months ended March 31, 2024, we received i1.2 million shares, including i0.2 million
shares received in February of 2024 related to our November 13, 2023 ASR agreement. During the three months ended March 31, 2024, we purchased a total of i1.0 million shares for $i500 million
of cash. During the three months ended March 31, 2023, we purchased a total of i1.1 million shares for $i500 million of cash.
Redeemable
Noncontrolling Interests
Our redeemable noncontrolling interests include an agreement with the minority partners that own i27% of our S&P Dow Jones Indices LLC joint venture that contains redemption features whereby interests held by minority partners are redeemable either (i) at the option of the holder or (ii) upon the occurrence of an event that is not solely within our control. Specifically, under the terms of the operating agreement of S&P Dow Jones Indices LLC, CME Group and CME Group
Index Services LLC (“CGIS”) has the right at any time to sell, and we are obligated to buy, at least i20% 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 i15
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 interests” with an initial value based on fair value for the portion attributable to the net assets we acquired, and based on our historical cost for the portion attributable to our S&P Index business. We adjust the redeemable noncontrolling interest each reporting period to its estimated redemption value, but never less than its initial fair value, using both income and market valuation approaches. Our income and market valuation approaches
incorporate Level 3 fair value measures for instances when observable inputs are not available. The more significant judgmental assumptions used to estimate the value of the S&P Dow Jones Indices LLC joint venture include an estimated discount rate, a range of assumptions that form the basis of the expected future net cash flows (e.g., the revenue growth rates and operating margins), and a company specific beta. The significant judgmental assumptions used that incorporate market data, including the relative weighting of market observable information and the comparability of that information in our valuation models, are forward-looking and could be affected by future economic and market conditions. Any adjustments to the redemption value will impact retained income.
18
Noncontrolling interests that do not contain such redemption features are presented in equity.
i
Changes to redeemable noncontrolling interests during the three months ended March 31, 2024 were as follows:
1Includes
an unrealized gain related to our cross currency swaps. See Note 5 – Derivative Instruments for additional detail of items recognized in accumulated other comprehensive loss.
2Reflects amortization of net actuarial losses and is net of a tax benefit of less than $i1 million for the three months ended March 31, 2024. See Note 6 —
Employee Benefits for additional details of items reclassed from accumulated other comprehensive loss to net earnings.
3See Note 5 — DerivativeInstruments for additional details of items reclassified from accumulated other comprehensive loss to net earnings.
/
9. iEarnings
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.
19
i
The
calculation of basic and diluted EPS for the three months ended March 31 is as follows:
(in millions, except per share amounts)
2024
2023
Amounts attributable to S&P Global
Inc. common shareholders:
Net income
$
i991
$
i795
Basic
weighted-average number of common shares outstanding
i313.6
i321.3
Effect
of stock options and other dilutive securities
i0.4
i0.8
Diluted
weighted-average number of common shares outstanding
i314.0
i322.1
Earnings
per share attributable to S&P Global Inc. common shareholders:
Net
income:
Basic
$
i3.16
$
i2.47
Diluted
$
i3.16
$
i2.47
/
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 when the necessary vesting conditions have not been met or when a net loss exists. For the three months ended March 31, 2024 and 2023, there were iino/
stock options excluded. Restricted performance shares outstanding of i0.9 million and i0.8
million as of March 31, 2024 and 2023, respectively, were excluded.
10. iRestructuring
We continuously evaluate our cost structure to identify cost savings associated with streamlining our management structure.
Our 2024 and 2023 restructuring plans consisted of a company-wide workforce reduction of approximately i287 and i1,050 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 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.
i
The
initial restructuring charge recorded and the ending reserve balance as of March 31, 2024 by segment is as follows:
2024 Restructuring Plan
2023 Restructuring Plan
(in millions)
Initial Charge Recorded
Ending
Reserve Balance
Initial Charge Recorded
Ending Reserve Balance
Market Intelligence
$
i31
$
i24
$
i90
$
i41
Ratings
i1
i1
i10
i5
Commodity
Insights
i—
i—
i26
i12
Mobility
i—
i—
i9
i5
Indices
i1
i1
i5
i2
Corporate
i2
i2
i43
i18
Total
$
i35
$
i28
$
i183
$
i83
/
We
recorded a pre-tax restructuring charge of $i35 million primarily related to employee severance charges for the 2024 restructuring plan during the three months ended March 31, 2024 and have reduced the reserve by $i7 million.
The ending reserve balance for the 2023 restructuring plan was $i152 million as of December 31, 2023. For the three months ended March 31, 2024, we have reduced the reserve for the 2023 restructuring plan by $i69
million. The reductions primarily related to cash payments for employee severance charges.
20
11. iSegment and Related Information
We have ifive
reportable segments: Market Intelligence, Ratings, Commodity Insights, Mobility and Indices. Our Chief Executive Officer is our chief operating decision-maker and evaluates performance of our segments and allocates resources based primarily on operating profit. Segment operating profit does not include Corporate Unallocated expense, equity in income on unconsolidated subsidiaries, other (income) expense, net, or interest expense, net, as these are amounts that do not affect the operating results of our reportable segments. As of May 2, 2023, we completed the sale of Engineering Solutions and the results are included through that date.
i
A
summary of operating results for the three months ended March 31 is as follows:
1Revenue for Ratings and expenses for Market Intelligence include an intersegment royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.
2Operating profit for 2024 includes employee severance charges of $i31 million, IHS Markit merger costs of $i11 million
and acquisition-related costs of $i3 million. Operating profit for 2023 includes a gain on disposition of $i46 million, IHS Markit merger costs of $i13 million
and employee severance charges of $i6 million. Additionally, operating profit includes amortization of intangibles from acquisitions of $i140 million and $i141 million
for 2024 and 2023, respectively.
3Operating profit for 2024 and 2023 includes employee severance charges of $i2 million and $i1 million, respectively. Additionally, operating profit includes amortization of intangibles from
acquisitions of $i7 million and $i2 millionfor 2024 and 2023, respectively.
4Operating profit for 2024 includes
IHS Markit merger costs of $i5 million. Operating profit for 2023 includes IHS Markit merger costs of $i13 million and employee severance charges of $i2 million.
Additionally, operating profit includes amortization of intangibles from acquisitions of $i32 million and $i33 million for 2024 and 2023, respectively.
5Operating
profit for 2024 includes IHS Markit merger costs of $i1 million. Operating profit for 2023 includes IHS Markit merger costs of $i1 million and acquisition-related costs of $i1 million.
Additionally, operating profit includes amortization of intangibles from acquisitions of $i76 million and $i74 million for 2024 and 2023, respectively.
6Operating
profit for 2024 includes IHS Markit merger costs of $i1 million and employee severance charges of $i1 million. Operating profit for 2023 includes a gain on disposition of $i4 million,
employee severance charges of $i1 million and IHS Markit merger costs of $i1 million. Additionally, operating profit includes amortization of intangibles from acquisitions of $ii9/
million for 2024 and 2023.
7Operating profit for 2023 includes amortization of intangibles from acquisitions of $i2 million.
/
21
8Corporate Unallocated
expense for 2024 includes IHS Markit merger costs of $i18 million, employee severance charges of $i2 million, acquisition-related costs of $i1 million
and recovery of lease-related costs of $i1 million. Corporate Unallocated expense for 2023 includes IHS Markit merger costs of $i37 million, disposition related costs of $i13 million,
employee severance charges of $i1 million and acquisition-related costs of $i1 million. Additionally, Corporate Unallocated expense includes amortization of intangibles from acquisitions of $i1
million for 2023.
9Equity in Income on Unconsolidated Subsidiaries includes amortization of intangibles from acquisitions of $ii14/
million for 2024 and 2023.
The following table presents our revenue disaggregated by revenue type for the three months ended March 31:
(in
millions)
Market Intelligence
Ratings
Commodity Insights
Mobility
Indices
Engineering Solutions 1
Intersegment Elimination 2
Total
2024
Subscription
$
i947
$
i—
$
i450
$
i311
$
i70
$
i—
$
i—
$
i1,778
Non-subscription
/ Transaction
i54
i582
i83
i75
i—
i—
i—
i794
Non-transaction
i—
i480
i—
i—
i—
i—
(i45)
i435
Asset-linked
fees
i—
i—
i—
i—
i244
i—
i—
i244
Sales
usage-based royalties
i—
i—
i26
i—
i73
i—
i—
i99
Recurring
variable revenue
i141
i—
i—
i—
i—
i—
i—
i141
Total
revenue
$
i1,142
$
i1,062
$
i559
$
i386
$
i387
$
i—
$
(i45)
$
i3,491
Timing
of revenue recognition
Services transferred at a point in time
$
i54
$
i582
$
i83
$
i75
$
i—
$
i—
$
i—
$
i794
Services
transferred over time
i1,088
i480
i476
i311
i387
i—
(i45)
i2,697
Total
revenue
$
i1,142
$
i1,062
$
i559
$
i386
$
i387
$
i—
$
(i45)
$
i3,491
(in
millions)
Market Intelligence
Ratings
Commodity Insights
Mobility
Indices
Engineering Solutions 1
Intersegment Elimination 2
Total
2023
Subscription
$
i890
$
i—
$
i409
$
i281
$
i66
$
i94
$
i—
$
i1,740
Non-subscription
/ Transaction
i56
i379
i80
i77
i—
i6
i—
i598
Non-transaction
i—
i445
i—
i—
i—
i—
(i42)
i403
Asset-linked
fees
i—
i—
i—
i—
i210
i—
i—
i210
Sales
usage-based royalties
i—
i—
i19
i—
i65
i—
i—
i84
Recurring
variable revenue
i125
i—
i—
i—
i—
i—
i—
i125
Total
revenue
$
i1,071
$
i824
$
i508
$
i358
$
i341
$
i100
$
(i42)
$
i3,160
Timing
of revenue recognition
Services transferred at a point in time
$
i56
$
i379
$
i80
$
i77
$
i—
$
i6
$
i—
$
i598
Services
transferred over time
i1,015
i445
i428
i281
i341
i94
(i42)
i2,562
Total
revenue
$
i1,071
$
i824
$
i508
$
i358
$
i341
$
i100
$
(i42)
$
i3,160
1 As
of May 2, 2023, we completed the sale of Engineering Solutions and the results are included through that date.
2 Intersegment eliminations primarily consists of a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.
22
i
The
following provides revenue by geographic region for the three months ended March 31:
(in millions)
2024
2023
U.S.
$
i2,150
$
i1,926
European
region
i776
i711
Asia
i356
i337
Rest
of the world
i209
i186
Total
$
i3,491
$
i3,160
/
See
Note 2 —Acquisitions and Divestitures and Note 10 —Restructuring for additional actions that impacted the segment operating results.
12. iCommitments and Contingencies
Leases
We determine whether an arrangement meets the criteria for an operating lease or a finance lease at the inception of the arrangement. We have operating leases for office space and equipment. Our leases have remaining lease terms of i1 year to i11 years, some of which include options to extend
the leases for up to i15 years, and some of which include options to terminate the leases within i1 year. We sublease certain real estate leases to third parties which mainly consist of operating leases for space within our offices.
Leases with an initial
term of 12 months or less are not recorded on the balance sheet; we recognize lease expenses for these leases on a straight line-basis over the lease term in operating-related expenses and selling and general expenses.
Operating lease ROU assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. Our future minimum based payments used to determine our lease liabilities include minimum based rent payments and escalations. As most of our leases do not provide an implicit rate, we use our estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.
i
The
following table provides information on the location and amounts of our leases on our consolidated balance sheets as of March 31, 2024 and December 31, 2023:
(in millions)
March 31,
December 31,
Balance
Sheet Location
2024
2023
Assets
Right of use assets
Lease right of use assets
$
i371
$
i379
Liabilities
Other current liabilities
Current lease liabilities
i103
i105
Lease
liabilities — non-current
Non-current lease liabilities
i524
i541
/i
The
components of lease expense for the three months ended March 31 are as follows:
(in millions)
2024
2023
Operating
lease cost
$
i34
$
i30
Sublease
income
(i4)
(i4)
Total
lease cost
$
i30
$
i26
/
23
Supplemental
information related to leases for the three months ended March 31 are as follows:
(in millions)
2024
2023
Cash
paid for amounts included in the measurement for operating lease liabilities
Operating cash flows for operating leases
$
i34
$
i39
Right
of use assets obtained in exchange for lease obligations
Operating leases
i10
i—
i
Weighted-average
remaining lease term and discount rate for our operating leases are as follows:
In June of 2012, we entered into a license agreement (the “License Agreement") with the holder of S&P Dow Jones Indices LLC noncontrolling interest, CME Group, replacing the 2005 license agreement between Indices and CME Group. Under the terms of the License Agreement, S&P Dow Jones Indices LLC receives a share of the profits from the trading and clearing of CME Group’s equity index products. During the three months ended March 31, 2024 and 2023, S&P Dow Jones Indices LLC earned $i48
million and $i44 million of revenue under the terms of the License Agreement. The entire amount of this revenue is included in our consolidated statement of income and the portion related to the i27%
noncontrolling interest is removed in net income attributable to noncontrolling interests.
Legal and Regulatory Matters
In the normal course of business both in the United States and abroad, the Company and its subsidiaries are defendants in a number of legal proceedings and are often subjected to government and regulatory proceedings, investigations and inquiries.
A class action lawsuit was filed in Australia on August 7, 2020 against the
Company and a subsidiary of the Company. A separate lawsuit was filed against the Company and a subsidiary of the Company in Australia on February 2, 2021 by itwo entities within the Basis Capital investment group. The lawsuits both relate to alleged investment losses in collateralized debt
obligations rated by Ratings prior to the financial crisis. We can provide no assurance that we will not be obligated to pay significant amounts in order to resolve these matters on terms deemed acceptable.
From time to time, the Company receives customer complaints. The Company believes it has strong contractual protections in the terms and conditions included in its arrangements with customers. Nonetheless, in the interest of managing customer relationships, the Company from time to time engages in dialogue with such customers in an effort to resolve such complaints, and if such complaints cannot be resolved through dialogue, may face
litigation regarding such complaints. The Company does not expect to incur material losses as a result of these matters.
24
Moreover, various government and self-regulatory agencies frequently make inquiries and conduct investigations into our compliance with applicable laws and regulations, including those related to ratings activities, antitrust matters and other matters, such as ESG. For example, as a nationally recognized statistical rating organization ("NRSRO") registered with the SEC under Section 15E of the Exchange Act, S&P Global Ratings is in ongoing communication with the staff of the SEC regarding compliance with its extensive
obligations under the federal securities laws. S&P Global Ratings is currently responding to requests for documents and information from the SEC in connection with an investigation concerning S&P Global Ratings’ compliance with record retention requirements relating to electronic business communications sent or received via electronic messaging channels. As has been publicly reported, the SEC has undertaken similar investigations across various industries, including other NRSROs. Although S&P Global seeks to promptly address any compliance issues that it detects or that the staff of the SEC or another regulator raises, there can be no assurance that the SEC or another regulator will not seek remedies against S&P Global for one or more compliance deficiencies. Any of these proceedings, investigations or inquiries could ultimately result in adverse judgments, damages, fines, penalties or activity restrictions, which could adversely impact our consolidated
financial condition, cash flows, business or competitive position.
In view of the uncertainty inherent in litigation and government and regulatory enforcement matters, we cannot predict the eventual outcome of such matters or the timing of their resolution, or in most cases reasonably estimate what the eventual judgments, damages, fines, penalties or impact of activity (if any) restrictions may be. As a result, we cannot provide assurance that such outcomes will not have a material adverse effect on our consolidated financial condition, cash flows, business or competitive position. As litigation or the process to resolve pending matters progresses, as the case may be, we will continue to review the latest information available and assess our ability to predict the outcome of such matters and the effects, if any, on our consolidated financial condition, cash flows, business or competitive
position, which may require that we record liabilities in the consolidated financial statements in future periods.
13. iRecently Issued or Adopted Accounting Standards
i
In
December of 2023, the Financial Accounting Standards Board (“FASB”) issued accounting guidance that expands disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions. The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted, and should be applied either prospectively or retrospectively. We are currently evaluating the impact of this guidance on the Company’s disclosures.
In November of 2023, the FASB issued accounting guidance that expands reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December
15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. We are currently evaluating the impact of this guidance on the Company’s disclosures.
In March of 2020, the FASB issued accounting guidance to provide temporary optional expedients and exceptions to the current contract modifications and hedge accounting guidance in light of the expected market transition from London Interbank Offered Rate (“LIBOR”) to alternative rates. The new guidance provides optional expedients and exceptions
to transactions affected by reference rate reform if certain criteria are met. The transactions primarily include (1) contract modifications, (2) hedging relationships, and (3) sale or transfer of debt securities classified as held-to-maturity. In December of 2022, the FASB amended its guidance to defer the sunset date from December 31, 2022 to December 31, 2024. The Company may elect to adopt the amendments prospectively to transactions existing as of or entered into from the date of adoption through December 31, 2024. We do not expect this guidance to have a significant impact on our consolidated financial statements.
25
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations (Unaudited)
The following Management’s Discussion and Analysis (“MD&A”) provides a narrative of the results of operations and financial condition of S&P Global Inc. (together with its consolidated subsidiaries, “S&P Global,” the “Company,”“we,”“us” or “our”) for the three months ended March 31, 2024. The MD&A should be read in conjunction with the consolidated financial statements, accompanying notes and MD&A included in our Form 10-K for the year ended December 31, 2023 (our “Form 10-K”), which have been prepared in accordance
with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The MD&A includes the following sections:
•Overview
•Results of Operations — Comparing the Three Months Ended March 31, 2024 and 2023
•Liquidity and Capital Resources
•Reconciliation of Non-GAAP Financial Information
•Critical Accounting Estimates
•Recently Issued or Adopted Accounting Standards
•Forward-Looking
Statements
OVERVIEW
We are a provider of credit ratings, benchmarks, analytics and workflow solutions in the global capital, commodity and automotive markets. The capital markets include asset managers, investment banks, commercial banks, insurance companies, exchanges, trading firms and issuers; the commodity markets include producers, traders and intermediaries within energy, petrochemicals, metals & steel and agriculture; and the automotive markets include manufacturers, suppliers, dealerships, service shops and customers.
Our operations consist of five reportable
segments: S&P Global Market Intelligence (“Market Intelligence”), S&P Global Ratings (“Ratings”), S&P Global Commodity Insights (“Commodity Insights”), S&P Global Mobility (“Mobility”) and S&P Dow Jones Indices (“Indices”).
•Market Intelligence is a global provider of multi-asset-class data and analytics integrated with purpose-built workflow solutions.
•Ratings is an independent provider of credit ratings, research, and analytics, offering investors and other market participants information, ratings and benchmarks.
•Commodity Insights is a leading independent provider of information and benchmark prices for the commodity and energy markets.
•Mobility
is a leading provider of solutions serving the full automotive value chain including vehicle manufacturers (Original Equipment Manufacturers or OEMs), automotive suppliers, mobility service providers, retailers, consumers, and finance and insurance companies.
•Indices is a global index provider maintaining a wide variety of valuation and index benchmarks for investment advisors, wealth managers and institutional investors.
As of May 2, 2023, we completed the sale of S&P Global Engineering Solutions (“Engineering Solutions”), a provider of engineering standards and related technical knowledge, and the results are included through that date.
Key results for the three months ended March 31 are as follows:
(in
millions, except per share amounts)
2024
2023
% Change 1
Revenue
$
3,491
$
3,160
10%
Operating
profit 2
$
1,385
$
1,144
21%
Operating margin %
40
%
36
%
Diluted
earnings per share from net income
$
3.16
$
2.47
28%
1 % changes in the tables throughout the MD&A are calculated off of the actual number, not the rounded number presented.
26
2 2024
includes IHS Markit merger costs of $36 million, employee severance charges of $35 million, acquisition-related costs of $5 million and recovery of lease-related costs of $1 million. 2023 includes IHS Markit merger costs of $64 million, a gain on dispositions of $50 million, disposition-related costs of $13 million, employee severance charges of $12 million and acquisition-related costs of $2 million. 2024 and 2023 also include amortization of intangibles from acquisitions of $278 million and $275 million, respectively.
Revenue increased 10% driven by increases at Ratings, Market Intelligence, Commodity Insights, Indices and Mobility, partially offset by a decrease at Engineering Solutions due to its sale on May 2, 2023. The increase at Ratings was driven by growth in both transaction revenue and non-transaction revenue. Transaction revenue
increased primarily due to growth in corporate bond ratings revenue and bank loan ratings revenue driven by increased issuance volumes due to higher refinancing activity. Non-transaction revenue increased due to an increase in surveillance revenue, higher Ratings Evaluation Service (“RES”) revenue and an increase in new entity credit ratings revenue. The increase at Market Intelligence was primarily due to subscription revenue growth for data feed products within Data and Advisory Solutions, work flow solutions at Enterprise Solutions, RatingsXpress®, RatingsDirect® within Credit & Risk Solutions, and Market Intelligence Desktop products. Revenue growth at Commodity Insights was primarily due to continued demand for market data and market insights products. The increase at Mobility was primarily due to new business growth within the Dealer business as well as the favorable impact of the acquisition of Market Scan in February of 2023. The increase at Indices
was primarily due to higher asset-linked fees revenue and higher exchange-traded derivative revenue. Foreign exchange rates had a favorable impact of less than 1 percentage point.
Operating profit increased 21%. Excluding the impact of a gain on disposition in 2023 of 3 percentage points and higher employee severance charges in 2024 of 1 percentage point, partially offset by higher IHS Markit merger costs in 2023 of 1 percentage point and higher disposition-related costs in 2023 of 1 percentage point, operating profit increased 19%. The increase was primarily due to revenue growth, partially offset by higher compensation costs driven by annual merit increases, increased incentives as a result of financial performance and higher technology costs. Foreign exchange rates had a favorable impact of 2 percentage points.
Our
Strategy
We are a provider of credit ratings, benchmarks, analytics and workflow solutions in the global capital, commodity and automotive markets. Our purpose is to accelerate progress. We seek to deliver on this purpose in line with our core values of integrity, discovery and partnership.
Powering Global Markets is the framework for our forward-looking business strategy. Through this framework, we seek to deliver an exceptional, differentiated customer experience by enhancing our foundational capabilities, evolving and growing our core businesses, and pursuing growth via adjacencies. In 2024, we are striving to deliver on our strategic priorities in the following key areas:
Financial
•Meeting
or exceeding our organic revenue growth and EBITA margin targets;
•Realizing our merger/integration commitments - cost and revenue synergy targets; and
•Driving growth and superior shareholder returns through effective execution, active portfolio management and prudent capital allocation.
Customer at the Core
•Enhancing customer support and seamless user experience with a focus on ease of discoverability, distribution, and delivery of our products and services and integrated capabilities;
•Continuing
to invest in customer facing solutions and processes; and
•Prioritizing key strategic relationships to drive enterprise alignment and account/relationship development.
Grow and Innovate
•Continuing to fund and accelerate key growth areas and transformational adjacencies;
27
•Exercising disciplined organic capital allocation, inorganic and partnership strategies; and
•Growing
the value of S&P Global’s brand through an integrated marketing and communication strategy; driving awareness and consideration across the product offering.
Data and Technology
•Strengthening data management capabilities for cross-enterprise value creation, ensuring data quality through governance, enhanced architecture, and policy codification. Utilizing advanced technologies to enhance data processing efficiency, precision, and drive new insights, prioritizing optimized data management and analysis;
•Adopting efficient modern native cloud technologies and data services; implementing technologies that align with customer needs and unlock new opportunities; and
•Formulating
and executing on an enterprise-wide AI strategy that accelerates innovation in our product offerings and drives the productivity of our people with common AI capabilities.
Lead and Inspire
•Continuing to improve diverse representation through hiring, advancement and retention, while continuing to raise awareness through Diversity, Equity, and Inclusion education; and
•Ensuring our people are engaged with a particular focus on learning, development and career opportunities, and continue to embed our purpose and values throughout the Company.
Execute
and Deliver
•Driving continuous commitment to risk management, compliance, and control across S&P Global;
•Strengthening the security and resiliency of business-critical systems through the elimination of known risk areas vulnerable to threat actor exploitation; and
•Creating a more sustainable impact.
There can be no assurance that we will achieve success in implementing any one or more of these strategies as a variety of factors could unfavorably impact operating results, including prolonged difficulties in the global credit markets and a change in the regulatory environment
affecting our businesses. See Item 1A, Risk Factors in our most recently filed Annual Report on Form 10-K.
28
RESULTS OF OPERATIONS — COMPARING THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
Less: net income attributable to noncontrolling interests
(77)
(65)
(18)%
Net
income attributable to S&P Global Inc.
$
991
$
795
25%
N/M – Represents a change equal to or in excess of 100% or not meaningful
Revenue
The following table provides consolidated revenue information for the three months ended March 31:
(in
millions)
2024
2023
% Change
Revenue
$
3,491
$
3,160
10%
Subscription
revenue
1,778
1,740
2%
Non-subscription / transaction revenue
794
598
33%
Non-transaction
revenue
435
403
8%
Asset-linked fees
244
210
16%
Sales
usage-based royalties
99
84
17%
Recurring variable
141
125
13%
%
of total revenue:
Subscription revenue
51
%
55
%
Non-subscription / transaction revenue
23
%
19
%
Non-transaction
revenue
12
%
13
%
Asset-linked fees
7
%
7
%
Sales
usage-based royalties
3
%
2
%
Recurring variable
4
%
4
%
U.S.
revenue
$
2,150
$
1,926
12%
International revenue:
European region
776
711
9%
Asia
356
337
6%
Rest
of the world
209
186
13%
Total international revenue
$
1,341
$
1,234
9%
%
of total revenue:
U.S. revenue
62
%
61
%
International revenue
38
%
39
%
29
Revenue increased 10% as compared to the three months ended March 31, 2023. Subscription revenue increased in the three month period primarily due to growth in data feed products within Data and Advisory Solutions, work flow solutions at Enterprise Solutions, RatingsXpress®, RatingsDirect® within Credit & Risk Solutions and Desktop products
at Market Intelligence, continued demand for Commodity Insights market data and market insights products and new business growth within the Dealer business as well as the favorable impact of the acquisition of Market Scan in February of 2023 at Mobility, partially offset by a decrease at Engineering Solutions due to its sale on May 2, 2023. Non-subscription / transaction revenue increased primarily due to growth in corporate bond ratings revenue and bank loan ratings revenue driven by increased issuance volumes due to higher refinancing activity. Non-transaction revenue increased due to an increase in surveillance revenue, higher RES revenue and an increase in new entity credit ratings revenue. Asset linked fees increased at Indices primarily due to higher levels of assets under management (“AUM”) for ETFs and mutual funds. The increase in sales-usage based royalties was primarily driven by higher exchange-traded
derivative revenue at Indices. An increase in sales usage-based royalties from the licensing of our proprietary market data and price assessments to commodity exchanges at Commodity Insights also contributed to revenue growth. Recurring variable revenue at Market Intelligence increased due to increased volumes. See “Segment Review” below for further information.
The favorable impact of foreign exchange rates increased revenue by less than 1 percentage point. This impact refers to constant currency comparisons estimated by recalculating current year results of foreign operations using the average exchange rate from the prior year.
Total Expenses
The following tables provide an analysis by segment
of our operating-related expenses and selling and general expenses for the three months ended March 31:
30
(in
millions)
2024
2023
% Change
Operating- related expenses
Selling and general expenses
Operating- related expenses
Selling and general expenses
Operating- related expenses
Selling and general expenses
Market
Intelligence 1
$
523
$
282
$
488
$
250
7%
13%
Ratings2
256
114
233
105
10%
8%
Commodity
Insights 3
193
106
182
104
6%
1%
Mobility 4
119
118
99
117
20%
1%
Indices
5
56
49
53
45
6%
10%
Engineering Solutions
—
—
64
20
N/M
N/M
Intersegment
eliminations 6
(45)
—
(42)
—
7%
N/M
Total segments
1,102
669
1,077
642
2%
4%
Corporate
Unallocated expense 7
18
36
11
63
61%
(43)%
Total
$
1,120
$
705
$
1,088
$
705
3%
—%
N/M
– Represents a change equal to or in excess of 100% or not meaningful
1 In 2024, selling and general expenses include employee severance charges of $31 million, IHS Markit merger costs of $11 million and acquisition-related costs of $3 million. In 2023, selling and general expenses include IHS Markit merger costs of $13 million and employee severance charges of $6 million.
2 In 2024 and 2023, selling and general expenses include employee severance charges of $2 million and $1 million, respectively.
3 In 2024, selling and general expenses include IHS Markit merger costs of $5 million. In 2023, selling and general expenses includes IHS Markit merger costs of $13 million and employee severance charges of $2 million.
4
In 2024, selling and general expenses include IHS Markit merger costs of $1 million. In 2023, selling and general expenses includes IHS Markit merger costs of $1 million and acquisition-related costs of $1 million.
5 In 2024, selling and general expenses include IHS Markit merger costs of $1 million and employee severance charges of $1 million. In 2023, selling and general expenses include employee severance charges of $1 million and IHS Markit merger costs of $1 million.
6 Intersegment eliminations primarily relate to a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.
7 In 2024, selling and general expenses include IHS Markit merger costs of $18 million, employee severance charges of $2 million, acquisition-related
costs of $1 million and recovery of lease-related costs of $1 million. In 2023, selling and general expenses includes IHS Markit merger costs of $37 million, disposition-related costs of $13 million, employee severance charges of $1 million and acquisition-related costs of $1 million.
Operating-Related Expenses
Operating-related expenses increased 3% primarily driven by higher compensation costs, increased incentives and higher technology costs, partially offset by a decrease at Engineering Solutions due to its sale on May 2, 2023.
Intersegment eliminations primarily relate to a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.
Selling
and General Expenses
Selling and general expenses remained unchanged compared to 2023. Excluding the impact of higher IHS Markit merger costs in 2023 of 5 percentage points and higher disposition-related costs in 2023 of 2 percentage points, partially offset by higher employee severance charges in 2024 of 4 percentage points, selling and general expenses increased 3%. The increase was primarily driven by higher compensation costs and increased incentives, partially offset by a decrease at Engineering Solutions due to its sale on May 2, 2023.
Depreciation and Amortization
Depreciation and amortization remained unchanged at $287 million due to higher intangible asset amortization
offset by lower depreciation driven by asset disposals.
31
Gain on Disposition
During the three months ended March 31, 2023, we received a contingent payment that resulted in a pre-tax gain of $50 million which was included in Gain on disposition in the consolidated statement of income:
•In the first quarter of 2023, we received a contingent payment following the sale of Leveraged Commentary and Data (“LCD”)
along with a related family of leveraged loan indices in June of 2022. The contingent payment was payable six months following the closing upon the achievement of certain conditions related to the transition of LCD customer relationships. During the three months ended March 31, 2023, the contingent payment resulted in a pre-tax gain of $46 million ($34 million after-tax) related to the sale of LCD in our Market Intelligence segment and $4 million ($3 million after-tax) related to the sale of a family of leveraged loan indices in our Indices segment.
Operating Profit
We consider operating profit to be an important measure for evaluating our operating performance and we evaluate operating profit for each of the reportable business segments in which we operate.
We internally manage our operations by reference to operating profit with economic resources allocated primarily based on each segment's contribution to operating profit. Segment operating profit is defined as operating profit before Corporate Unallocated expense and Equity in Income on Unconsolidated Subsidiaries. Segment operating profit is not, however, a measure of financial performance under U.S. GAAP, and may not be defined and calculated by other companies in the same manner.
The tables below reconcile segment operating profit to total operating profit for the three months ended March 31:
N/M
– Represents a change equal to or in excess of 100% or not meaningful
1 2024 includes employee severance charges of $31 million, IHS Markit merger costs of $11 million and acquisition-related costs of $3 million. 2023 includes a gain on disposition of $46 million, IHS Markit merger costs of $13 million and employee severance charges of $6 million. 2024 and 2023 include amortization of intangibles from acquisitions of $140 million and $141 million, respectively.
2 2024 and 2023 include include employee severance charges of $2 million and $1 million, respectively, and amortization of intangibles from acquisitions of $7 million and $2 million, respectively.
3 2024 includes IHS Markit merger costs of $5 million. 2023 includes IHS Markit merger costs of $13 million
and employee severance charges of $2 million. 2024 and 2023 include amortization of intangibles from acquisitions of $32 million and $33 million, respectively.
4 2024 includes IHS Markit merger costs of $1 million. 2023 includes IHS Markit merger costs of $1 million and acquisition-related costs of $1 million. 2024 and 2023 include amortization of intangibles from acquisitions of $76 million and $74 million, respectively.
5 2024 includes IHS Markit merger costs of $1 million and employee severance charges of $1 million. 2023 includes a gain on disposition of $4 million, employee severance charges of $1 million and IHS Markit merger costs of $1 million. 2024 and 2023 include amortization of intangibles from acquisitions of $9 million.
6 2023
includes amortization of intangibles from acquisitions of $2 million.
7 2024 includes IHS Markit merger costs of $18 million, employee severance charges of $2 million, acquisition-related costs of $1 million and recovery of lease-related costs of $1 million. 2023 includes IHS Markit merger costs of $37 million, disposition-related costs of $13
32
million, employee severance charges of $1 million and acquisition-related costs of $1 million. 2023 includes amortization of intangibles from acquisitions of $1 million.
8 2024 and 2023 include amortization of intangibles from acquisitions of $14 million.
Segment
Operating Profit — Segment operating profit increased 19% as compared to 2023. Excluding the impact of a gain on disposition in 2023 of 1 percentage point, segment operating profit increased 20%. The increase was primarily due to revenue growth, higher compensation costs driven by annual merit increases, increased incentives as a result of financial performance and higher technology costs. See “Segment Review” below for further information.
Corporate Unallocated Expense — Corporate Unallocated expense includes costs for corporate functions, select initiatives, unoccupied office space and Kensho, included in selling and general expenses. Corporate Unallocated expense decreased 27% compared to 2023. Excluding the impact of higher IHS Markit merger costs in 2023 of 40 percentage points, higher disposition-related costs in 2023
of 27 percentage points and recovery of lease-related costs in 2024 of 2 percentage point, partially offset by employee severance costs in 2024 of 1 percentage point, Corporate Unallocated expense increased 41% primarily due to higher compensation costs.
Equity in Income on Unconsolidated Subsidiaries —The Company holds an investment in a 50/50 joint venture arrangement with shared control with CME Group that combined each company’s post-trade services into a joint venture, OSTTRA. The joint venture provides trade processing and risk mitigation operations and incorporates CME’s optimization businesses (Traiana, TriOptima, and Reset) and the
Company’s MarkitSERV business. The combination is intended to increase operating efficiencies of both businesses to more effectively service clients with enhanced platforms and services for OTC markets across interest rate, FX, equity, and credit asset classes. Equity in Income on Unconsolidated Subsidiaries includes the OSTTRA joint venture acquired in connection with the merger with IHS Markit. Equity in Income on Unconsolidated Subsidiaries was $6 million for the three months ended March 31, 2024 compared to $14 million for the three months ended March 31, 2023.
Foreign
exchange rates had a favorable impact on operating profit of 2 percentage points. This impact refers to constant currency comparisons and the remeasurement of monetary assets and liabilities. Constant currency impacts are estimated by re-calculating current year results of foreign operations using the average exchange rate from the prior year. Remeasurement impacts are based on the variance between current-year and prior-year foreign exchange rate fluctuations on assets and liabilities denominated in currencies other than the individual business’s functional currency.
Other (Income) Expense, net
Other (income) expense, net includes gains and losses on our mark-to-market investments and the net periodic benefit cost for our retirement and post retirement plans. Other income, net was $9 million for the three
months ended March 31, 2024 compared to Other expense, net of $11 million for the three months ended March 31, 2023 primarily due to gains on our mark-to-market investments in 2024 compared to losses in 2023.
Interest Expense, net
Interest expense, net decreased $7 million or 8% compared to the three months ended March 31, 2023 primarily due to higher interest income from invested cash due to a more favorable interest rate environment combined with a benefit from our net investment hedge program.
Provision for Income Taxes
The
effective income tax rate was 18.8% and 17.9% for the three months ended March 31, 2024 and 2023, respectively. The increase in the three months ended March 31, 2024 was primarily due to change in mix of income by jurisdiction.
The Organization for Economic Co-operation and Development (“OECD”) introduced an international tax framework under Pillar Two which includes a global minimum tax of 15%. This framework has been implemented by several jurisdictions, including jurisdictions in which we operate, with effect from January 1, 2024, and many other jurisdictions, including jurisdictions in which we operate, are in the process of implementing it. The effect of enacted Pillar Two taxes
has been included in the results disclosed and did not have a significant impact on our consolidated financial statements. The Company continues to monitor jurisdictions that are expected to implement Pillar Two in the future, and it is in the process of evaluating the potential impact of the enactment of Pillar Two by such jurisdictions on its consolidated financial statements.
33
Segment Review
Market Intelligence
Market Intelligence is a global provider of multi-asset-class data and analytics integrated with purpose-built workflow solutions. Market Intelligence's portfolio of capabilities are designed to help trading and investment professionals, government agencies, corporations and universities track performance, generate alpha, identify investment ideas, understand competitive and industry dynamics, perform valuations and manage credit risk.
On February 20, 2024, we entered into an agreement to acquire Visible Alpha, the financial technology provider of deep industry and segment consensus data, sell-side analyst models and analytics from high-quality, exclusive sources. The acquisition is expected to create a premium offering of fundamental investment research capabilities on Market Intelligence’s Capital IQ Pro platform. The combination
of Visible Alpha with S&P Capital IQ Pro, the flagship S&P Global platform for research and analysis across institutional and corporate markets, reflects S&P Global’s continued commitment to be the foremost provider in this space. The transaction with Visible Alpha is subject to customary closing conditions, including receipt of certain regulatory approvals, and is expected to close during 2024. The proposed acquisition of Visible Alpha is not expected to be material to our consolidated financial statements.
On February 20, 2024 we announced our intent to explore strategic opportunities for Fincentric, formerly known as Markit Digital. Fincentric is S&P Global’s premier digital solutions provider focused on developing mobile applications and websites
for retail brokerages and other financial institutions. Fincentric specializes in designing cutting-edge financial data visualizations, interfaces and investor experiences. Fincentric joined S&P Global through the merger with IHS Markit and is part of our Market Intelligence segment. The assets and liabilities of Fincentric were classified as held for sale in our consolidated balance sheet as of March 31, 2024. The proposed divestiture of Fincentric is not expected to be material to our consolidated financial statements.
In the first quarter of 2023, we received a contingent payment following the sale of Leveraged Commentary and Data (“LCD”) that resulted in a pre-tax gain of $46 million ($34 million after-tax) which was included in Gain on disposition in the consolidated statements of income.
Market
Intelligence includes the following business lines:
•Desktop — a product suite that provides data, analytics and third-party research for global finance and corporate professionals, which includes the Capital IQ platforms (which are inclusive of S&P Capital IQ Pro, Capital IQ, Office and Mobile products);
•Data & Advisory Solutions — a broad range of research, reference data, market data, derived analytics and valuation services covering both the public and private capital markets, delivered through flexible feed-based or API delivery mechanisms. This also includes issuer solutions for public companies, a range of products for the maritime & trade market, data and insight into Financial Institutions,
the telecoms, technology and media space as well as ESG and supply chain data analytics;
•Enterprise Solutions — software and workflow solutions that help our customers manage and analyze data; identify risk; reduce costs; and meet global regulatory requirements. The portfolio includes industry leading financial technology solutions like Wall Street Office, Enterprise Data Manager, Information Mosaic, and iLevel. Our Global Markets Group offering delivers bookbuilding platforms across multiple assets including municipal bonds, equities and fixed income; and
•Credit & Risk Solutions — commercial arm that sells Ratings' credit ratings and related data and research, advanced analytics, and financial risk solutions which includes subscription-based
offerings, RatingsXpress®, RatingsDirect® and Credit Analytics.
Subscription revenue at Market Intelligence is primarily derived from distribution of data, valuation services, analytics, third party research, and credit ratings-related information through both feed and web-based channels. Subscription revenue also includes software and hosted product offerings which provide maintenance and continuous access to our platforms over the contract term. Recurring variable revenue at Market Intelligence represents revenue from contracts for services that specify a fee based on, among other factors, the number of trades processed, assets under management, or the number of positions valued. Non-subscription revenue at Market Intelligence is primarily related
to certain advisory, pricing conferences and events, and analytical services.
34
The following table provides revenue and segment operating profit information for the three months ended March 31:
(in
millions)
2024
2023
% Change
Revenue
$
1,142
$
1,071
7%
Subscription
revenue
$
947
$
890
6%
Recurring variable revenue
$
141
$
125
13%
Non-subscription
revenue
$
54
$
56
(3)%
% of total revenue:
Subscription
revenue
83
%
83
%
Recurring variable revenue
12
%
12
%
Non-subscription
revenue
5
%
5
%
U.S.
revenue
$
685
$
628
9%
International revenue
$
457
$
443
3%
%
of total revenue:
U.S. revenue
60
%
59
%
International revenue
40
%
41
%
Operating
profit 1
$
189
$
229
(17)%
Operating margin %
17
%
21
%
12024
includes employee severance charges of $31 million, IHS Markit merger costs of $11 million and acquisition-related costs of $3 million. 2023 includes a gain on disposition of $46 million, IHS Markit merger costs of $13 million and employee severance charges of $6 million. 2024 and 2023 also include amortization of intangibles from acquisitions of $140 million and $141 million, respectively.
Revenue increased 7% primarily due to subscription revenue growth for data feed products within Data and Advisory Solutions, work flow solutions at Enterprise Solutions, RatingsXpress®, RatingsDirect® within Credit & Risk Solutions, and Market Intelligence Desktop products. An increase in recurring variable revenue due to increased volumes also contributed to revenue growth. These increases were partially offset by a slight decrease in non-subscription revenue. Foreign exchange rates had
a favorable impact of 1 percentage point.
Operating profit decreased 17%. Excluding the impact of a gain on disposition in 2023 of 17 percentage points and higher employee severance charges in 2024 of 9 percentage points, operating profit increased 9% primarily due to revenue growth, partially offset by higher compensation costs driven by annual merit increases and increased technology costs. Foreign exchange rates had a favorable impact of 4 percentage points.
For a further discussion of competitive and other risks inherent in our Market Intelligence business, see Item 1A, Risk Factors in our most recently filed Annual Report on Form 10-K. For a further discussion of the legal and regulatory matters see Note 12 – Commitments and
Contingencies to the consolidated financial statements of this Form 10-Q.
Ratings
Ratings is an independent provider of credit ratings, research, and analytics, offering investors and other market participants information, ratings and benchmarks. Credit ratings are one of several tools investors can use when making decisions about purchasing bonds and other fixed income investments. They are opinions about credit risk and our ratings express our opinion about the ability and willingness of an issuer, such as a corporation or state or city government, to meet its financial obligations in full and on time. Our credit ratings can also relate to the credit quality
of an individual debt issue, such as a corporate or municipal bond, and the relative likelihood that the issue may default.
35
Ratings disaggregates its revenue between transaction and non-transaction. Transaction revenue primarily includes fees associated with:
•ratings related to new issuance of corporate and government debt instruments, as well as structured finance debt instruments; and
•bank loan ratings.
Non-transaction revenue primarily includes fees for surveillance of a credit rating, annual fees for customer relationship-based pricing programs, fees
for entity credit ratings and global research and analytics at CRISIL. Non-transaction revenue also includes an intersegment royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings. Royalty revenue was $40 million and $36 million for the three months ended March 31, 2024 and 2023, respectively.
The following table provides revenue and segment operating profit information for the three months ended March 31:
(in
millions)
2024
2023
% Change
Revenue
$
1,062
$
824
29%
Transaction
revenue
$
582
$
379
54%
Non-transaction revenue
$
480
$
445
8%
%
of total revenue:
Transaction revenue
55
%
46
%
Non-transaction revenue
45
%
54
%
U.S. revenue
$
609
$
460
33%
International
revenue
$
453
$
364
24%
% of total revenue:
U.S. revenue
57
%
56
%
International
revenue
43
%
44
%
Operating profit1
$
679
$
477
42%
Operating
margin %
64
%
58
%
12024 and 2023 include employee severance charges of $2 million and $1 million, respectively, and amortization of intangibles from acquisitions of $7 million and $2 million, respectively.
Revenue increased 29%, with a favorable impact from foreign exchange rates of less than 1 percentage point. Transaction revenue increased primarily due to growth in corporate
bond ratings revenue and bank loan ratings revenue driven by increased issuance volumes due to higher refinancing activity. An increase in structured finance revenue driven by increased collateralized loan obligations issuance also contributed to transaction revenue growth. Non-transaction revenue increased due to an increase in surveillance revenue, higher Ratings Evaluation Service revenue driven by scenario testing and credit rating profile evaluations and an increase in new entity credit ratings revenue. Transaction and non-transaction revenue also benefited from improved contract terms across product categories.
Operating profit increased 42%. Excluding the impact of higher amortization of intangibles in 2024 of 1 percentage point, operating profit increased 43% due to revenue growth,
partially offset by higher compensation costs driven by annual merit increases and additional headcount, increased incentives as result of financial performance, and an increase in travel and entertainment expenses. Foreign exchange rates had a favorable impact of 2 percentage points.
36
Billed Issuance Volumes
We monitor billed issuance volumes regularly within Ratings. Billed issuance excludes items that do not impact transaction revenue, such as issuance from frequent issuer programs, unrated debt, and most international public finance to more effectively correlate issuance activity to movements in transaction revenue.
The
following table provides billed issuance levels based on Ratings’ internal data feeds for the three months ended March 31:
(in billions)
2024
2023
% Change
Investment-grade
billed issuance*
$
456
$
349
31%
High-yield billed issuance *
$
120
$
61
99%
Other
billed issuance **
$
417
$
274
53%
Total billed issuance
$
993
$
684
45%
*
Includes Corporates, Financial Services and Infrastructure.
** Includes Bank Loans, Structured Finance and Government.
Billed issuance was up as favorable market conditions enticed issuers to capitalize on tightening spreads. Investment-grade, high-yield and bank loan billed issuance were up due to an increase in refinancing activity. Structured Finance billed issuance increases were driven by new CLO issuances.
For a further discussion of competitive and other risks inherent in our Ratings business, see Item 1A, Risk Factors in our most recently filed Annual Report on Form 10-K. For a further discussion of
the legal and regulatory matters see Note 12 – Commitments and Contingencies to the consolidated financial statements of this Form 10-Q.
Commodity Insights
Commodity Insights is a leading independent provider of information and benchmark prices for the commodity and energy markets. Commodity Insights provides essential price data, analytics, industry insights and software & services, enabling the commodity and energy markets to perform with greater transparency and efficiency.
Commodity Insights includes the following business lines:
•Energy
& Resources Data & Insights — includes data, news, insights, and analytics for petroleum, gas, power & renewables, petrochemicals, metals & steel, agriculture, and other commodities;
•Price Assessments — includes price assessments and benchmarks, and forward curves;
•Upstream Data & Insights — includes exploration & production data and insights, software and analytics; and
•Advisory & Transactional Services — includes consulting services, conferences, events and global trading services.
Commodity Insights’ revenue is
generated primarily through the following sources:
•Subscription revenue — primarily from subscriptions to our market data and market insights (price assessments, market reports and commentary and analytics) along with other information products and software term licenses;
•Sales usage-based royalties — primarily from licensing our proprietary market price data and price assessments to commodity exchanges; and
The
following table provides revenue and segment operating profit information for the three months ended March 31:
(in millions)
2024
2023
% Change
Revenue
$
559
$
508
10%
Subscription
revenue
$
450
$
409
10%
Sales usage-based royalties
$
26
$
19
36%
Non-subscription
revenue
$
83
$
80
4%
% of total revenue:
Subscription revenue
81
%
81
%
Sales
usage-based royalties
4
%
4
%
Non-subscription revenue
15
%
15
%
U.S.
revenue
$
247
$
232
6%
International revenue
$
312
$
276
13%
%
of total revenue:
U.S. revenue
44
%
46
%
International revenue
56
%
54
%
Operating
profit1
$
226
$
187
21%
Operating margin %
40
%
37
%
12024
includes IHS Markit merger costs of $5 million. 2023 includes IHS Markit merger costs of $13 million and employee severance costs of $2 million. 2024 and 2023 also include amortization of intangibles from acquisitions of $32 million and $33 million, respectively.
Revenue increased 10% primarily due to continued demand for market data and market insights products driven by expanded product offerings to our existing customers under enterprise use contracts. An increase in sales usage-based royalties from the licensing of our proprietary market data and price assessments to commodity exchanges mainly due to increased trading volumes in Petroleum, Metals and LNG and an increase in conference revenue driven by CERAweek in 2024. All four business lines contributed to revenue growth in the first quarter
of 2024 with the Price Assessments, Energy & Resources Data & Insights and Advisory & Transactional Services businesses being the most significant drivers, followed by the Upstream Data & Insights business. Foreign exchange rates had a favorable impact of less than 1 percentage point.
Operating profit increased 21%. Excluding the impact of lower IHS Markit merger costs in 2024 of 6 percentage points, lower employee severance charges in 2024 of 1 percentage point and lower amortization of intangibles in 2024 of 1 percentage point, operating profit increased 13%. The increase was primarily due to revenue growth partially offset by higher compensation costs driven by annual merit increases and investment in strategic initiatives. Foreign exchange rates had a favorable impact of 1 percentage point.
For
a further discussion of competitive and other risks inherent in our Commodity Insights business, see Item 1A, Risk Factors in our most recently filed Annual Report on Form 10-K. For a further discussion of the legal and regulatory matters see Note 12 – Commitments and Contingencies to the consolidated financial statements of this Form 10-Q.
38
Mobility
Mobility is a leading provider of
solutions serving the full automotive value chain including vehicle manufacturers (Original Equipment Manufacturers or OEMs), automotive suppliers, mobility service providers, retailers, consumers, and finance and insurance companies.
Mobility includes the following business lines:
•Dealer — includes analytics to predict future buyers, targeted marketing, and vehicle history data to allow people to shop, buy, service and sell used cars;
•Manufacturing — includes insights, forecasts and advisory services spanning the entire automotive value chain, from product planning to marketing, sales
and the aftermarket; and
•Financial — includes reports and data feeds to support lenders and insurance companies.
Mobility’s revenue is generated primarily through the following sources:
•Subscription revenue — Mobility’s core information products provide critical information and insights to all global OEMs, most of the world’s leading suppliers, and the majority of North American dealerships. Mobility operates across both the new and used car markets. Mobility provides data and insight on future vehicles sales and production, including detailed forecasts on technology and vehicle components; supplies
car makers and dealers with market reporting products, predictive analytics and marketing automation software; and supports dealers with vehicle history reports, used car listings and service retention services. Mobility also sells a range of services to financial institutions, to support their marketing, insurance underwriting and claims management activities; and
•Non-subscription revenue — One-time transactional sales of data that are non-cyclical in nature – and that are usually tied to underlying business metrics such as OEM marketing spend or safety recall activity – as well as consulting and advisory services.
The following table provides revenue and segment operating profit information for the three months ended March 31:
(in
millions)
2024
2023
% Change
Revenue
$
386
$
358
8%
Subscription
revenue
$
311
$
281
11%
Non-subscription revenue
$
75
$
77
(3)%
%
of total revenue:
Subscription revenue
81
%
78
%
Non-subscription revenue
19
%
22
%
U.S.
revenue
$
318
$
294
8%
International revenue
$
68
$
64
6%
%
of total revenue:
U.S. revenue
82
%
82
%
International revenue
18
%
18
%
Operating
profit 1
$
70
$
64
9%
Operating margin %
18
%
18
%
1 2024
includes IHS Markit merger costs of $1 million. 2023 includes IHS Markit merger costs of $1 million and acquisition-related costs of $1 million. 2024 and 2023 also include amortization of intangibles from acquisitions of $76 million and $74 million, respectively.
39
Revenue increased 8% primarily due to growth within the Dealer and Financial businesses driven by continued new business growth within the Dealer business as well as the favorable impact of the acquisition of Market Scan in February of 2023, and strong underwriting volumes within the Financial business. These increases were partially offset by a decrease in non-subscription revenue in the Manufacturing business due to lower recall activity and marketing services. Foreign
exchange rates had a favorable impact of less than 1 percentage point.
Operating profit increased 9%. Excluding the impact of higher amortization of intangibles in 2024 of 5 percentage points, partially offset by lower acquisition-related costs in 2024 of 1 percentage point, operating profit increased 5% driven by revenue growth, partially offset by higher compensation costs driven by annual merit increases, an increase in strategic investments and expenses associated with the acquisition of Market Scan. Foreign exchange rates had a favorable impact of 2 percentage points.
For a further discussion of competitive and other risks inherent in our Mobility business, see Item 1A, Risk Factors in our most recently filed Annual Report on Form 10-K. For a further
discussion of the legal and regulatory matters see Note 12 – Commitments and Contingencies to the consolidated financial statements of this Form 10-Q.
Indices
Indices is a global index provider maintaining a wide variety of valuation and index benchmarks for investment advisors, wealth managers and institutional investors. Indices’ mission is to provide transparent benchmarks to help with decision making, collaborate with the financial community to create innovative products, and provide investors with tools to monitor world markets.
Indices
derives revenue from asset-linked fees when investors direct funds into its proprietary designed or owned indexes, sales usage-based royalties of its indices, as well as data subscription arrangements. Specifically, Indices generates revenue from the following sources:
•Investment vehicles — asset-linked fees such as ETFs and mutual funds, that are based on the S&P Dow Jones Indices’ benchmarks that generate revenue through fees based on assets and underlying funds;
•Exchange traded derivatives — generate sales usage-based royalties based on trading volumes of derivatives contracts listed on various exchanges;
•Index-related
licensing fees — fixed or variable annual and per-issue asset-linked fees for over-the-counter derivatives and retail-structured products; and
•Data and customized index subscription fees — fees from supporting index fund management, portfolio analytics and research.
The following table provides revenue and segment operating profit information for the three months ended March 31:
40
(in
millions)
2024
2023
% Change
Revenue
$
387
$
341
14%
Asset-linked
fees
$
244
$
210
16%
Subscription revenue
$
70
$
66
6%
Sales
usage-based royalties
$
73
$
65
12%
% of total revenue:
Asset-linked fees
63
%
62
%
Subscription
revenue
18
%
19
%
Sales usage-based royalties
19
%
19
%
U.S.
revenue
$
317
$
281
13%
International revenue
$
70
$
60
18%
%
of total revenue:
U.S. revenue
82
%
82
%
International revenue
18
%
18
%
Operating
profit 1
$
272
$
238
14%
Less: net operating profit attributable to noncontrolling interests
70
61
Net
operating profit
$
202
$
177
14%
Operating margin %
70
%
70
%
Net
operating margin %
52
%
52
%
1 2024 includes IHS Markit merger costs of $1 million and employee severance charges of $1 million. 2023 includes a gain on disposition of $4 million, employee severance charges of $1 million and IHS Markit merger costs of $1 million. 2024 and 2023 also include amortization of intangibles from acquisitions of $9 million.
Revenue at Indices increased
14% primarily due to an increase in asset linked fees revenue driven by higher levels of assets under management (“AUM”) for ETFs and mutual funds and higher exchange-traded derivative revenue driven by continued strength in trading volume. Ending AUM for ETFs increased 34% to $3.655 trillion compared to March 31, 2023 and average levels of AUM for ETFs increased 27% to $3.411 trillion compared to the three months ended March 31, 2023. Foreign exchange rates had an unfavorable impact of less than 1 percentage point.
Operating profit increased 14%. Excluding the impact of a gain on dispositions in 2023 of 1 percentage point, operating profit increased 15% due to revenue growth partially offset by an increase in strategic investments and higher compensation costs driven by annual merit increases.
Foreign exchange rates had an unfavorable impact of less than 1 percentage point.
For a further discussion of competitive and other risks inherent in our Indices business, see Item 1A, Risk Factors in our most recently filed Annual Report on Form 10-K. For a further discussion of the legal and regulatory matters see Note 12 – Commitments and Contingencies to the consolidated financial statements of this Form 10-Q.
LIQUIDITY AND CAPITAL RESOURCES
We continue to maintain a strong financial position. Our primary
source of funds for operations is cash from our businesses. Cash on hand, cash flows from operations and availability under our existing credit facility are expected to be sufficient to meet any additional operating and recurring cash needs into the foreseeable future. We use our cash for a variety of needs, including but not limited to: ongoing investments in our businesses, strategic acquisitions, share repurchases, dividends, repayment of debt, capital expenditures and investment in our infrastructure.
41
Cash Flow Overview
Cash, cash equivalents, and restricted cash were $1,544 million as of March 31,
2024, an increase of $253 million from December 31, 2023.
The following table provides cash flow information for the three months ended March 31:
(in millions)
2024
2023
% Change
Net
cash provided by (used for):
Operating activities
$
948
$
594
60%
Investing activities
$
(20)
$
(253)
(92)%
Financing
activities
$
(657)
$
(230)
N/M
In the first three months of 2024, free cash flow increased $363 million to $851 million compared to $488 million in the first three months of 2023. The increase is primarily due to an increase in cash provided by operating activities as discussed below. Free cash flow is a non-GAAP financial measure and reflects our cash flow provided by operating activities less capital expenditures and distributions to noncontrolling interest holders. Capital expenditures include purchases of property and equipment and additions to technology
projects. See “Reconciliation of Non-GAAP Financial Information” below for a reconciliation of cash flow provided by operating activities, the most directly comparable U.S. GAAP financial measure, to free cash flow.
Operating activities
Cash provided by operating activities increased $354 million to $948 million for the first three months of 2024. The increase is mainly due to higher operating results and proceeds received from the termination of interest rate swaps in 2024, partially offset by higher compensation payments in 2024.
Investing activities
Our cash outflows from investing activities are primarily for acquisitions
and capital expenditures, while cash inflows are primarily proceeds from dispositions.
Cash used for investing activities decreased to $20 million for the first three months of 2024 compared to $253 million in the first three months of 2023, primarily due to cash used for the acquisitions of Market Scan Information Systems, Inc., ChartIQ and TruSight Solutions LLC in 2023. See Note 2 —Acquisitions and Divestitures to the consolidated financial statements of this Form 10-Q for further discussion.
Financing activities
Our cash outflows from financing activities consist primarily of share repurchases, dividends to shareholders and
repayments of short-term and long-term debt, while cash inflows are primarily attributable to the borrowing of short-term and long-term debt and proceeds from the exercise of stock options.
Cash used for financing activities increased $427 million to $657 million for the first three months of 2024. The increase is primarily attributable to higher proceeds received from commercial paper borrowings in 2023.
During the three months ended March 31, 2024, we purchased a total of 1.0 million shares for $500 million of cash. During the three months ended March 31, 2023, we purchased a total of 1.1 million shares for $500 million of cash. See Note 8 —Equity
to the consolidated financial statements of this Form 10-Q for further discussion.
Additional Financing
We have the ability to borrow a total of $2.0 billion through our commercial paper program, which is supported by our $2.0 billion five-year credit agreement (our “credit facility”) that will terminate on April 26, 2026. As of March 31, 2024, there was $250 million of commercial paper outstanding. As of December 31, 2023, we had no commercial paper outstanding.
42
Commitment
fees for the unutilized commitments under the credit facility and applicable margins for borrowings thereunder are linked to the Company achieving three environmental sustainability performance indicators related to emissions, tested annually. We currently pay a commitment fee of 8 basis points. The credit facility contains customary affirmative and negative covenants and customary events of default. The occurrence of an event of default could result in an acceleration of the obligations under the credit facility.
The only financial covenant required is that our indebtedness to cash flow ratio, as defined in our credit facility, was not greater than 4 to 1, and this covenant level has never been exceeded.
Dividends
On January 23, 2024, the Board of Directors approved a quarterly common stock dividend of $0.91 per share.
Supplemental Guarantor Financial Information
The senior notes described below were issued by S&P Global Inc. and are fully and unconditionally guaranteed by Standard & Poor's Financial Services LLC, a 100% owned subsidiary of the Company.
•On September 12, 2023, we
issued $750 million of 5.25% senior notes due in 2033.
•On March 1, 2023, S&P Global Inc. issued new senior notes that have been registered with the SEC and guaranteed by Standard & Poor’s Financial Services LLC in exchange for the following series of unregistered senior notes of like principal amount and terms:
•$700 million of 4.75% Senior Notes due 2028 that were originally issued on March 2, 2022;
•$921 million of 4.25% Senior Notes due 2029 that were originally issued on March 2, 2022;
•$1,237 million of 2.45% Senior Notes due 2027 that were
originally issued on March 18, 2022;
•$1,227 million of 2.70% Sustainability-Linked Senior Notes due 2029 that were originally issued on March 18, 2022;
•$1,492 million of 2.90% Senior Notes due 2032 that were originally issued on March 18, 2022;
•$974 million of 3.70% Senior Notes due 2052 that were originally issued on March 18, 2022; and
•$500 million of 3.90% Senior Notes due 2062 that were originally issued on March 18, 2022.
•On
August 13, 2020, we issued $600 million of 1.25% senior notes due in 2030 and $700 million of 2.3% senior notes due in 2060.
•On November 26, 2019, we issued $500 million of 2.5% senior notes due in 2029 and $600 million of 3.25% senior notes due in 2049.
•On May 17, 2018, we issued $500 million of 4.5% senior notes due in 2048.
•On September 22, 2016, we issued $500 million of 2.95% senior notes due in 2027.
•On May 26, 2015, we issued $700 million of
4.0% senior notes due in 2025.
•On November 2, 2007 we issued $400 million of 6.55% Senior Notes due 2037.
The notes above are unsecured and unsubordinated and rank equally and ratably with all of our existing and future unsecured and unsubordinated debt. The guarantees are the subsidiary guarantor’s unsecured and unsubordinated debt and rank equally and ratably with all of the subsidiary guarantor’s existing and future unsecured and unsubordinated debt.
The guarantees of the subsidiary guarantor may be released and discharged upon (i) a sale or other disposition (including by way of consolidation or merger) of the subsidiary guarantor or the sale or disposition of all or substantially
all the assets of the subsidiary guarantor (in each case other than to the Company or a person who, prior to such sale or other disposition, is an affiliate of the Company); (ii) upon defeasance or discharge of any applicable series of the notes, as described above; or (iii) at such time as the subsidiary guarantor ceases to guarantee indebtedness for borrowed money, other than a discharge through payment thereon, under any Credit Facility of the Company, other than any such Credit Facility of the Company the guarantee of which by the subsidiary guarantor will be released concurrently with the release of the subsidiary guarantor’s guarantees
of the notes.
Other subsidiaries of the Company do not guarantee the registered debt securities of either S&P Global Inc. or Standard & Poor's Financial Services LLC (the “Obligor Group”) which are referred to as the “Non-Obligor Group”.
The following tables set forth the summarized financial information of the Obligor Group on a combined basis. This summarized financial information excludes the Non-Obligor Group. Intercompany balances and transactions between members of the Obligor Group have been eliminated. This information is not intended to present the financial position or results of operations of
the Obligor Group in accordance with U.S. GAAP.
43
Summarized results of operations for the three months ended March 31, 2024 are as follows:
Current assets (excluding intercompany from Non-Obligor Group)
$
1,353
$
1,303
Non-current assets
982
1,005
Current
liabilities (excluding intercompany to Non-Obligor Group)
1,350
1,184
Non-current liabilities
11,842
11,864
Intercompany payables to Non-Obligor Group
14,211
14,185
RECONCILIATION
OF NON-GAAP FINANCIAL INFORMATION
Free cash flow is a non-GAAP financial measure and reflects our cash flow provided by operating activities less capital expenditures and distributions to noncontrolling interest holders. Capital expenditures include purchases of property and equipment and additions to technology projects. Our cash flow provided by operating activities is the most directly comparable U.S. GAAP financial measure to free cash flow.
We believe the presentation of free cash flow allows our investors to evaluate the cash generated from our underlying operations in a manner similar to the method used by management. We use free cash flow to conduct and evaluate our business because we believe it typically presents a more conservative measure of cash flows since capital expenditures and distributions
to noncontrolling interest holders are considered a necessary component of ongoing operations. Free cash flow is useful for management and investors because it allows management and investors to evaluate the cash available to us to prepay debt, make strategic acquisitions and investments and repurchase stock.
The presentation of free cash flow is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. Free cash flow, as we calculate it, may not be comparable to similarly titled measures employed by other companies. The following table presents a reconciliation of our cash flow provided by operating activities to free cash flow for the three months ended March 31:
(in
millions)
2024
2023
% Change
Cash provided by operating activities
$
948
$
594
60%
Capital expenditures
(24)
(28)
Distributions
to noncontrolling interest holders
(73)
(78)
Free cash flow
$
851
$
488
75%
(in
millions)
2024
2023
% Change
Cash used for investing activities
(20)
(253)
(92)%
Cash used for financing activities
(657)
(230)
N/M
44
CRITICAL
ACCOUNTING ESTIMATES
Our accounting policies are described in Note 1 —Accounting Policies to the consolidated financial statements in our most recent Form 10-K. As discussed in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our most recent Form 10-K, we consider an accounting estimate to be critical if it required assumptions to be made that were uncertain at the time the estimate was made and changes in the estimate or different estimates could have a material effect on our results of operations. These critical estimates include those related to revenue recognition, business combinations, allowance for doubtful accounts, valuation of long-lived assets, goodwill and other intangible assets, pension
plans, incentive compensation and stock-based compensation, income taxes, contingencies and redeemable non-controlling interests. We base our estimates on historical experience, current developments and on various other assumptions that we believe to be reasonable under these circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that cannot readily be determined from other sources. There can be no assurance that actual results will not differ from those estimates. Since the date of our most recent Form 10-K, there have been no material changes to our critical accounting estimates.
RECENTLY ISSUED OR ADOPTED ACCOUNTING STANDARDS
See
Note 13 – Recently Issued or Adopted Accounting Standards to the consolidated financial statements of this Form 10-Q for further information.
45
FORWARD-LOOKING STATEMENTS
This report contains “forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management’s current views concerning future events, trends, contingencies or results, appear at various places in this report and use words like “anticipate,”“assume,”“believe,”“continue,”“estimate,”“expect,”“forecast,”“future,”“intend,”“plan,”“potential,”“predict,”“project,”“strategy,”“target” and similar terms, and future or conditional tense verbs like “could,”“may,”“might,”“should,”“will” and “would.” For example, management may use forward-looking statements when addressing topics such as: the outcome of contingencies; future actions by regulators; changes in the Company’s business strategies and methods of generating revenue; the development and performance of the Company’s services and products; the expected impact of acquisitions and dispositions; the
Company’s effective tax rates; and the Company’s cost structure, dividend policy, cash flows or liquidity.
Forward-looking statements are subject to inherent risks and uncertainties. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements include, among other things:
•worldwide economic, financial, political, and regulatory conditions (including slower GDP growth or recession, instability in the banking sector and inflation), and factors that contribute to uncertainty and volatility, natural and man-made disasters, civil unrest, public health crises (e.g., pandemics), geopolitical uncertainty (including military conflict), and conditions that may
result from legislative, regulatory, trade and policy changes;
•the volatility and health of debt, equity, commodities, energy and automotive markets, including credit quality and spreads, the level of liquidity and future debt issuances, demand for investment products that track indices and assessments and trading volumes of certain exchange traded derivatives;
•the demand and market for credit ratings in and across the sectors and geographies where the Company operates;
•the Company’s ability to maintain adequate physical, technical and administrative safeguards to protect the security of confidential
information and data, and the potential for a system or network disruption that results in regulatory penalties and remedial costs or improper disclosure of confidential information or data;
•the outcome of litigation, government and regulatory proceedings, investigations and inquiries;
•concerns in the marketplace affecting the Company’s credibility or otherwise affecting market perceptions of the integrity or utility of independent credit ratings, benchmarks, indices and other services;
•our ability to attract, incentivize and retain key employees, especially in a competitive business environment;
•the
Company’s exposure to potential criminal sanctions or civil penalties for noncompliance with foreign and U.S. laws and regulations that are applicable in the jurisdictions in which it operates, including sanctions laws relating to countries such as Iran, Russia and Venezuela, anti-corruption laws such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act of 2010, and local laws prohibiting corrupt payments to government officials, as well as import and export restrictions;
•the continuously evolving regulatory environment in Europe, the United States and elsewhere around the globe affecting each of our businesses and the products they offer, and our compliance therewith;
•the Company’s ability to make acquisitions and dispositions and
successfully integrate the businesses we acquire;
•consolidation of the Company’s customers, suppliers or competitors;
•the introduction of competing products or technologies by other companies;
•our ability to develop new products or technologies, to integrate our products with new technologies (e.g., artificial intelligence), or to compete with new products or technologies offered by new or existing competitors;
•the effect of competitive products and pricing, including the level of success of new product developments and global expansion;
•the
impact of customer cost-cutting pressures;
•a decline in the demand for our products and services by our customers and other market participants;
•the ability of the Company, and its third-party service providers, to maintain adequate physical and technological infrastructure;
•the Company’s ability to successfully recover from a disaster or other business continuity problem, such as an earthquake, hurricane, flood, civil unrest, protests, military conflict, terrorist attack, outbreak of pandemic or contagious diseases, security breach, cyber attack, data breach, power loss, telecommunications failure
or other natural or man-made event;
•the level of merger and acquisition activity in the United States and abroad;
•the level of the Company’s future cash flows and capital investments;
•the impact on the Company’s revenue and net income caused by fluctuations in foreign currency exchange rates; and
•the impact of changes in applicable tax or accounting requirements on the Company.
The
factors noted above are not exhaustive. The Company and its subsidiaries operate in a dynamic business environment in which new risks emerge frequently. Accordingly, the Company cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the dates on which they are made. The Company undertakes no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date on which it is made, except as
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required
by applicable law. Further information about the Company’s businesses, including information about factors that could materially affect its results of operations and financial condition, is contained in the Company’s filings with the SEC, including Item 1A, Risk Factors in our most recently filed Annual Report on Form 10-K.
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Item 3.Quantitative and Qualitative Disclosures About Market Risk
Our
exposure to market risk includes changes in foreign exchange rates and interest rates. We have operations in foreign countries where the functional currency is primarily the local currency. For international operations that are determined to be extensions of the parent company, the U.S. dollar is the functional currency. We typically have naturally hedged positions in most countries from a local currency perspective with offsetting assets and liabilities. As of March 31, 2024 and December 31, 2023, we have entered into foreign exchange forward contracts in order to mitigate the change in fair value of specific assets and liabilities in the consolidated balance sheet. These forward contracts are
not designated as hedges and do not qualify for hedge accounting. As of March 31, 2024 and December 31, 2023, we have entered into foreign exchange forward contracts to hedge the effect of adverse fluctuations in foreign exchange rates and held cross-currency swap contracts to hedge a portion of our net investment in a foreign subsidiary against volatility in foreign exchange rates. As of December 31, 2023, we held positions in a series of interest rate swaps to mitigate or hedge the adverse fluctuations in interest rates. We have not entered into any
derivative financial instruments for speculative purposes. See Note 5 - Derivative Instruments to the consolidated financial statements of this Form 10-Q for further discussion.
Item 4.Controls and Procedures
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed so that information required to be disclosed in our reports filed with the U.S. Securities and Exchange Commission (the “SEC”) is recorded, processed, summarized and reported within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer (“CEO”) and Interim Chief Financial Officer (“Interim CFO”), as appropriate, to allow timely decisions regarding required disclosure.
As of March 31, 2024, an evaluation was performed under the supervision and with the participation of management, including the CEO and Interim CFO, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on that evaluation, management, including the CEO and Interim CFO, concluded that our disclosure controls and procedures were effective as of March 31, 2024.
Changes
in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the most recent quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1.Legal
Proceedings
See Note 12 – Commitments and Contingencies - Legal & Regulatory Matters to the consolidated financial statements of this Form 10-Q for information on our legal proceedings.
Item 1A.Risk Factors
For a discussion of our risk factors please see Item 1A, Risk Factors in our most recent Form 10-K.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
On June 22, 2022, the Board of Directors approved a share repurchase program authorizing the purchase of 30 million shares (the “2022 Repurchase Program”), which was approximately 9% of the total shares of our outstanding common stock at that time. During the first quarter of 2024, we received 1.2 million shares, which included 0.2 million shares received from our accelerated share repurchase (“ASR”) agreement that we entered into on November 13, 2023 and 1.0 million shares received from our ASR agreement that we entered into on February 12, 2024. Further discussion relating to our ASR agreements can be found in Note 8 - Equity.
As of March 31, 2024, 17.4 million shares remained under the 2022 Repurchase Program.
Repurchased shares may be used for general corporate purposes, including the issuance of shares for stock compensation plans and to offset the dilutive effect of the exercise of employee stock options. Our 2022 Repurchase Program has no expiration date and purchases under this program may be made from time to time on the open market and in private transactions, depending on market conditions.
The following table provides information on our purchases of our outstanding common stock during the first quarter of 2024 pursuant to the 2022 Repurchase Program (column c). In addition to these purchases, the number of shares in column (a) include shares of common stock that are
tendered to us to satisfy our employees’ tax withholding obligations in connection with the vesting of awards of restricted shares (we repurchase such shares based on their fair market value on the vesting date).
There were no other share repurchases during the quarter outside the repurchases noted below.
Period
(a) Total
Number of Shares Purchased
(b) Average Price Paid per Share
(c) Total Number of Shares Purchased as Part of Publicly Announced Programs
(d) Maximum Number of Shares that may yet be Purchased Under the Programs
1 Includes 0.2 million shares received from the conclusion of our ASR agreement that we entered into on November 13, 2023.
2
Includes 1.0 million shares received from the initiation of our ASR agreement that we entered into on February 12, 2024. Average price paid
per share information does not include this accelerated share repurchase transaction.
Item 5.Other Information
IRAN THREAT REDUCTION AND SYRIA HUMAN RIGHTS ACT DISCLOSURE
Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which amended the Securities Exchange Act of 1934, an issuer is required to disclose in its annual
or quarterly reports, as applicable, whether, during the reporting period, it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with individuals or entities designated pursuant to certain Executive Orders. Disclosure is generally required even where the activities, transactions or dealings were conducted in compliance with applicable laws and regulations.
During the first quarter of 2024, the Company engaged in limited transactions or dealings related to the purchase or sale of information and informational materials, which are generally exempt from U.S. economic sanctions, with persons that are
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owned
or controlled, or appear to be owned or controlled, by the Government of Iran or are otherwise subject to disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012. Commodities Insights provided subscribers access to proprietary data, analytics, and industry information that enable commodities markets to perform with greater transparency and efficiency. Market Intelligence sourced certain trade data from Iran. The Company will continue to monitor such activities closely. During the first quarter of 2024, the Company recorded no revenue or net profit attributable to the Commodities Insights transactions or dealings described above, which reflects the uncertainty of collection. The Company
attributes a de minimis amount of gross revenues and net profits to the data sourced from Iran by Market Intelligence.
RULE 10b5-1 PLAN ELECTIONS
No Rule 10b5-1 trading arrangements or “non-Rule 10b5-1 trading arrangements” (as defined by S-K Item 408(c)) were iientered
into/ or iiterminated/ by our directors or officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) during the first quarter
of 2024.
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibit 101)
* These exhibits relate to management contracts or compensatory plan arrangements.
† Pursuant to Item 601(b)(10) of Regulation S-K, portions of the exhibit have been omitted. The registrant hereby agrees to furnish an unredacted copy of the exhibit to the SEC upon request.
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Signatures
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this quarterly report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.
