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S&P Global Inc. - Quarter Report: 2018 September (Form 10-Q)

                              




UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2018
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File Number: 1-1023  
spgbarrgbposa13.jpg
S&P Global Inc.
(Exact name of registrant as specified in its charter)
New York
13-1026995
(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

55 Water Street, New York, New York
10041
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: 212-438-1000
 
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES þ 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).
YES þ 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 definition of “large accelerated filer,” “accelerated filer”, “small reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act.
þ Large accelerated filer
o Accelerated filer
o Non-accelerated filer
o Smaller reporting company
o 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 þ
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:
Class
Shares Outstanding
Date
Common stock (par value $1.00 per share)
250.9 million
October 19, 2018


1


S&P Global Inc.
INDEX
 
 
Page Number
 
 
 


2


Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of S&P Global Inc.

Results of Review of Interim Financial Statements

We have reviewed the accompanying consolidated balance sheet of S&P Global Inc. (and subsidiaries) (the “Company”) as of September 30, 2018, the related consolidated statements of income and comprehensive income for the three-month and nine-month periods ended September 30, 2018 and 2017, the related consolidated statements of cash flows for the nine-month periods ended September 30, 2018 and 2017, the related consolidated statement of equity for the nine-month period ended September 30, 2018, 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, 2017, the related consolidated statements of income, comprehensive income, equity and cash flows for the year then ended, and the related notes and schedule (not presented herein); and in our report dated February 9, 2018, 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, 2017, 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 consolidated interim 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 consolidated 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 consolidated interim financial statements taken as a whole. Accordingly, we do not express such an opinion.


/s/ ERNST & YOUNG LLP

New York, NY
October 25, 2018




3


PART I — FINANCIAL INFORMATION
Item 1. Financial Statements

S&P Global Inc.
Consolidated Statements of Income
(Unaudited)
(in millions, except per share amounts)
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2018
 
2017
 
2018
 
2017
Revenue
$
1,546

 
$
1,513

 
$
4,721

 
$
4,475

Expenses:
 
 
 
 
 
 
 
Operating-related expenses
406

 
419

 
1,290

 
1,262

Selling and general expenses
383

 
399

 
1,194

 
1,123

Depreciation
20

 
22

 
60

 
61

Amortization of intangibles
33

 
24

 
91

 
73

Total expenses
842

 
864

 
2,635

 
2,519

Operating profit
704

 
649

 
2,086

 
1,956

Other income, net
(6
)
 
(9
)
 
(22
)
 
(26
)
Interest expense, net
38

 
37

 
98

 
110

Income before taxes on income
672

 
621

 
2,010

 
1,872

Provision for taxes on income
137

 
169

 
440

 
533

Net income
535

 
452

 
1,570

 
1,339

Less: net income attributable to noncontrolling interests
(40
)
 
(38
)
 
(123
)
 
(105
)
Net income attributable to S&P Global Inc.
$
495

 
$
414

 
$
1,447

 
$
1,234

 
 
 
 
 
 
 
 
Earnings per share attributable to S&P Global Inc. common shareholders:
 
 
 
 
 
 
 
Net income:
 
 
 
 
 
 
 
Basic
$
1.97

 
$
1.62

 
$
5.75

 
$
4.80

Diluted
$
1.95

 
$
1.61

 
$
5.70

 
$
4.75

Weighted-average number of common shares outstanding:
 
 
 
 
 
 
 
Basic
251.3

 
255.5

 
251.6

 
257.0

Diluted
253.5

 
257.9

 
253.7

 
259.5

 
 
 
 
 
 
 
 
Actual shares outstanding at period end

 

 
250.9

 
255.0

 
 
 
 
 
 
 
 
Dividend declared per common share
$
0.50

 
$
0.41

 
$
1.50

 
$
1.23

 
See accompanying notes to the unaudited consolidated financial statements.

4


S&P Global Inc.
Consolidated Statements of Comprehensive Income
(Unaudited)
 
(in millions)
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2018
 
2017
 
2018
 
2017
Net income
$
535

 
$
452

 
$
1,570

 
$
1,339

 
 
 
 
 
 
 
 
Other comprehensive income:
 
 
 
 
 
 
 
Foreign currency translation adjustment
(1
)
 
24

 
(53
)
 
96

Income tax effect
2

 

 
(1
)
 

 
1

 
24

 
(54
)
 
96

 
 
 
 
 
 
 
 
Pension and other postretirement benefit plans
5

 
3

 
(6
)
 
7

Income tax effect
(1
)
 
(1
)
 
2

 

 
4

 
2

 
(4
)
 
7

 
 
 
 
 
 
 
 
Unrealized loss on investment and forward exchange contracts
(4
)
 
(4
)
 
(8
)
 
(7
)
Income tax effect
1

 
(1
)
 
2

 
(1
)
 
(3
)
 
(5
)
 
(6
)
 
(8
)
 
 
 
 
 
 
 
 
Comprehensive income
537

 
473

 
1,506

 
1,434

Less: comprehensive income attributable to nonredeemable noncontrolling interests
(4
)
 
(4
)
 
(11
)
 
(10
)
Less: comprehensive income attributable to redeemable noncontrolling interests
(36
)
 
(34
)
 
(112
)
 
(95
)
Comprehensive income attributable to S&P Global Inc.
$
497

 
$
435

 
$
1,383

 
$
1,329



See accompanying notes to the unaudited consolidated financial statements.

5


S&P Global Inc.
Consolidated Balance Sheets
 
(in millions)
September 30,
2018
 
December 31,
2017
 
(Unaudited)
 
 
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
2,158

 
$
2,777

Restricted cash
45

 
2

Accounts receivable, net of allowance for doubtful accounts: 2018 - $35; 2017 - $33
1,237

 
1,319

Prepaid and other current assets
188

 
226

Total current assets
3,628

 
4,324

Property and equipment, net of accumulated depreciation: 2018 - $586; 2017 - $554
275

 
275

Goodwill
3,544

 
2,989

Other intangible assets, net
1,420

 
1,388

Other non-current assets
516

 
449

Total assets
$
9,383

 
$
9,425

LIABILITIES AND EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
194

 
$
195

Accrued compensation and contributions to retirement plans
307

 
472

Short-term debt

 
399

Income taxes currently payable
92

 
77

Unearned revenue
1,576

 
1,613

Accrued legal and regulatory settlements

 
107

Other current liabilities
348

 
351

Total current liabilities
2,517


3,214

Long-term debt
3,661

 
3,170

Pension and other postretirement benefits
225

 
244

Other non-current liabilities
537

 
679

Total liabilities
6,940

 
7,307

Redeemable noncontrolling interest (Note 8)
1,485

 
1,350

Commitments and contingencies (Note 12)

 

Equity:
 
 
 
Common stock
412

 
412

Additional paid-in capital
897

 
525

Retained income
11,003

 
10,025

Accumulated other comprehensive loss
(703
)
 
(649
)
Less: common stock in treasury
(10,704
)
 
(9,602
)
Total equity — controlling interests
905

 
711

Total equity — noncontrolling interests
53

 
57

Total equity
958

 
768

Total liabilities and equity
$
9,383

 
$
9,425

    

See accompanying notes to the unaudited consolidated financial statements.

6


S&P Global Inc.
Consolidated Statements of Cash Flows
(Unaudited)
 
(in millions)
Nine Months Ended
 
September 30,
 
2018
 
2017
Operating Activities:
 
 
 
Net income
$
1,570

 
$
1,339

Adjustments to reconcile net income to cash provided by operating activities:
 
 
 
Depreciation
60

 
61

Amortization of intangibles
91

 
73

Provision for losses on accounts receivable
16

 
17

Stock-based compensation
73

 
65

Other
41

 
42

Changes in operating assets and liabilities, net of effect of acquisitions and dispositions:
 
 
 
Accounts receivable
62

 
(64
)
Prepaid and other current assets
1

 
3

Accounts payable and accrued expenses
(167
)
 
(50
)
Unearned revenue
(72
)
 
(107
)
Accrued legal settlements
(180
)
 
(4
)
Other current liabilities
(18
)
 
(94
)
Net change in prepaid/accrued income taxes
62

 
(42
)
Net change in other assets and liabilities
(138
)
 
(36
)
Cash provided by operating activities
1,401

 
1,203

Investing Activities:
 
 
 
Capital expenditures
(88
)
 
(77
)
Acquisitions, net of cash acquired
(263
)
 
(80
)
Proceeds from dispositions

 
2

Changes in short-term investments
5

 

Cash used for investing activities
(346
)
 
(155
)
Financing Activities:
 
 
 
Proceeds from issuance of senior notes, net
489

 

Payments on senior notes
(403
)
 

Dividends paid to shareholders
(379
)
 
(316
)
Distributions to noncontrolling interest holders
(116
)
 
(69
)
Purchase of CRISIL shares
(25
)
 

Repurchase of treasury shares
(1,108
)
 
(846
)
Exercise of stock options
24

 
69

Employee withholding tax on share-based payments
(61
)
 
(49
)
Cash used for financing activities
(1,579
)
 
(1,211
)
Effect of exchange rate changes on cash from continuing operations
(52
)
 
83

Net change in cash, cash equivalents, and restricted cash
(576
)
 
(80
)
Cash, cash equivalents, and restricted cash at beginning of period
2,779

 
2,392

Cash, cash equivalents, and restricted cash at end of period
$
2,203

 
$
2,312


See accompanying notes to the unaudited consolidated financial statements.

7


S&P Global Inc.
Consolidated Statement of Equity
(Unaudited)

 (in millions)
Common Stock $1 par
 
Additional Paid-in Capital
 
Retained Income
 
Accumulated Other Comprehensive Loss
 
Less: Treasury Stock
 
Total SPGI Equity
 
Noncontrolling Interests
 
Total Equity
Balance as of December 31, 2017
$
412

 
$
525

 
$
10,025

 
$
(649
)
 
$
9,602

 
$
711

 
$
57

 
$
768

Comprehensive income 1
 
 
 
 
1,447

 
(64
)
 
 
 
1,383

 
11

 
1,394

Dividends
 
 
 
 
(379
)
 
 
 
 
 
(379
)
 
(9
)
 
(388
)
Share repurchases
 
 


 
 
 
 
 
1,113

 
(1,113
)
 

 
(1,113
)
Employee stock plans
 
 
45

 
 
 
 
 
(11
)
 
56

 

 
56

Change in redemption value of redeemable noncontrolling interest
 
 
 
 
(116
)
 
 
 
 
 
(116
)
 
 
 
(116
)
Increase in CRISIL ownership
 
 
(25
)
 
 
 
 
 
 
 
(25
)
 
(1
)
 
(26
)
Stock consideration for Kensho
 
 
352

 
 
 
 
 
 
 
352

 
 
 
352

Other
 
 

 
26

2 

10

2 


 
36

2 

(5
)
 
31

Balance as of September 30, 2018
$
412

 
$
897

 
$
11,003

 
$
(703
)
 
$
10,704

 
$
905

 
$
53

 
$
958

1
Excludes $112 million attributable to our redeemable noncontrolling interest.
2
Reflects opening balance sheet adjustments related to the adoption of the new revenue recognition standard and the reclassification of the unrealized loss on investments from Accumulated other comprehensive loss to Retained income. See Note 1 Nature of Operations and Basis of Presentation for additional details.


See accompanying notes to the unaudited consolidated financial statements.



8


S&P Global Inc.
Notes to the Consolidated Financial Statements
(Unaudited)
 
1.
Nature of Operations and Basis of Presentation

S&P Global Inc. (together with its consolidated subsidiaries, "S&P Global," the “Company,” “we,” “us” or “our”) is a leading provider of transparent and independent ratings, benchmarks, analytics and data to the capital and commodity markets worldwide.

Our operations consist of four reportable segments: S&P Global Ratings ("Ratings"), S&P Global Market Intelligence ("Market Intelligence"), S&P Global Platts ("Platts") and S&P Dow Jones Indices ("Indices").
Ratings is an independent provider of credit ratings, research, and analytics, offering investors and other market participants information, ratings and benchmarks.
Market Intelligence is a global provider of multi-asset-class data, research and analytical capabilities, which integrate cross-asset analytics and desktop services.
Platts is the leading independent provider of information and benchmark prices for the commodity and energy markets.
Indices is a global index provider that maintains a wide variety of valuation and index benchmarks for investment advisors, wealth managers and institutional investors.
In April of 2018, we acquired Kensho Technologies Inc. ("Kensho") for approximately $550 million, net of cash acquired, in a mix of cash and stock. The results of Kensho, an operating segment of the Company, are included in Corporate revenue and Corporate Unallocated for financial reporting purposes. Restricted cash of $37 million included in our consolidated balance sheet as of September 30, 2018 includes amounts held in escrow accounts in connection with our acquisition of Kensho. See Note 2 Acquisitions and Divestitures and Note 11 Segment and Related Information for additional information.

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, 2017 (our “Form 10-K”). Certain prior-year amounts have been reclassified to conform with current presentation.

In the opinion of management, all normal recurring adjustments considered necessary for a fair statement of the results of the interim periods have been included. The operating results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the full year.

Our critical accounting estimates are disclosed in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Form 10-K. On an ongoing basis, we evaluate our estimates and assumptions, including those related to revenue recognition, allowance for doubtful accounts, valuation of long-lived assets, goodwill and other intangible assets, pension plans, incentive compensation and stock-based compensation, income taxes, contingencies and redeemable noncontrolling interests. Since the date of our Form 10-K, we adopted Financial Accounting Standards Board Accounting Standards Codification ("ASC") 606 as discussed below. There have been no other material changes to our critical accounting policies and estimates.

Adoption of ASC 606, “Revenue from Contracts with Customers”

On January 1, 2018, we adopted ASC 606 "Revenue from Contracts with Customers" using the modified retrospective transition method applied to our revenue contracts with customers as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior year amounts are not adjusted and continue to be reported in accordance with our historic accounting under ASC 605. We recorded a net increase to opening retained earnings of $35 million as of January 1, 2018 due to the cumulative effect of adopting ASC 606, with the impact primarily related to our treatment of costs to obtain a contract and to a lesser extent, changes to the timing of the recognition of our subscription and non-transaction revenues. We recognized incremental revenue of $5 million for nine months ended September 30, 2018 as a result of the adoption of this standard.

Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services.


9


The following table presents our revenue disaggregated by revenue type:
(in millions)
Ratings
 
Market Intelligence
 
Platts
 
Indices
 
Corporate
 
Intersegment Elimination 1
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended September 30, 2018
Subscription
$

 
$
451

 
$
188

 
$
41

 
$
5

 
$

 
$
685

Non-transaction
372

 

 

 

 

 
(32
)
 
340

Non-subscription / Transaction
328

 
8

 
2

 

 

 

 
338

Asset-linked fees

 
5

 

 
131

 

 

 
136

Sales usage-based royalties

 

 
14

 
33

 

 

 
47

Total revenue
$
700

 
$
464

 
$
204

 
$
205

 
$
5

 
$
(32
)
 
$
1,546

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Timing of revenue recognition


 


 


 


 
 
 


 


Services transferred at a point in time
$
328

 
$
8

 
$
2

 
$

 
$

 
$

 
$
338

Services transferred over time
372

 
456

 
202

 
205

 
5

 
(32
)
 
1,208

Total revenue
$
700

 
$
464

 
$
204

 
$
205

 
$
5

 
$
(32
)
 
$
1,546

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30, 2018
Subscription
$

 
$
1,306

 
$
556

 
$
109

 
$
10

 
$

 
$
1,981

Non-transaction
1,129

 

 

 

 

 
(92
)
 
1,037

Non-subscription / Transaction
1,094

 
28

 
8

 

 

 

 
1,130

Asset-linked fees

 
15

 

 
396

 

 

 
411

Sales usage-based royalties

 

 
40

 
122

 

 

 
162

Total revenue
$
2,223

 
$
1,349

 
$
604

 
$
627

 
$
10

 
$
(92
)
 
$
4,721

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Timing of revenue recognition
 
 
 
 
 
 
 
 
 
 
 
 
 
Services transferred at a point in time
$
1,094

 
$
28

 
$
8

 
$

 
$

 
$

 
$
1,130

Services transferred over time
1,129

 
1,321

 
596

 
627

 
10

 
(92
)
 
3,591

Total revenue
$
2,223

 
$
1,349

 
$
604

 
$
627

 
$
10

 
$
(92
)
 
$
4,721


10


(in millions)
Ratings
 
Market Intelligence
 
Platts
 
Indices
 
Corporate
 
Intersegment Elimination 1
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended September 30, 2017 2
Subscription
$

 
$
406

 
$
177

 
$
36

 
$

 
$

 
$
619

Non-transaction
367

 

 

 

 

 
(28
)
 
339

Non-subscription / Transaction
372

 
10

 
2

 

 

 

 
384

Asset-linked fees

 
6

 

 
118

 

 

 
124

Sales usage-based royalties

 

 
14

 
33

 

 

 
47

Total revenue
$
739

 
$
422

 
$
193

 
$
187

 
$

 
$
(28
)
 
$
1,513

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Timing of revenue recognition
 
 
 
 
 
 
 
 
 
 
 
 
 
Services transferred at a point in time
$
372

 
$
10

 
$
2

 
$

 
$

 
$

 
$
384

Services transferred over time
367

 
412

 
191

 
187

 

 
(28
)
 
1,129

Total revenue
$
739

 
$
422

 
$
193

 
$
187

 
$

 
$
(28
)
 
$
1,513

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30, 2017 2
Subscription
$

 
$
1,189

 
$
523

 
$
104

 
$

 
$

 
$
1,816

Non-transaction
1,061

 

 

 

 

 
(81
)
 
980

Non-subscription / Transaction
1,138

 
32

 
9

 

 

 

 
1,179

Asset-linked fees

 
17

 

 
340

 

 

 
357

Sales usage-based royalties

 

 
45

 
98

 

 

 
143

Total revenue
$
2,199

 
$
1,238

 
$
577

 
$
542

 
$

 
$
(81
)
 
$
4,475

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Timing of revenue recognition
 
 
 
 
 
 
 
 
 
 
 
 
 
Services transferred at a point in time
$
1,138

 
$
32

 
$
9

 
$

 
$

 
$

 
$
1,179

Services transferred over time
1,061

 
1,206

 
568

 
542

 

 
(81
)
 
3,296

Total revenue
$
2,199

 
$
1,238

 
$
577

 
$
542

 
$

 
$
(81
)
 
$
4,475

1 
Intersegment eliminations mainly consists of a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.
2 
As noted above, amounts for the three and nine months ended September 30, 2017 were not adjusted under the modified retrospective transition method applied to our revenue contracts with customers as of January 1, 2018.

Subscription revenue

Subscription revenue at Market Intelligence is primarily derived from distribution of data, analytics, third party research, and credit ratings-related information primarily through web-based channels including Market Intelligence Desktop, RatingsDirect®, RatingsXpress®, and Credit Analytics. Subscription revenue at Platts is generated by providing customers access to commodity and energy-related price assessments, market data, and real-time news, along with other information services. Subscription revenue at Indices is derived from the contracts for underlying data of our indexes to support our customers' management of index funds, portfolio analytics, and research.

For subscription products and services, we generally provide continuous access to dynamic data sets and analytics for a defined period, with revenue recognized ratably as our performance obligation to provide access to our data and analytics is progressively fulfilled over the stated term of the contract.


11


Non-transaction revenue

Non-transaction revenue at Ratings is primarily related to surveillance of a credit rating, annual fees for customer relationship-based pricing programs, fees for entity credit ratings and global research and analytics. Non-transaction revenue also includes an intersegment revenue elimination of $32 million and $92 million for the three and nine months ended September 30, 2018, respectively, and $28 million and $81 million for the three and nine months ended September 30, 2017, respectively, mainly consisting of the royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.

For non-transaction revenue related to Rating’s surveillance services, we continuously monitor factors that impact the creditworthiness of an issuer over the contractual term with revenue recognized to the extent that our performance obligation is progressively fulfilled over the term contract. Because surveillance services are continuously provided throughout the term of the contract, our measure of progress towards fulfillment of our obligation to monitor a rating is a time-based output measure with revenue recognized ratably over the term of the contract.

Non-subscription / Transaction revenue

Transaction revenue at our Ratings segment primarily includes fees associated with:

ratings related to new issuance of corporate and government debt instruments; and structured finance instruments;
bank loan ratings; and
corporate credit estimates, which are intended, based on an abbreviated analysis, to provide an indication of our opinion regarding creditworthiness of a company which does not currently have a Ratings credit rating.

Transaction revenue is recognized at the point in time when our performance obligation is satisfied by issuing a rating on our customer's instruments, our customer's creditworthiness, or a counter-party's creditworthiness and when we have a right to payment and the customer can benefit from the significant risks and rewards of ownership.

Non-subscription revenue at Market Intelligence is primarily related to certain advisory, pricing and analytical services. Non-subscription revenue at Platts is primarily related to conference sponsorship, consulting engagements and events.

Asset-linked fees

Asset-linked fees at Indices and Market Intelligence are primarily related to royalties payments based on the value of assets under management in our customers exchange-traded funds and mutual funds.

For asset-linked products and services, we provide licenses conveying continuous access to our index and benchmark-related intellectual property during a specified contract term. Revenue is recognized when the extent that our customers have used our licensed intellectual property can be quantified. Recognition of revenue for our asset-linked fee arrangements is subject to the "recognition constraint" for usage-based royalty payments because we cannot reasonably predict the value of the assets that will be invested in index funds structured using our intellectual property until it is either publicly available or when we are notified by our customers. Revenue derived from an asset-linked fee arrangement is measured and recognized when the certainty of the extent of its utilization of our index products by our customers is known.

Sales usage-based royalties

Sales usage-based royalty revenue at our Indices segment is primarily related to trading based fees from exchange-traded derivatives. Sales and usage-based royalty revenue at our Platts segment is primarily related to licensing of its proprietary market price data and price assessments to commodity exchanges.

For sales usage-based royalty products and services, we provide licenses conveying the right to continuous access to our intellectual property over the contract term, with revenue recognized when the extent of our license’s utilization can be quantified, or more specifically, when trading volumes are known and publicly available to us or when we are notified by our customers. Recognition of revenue of fees tied to trading volumes is subject to the recognition constraint for a usage-based royalty promised by our customers in exchange for the license of our intellectual property, with revenue recognized when trading volumes are known.


12


Arrangements with Multiple Performance Obligations

Our contracts with customers may include multiple performance obligations. Revenue relating to agreements that provide for more than one performance obligation is recognized based upon the relative fair value to the customer of each service component as each component is earned. The fair value of the service components are determined using an analysis that considers cash consideration that would be received for instances when the service components are sold separately. If the fair value to the customer for each service is not objectively determinable, we make our best estimate of the services’ stand-alone selling price and record revenue as it is earned over the service period.

Receivables

We record a receivable when a customer is billed or when revenue is recognized prior to billing a customer. For multi-year agreements, we generally invoice customers annually at the beginning of each annual period. The opening balance of accounts receivable, net of allowance for doubtful accounts, was $1,319 million as of January 1, 2018.

Contract Assets

Contract assets include unbilled amounts from when the Company transfers service to a customer before a customer pays consideration or before payment is due. As of September 30, 2018 and December 31, 2017, contract assets were $43 million and $17 million, respectively, and are included in accounts receivable in our consolidated balance sheets.

Unearned Revenue

We record unearned revenue when cash payments are received or due in advance of our performance. The decrease in the deferred revenue balance for the three and nine months ended September 30, 2018 is primarily driven by $1.4 billion of revenues recognized that were included in the unearned revenue balance at the beginning of the period, offset by cash payments received or due in advance of satisfying our performance obligations.

Remaining Performance Obligations

Remaining performance obligations represent the transaction price of contracts for work that has not yet been performed. As of September 30, 2018, the aggregate amount of the transaction price allocated to remaining performance obligations was $1.2 billion. We expect to recognize revenue on approximately half and three-quarters of the remaining performance obligations over the next 12 and 24 months, respectively, with the remainder recognized thereafter.

We do not disclose the value of unfulfilled performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts where revenue is a usage-based royalty promised in exchange for a license of intellectual property.

Costs to Obtain a Contract

We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. We have determined that certain sales commission programs meet the requirements to be capitalized. Total capitalized costs to obtain a contract were $82 million as of September 30, 2018, and is included in prepaid and other current assets and other non-current assets on our consolidated balance sheets. The 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. The expense is recorded within selling and general expenses.

We expense sales commissions when incurred if the amortization period would have been one year or less. These costs are recorded within selling and general expenses.

Presentation of net periodic pension cost and net periodic postretirement benefit cost

During the first quarter of 2018, we adopted new accounting guidance requiring that net periodic benefit cost for our retirement and postretirement plans other than the service cost component be included outside of operating profit; these costs are included in other income, net in our consolidated statements of income.

The components of other income, net for the three and nine months ended September 30 are as follows: 

13


(in millions)
Three Months
 
Nine Months
 
2018
 
2017
 
2018
 
2017
Other components of net periodic benefit cost
$
(8
)
 
$
(9
)
 
$
(24
)
 
$
(26
)
Net loss from investments 1
2

 

 
2

 

Other income, net
$
(6
)
 
$
(9
)
 
$
(22
)
 
$
(26
)
1 
Primarily relates to the change in fair value of CRISIL's investment in Care Ratings Limited ("CARE"). The investment balance of CARE as of September 30, 2018 and December 31, 2017 is $43 million and $54 million, respectively, and is included in non-current assets in our consolidated balance sheets.

2.
Acquisitions and Divestitures

Acquisitions

2018
In August of 2018, we acquired a 5.03% investment in FiscalNote, a technology innovator at the intersection of global business and government that provides advanced, data-driven Issues Management solutions. The investment in FiscalNote is not material to our consolidated financial statements.

In June of 2018, Market Intelligence acquired the RateWatch business ("RateWatch") from TheStreet, Inc., a B2B data business that offers subscription and custom reports on bank deposits, loans, fees and other product data to the financial services industry. The acquisition will complement and strengthen Market Intelligence's core capabilities of providing differentiated data and analytics solutions for the banking sector. The acquisition of RateWatch is not material to our consolidated financial statements.

In April of 2018, we acquired Kensho for approximately $550 million, net of cash acquired, in a mix of cash and stock. Kensho is a leading-edge provider of next-generation analytics, artificial intelligence, machine learning, and data visualization systems to Wall Street's premier global banks and investment institutions, as well as the National Security community. The acquisition will strengthen S&P Global's emerging technology capabilities, enhance our ability to deliver essential, actionable insights that will transform the user experience for our clients, and accelerate efforts to improve efficiency and effectiveness of our core internal operations. The acquisition of Kensho is not material to our consolidated financial statements.

In February of 2018, Market Intelligence acquired Panjiva, Inc. ("Panjiva"), a privately-held company that provides deep, differentiated, sector-relevant insights on global supply chains, leveraging data science and technology to make sense of large, unstructured datasets. The acquisition will help strengthen the insights, products and data that we provide to our clients throughout the world. The acquisition of Panjiva is not material to our consolidated financial statements.

In January of 2018, CRISIL, included within our Ratings segment, acquired a 100% stake in Pragmatix Services Private Limited ("Pragmatix"), a data analytics company focused on delivering cutting edge solutions in the "data to intelligence" life cycle to the Banking, Financial Services and Insurance vertical. The acquisition will strengthen CRISIL's position as an agile, innovative and global analytics company. The acquisition of Pragmatix is not material to our consolidated financial statements.

2017
In August of 2017, we acquired a 6.02% investment in Algomi Limited ("Algomi"), an innovative fintech company focused on providing software-enabled liquidity solutions to both buy-side and sell-side firms within the credit markets. Our investment in Algomi will help facilitate product collaboration and enable future business expansion. We accounted for the investment in Algomi using the cost method of accounting. The investment with Algomi is not material to our consolidated financial statements.

In June of 2017, CRISIL, included within our Ratings segment, acquired 8.9% of the outstanding shares of CARE Ratings Limited ("CARE") from Canara Bank. CARE is a Securities and Exchange Board of India registered credit rating agency providing various rating and grading services in India whose shares are publicly traded on both the Bombay Stock Exchange and the National Stock Exchange of India. We accounted for the investment in CARE as available-for-sale using the fair value method of accounting. The investment in CARE is not material to our consolidated financial statements.


14


Divestitures

2018
During the nine months ended September 30, 2018, we did not complete any dispositions.

2017
In April of 2017, we signed a letter of intent to sell our facility at East Windsor, New Jersey. The fixed assets of the facility of $5 million have been classified as held for sale, which is included in prepaid and other current assets in our consolidated balance sheet as of September 30, 2018.

In January of 2017, we completed the sale of Quant House SAS, included in our Market Intelligence segment, to QH Holdco, an independent third party.

3.
Income Taxes

Comprehensive tax legislation, enacted through the Tax Cuts and Jobs Act (“TCJA”) on December 22, 2017, significantly modified U.S. corporate income tax law. Provisional amounts have been recorded in our financial statements based on the Company’s initial analysis of the TCJA. The Company may adjust these amounts in future periods if our interpretation of the TCJA changes or as additional guidance from the U.S. Treasury becomes available. We have elected to recognize the tax on Global Intangible Low Taxed Income (“GILTI”) as a period expense in the year the tax is incurred.

The effective income tax rate was 20.4% and 21.9% for the three and nine months ended September 30, 2018, respectively, and 27.3% and 28.5% for the three and nine months ended September 30, 2017, respectively. The decrease in 2018 was primarily due to the reduction of the U.S. federal corporate tax rate as a result of the enactment of the TCJA.

At the end of each interim period, we estimate the annual effective tax rate and apply that rate to our ordinary quarterly earnings. The tax expense or benefit related to significant unusual or infrequently occurring items that will be separately reported or reported net of their related tax effect, and are individually computed, is recognized in the interim period in which those items occur. In addition, the effect of changes in enacted tax laws or rates or tax status is recognized in the interim period in which the change occurs.

The Company is continuously subject to tax examinations in various jurisdictions. As of September 30, 2018 and December 31, 2017, the total amount of federal, state and local, and foreign unrecognized tax benefits was $152 million and $212 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 September 30, 2018 and December 31, 2017, we had $32 million and $59 million, respectively, of accrued interest and penalties associated with unrecognized tax benefits. The reduction in uncertain tax positions and associated accrued interest relates primarily to settlements with various tax authorities. Based on the current status of income tax audits, we believe that the total amount of unrecognized tax benefits may decrease by approximately $40 million in the next twelve months as a result of the resolution of tax examinations.


15


4.
Debt 

A summary of short-term and long-term debt outstanding is as follows:
(in millions)
September 30,
2018
 
December 31,
2017
2.5% Senior Notes, due 2018 1
$

 
$
399

3.3% Senior Notes, due 2020 2
698

 
697

4.0% Senior Notes, due 2025 3
692

 
692

4.4% Senior Notes, due 2026 4
892

 
892

2.95% Senior Notes, due 2027 5
493

 
493

6.55% Senior Notes, due 2037 6
396

 
396

4.5% Senior Notes, due 2048 7
490

 

Total debt
3,661

 
3,569

Less: short-term debt including current maturities

 
399

Long-term debt
$
3,661

 
$
3,170

1 
We made a $400 million early repayment of our 2.5% senior notes in June of 2018.
2 
Interest payments are due semiannually on February 14 and August 14, and as of September 30, 2018, the unamortized debt discount and issuance costs total $2 million.
3 
Interest payments are due semiannually on June 15 and December 15, and as of September 30, 2018, the unamortized debt discount and issuance costs total $8 million.
4 
Interest payments are due semiannually on February 15 and August 15, and as of September 30, 2018, the unamortized debt discount and issuance costs total $8 million.
5 
Interest payments are due semiannually on January 22 and July 22, and as of September 30, 2018, the unamortized debt discount and issuance costs total $7 million.
6 
Interest payments are due semiannually on May 15 and November 15, and as of September 30, 2018, the unamortized debt discount and issuance costs total $4 million.
7 
Interest payments are due semiannually on May 15 and November 15, beginning on November 15, 2018, and as of September 30, 2018, the unamortized debt discount and issuance costs total $10 million.

The fair value of our total debt borrowings was $3.8 billion as of September 30, 2018 and December 31, 2017, and was estimated based on quoted market prices.

On May 17, 2018, we issued $500 million of 4.5% notes due in 2048. The notes are fully and unconditionally guaranteed by our wholly-owned subsidiary, Standard & Poor's Financial Services LLC. In June of 2018, we used the net proceeds to fund the redemption price of the $400 million outstanding principal amount of our 2.5% senior notes due in August of 2018, and intend to use the balance for general corporate purposes.

We have the ability to borrow a total of $1.2 billion through our commercial paper program, which is supported by our revolving$1.2 billion five-year credit agreement (our "credit facility") that we entered into on June 30, 2017. This credit facility will terminate on June 30, 2022. As of September 30, 2018 and December 31, 2017, there were no commercial paper borrowings outstanding.

Depending on our corporate credit rating, we pay a commitment fee of 8 to 17.5 basis points for our credit facility, whether or not amounts have been borrowed. We currently pay a commitment fee of 10 basis points. The interest rate on borrowings under our credit facility is, at our option, calculated using rates that are primarily based on either the prevailing London Inter-Bank Offer Rate, the prime rate determined by the administrative agent or the Federal Funds Rate. For certain borrowings under this credit facility, there is also a spread based on our corporate credit rating.

Our credit facility contains certain covenants. The only financial covenant requires that our indebtedness to cash flow ratio, as defined in our credit facility, is not greater than 4 to 1, and this covenant level has never been exceeded.


16


5.
Derivative Instruments

Our exposure to market risk includes changes in foreign exchange rates. We have operations in foreign countries where the functional currency is primarily the local currency. For international operations that are determined to be extensions of the parent company, the U.S. dollar is the functional currency. We typically have naturally hedged positions in most countries from a local currency perspective with offsetting assets and liabilities. As of September 30, 2018 and December 31, 2017, we have entered into foreign exchange forward contracts to mitigate or hedge the effect of adverse fluctuations in foreign currency exchange rates. Foreign currency forward contracts are recorded at fair value that is based on foreign currency exchange rates in active markets; therefore, we classify these derivative contracts within Level 2 of the fair value hierarchy. We do not enter into any derivative financial instruments for speculative purposes.

Undesignated Derivative Instruments

During the nine months ended September 30, 2018, we entered into foreign exchange forward contracts in order to mitigate the change in fair value of specific assets and liabilities in the consolidated balance sheet. These forward contracts do not qualify for hedge accounting. As of September 30, 2018 the aggregate notional value of these outstanding forward contracts was $85 million. The fair value of these forward contracts are recorded in prepaid and other assets or other current liabilities in the consolidated balance sheet with their corresponding change in fair value recognized in selling and general expenses in the consolidated statement of income. The net loss recorded in selling and general expense for the three and nine months ended September 30, 2018 related to these contracts was $3 million and $15 million, respectively.

Cash Flow Hedges

During the nine months ended September 30, 2018 and the three months ended December 31, 2017, 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 third quarter of 2019 and the fourth quarter of 2018, respectively. These contracts are intended to offset the impact of movement of exchange rates on future revenue and operating costs and are scheduled to mature within twelve months. The changes in the fair value of these contracts are initially reported in accumulated other comprehensive loss in our consolidated balance sheet and are subsequently reclassified into revenue and selling and general expenses in the same period that the hedged transaction affects earnings.
As of September 30, 2018, we estimate that $4 million of the net losses related to derivatives designated as cash flow hedges recorded in other comprehensive income (loss) is expected to be reclassified into earnings within the next twelve months. There was no material hedge ineffectiveness for the three and nine months ended September 30, 2018 and 2017. As of September 30, 2018 and September 30, 2017, the aggregate notional value of our outstanding foreign currency forward contracts was $199 million and $133 million, respectively.
The following table provides information on the location and fair value amounts of our cash flow hedges as of September 30, 2018 and December 31, 2017:
(in millions)
Balance Sheet Location
 
September 30, 2018
 
December 31, 2017
Prepaid and other current assets
Foreign exchange forward contracts
$
1

 
$
3

Other current liabilities
Foreign exchange forward contracts
$
(7
)
 
$

The following table provides information on the location and amounts of pre-tax gains (losses) on our cash flow hedges for the periods ended September 30:
Three Months
(in millions)
Gain (Loss) Recognized in Accumulated Other Comprehensive Loss (effective portion)
 
Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (effective portion)
 
Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (effective portion)
Cash flow hedges - designated as hedging instruments
2018
 
2017
 
 
 
2018
 
2017
Foreign exchange forward contracts
$
(3
)
 
$
3

 
Revenue, Selling and general expenses
 
$
(2
)
 
$
2


17



Nine Months
(in millions)
Gain (Loss) Recognized in Accumulated Other Comprehensive Loss (effective portion)
 
Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (effective portion)
 
Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (effective portion)
Cash flow hedges - designated as hedging instruments
2018
 
2017
 
 
 
2018
 
2017
Foreign exchange forward contracts
$
(6
)
 
$
2

 
Revenue, Selling and general expenses
 
$
(3
)
 
$
6

The activity related to the change in unrealized gains (losses) in accumulated other comprehensive loss was as follows for the periods ended September 30:
(in millions)
Three Months
 
Nine Months
 
2018
 
2017
 
2018
 
2017
Net unrealized (losses) gains on cash flow hedges, net of taxes, beginning of period
$
(1
)
 
$
1

 
$
2

 
$
2

Change in fair value, net of tax
(5
)
 
5

 
(9
)
 
8

Reclassification into earnings, net of tax
2

 
(2
)
 
3

 
(6
)
Net unrealized (losses) gains on cash flow hedges, net of taxes, end of period
$
(4
)
 
$
4

 
$
(4
)
 
$
4


6.
Employee Benefits

We maintain a number of active defined contribution retirement plans for our employees. The majority of our defined benefit plans are frozen. As a result, no new employees will be permitted to enter these plans and no additional benefits for current participants in the frozen plans will be accrued.

We have supplemental benefit plans providing senior management with supplemental retirement, disability and death benefits. Certain supplemental retirement benefits are based on final monthly earnings. In addition, we sponsor a voluntary 401(k) plan under which we may match employee contributions up to certain levels of compensation as well as profit-sharing plans under which we contribute a percentage of eligible employees' compensation to the employees' accounts.

We also provide certain medical, dental and life insurance benefits for active and retired employees and eligible dependents. The medical and dental plans and supplemental life insurance plan are contributory, while the basic life insurance plan is noncontributory. We generally do not prefund any of these plans.

We recognize the funded status of our defined benefit retirement and postretirement plans in the consolidated balance sheets, with a corresponding adjustment to accumulated other comprehensive loss, net of taxes. The amounts in accumulated other comprehensive loss represent unrecognized actuarial losses and unrecognized prior service costs. These amounts will be subsequently recognized as net periodic benefit cost pursuant to our accounting policy for amortizing such amounts.

Net periodic benefit cost for our retirement and postretirement plans other than the service cost component are included in other income, net in our consolidated statements of income.

The components of net periodic benefit cost for our retirement plans and postretirement plans for the periods ended September 30 are as follows: 
(in millions)
Three Months
 
Nine Months
 
2018
 
2017
 
2018
 
2017
Service cost
$
1

 
$
1

 
$
2

 
$
2

Interest cost
18

 
19

 
54

 
56

Expected return on assets
(31
)
 
(32
)
 
(94
)
 
(95
)
Amortization of prior service credit / actuarial loss
4

 
4

 
13

 
12

Net periodic benefit cost
$
(8
)
 
$
(8
)
 
$
(25
)
 
$
(25
)

18



Net periodic benefit cost related to our postretirement plans reflected in the table above was not material for the three and nine months ended September 30, 2018 and 2017, respectively.

As discussed in our Form 10-K, we changed certain discount rate assumptions for our retirement and postretirement plans and our expected return on assets assumption for our retirement plans, which became effective on January 1, 2018. The effect of the assumption changes on retirement and postretirement expense for the three and nine months ended September 30, 2018 did not have a material impact to our financial position, results of operations or cash flows.

In the first nine months of 2018, we contributed $7 million to our retirement plans and expect to make additional required contributions of approximately $2 million to our retirement plans during the remainder of the year. We may elect to make additional non-required contributions depending on investment performance and the pension plan status in the fourth quarter of 2018.

7.
Stock-Based Compensation

We issue stock-based incentive awards to our eligible employees and Directors under the 2002 Employee Stock Incentive Plan and a Director Deferred Stock Ownership Plan. The 2002 Employee Stock Incentive Plan permits the granting of nonqualified stock options, stock appreciation rights, performance stock, restricted stock and other stock-based awards. In 2018, we also made a one-time issuance of incentive stock options under the 2002 Employee Stock Incentive Plan to replace Kensho employees' stock options that were assumed in connection with our acquisition of Kensho in April of 2018.

Stock-based compensation for the periods ended September 30 is as follows:
(in millions)
Three Months
 
Nine Months
 
2018
 
2017
 
2018
 
2017
Stock option expense
$
1

 
$
1

 
$
3

 
$
2

Restricted stock and unit awards expense
26

 
23

 
70

 
63

Total stock-based compensation expense 
$
27

 
$
24

 
$
73

 
$
65


During the nine months ended September 30, 2018, the Company granted 0.2 million shares of employee stock options, which had a weighted average grant date value of $128.46 per share based on the lattice-based option-pricing model. The Company also granted 0.7 million shares of restricted stock and unit awards, which had a weighted average grant date fair value of $170.44 per share.

Total unrecognized compensation expense related to unvested stock option awards and unvested restricted stock and unit awards as of September 30, 2018 was $3 million and $99 million, respectively, which is expected to be recognized over a weighted average period of 2.3 years and 2.1 years, respectively.

8.
Equity

Stock Repurchases

On December 4, 2013, the Board of Directors approved a share repurchase program authorizing the purchase of 50 million shares, which was approximately 18% of the total shares of our outstanding common stock at that time.

In any period, share repurchase transactions could result in timing differences between the recognition of those repurchases and their settlement for cash. This could result in a difference between the cash used for financing activities related to common stock repurchased and the comparable change in equity.


19


Share repurchases for the periods ended September 30 were as follows: 
(in millions, except average price)
Three Months
 
Nine Months
 
2018
 
2017
 
2018
 
2017
Total number of shares purchased 1
0.7

 
2.8

 
5.7

 
5.4

Average price paid per share 2
$
205.11

 
$

 
$
180.94

 
$
133.01

Total cash utilized 3
$
13

 
$
500

 
$
1,113

 
$
846

1 
The three and nine months ended September 30, 2018 and 2017 include shares received as part of our accelerated share repurchase agreement described in more detail below.
2 
Average price paid per share information does not include the accelerated share repurchase agreement as discussed in more detail below.
3
During the third quarter of 2018, we repurchased shares for approximately $6 million, which settled in October 2018. Cash used for financing activities only reflects those shares which settled during the nine months ended September 30, 2018 resulting in $1,108 million of cash used to repurchase shares.

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 September 30, 2018, approximately 13.3 million shares remained available under the current share repurchase program which has no expiration date and purchases under this program may be made from time to time on the open market and in private transactions, depending on market conditions.

Accelerated Share Repurchase Agreement

We entered into an accelerated share repurchase ("ASR") agreement with a financial institution on March 6, 2018 to initiate share repurchases aggregating $1 billion. The ASR agreement was structured as an uncapped ASR agreement in which we paid $1 billion and received an initial delivery of approximately 4.5 million shares, representing 85% of the $1 billion at a price equal to the then market price of the Company. We completed the ASR agreement on September 25, 2018 and received an additional 0.6 million shares. We repurchased a total of 5.1 million shares under the ASR agreement for an average purchase price of $197.49 per share. The total number of shares repurchased under the ASR agreement is equal to $1 billion divided by the volume weighted-average share price, less a discount. The repurchased shares are held in Treasury. The ASR agreement was executed under the current share repurchase program, approved by the Board of Directors on December 4, 2013.

Redeemable Noncontrolling Interests

The agreement with the minority partners that own 27% of our S&P Dow Jones Indices LLC joint venture contains redemption features whereby interests held by minority partners are redeemable either (i) at the option of the holder or (ii) upon the occurrence of an event that is not solely within our control. Specifically, under the terms of the operating agreement of S&P Dow Jones Indices LLC, after December 31, 2017, CME Group and CME Group Index Services LLC ("CGIS") has the right at any time to sell, and we are obligated to buy, at least 20% of their share in S&P Dow Jones Indices LLC. In addition, in the event there is a change of control of the Company, for the 15 days following a change in control, CME Group and CGIS will have the right to put their interest to us at the then fair value of CME Group's and CGIS' minority interest.

If interests were to be redeemed under this agreement, we would generally be required to purchase the interest at fair value on the date of redemption. This interest is presented on the consolidated balance sheets outside of equity under the caption “Redeemable noncontrolling interest” with an initial value based on fair value for the portion attributable to the net assets we acquired, and based on our historical cost for the portion attributable to our S&P Index business. We adjust the redeemable noncontrolling interest each reporting period to its estimated redemption value, but never less than its initial fair value, considering a combination of an income and market valuation approach. Our income and market valuation approaches incorporate Level 3 fair value measures for instances when observable inputs are not available, including assumptions related to expected future net cash flows, long-term growth rates, the timing and nature of tax attributes, and the redemption features. Any adjustments to the redemption value will impact retained income.

Noncontrolling interests that do not contain such redemption features are presented in equity.


20


Changes to redeemable noncontrolling interest during the nine months ended September 30, 2018 were as follows:
(in millions)
 
Balance as of December 31, 2017
$
1,350

Net income attributable to noncontrolling interest
112

Distributions payable to noncontrolling interest
(93
)
Redemption value adjustment
116

Balance as of September 30, 2018
$
1,485


Accumulated Other Comprehensive Loss

The following table summarizes the changes in the components of accumulated other comprehensive loss for the nine months ended September 30, 2018:
(in millions)
Foreign Currency Translation Adjustment
 
Pension and Postretirement Benefit Plans
 
Unrealized Gain (Loss) on Forward Exchange Contracts
 
Unrealized Gain (Loss) on Investments
 
Accumulated Other Comprehensive Loss
Balance as of December 31, 2017
$
(239
)
 
$
(402
)
 
$
2

 
$
(10
)
 
$
(649
)
Other comprehensive income before reclassifications
(54
)
 
(14
)
 
(9
)
 

 
(77
)
Reclassifications from accumulated other comprehensive loss to net earnings

 
10

1 

3

2 


 
13

Net other comprehensive income
(54
)
 
(4
)
 
(6
)
 

 
(64
)
Amounts reclassified to retained income

 

 

 
10

3 

10

Balance as of September 30, 2018
$
(293
)
 
$
(406
)
 
$
(4
)
 
$

 
$
(703
)
1 
See Note 6 Employee Benefits for additional details of items reclassed from accumulated other comprehensive loss to net earnings.
2 
See Note 5 Derivative Instruments for additional details of items reclassed from accumulated other comprehensive loss to net earnings.
3 
On January 1, 2018, the unrealized loss on investments was reclassified to retained income. See Note 13 Recently Issued or Adopted Accounting Standards for additional details.

The net actuarial loss and prior service credit related to pension and other postretirement benefit plans included in other comprehensive income is net of a tax provision of $2 million for the nine months ended September 30, 2018.

9.
Earnings Per Share

Basic earnings per common share (“EPS”) is computed by dividing net income attributable to the common shareholders of the Company by the weighted-average number of common shares outstanding. Diluted EPS is computed in the same manner as basic EPS, except the number of shares is increased to include additional common shares that would have been outstanding if potential common shares with a dilutive effect had been issued. Potential common shares consist primarily of stock options and restricted performance shares calculated using the treasury stock method.


21


The calculation of basic and diluted EPS for the periods ended September 30 is as follows: 
(in millions, except per share amounts)
Three Months
 
Nine Months

2018
 
2017
 
2018
 
2017
Amounts attributable to S&P Global Inc. common shareholders:
 
 
 
 
 
 
 
Net income
$
495

 
$
414

 
$
1,447

 
$
1,234

 
 
 
 
 
 
 
 
Basic weighted-average number of common shares outstanding
251.3

 
255.5

 
251.6

 
257.0

Effect of stock options and other dilutive securities
2.2

 
2.4

 
2.1

 
2.5

Diluted weighted-average number of common shares outstanding
253.5

 
257.9

 
253.7

 
259.5

 
 
 
 
 
 
 
 
Earnings per share attributable to S&P Global Inc. common shareholders:
 
 
 
 
 
 
 
Net income:
 
 
 
 
 
 
 
Basic
$
1.97

 
$
1.62

 
$
5.75

 
$
4.80

Diluted
$
1.95

 
$
1.61

 
$
5.70

 
$
4.75


We have certain stock options and restricted performance shares that are potentially excluded from the computation of diluted EPS. The effect of the potential exercise of stock options is excluded when the average market price of our common stock is lower than the exercise price of the related option during the period or when a net loss exists because the effect would have been antidilutive. Additionally, restricted performance shares are excluded because the necessary vesting conditions had not been met or when a net loss exists. For the three and nine months ended September 30, 2018 and 2017, there were no stock options excluded. Restricted performance shares outstanding of 0.8 million and 0.9 million as of September 30, 2018 and 2017, respectively, were excluded.

10.
Restructuring

During 2018 and 2017, we continued to evaluate our cost structure and further identified cost savings associated with streamlining our management structure and our decision to exit non-strategic businesses. Our 2018 and 2017 restructuring plans consisted of a company-wide workforce reduction of approximately 70 and 520 positions, respectively, and are further detailed below. The charges for the restructuring plans are classified as selling and general expenses within the consolidated statements of income and the reserves are included in other current liabilities in the consolidated balance sheets.

In certain circumstances, reserves are no longer needed because of efficiencies in carrying out the plans or because employees previously identified for separation resigned from the Company and did not receive severance or were reassigned due to circumstances not foreseen when the original plans were initiated. In these cases, we reverse reserves through the consolidated statements of income during the period when it is determined they are no longer needed.

The initial restructuring charge recorded and the ending reserve balance as of September 30, 2018 by segment is as follows:
 
2018 Restructuring Plans
 
2017 Restructuring Plans
(in millions)
Initial Charge Recorded
 
Ending Reserve Balance
 
Initial Charge Recorded
 
Ending Reserve Balance
Ratings
$

 
$

 
$
25

 
$
10

Market Intelligence
2

 
2

 
8

 
2

Platts

 

 
1

 

Indices

 

 

 

Corporate
7

 
7

 
10

 
3

Total
$
9

 
$
9

 
$
44

 
$
15


We recorded a pre-tax restructuring charge of $9 million primarily related to employee severance charges for the 2018 restructuring plan during the nine months ended September 30, 2018. The ending reserve balance for the 2017 restructuring plan was $39 million as of December 31, 2017. For the nine months ended September 30, 2018, we have reduced the reserve for the 2017 restructuring plan by $24 million. The reductions primarily related to cash payments for employee severance charges.


22



11.
Segment and Related Information

We have four reportable segments: Ratings, Market Intelligence, Platts and Indices. Our Chief Executive Officer is our chief operating decision-maker and evaluates performance of our segments and allocates resources based primarily on operating profit. Segment operating profit does not include Corporate Unallocated, other income, net, or interest expense, net, as these are amounts that do not affect the operating results of our reportable segments.

In April of 2018, we acquired Kensho for approximately $550 million, net of cash acquired, in a mix of cash and stock. The results of Kensho, an operating segment of the Company, are included in Corporate revenue and Corporate Unallocated for financial reporting purposes. See Note 2 Acquisitions and Divestitures for additional information.

Effective beginning with the first quarter of 2018, we began reporting the financial results of Market Intelligence and Platts as separate reportable segments consistent with the changes to our organizational structure and how our Chief Executive Officer evaluates the performance of these segments. Our historical segment reporting has been retroactively revised to reflect the current organizational structure.

A summary of operating results for the periods ended September 30 is as follows: 
Revenue
Three Months
 
Nine Months
(in millions)
2018
 
2017
 
2018
 
2017
Ratings
$
700

 
$
739

 
$
2,223

 
$
2,199

Market Intelligence
464

 
422

 
1,349

 
1,238

Platts
204

 
193

 
604

 
577

Indices
205

 
187

 
627

 
542

Corporate
5

 

 
10

 

Intersegment elimination 1
(32
)
 
(28
)
 
(92
)
 
(81
)
Total revenue
$
1,546

 
$
1,513

 
$
4,721

 
$
4,475

Operating Profit
Three Months
 
Nine Months
(in millions)
2018
 
2017
 
2018
 
2017
Ratings 2
$
395

 
$
375

 
$
1,173

 
$
1,144

Market Intelligence 3
148

 
123

 
388

 
339

Platts 4
98

 
84

 
285

 
245

Indices 5
134

 
119

 
416

 
352

Total reportable segments
775

 
701

 
2,262

 
2,080

Corporate Unallocated 6
(71
)
 
(52
)
 
(176
)
 
(124
)
Total operating profit
$
704

 
$
649

 
$
2,086

 
$
1,956


1 
Revenue for Ratings and expenses for Market Intelligence include an intersegment royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.
2 
Operating profit includes legal settlement expenses of $73 million for the nine months ended September 30, 2018. Operating profit includes employee severance charges of $15 million for the three and nine months ended September 30, 2017 and legal settlement expenses of $2 million for the nine months ended September 30, 2017. Operating profit also includes amortization of intangibles from acquisitions of $1 million for the three months ended September 30, 2018 and 2017 and $2 million and $3 million for the nine months ended September 30, 2018 and 2017, respectively.
3 
Operating profit includes restructuring charges related to a business disposition and employee severance charges of $2 million for the three and nine months ended September 30, 2018. Operating profit includes a non-cash disposition-related adjustment of $4 million and employee severance charges of $4 million for the nine months ended September 30, 2017. Operating profit includes amortization of intangibles from acquisitions of $18 million and $17 million for the three months ended September 30, 2018 and 2017, respectively, and $54 million and $52 million for the nine months ended September 30, 2018 and 2017, respectively.
4 
Operating profit includes amortization of intangibles from acquisitions of $4 million and $5 million for the three months ended September 30, 2018 and 2017, respectively, and $13 million for the nine months ended September 30, 2018 and 2017. Operating profit includes a non-cash acquisition-related adjustment of $11 million, a charge to exit a leased facility of $6 million, an asset write-off of $2 million, and employee severance charges of $1 million for the nine months ended September 30, 2017.

23


5 
Operating profit includes amortization of intangibles from acquisitions of $2 million and $1 million for the three months ended September 30, 2018 and 2017, respectively, and $5 million and $4 million for the nine months ended September 30, 2018 and 2017, respectively.
6 
Operating loss for the three and nine months months ended September 30, 2018 includes Kensho retention related expense of $11 million and $23 million, respectively, lease impairments of $11 million and employee severance charges of $7 million. Operating loss also includes amortization of intangibles from acquisitions of $8 million and $17 million for the three and nine months ended September 30, 2018, respectively. Operating loss for the three and nine months ended September 30, 2017 includes employee severance charges of $4 million.

The following provides revenue by geographic region for the periods ended September 30:
(in millions)
Three Months
 
Nine Months
 
2018
 
2017
 
2018
 
2017
U.S.
$
932

 
$
914

 
$
2,843

 
$
2,726

European region
380

 
361

 
1,164

 
1,068

Asia
160

 
157

 
475

 
432

Rest of the world
74

 
81

 
239

 
249

Total
$
1,546

 
$
1,513

 
$
4,721

 
$
4,475

See Note 2 Acquisitions and Divestitures and Note 10 Restructuring for additional actions that impacted the segment operating results.

12.
Commitments and Contingencies

Related Party Agreements

In March of 2018, the Company made a $20 million contribution to the S&P Global Foundation.

In June of 2012, we entered into a license agreement (the "License Agreement") with the holder of S&P Dow Jones Indices LLC noncontrolling interest, CME Group, which replaced the 2005 license agreement between Indices and CME Group. Under the terms of the License Agreement, S&P Dow Jones Indices LLC receives a share of the profits from the trading and clearing of CME Group's equity index products. During the three and nine months ended September 30, 2018, S&P Dow Jones Indices LLC earned $28 million and $82 million, respectively, of revenue under the terms of the License Agreement. During the three and nine months ended September 30, 2017, S&P Dow Jones Indices LLC earned $18 million and $56 million, respectively, of revenue under the terms of the License Agreement. The entire amount of this revenue is included in our consolidated statement of income and the portion related to the 27% noncontrolling interest is removed in net income attributable to noncontrolling interests.

Legal and Regulatory Matters

In the normal course of business both in the United States and abroad, the Company and its subsidiaries are defendants in a number of legal proceedings and are often the subject of government and regulatory proceedings, investigations and inquiries. Many of these proceedings, investigations and inquiries relate to the ratings activity of S&P Global Ratings brought by issuers and alleged purchasers of rated securities. In addition, various government and self-regulatory agencies frequently make inquiries and conduct investigations into our compliance with applicable laws and regulations, including those related to ratings activities and antitrust matters. For example, as a nationally recognized statistical rating organization registered with the SEC under Section 15E of the Securities Exchange Act of 1934, S&P Global Ratings is in ongoing communication with the staff of the SEC regarding compliance with its extensive obligations under the federal securities laws. Although S&P Global Ratings seeks to promptly address any compliance issues that it detects or that the staff of the SEC raises, there can be no assurance that the SEC will not seek remedies against S&P Global Ratings for one or more compliance deficiencies. 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.

S&P Global Ratings

In the second quarter the Company entered into an agreement to settle certain civil cases in Australia against the Company and certain of its subsidiaries relating to alleged investment losses in collateralized debt obligations rated by S&P Global Ratings. The settlement was approved by the court in August 2018.


24


13. Recently Issued or Adopted Accounting Standards

In August of 2018, FASB issued guidance to align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance is effective for reporting periods beginning after December 15, 2019; however early adoption is permitted. We are currently evaluating the impact of this guidance on our consolidated financial statements.

In February of 2018, FASB issued guidance which allows companies to reclassify certain stranded income tax effects resulting from the enactment of the TCJA from accumulated other comprehensive income to retained earnings. The guidance is effective for reporting periods after December 15, 2018; however, early adoption is permitted. We are currently evaluating the impact of the adoption of this guidance on our consolidated financial statements.

In August of 2017, FASB issued guidance to enhance the hedge accounting model for both nonfinancial and financial risk components, which includes amendments to address certain aspects of recognition and presentation disclosure. The guidance is effective for reporting periods beginning after December 15, 2018. We do not expect this guidance to have a significant impact on our consolidated financial instruments.

In May of 2017, FASB issued guidance that provides clarification on when modification accounting should be used for changes to the terms or conditions of a share-based payment award. This guidance does not change the accounting for modifications but
clarifies when modification accounting guidance should be applied. Under the new guidance, an entity should apply modification accounting in response to a change in the terms and conditions of an entity's share-based payment awards unless three newly specified criteria are met. The guidance was effective on January 1, 2018, and the adoption of this guidance did not have a significant impact on our consolidated financial statements.

In March of 2017, FASB issued guidance to enhance the presentation of net periodic pension cost and net periodic postretirement benefit cost. The guidance requires employers to report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period, and requires the other components of net periodic pension cost and net periodic postretirement benefit cost to be presented in the income statement separately from the service cost component outside a subtotal of income from operations. Additionally, only the service cost component is eligible for capitalization. We adopted the guidance on January 1, 2018. The change in capitalization requirement did not have a material impact on our consolidated financial statements. As a result of the adoption of the guidance, 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. See Note 6 Employee Benefits for additional information related to our retirement and postretirement plans.

In January of 2017, the FASB issued guidance that simplifies the subsequent measurement of goodwill and eliminates Step 2 from the goodwill impairment test. Under the new guidance, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The guidance is effective for reporting periods beginning after December 15, 2019; however, early adoption is permitted. We do not expect this guidance to have a significant impact on our consolidated financial statements.

In January of 2017, the FASB issued guidance that clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The guidance was effective on January 1, 2018, and the adoption of this guidance did not have a significant impact on our consolidated financial statements.

In November of 2016, the FASB issued guidance requiring that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. We adopted this guidance on January 1, 2018. The adoption of this guidance did not have a significant impact on our consolidated financial statements.

In August of 2016, the FASB issued guidance providing amendments to eight specific statement of cash flows classification issues. The guidance was effective on January 1, 2018, and the adoption of this guidance did not have a significant impact on our consolidated financial statements.


25


In February of 2016, the FASB issued guidance that amends the accounting for leases. Under the new guidance, a lessee will now recognize a "right of use" asset with an offsetting lease liability, with expenses recognized similar to current lease accounting. The guidance is effective for reporting periods beginning after December 15, 2018 with early adoption permitted. In July of 2018, the FASB issued a subsequent update providing entities an additional transition method to adopt the new lease standard, allowing entities to adopt the standard prospectively without restating prior period’s financial statements. We expect to elect this transition method upon adoption on January 1, 2019. We have also elected to apply the “package” of practical expedients permitting entities to forgo reassessment of (1) the lease classification of expired or existing leases, (2) whether any expired or existing contracts contain leases, and (3) the accounting for initial direct costs of existing leases.

As part of our implementation plan, we are in the process of executing a number of workflows including a qualitative and quantitative accounting analysis of our significant lease agreements in the construct of the new standard, and have refined our processes, procedures, and controls to capture the complete population of our leases. In addition we selected and are in the process of implementing a third party software solution that will systematically capture, process, and record both the initial and ongoing financial statement impact of the new standard.  Our preliminary quantitative analysis of the financial statement impact indicates the adoption of the new standard will have a material impact on our consolidated balance sheet; however, we do not expect that the standard will have a material impact on our consolidated statements of income or cash flows.

In January of 2016, the FASB issued guidance to enhance the reporting model for financial instruments, which includes amendments to address certain aspects of recognition, measurement, presentation and disclosure. We adopted this guidance on January 1, 2018. We recorded a reduction to opening retained earnings and an increase to accumulated other comprehensive income of $10 million as of January 1, 2018 due to the adoption of this guidance. The adoption of this guidance did not have a significant impact on our consolidated financial statements.

In May of 2014, the FASB and the International Accounting Standards Board (“IASB”) issued jointly a converged standard on the recognition of revenue from contracts with customers, which is intended to improve the financial reporting of revenue and comparability of the top line in financial statements globally. The core principle of the new standard is for the recognition of revenue to depict the transfer of goods or services to customers in amounts that reflect the payment to which the company expects to be entitled in exchange for those goods or services. The new standard also results in enhanced revenue disclosures, provides guidance for transactions that were not previously addressed comprehensively and improves guidance for multiple-element arrangements. We adopted the new revenue standard effective January 1, 2018 using the modified retrospective transition method. See Note 1 Nature of Operations and Basis of Presentation for further details.

14.
Condensed Consolidating Financial Statements

On May 17, 2018, we issued $500 million of 4.5% notes due in 2048. On September 22, 2016, we issued $500 million of 2.95% senior notes due in 2027. On May 26, 2015, we issued $700 million of 4.0% senior notes due in 2025. On August 18, 2015, we issued $2.0 billion of senior notes, consisting of $400 million of 2.5% senior notes due in 2018, $700 million of 3.3% senior notes due in 2020 and $900 million of 4.4% senior notes due in 2026. See Note 4 Debt for additional information.

The senior notes described above are fully and unconditionally guaranteed by Standard & Poor's Financial Services LLC, a 100% owned subsidiary of the Company. The following condensed consolidating financial statements present the results of operations, financial position and cash flows of S&P Global Inc., Standard & Poor's Financial Services LLC, and the Non-Guarantor Subsidiaries of S&P Global Inc. and Standard & Poor's Financial Services LLC, and the eliminations necessary to arrive at the information for the Company on a consolidated basis.


26


 
Statement of Income
 
Three Months Ended September 30, 2018
 
(Unaudited)
(in millions)
S&P Global Inc.
 
Standard & Poor's Financial Services LLC
 
Non-Guarantor Subsidiaries
 
Eliminations
 
S&P Global Inc. Consolidated
Revenue
$
196

 
$
422

 
$
967

 
$
(39
)
 
$
1,546

Expenses:
 
 
 
 
 
 
 
 
 
Operating-related expenses
26

 
110

 
309

 
(39
)
 
406

Selling and general expenses
42

 
79

 
262

 

 
383

Depreciation
9

 
2

 
9

 

 
20

Amortization of intangibles

 

 
33

 

 
33

Total expenses
77

 
191

 
613

 
(39
)
 
842

Operating profit
119

 
231

 
354

 

 
704

Other income, net
(5
)
 

 
(1
)
 

 
(6
)
Interest expense (income), net
39

 
1

 
(2
)
 

 
38

Non-operating intercompany transactions
90

 
(11
)
 
(83
)
 
4

 

Income before taxes on income
(5
)
 
241

 
440

 
(4
)
 
672

(Benefit) provision for taxes on income
(65
)
 
94

 
108

 

 
137

Equity in net income of subsidiaries
440

 

 

 
(440
)
 

Net income
$
500

 
$
147

 
$
332

 
$
(444
)
 
$
535

Less: net income attributable to noncontrolling interests

 

 

 
(40
)
 
(40
)
Net income attributable to S&P Global Inc.
$
500

 
$
147

 
$
332

 
$
(484
)
 
$
495

Comprehensive income
$
490

 
$
147

 
$
341

 
$
(441
)
 
$
537



27


 
Statement of Income
 
Nine Months Ended September 30, 2018
 
(Unaudited)
(in millions)
S&P Global Inc.
 
Standard & Poor's Financial Services LLC
 
Non-Guarantor Subsidiaries
 
Eliminations
 
S&P Global Inc. Consolidated
Revenue
$
587

 
$
1,318

 
$
2,929

 
$
(113
)
 
$
4,721

Expenses:
 
 
 
 
 
 
 
 
 
Operating-related expenses
108

 
333

 
962

 
(113
)
 
1,290

Selling and general expenses
149

 
222

 
823

 

 
1,194

Depreciation
24

 
6

 
30

 

 
60

Amortization of intangibles

 

 
91

 

 
91

Total expenses
281

 
561

 
1,906

 
(113
)
 
2,635

Operating profit
306

 
757

 
1,023

 

 
2,086

Other income, net
(21
)
 

 
(1
)
 

 
(22
)
Interest expense (income), net
105

 
2

 
(9
)
 

 
98

Non-operating intercompany transactions
277

 
(54
)
 
(1,538
)
 
1,315

 

Income before taxes on income
(55
)
 
809

 
2,571

 
(1,315
)
 
2,010

(Benefit) provision for taxes on income
(52
)
 
240

 
252

 

 
440

Equity in net income of subsidiaries
2,804

 

 

 
(2,804
)
 

Net income
$
2,801

 
$
569

 
$
2,319

 
$
(4,119
)
 
$
1,570

Less: net income attributable to noncontrolling interests

 

 

 
(123
)
 
(123
)
Net income attributable to S&P Global Inc.
$
2,801

 
$
569

 
$
2,319

 
$
(4,242
)
 
$
1,447

Comprehensive income
$
2,781

 
$
569

 
$
2,274

 
$
(4,118
)
 
$
1,506







28


 
Statement of Income
 
Three Months Ended September 30, 2017
 
(Unaudited)
(in millions)
S&P Global Inc.
 
Standard & Poor's Financial Services LLC
 
Non-Guarantor Subsidiaries
 
Eliminations
 
S&P Global Inc. Consolidated
Revenue
$
184

 
$
435

 
$
929

 
$
(35
)
 
$
1,513

Expenses:
 
 
 
 
 
 
 
 
 
Operating-related expenses
6

 
124

 
324

 
(35
)
 
419

Selling and general expenses
70

 
101

 
228

 

 
399

Depreciation
9

 
3

 
10

 

 
22

Amortization of intangibles

 

 
24

 

 
24

Total expenses
85

 
228

 
586

 
(35
)
 
864

Operating profit
99

 
207

 
343

 

 
649

Other income, net
(6
)
 

 
(3
)
 

 
(9
)
Interest expense (income), net
41

 

 
(4
)
 

 
37

Non-operating intercompany transactions
91

 
(13
)
 
(91
)
 
13

 

Income before taxes on income
(27
)
 
220

 
441

 
(13
)
 
621

(Benefit) provision for taxes on income
(45
)
 
107

 
107

 

 
169

Equity in net income of subsidiaries
409

 

 

 
(409
)
 

Net income
$
427

 
$
113

 
$
334

 
$
(422
)
 
$
452

Less: net income attributable to noncontrolling interests

 

 

 
(38
)
 
(38
)
Net income attributable to S&P Global Inc.
$
427

 
$
113

 
$
334

 
$
(460
)
 
$
414

Comprehensive income
$
405

 
$
113

 
$
382

 
$
(427
)
 
$
473



29


 
Statement of Income
 
Nine Months Ended September 30, 2017
 
(Unaudited)
(in millions)
S&P Global Inc.
 
Standard & Poor's Financial Services LLC
 
Non-Guarantor Subsidiaries
 
Eliminations
 
S&P Global Inc. Consolidated
Revenue
$
545

 
$
1,320

 
$
2,712

 
$
(102
)
 
$
4,475

Expenses:
 
 
 
 
 
 
 
 
 
Operating-related expenses
58

 
359

 
947

 
(102
)
 
1,262

Selling and general expenses
146

 
273

 
704

 

 
1,123

Depreciation
23

 
9

 
29

 

 
61

Amortization of intangibles

 

 
73

 

 
73

Total expenses
227

 
641

 
1,753

 
(102
)
 
2,519

Operating profit
318

 
679

 
959

 

 
1,956

Other income, net
(18
)
 

 
(8
)
 

 
(26
)
Interest expense (income), net
119

 

 
(9
)
 

 
110

Non-operating intercompany transactions
270

 
(55
)
 
(1,717
)
 
1,502

 

Income before taxes on income
(53
)
 
734

 
2,693

 
(1,502
)
 
1,872

(Benefit) provision for taxes on income
(91
)
 
325

 
299

 

 
533

Equity in net income of subsidiaries
2,697

 

 

 
(2,697
)
 

Net income
$
2,735

 
$
409

 
$
2,394

 
$
(4,199
)
 
$
1,339

Less: net income attributable to noncontrolling interests

 

 

 
(105
)
 
(105
)
Net income attributable to S&P Global Inc.
$
2,735

 
$
409

 
$
2,394

 
$
(4,304
)
 
$
1,234

Comprehensive income
$
2,724

 
$
409

 
$
2,500

 
$
(4,199
)
 
$
1,434








30


 
Balance Sheet
 
September 30, 2018
 
(Unaudited)
(in millions)
S&P Global Inc.
 
Standard & Poor's Financial Services LLC
 
Non-Guarantor Subsidiaries
 
Eliminations
 
S&P Global Inc. Consolidated
ASSETS
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
891

 
$

 
$
1,267

 
$

 
$
2,158

Restricted cash

 

 
45

 

 
45

Accounts receivable, net of allowance for doubtful accounts
128

 
166

 
943

 

 
1,237

Intercompany receivable
567

 
1,929

 
2,819

 
(5,315
)
 

Prepaid and other current assets
86

 
(3
)
 
105

 

 
188

Total current assets
1,672

 
2,092

 
5,179

 
(5,315
)
 
3,628

Property and equipment, net of accumulated depreciation
192

 

 
83

 

 
275

Goodwill
261

 

 
3,274

 
9

 
3,544

Other intangible assets, net

 

 
1,420

 

 
1,420

Investments in subsidiaries
7,971

 
6

 
7,997

 
(15,974
)
 

Intercompany loans receivable
124

 

 
1,771

 
(1,895
)
 

Other non-current assets
226

 
44

 
246

 

 
516

Total assets
$
10,446

 
$
2,142

 
$
19,970

 
$
(23,175
)
 
$
9,383

LIABILITIES AND EQUITY
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
Accounts payable
$
81

 
$
18

 
$
95

 
$

 
$
194

Intercompany payable
4,168

 
55

 
1,092

 
(5,315
)
 

Accrued compensation and contributions to retirement plans
112

 
35

 
160

 

 
307

Income taxes currently payable
9

 

 
83

 

 
92

Unearned revenue
272

 
242

 
1,062

 

 
1,576

Other current liabilities
192

 
12

 
144

 

 
348

Total current liabilities
4,834

 
362

 
2,636

 
(5,315
)
 
2,517

Long-term debt
3,661

 

 

 

 
3,661

Intercompany loans payable
109

 

 
1,786

 
(1,895
)
 

Pension and other postretirement benefits
176

 

 
49

 

 
225

Other non-current liabilities
210

 
60

 
267

 

 
537

Total liabilities
8,990

 
422

 
4,738

 
(7,210
)
 
6,940

Redeemable noncontrolling interest

 

 

 
1,485

 
1,485

Equity:
 
 
 
 
 
 
 
 
 
Common stock
412

 

 
2,275

 
(2,275
)
 
412

Additional paid-in capital
155

 
614

 
10,223

 
(10,095
)
 
897

Retained income
11,882

 
1,106

 
3,209

 
(5,194
)
 
11,003

Accumulated other comprehensive loss
(290
)
 

 
(461
)
 
48

 
(703
)
Less: common stock in treasury
(10,703
)
 

 
(15
)
 
14

 
(10,704
)
Total equity - controlling interests
1,456

 
1,720

 
15,231

 
(17,502
)
 
905

Total equity - noncontrolling interests

 

 
1

 
52

 
53

Total equity
1,456

 
1,720

 
15,232

 
(17,450
)
 
958

Total liabilities and equity
$
10,446

 
$
2,142

 
$
19,970

 
$
(23,175
)
 
$
9,383


31


 
Balance Sheet
 
December 31, 2017
(in millions)
S&P Global Inc.
 
Standard & Poor's Financial Services LLC
 
Non-Guarantor Subsidiaries
 
Eliminations
 
S&P Global Inc. Consolidated
ASSETS
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
632

 
$

 
$
2,145

 
$

 
$
2,777

Restricted cash

 

 
2

 

 
2

Accounts receivable, net of allowance for doubtful accounts
138

 
152

 
1,029

 

 
1,319

Intercompany receivable
768

 
1,784

 
2,527

 
(5,079
)
 

Prepaid and other current assets
143

 
(3
)
 
86

 

 
226

Total current assets
1,681

 
1,933

 
5,789

 
(5,079
)
 
4,324

Property and equipment, net of accumulated depreciation
158

 
10

 
107

 

 
275

Goodwill
261

 

 
2,719

 
9

 
2,989

Other intangible assets, net

 

 
1,388

 

 
1,388

Investments in subsidiaries
8,364

 
5

 
8,028

 
(16,397
)
 

Intercompany loans receivable
116

 

 
1,699

 
(1,815
)
 

Other non-current assets
215

 
61

 
174

 
(1
)
 
449

Total assets
$
10,795

 
$
2,009

 
$
19,904

 
$
(23,283
)
 
$
9,425

LIABILITIES AND EQUITY
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
Accounts payable
$
79

 
$
23

 
$
93

 
$

 
$
195

Intercompany payable
3,433

 
492

 
1,154

 
(5,079
)
 

Accrued compensation and contributions to retirement plans
145

 
86

 
241

 

 
472

Short-term debt
399

 

 

 

 
399

Income taxes currently payable
2

 

 
75

 

 
77

Unearned revenue
293

 
193

 
1,127

 

 
1,613

Accrued legal settlements

 
2

 
105

 

 
107

Other current liabilities
136

 
21

 
194

 

 
351

Total current liabilities
4,487

 
817

 
2,989

 
(5,079
)
 
3,214

Long-term debt
3,170

 

 

 

 
3,170

Intercompany loans payable
101

 

 
1,715

 
(1,816
)
 

Pension and other postretirement benefits
180

 

 
64

 

 
244

Other non-current liabilities
376

 
74

 
229

 

 
679

Total liabilities
8,314

 
891

 
4,997

 
(6,895
)
 
7,307

Redeemable noncontrolling interest

 

 

 
1,350

 
1,350

Equity:
 
 
 
 
 
 
 
 
 
Common stock
412

 

 
2,318

 
(2,318
)
 
412

Additional paid-in capital
(216
)
 
602

 
9,256

 
(9,117
)
 
525

Retained income
12,156

 
516

 
3,782

 
(6,429
)
 
10,025

Accumulated other comprehensive loss
(269
)
 

 
(426
)
 
46

 
(649
)
Less: common stock in treasury
(9,602
)
 

 
(23
)
 
23

 
(9,602
)
Total equity - controlling interests
2,481

 
1,118

 
14,907

 
(17,795
)
 
711

Total equity - noncontrolling interests

 

 

 
57

 
57

Total equity
2,481

 
1,118

 
14,907

 
(17,738
)
 
768

Total liabilities and equity
$
10,795

 
$
2,009

 
$
19,904

 
$
(23,283
)
 
$
9,425



32


 
Statement of Cash Flows
 
Nine Months Ended September 30, 2018
 
(Unaudited)
(in millions)
S&P Global Inc.
 
Standard & Poor's Financial Services LLC
 
Non-Guarantor Subsidiaries
 
Eliminations
 
S&P Global Inc. Consolidated
Operating Activities:
 
 
 
 
 
 
 
 
 
Net income
$
2,801

 
$
569

 
$
2,319

 
$
(4,119
)
 
$
1,570

Adjustments to reconcile net income to cash provided by operating activities:
 
 
 
 
 
 
 
 
 
     Depreciation
24

 
6

 
30

 

 
60

     Amortization of intangibles

 

 
91

 

 
91

     Provision for losses on accounts receivable
1

 
1

 
14

 

 
16

     Stock-based compensation
21

 
12

 
40

 

 
73

     Other
33

 

 
8

 

 
41

Changes in operating assets and liabilities, net of effect of acquisitions and dispositions:
 
 
 
 
 
 
 
 
 
     Accounts receivable
10

 
(15
)
 
67

 

 
62

     Prepaid and other current assets
(11
)
 
1

 
11

 

 
1

     Accounts payable and accrued expenses
(31
)
 
(58
)
 
(78
)
 

 
(167
)
     Unearned revenue
(20
)
 
23

 
(75
)
 

 
(72
)
     Accrued legal settlements

 

 
(180
)
 

 
(180
)
     Other current liabilities
(15
)
 
(8
)
 
5

 

 
(18
)
     Net change in prepaid/accrued income taxes
51

 
2

 
9

 

 
62

     Net change in other assets and liabilities
(123
)
 
23

 
(38
)
 

 
(138
)
Cash provided by operating activities
2,741

 
556

 
2,223

 
(4,119
)
 
1,401

Investing Activities:
 
 
 
 
 
 
 
 
 
     Capital expenditures
(63
)
 
(14
)
 
(11
)
 

 
(88
)
     Acquisitions, net of cash acquired

 

 
(263
)
 

 
(263
)
     Changes in short-term investments

 

 
5

 

 
5

Cash used for investing activities
(63
)
 
(14
)
 
(269
)
 

 
(346
)
Financing Activities:
 
 
 
 
 
 
 
 
 
     Proceeds from issuance of senior notes, net
489

 

 

 

 
489

 Payments on senior notes
(403
)
 

 

 

 
(403
)
     Dividends paid to shareholders
(379
)
 

 

 

 
(379
)
 Distributions to noncontrolling interest holders

 

 
(116
)
 

 
(116
)
     Purchase of CRISIL shares

 

 
(25
)
 

 
(25
)
     Repurchase of treasury shares
(1,108
)
 

 

 

 
(1,108
)
     Exercise of stock options
18

 

 
6

 

 
24

     Employee withholding tax on share-based payments
(61
)
 

 

 

 
(61
)
     Intercompany financing activities
(961
)
 
(542
)
 
(2,616
)
 
4,119

 

Cash used for financing activities
(2,405
)
 
(542
)
 
(2,751
)
 
4,119

 
(1,579
)
Effect of exchange rate changes on cash from continuing operations
(14
)
 

 
(38
)
 

 
(52
)
Net change in cash, cash equivalents, and restricted cash
259

 

 
(835
)
 

 
(576
)
Cash, cash equivalents, and restricted cash at beginning of period
632

 

 
2,147

 

 
2,779

Cash, cash equivalents, and restricted cash at end of period
$
891

 
$

 
$
1,312

 
$

 
$
2,203



33


 
Statement of Cash Flows
 
Nine Months Ended September 30, 2017
 
(Unaudited)
(in millions)
S&P Global Inc.
 
Standard & Poor's Financial Services LLC
 
Non-Guarantor Subsidiaries
 
Eliminations
 
S&P Global Inc. Consolidated
Operating Activities:
 
 
 
 
 
 
 
 
 
Net income
$
2,735

 
$
409

 
$
2,394

 
$
(4,199
)
 
$
1,339

Adjustments to reconcile net income to cash provided by operating activities:
 
 
 
 
 
 
 
 
 
     Depreciation
24

 
9

 
28

 

 
61

     Amortization of intangibles

 

 
73

 

 
73

     Provision for losses on accounts receivable
1

 
2

 
14

 

 
17

     Stock-based compensation
23

 
15

 
27

 

 
65

     Other
27

 
15

 

 

 
42

Changes in operating assets and liabilities, net of effect of acquisitions and dispositions:
 
 
 
 
 
 
 
 
 
     Accounts receivable
(2
)
 
(73
)
 
11

 

 
(64
)
     Prepaid and other current assets
(8
)
 
2

 
9

 

 
3

     Accounts payable and accrued expenses
(19
)
 
56

 
(87
)
 

 
(50
)
     Unearned revenue
14

 
17

 
(138
)
 

 
(107
)
     Accrued legal settlements

 
(1
)
 
(3
)
 

 
(4
)
     Other current liabilities
(42
)
 
(11
)
 
(41
)
 

 
(94
)
     Net change in prepaid/accrued income taxes
(27
)
 
(18
)
 
3

 

 
(42
)
     Net change in other assets and liabilities
(42
)
 
(5
)
 
11

 

 
(36
)
Cash provided by operating activities
2,684

 
417

 
2,301

 
(4,199
)
 
1,203

Investing Activities:
 
 
 
 
 
 
 
 
 
     Capital expenditures
(34
)
 
(17
)
 
(26
)
 

 
(77
)
     Acquisitions, net of cash acquired

 

 
(80
)
 

 
(80
)
     Proceeds from dispositions

 

 
2

 

 
2

Cash used for investing activities
(34
)
 
(17
)
 
(104
)
 

 
(155
)
Financing Activities:
 
 
 
 
 
 
 
 
 
     Dividends paid to shareholders
(316
)
 

 

 

 
(316
)
 Distributions to noncontrolling interest holders

 

 
(69
)
 

 
(69
)
     Repurchase of treasury shares
(846
)
 

 

 

 
(846
)
     Exercise of stock options
63

 

 
6

 

 
69

     Employee withholding tax on share-based payments
(49
)
 

 

 

 
(49
)
     Intercompany financing activities
(1,960
)
 
(400
)
 
(1,839
)
 
4,199

 

Cash used for financing activities
(3,108
)
 
(400
)
 
(1,902
)
 
4,199

 
(1,211
)
Effect of exchange rate changes on cash from continuing operations
(10
)
 

 
93

 

 
83

Net change in cash, cash equivalents, and restricted cash
(468
)
 

 
388

 

 
(80
)
Cash, cash equivalents, and restricted cash at beginning of period
711

 

 
1,681

 

 
2,392

Cash, cash equivalents, and restricted cash at end of period
$
243

 
$

 
$
2,069

 
$

 
$
2,312



34


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 and nine months ended September 30, 2018. 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, 2017 (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 and Nine Months Ended September 30, 2018 and 2017
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 leading provider of transparent and independent ratings, benchmarks, analytics and data to the capital and commodity markets worldwide.

Our operations consist of four reportable segments: S&P Global Ratings ("Ratings"), S&P Global Market Intelligence ("Market Intelligence"), S&P Global Platts ("Platts") and S&P Dow Jones Indices ("Indices").
Ratings is an independent provider of credit ratings, research, and analytics, offering investors and other market participants information, ratings and benchmarks.
Market Intelligence is a global provider of multi-asset-class data, research and analytical capabilities, which integrate cross-asset analytics and desktop services.
Platts is the leading independent provider of information and benchmark prices for the commodity and energy markets.
Indices is a global index provider maintaining a wide variety of valuation and index benchmarks for investment advisors, wealth managers and institutional investors.
In April of 2018, we acquired Kensho Technologies Inc. ("Kensho") for approximately $550 million, net of cash acquired, in a mix of cash and stock. The results of Kensho, an operating segment of the Company, are included in Corporate revenue and Corporate Unallocated for financial reporting purposes. See Note 2 Acquisitions and Divestitures and Note 11 Segment and Related Information to the consolidated financial statements of this Form 10-Q for further discussion.
Effective beginning with the first quarter of 2018, we began reporting the financial results of Market Intelligence and Platts as separate reportable segments consistent with the changes to our organizational structure and how our Chief Executive Officer evaluates the performance of these segments. Our historical segment reporting has been retroactively revised to reflect the current organizational structure.
Key results for the periods ended September 30 are as follows: 
(in millions, except per share amounts)
Three Months

Nine Months

2018

2017

% Change 1

2018

2017

% Change 1
Revenue
$
1,546

 
$
1,513


2%

$
4,721

 
$
4,475

 
6%
Operating profit 2
$
704

 
$
649


8%

$
2,086

 
$
1,956

 
7%
Operating margin %
46
%
 
43
%
 

 
44
%
 
44
%
 
 
Diluted earnings per share from net income
$
1.95

 
$
1.61

 
22%
 
$
5.70

 
$
4.75

 
20%

35


1  
% changes in the tables throughout the MD&A are calculated off of the actual number, not the rounded number presented.
2 
Operating profit for the three and nine months ended September 30, 2018 includes Kensho retention related expense of $11 million and $23 million, respectively, restructuring charges related to a business disposition and employee severance charges of $9 million, and lease impairments of $11 million. Operating profit for the nine months ended September 30, 2018 includes legal settlement expenses of $73 million. Operating profit for the three and nine months ended September 30, 2017 includes employee severance charges of $19 million and $24 million, respectively. Operating profit for the nine months ended September 30, 2017 includes a charge to exit a leased facility of $6 million, an asset write-off of $2 million, non-cash acquisition and disposition-related adjustments of $15 million, and legal settlement expenses of $2 million. Operating profit also includes amortization of intangibles from acquisitions of $33 million and $91 million for the three and nine months ended September 30, 2018, respectively, and $24 million and $73 million for the three and nine months ended September 30, 2017, respectively.

Three Months

Revenue increased 2%, with a 1 percentage point favorable impact from recent acquisitions and a 1 percentage point unfavorable impact from foreign exchange rates. Revenue growth was driven by increases at Market Intelligence, Indices and Platts, partially offset by a decrease at Ratings. The increase at Market Intelligence was driven by annualized contract value growth in the Market Intelligence Desktop and Global Risk Services products. Revenue growth at Indices was driven by higher levels of assets under management for exchange traded funds ("ETFs") and mutual funds. The increase at Platts was due to continued demand for market data and price assessment products. These increases were partially offset by a decrease at Ratings driven by lower corporate bond ratings revenue and bank loan ratings revenue.

Operating profit increased 8%, with a 2 percentage point favorable impact from foreign exchange rates. Excluding the unfavorable impact of Kensho retention related expense in 2018 of 1percentage point, lease impairment charges in 2018 of 1 percentage point, higher deal-related amortization in 2018 of 1 percentage point, partially offset by the favorable impact of higher employee severance charges in 2017 of 1 percentage point, operating profit increased 11%. The increase was primarily due to revenue growth at Market Intelligence, Indices and Platts and decreased compensation costs at Ratings primarily driven by reduced incentive costs as well as the decreased headcount from attrition and prior year restructuring actions. Additionally, operating profit was favorably impacted by a reduction in vacant space, technology spend and professional fees at Corporate. These increases were partially offset by increased expenses at Market Intelligence due to an increase in cost of sales as a result of royalties tied to annualized contract value growth and increased data costs, and higher compensation costs driven by annual merit increases and additional headcount.

Nine Months

Revenue increased 6%, with a 1 percentage point favorable impact from recent acquisitions and a 1 percentage point favorable impact from foreign exchange rates. Revenue growth was driven by increases at all of our reportable segments. Revenue growth at Market Intelligence was driven by annualized contract value growth in the Market Intelligence Desktop and Global Risk Services products. Revenue growth at Indices was driven by higher volumes for exchange-traded derivatives and higher levels of assets under management for ETFs and mutual funds. The increase at Platts was due to continued demand for market data and price assessment products. Revenue growth at Ratings was due to an increase in non-transaction revenue due to an increase in surveillance fees, higher entity credit ratings revenue and an increase in Ratings Evaluation Service activity.

Operating profit increased 7%, with a 3 percentage point favorable impact from foreign exchange rates. Excluding the unfavorable impact of higher legal settlement expenses in 2018 of 3 percentage points, Kensho retention related expense in 2018 of 1 percentage point, and higher deal-related amortization in 2018 of 1 percentage point, partially offset by the favorable impact of non-cash acquisition and disposition-related adjustments in 2017 of 1 percentage point and higher employee severance charges in 2017 of 1 percentage point, operating profit increased 10%. The increase was primarily due to revenue growth at all of our reportable segments and decreased compensation costs at Ratings primarily driven by reduced incentive costs as well as the decreased headcount from attrition and prior year restructuring actions. These increases were partially offset by increased expenses at Market Intelligence due to an increase in cost of sales as a result of royalties tied to annualized contract value growth and increased data costs, and higher compensation costs driven by annual merit increases and additional headcount.

Our Strategy

We are a leading provider of transparent and independent ratings, benchmarks, analytics and data to the capital and commodity markets worldwide. Our purpose is to provide the intelligence that is essential for companies, governments and individuals to make decisions with conviction. We seek to deliver on this purpose within the framework of our core values of integrity, excellence and relevance.


36


We seek to deliver an exceptional, differentiated customer experience across the globe. We strive for operational excellence, continuous innovation, and a high performance culture driven by our best-in-class talent. We strive to deliver on our strategic priorities in the following four categories by:

Finance

Achieving financial targets and creating shareholder value by focusing on organic revenue growth and continuing to deliver margin expansion with a focus on operating leverage and efficiency opportunities; and

Outperforming traditional and nontraditional competitors.

Customer

Delivering greater customer value through deeper client and market insights, innovative solutions, stronger internal teamwork and reliable, nimble Go-to-Market processes;

Enriching and modernizing the user experience to improve customer loyalty;

Identifying and executing transformative growth opportunities; and

Accelerating investments and coordination in building new products and in developing new markets.

Operations

Enhancing planning and software engineering processes to speed up the delivery of content and products;

Applying lean management, robotics, automation and machine learning to streamline internal workflow and deliver productivity;

Strengthening our Digital Infrastructure capabilities, with emphasis on workplace services and cybersecurity; and

Upholding our commitment to a disciplined and practical risk, control and compliance environment.

People

Creating a performance culture to drive innovation, flexibility and agility to address customer needs;

Committing to leadership development programs and skills training;

Embracing and expanding diversity and inclusion in our workforce; and

Enhancing and augmenting technology talent and skills across the Company.


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.


37


RESULTS OF OPERATIONS — COMPARING THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017

Consolidated Review 
(in millions)
Three Months
 
Nine Months
 
2018
 
2017
 
% Change
 
2018
 
2017
 
% Change
Revenue
$
1,546

 
$
1,513

 
2%
 
$
4,721

 
$
4,475

 
6%
Total Expenses:
 
 
 
 
 
 
 
 
 
 
 
Operating-related expenses
406

 
419

 
(3)%
 
1,290

 
1,262

 
2%
Selling and general expenses
383

 
399

 
(4)%
 
1,194

 
1,123

 
6%
Depreciation and amortization
53

 
46

 
18%
 
151

 
134

 
13%
Total expenses
842

 
864

 
(3)%
 
2,635

 
2,519

 
5%
Operating profit
704

 
649

 
8%
 
2,086

 
1,956

 
7%
Other income, net
(6
)
 
(9
)
 
(25)%
 
(22
)
 
(26
)
 
(16)%
Interest expense, net
38

 
37

 
3%
 
98

 
110

 
(11)%
Provision for taxes on income
137

 
169

 
(19)%
 
440

 
533

 
(17)%
Net income
535

 
452

 
18%
 
1,570

 
1,339

 
17%
Less: net income attributable to noncontrolling interests
(40
)
 
(38
)
 
(6)%
 
(123
)
 
(105
)
 
(17)%
Net income attributable to S&P Global Inc.
$
495

 
$
414

 
20%
 
$
1,447

 
$
1,234

 
17%

Revenue

The following table provides consolidated revenue information for the periods ended September 30:
(in millions)
Three Months
 
Nine Months
 
2018
 
2017
 
% Change
 
2018
 
2017
 
% Change
Revenue
$
1,546

 
$
1,513

 
2%
 
$
4,721

 
$
4,475

 
6%
 
 
 
 
 
 
 
 
 
 
 
 
Subscription revenue
$
685

 
$
619

 
11%
 
$
1,981

 
$
1,816

 
9%
Non-transaction revenue
340

 
339

 
—%
 
1,037

 
980

 
6%
Non-subscription / transaction revenue
338

 
384

 
(12)%
 
1,130

 
1,179

 
(4)%
Asset-linked fees
136

 
124

 
9%
 
411

 
357

 
15%
Sales usage-based royalties
47

 
47

 
(1)%
 
162

 
143

 
14%
 
 
 
 
 
 
 
 
 
 
 
 
% of total revenue:

 

 
 
 

 

 
 
     Subscription revenue
44
%
 
41
%
 
 
 
42
%
 
41
%
 
 
     Non-transaction revenue
22
%
 
23
%
 
 
 
22
%
 
22
%
 
 
     Non-subscription / transaction revenue
22
%
 
25
%
 
 
 
24
%
 
26
%
 
 
     Asset-linked fees
9
%
 
8
%
 
 
 
9
%
 
8
%
 
 
     Sales usage-based royalties
3
%
 
3
%
 
 
 
3
%
 
3
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. revenue
$
932

 
$
914

 
2%
 
$
2,843

 
$
2,726

 
4%
International revenue:
 
 
 
 
 
 
 
 
 
 
 
     European region
380

 
361

 
5%
 
1,164

 
1,068

 
9%
     Asia
160

 
157

 
2%
 
475

 
432

 
10%
     Rest of the world
74

 
81

 
(9)%
 
239

 
249

 
(4)%
Total international revenue
$
614

 
$
599

 
2%
 
$
1,878

 
$
1,749

 
7%
% of total revenue:
 
 
 
 
 
 
 
 
 
 
 
     U.S. revenue
60
%
 
60
%
 
 
 
60
%
 
61
%
 
 
     International revenue
40
%
 
40
%
 
 
 
40
%
 
39
%
 
 


38



chart-b1dc30e68f5a563b970.jpg chart-247084c8fdb159efbca.jpg

Three Months

Subscription revenue increased primarily from growth in Market Intelligence's average contract values and continued demand for Platt's proprietary content. Higher data subscription revenue at Indices also contributed to subscription revenue growth. Non-transaction revenue increased slightly at Ratings primarily due to an increase in surveillance fees and royalty revenue, partially offset by a decline in Ratings Evaluation Service ("RES") activity. Non-subscription / transaction revenue decreased driven by a decline in corporate bond ratings revenue and bank loan ratings revenue at Ratings. Asset-linked fees increased primarily due to the impact of higher levels of assets under management for ETFs and mutual funds at Indices. See “Segment Review” below for further information.

The unfavorable impact of foreign exchange rates reduced revenue by 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.

Nine Months

Subscription revenue increased primarily from growth in Market Intelligence's average contract values and continued demand for Platt's proprietary content. Non-transaction revenue grew at Ratings primarily due to an increase in surveillance fees, higher entity credit ratings revenue and an increase in RES activity. Non-subscription / transaction revenue decreased as a decline in corporate bond ratings revenue was partially offset by an increase in structured finance revenue and bank loan ratings revenue at Ratings. Asset-linked fees increased primarily due to the impact of higher levels of assets under management for ETFs and mutual funds at Indices. Sales usage-based royalties increased primarily driven by higher volumes for exchange-traded derivatives at Indices. See “Segment Review” below for further information.

The favorable impact of foreign exchange rates increased revenue by 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 periods ended September 30:


39


Three Months
(in millions)
2018
 
2017
 
% Change
 
Operating-
related expenses
 
Selling and
general expenses
 
Operating-
related expenses
 
Selling and
general expenses
 
Operating-
related expenses
 
Selling and
general expenses
Ratings 1
$
191

 
$
106

 
$
215

 
$
140

 
(11)%
 
(24)%
Market Intelligence 2
159

 
133

 
152

 
121

 
4%
 
10%
Platts
54

 
45

 
52

 
52

 
4%
 
(12)%
Indices
26

 
42

 
28

 
37

 
(6)%
 
11%
Intersegment eliminations 3
(32
)
 

 
(28
)
 

 
(15)%
 
N/M
Total segments
398

 
326

 
419

 
350

 
(5)%
 
(7)%
Corporate Unallocated expense 4
8

 
57

 

 
49

 
N/M
 
15%
Total
$
406

 
$
383

 
$
419

 
$
399

 
(3)%
 
(4)%
N/M - not meaningful
1 
In 2017, selling and general expenses include employee severance charges of $15 million.
2 
In 2018, selling and general expenses include restructuring charges related to a business disposition and employee severance charges of $2 million.
3 
Intersegment eliminations relate to a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.
4 
In 2018, selling and general expenses include Kensho retention related expense of $11 million, lease impairments of $11 million, and employee severance charges of $7 million. In 2017, selling and general expenses include employee severance charges of $4 million.

Operating-Related Expenses

Operating-related expenses decreased 3% due to decreased compensation costs at Ratings primarily driven by reduced incentive costs as well as the decreased headcount from attrition and prior year restructuring actions. This decrease was partially offset by an increase at Market Intelligence primarily due to an increase in cost of sales as a result of royalties tied to annualized contract value growth and increased data costs, and higher compensation costs related to annual merit increases and additional headcount. Additionally, operating-related expenses increased due to the acquisition of Kensho in April of 2018.

Intersegment eliminations primarily relate to a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.

Selling and General Expenses

Selling and general expenses decreased 4%. Excluding the unfavorable impact of Kensho retention related expense in 2018 of 3 percentage points and lease impairment charges in 2018 of 3 percentage points, partially offset by the favorable impact of higher employee severance charges in 2017 of 3 percentage points, selling and general expenses decreased 7%. This decrease was primarily driven by decreased compensation costs at Ratings primarily driven by reduced incentive costs as well as the decreased headcount from attrition and prior year restructuring actions, partially offset by higher compensation costs at Market Intelligence and Indices. Additionally, selling and general expenses increased due to the acquisition of Kensho in April of 2018.

Depreciation and Amortization

Depreciation and amortization increased 18% compared to the third quarter of 2017 due to an increase in amortization expense primarily related to the acquisition of Kensho in April of 2018.


40


Nine Months
(in millions)
2018
 
2017
 
% Change
 
Operating-
related expenses
 
Selling and
general expenses
 
Operating-
related expenses
 
Selling and
general expenses
 
Operating-
related expenses
 
Selling and
general expenses
Ratings 1
$
623

 
$
403

 
$
641

 
$
388

 
(3)%
 
4%
Market Intelligence 2
500

 
388

 
462

 
360

 
8%
 
8%
Platts 3
169

 
132

 
165

 
151

 
3%
 
(13)%
Indices
75

 
126

 
75

 
107

 
—%
 
18%
Intersegment eliminations 4
(92
)
 

 
(81
)
 

 
(14)%
 
N/M
Total segments
1,275

 
1,049

 
1,262

 
1,006

 
1%
 
4%
Corporate Unallocated expense 5
15

 
145

 

 
117

 
N/M
 
23%
Total
$
1,290

 
$
1,194

 
$
1,262

 
$
1,123

 
2%
 
6%
N/M - not meaningful
1 
In 2018, selling and general expenses include legal settlement expenses of $73 million. In 2017, selling and general expenses include employee severance charges of $15 million and legal settlement expenses of $2 million.
2 
In 2018, selling and general expenses include restructuring charges related to a business disposition and employee severance charges of $2 million. In 2017, selling and general expenses include a non-cash disposition-related adjustment of $4 million and employee severance charges of $4 million.
3  
In 2017, selling and general expenses include a non-cash acquisition-related adjustment of $11 million, a charge to exit a leased facility of $6 million, an asset write-off of $2 million and employee severance charges of $1 million.
4 
Intersegment eliminations relate to a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.
5 
In 2018, selling and general expenses include Kensho retention related expense of $23 million, lease impairments of $11 million, and employee severance charges of $7 million. In 2017, selling and general expenses include employee severance charges of $4 million.

Operating-Related Expenses

Operating-related expenses increased 2% driven by increases at Market Intelligence due to an increase in cost of sales as a result of royalties tied to annualized contract value growth and increased data costs, and higher compensation costs related to annual merit increases and additional headcount. This increase was partially offset by decreased compensation costs at Ratings primarily driven by reduced incentive costs as well as the decreased headcount from attrition and prior year restructuring actions. Additionally, operating-related expenses increased due to the acquisition of Kensho in April of 2018.

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 increased 6%. Excluding the unfavorable impact of higher legal settlement expenses in 2018 of 6 percentage points, Kensho retention related expense in 2018 of 2 percentage points and lease impairment charges of 1 percentage point, partially offset by the favorable impact of higher employee severance charges in 2017 of 2 percentage points, non-cash acquisition and disposition-related adjustments in 2017 of 1 percentage point and a charge to exit a leased facility in 2017 of 1 percentage point, selling and general expenses increased 1%. The increase is due to higher compensation costs at Market Intelligence and Indices and increased expenses due to the acquisition of Kensho in April of 2018, partially offset by decreased compensation costs at Ratings primarily driven by reduced incentive costs as well as the decreased headcount from attrition and prior year restructuring actions.

Depreciation and Amortization

Depreciation and amortization increased 13% compared to the first nine months of 2017 due to an increase in amortization expense primarily related to the acquisition of Kensho in April of 2018.


41


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 segments contribution to operating profit. Segment operating profit is defined as operating profit before Corporate Unallocated. 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 table below reconciles segment operating profit to total operating profit for the periods ended September 30:

Three Months
(in millions)
2018
 
2017
 
% Change
Ratings 1
$
395

 
$
375

 
6%
Market Intelligence 2
148

 
123

 
20%
Platts 3
98

 
84

 
16%
Indices 4
134

 
119

 
13%
Total segment operating profit
775

 
701

 
11%
Corporate Unallocated 5
(71
)
 
(52
)
 
(39)%
Total operating profit
$
704

 
$
649

 
8%
1 
2018 and 2017 include amortization of intangibles from acquisitions of $1 million. 2017 includes employee severance charges of $15 million.
2 
2018 includes restructuring charges related to a business disposition and employee severance charges of $2 million. 2018 and 2017 include amortization of intangibles from acquisitions of $18 million and $17 million, respectively.
3 
2018 and 2017 include amortization of intangibles from acquisitions of $4 million and $5 million, respectively.
4 
2018 and 2017 include amortization of intangibles from acquisitions of $2 million and $1 million, respectively.
5 
2018 includes Kensho retention related expense of $11 million, lease impairments of $11 million, employee severance charges of $7 million, and amortization of intangibles from acquisitions of $8 million. 2017 includes employee severance charges of $4 million.

Segment Operating Profit — Increased 11% as compared to the third quarter of 2017. Excluding the favorable impact of higher employee severance charges in 2017 of 3 percentage points, operating profit increased 8%. The increase was primarily due to revenue growth at Market Intelligence, Indices and Platts and decreased compensation costs at Ratings primarily driven by reduced incentive costs as well as the decreased headcount from attrition and prior year restructuring actions. These increases were partially offset by increased expenses at Market Intelligence due to an increase in cost of sales as a result of royalties tied to annualized contract value growth and increased data costs, and higher compensation costs driven by annual merit increases and additional headcount. See “Segment Review” below for further information.

Corporate Unallocated Corporate Unallocated includes costs for corporate center functions, select initiatives and unoccupied office space, included in selling and general expenses, and the results for Kensho. Corporate Unallocated operating loss increased 39% as compared to the third quarter of 2017. Excluding the unfavorable impact of Kensho retention related expense in 2018 of 22 percentage points, lease impairment charges in 2018 of 21 percentage points, higher deal-related amortization in 2018 of 17 percentage points and higher employee severance charges in 2018 of 5 percentage points, Corporate Unallocated loss decreased 25% due to a reduction in vacant space, technology spend and professional fees.

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 businesses functional currency.


42


Nine Months
(in millions)
2018
 
2017
 
% Change
Ratings 1
$
1,173

 
$
1,144

 
2%
Market Intelligence 2
388

 
339

 
14%
Platts 3
285

 
245

 
17%
Indices 4
416

 
352

 
18%
Total segment operating profit
2,262

 
2,080

 
9%
Corporate Unallocated 5
(176
)
 
(124
)
 
(42)%
Total operating profit
$
2,086

 
$
1,956

 
7%
1 
2018 includes legal settlement expenses of $73 million. 2017 includes employee severance charges of $15 million and legal settlement expenses of $2 million. 2018 and 2017 include amortization of intangibles from acquisitions of $2 million and $3 million, respectively.
2 
2018 includes restructuring charges related to a business disposition and employee severance charges of $2 million. 2017 includes a non-cash disposition-related adjustment of $4 million and employee severance charges of $4 million. 2018 and 2017 include amortization of intangibles from acquisitions of $54 million and $52 million, respectively.
3 
2018 and 2017 include amortization of intangibles from acquisitions of $13 million. 2017 includes a non-cash acquisition-related adjustment of $11 million, a charge to exit a leased facility of $6 million, an asset write-off of $2 million, and employee severance charges of $1 million.
4 
2018 and 2017 include amortization of intangibles from acquisitions of $5 million and $4 million, respectively.
5 
2018 includes Kensho retention related expense of $23 million, lease impairments of $11 million, employee severance charges of $7 million, and amortization of intangibles from acquisitions of $17 million. 2017 includes employee severance charges of $4 million.

Segment Operating Profit — Increased 9% as compared to the first nine months of 2017. Excluding the unfavorable impact of higher legal settlement expenses in 2018 of 2 percentage points, partially offset by the favorable impact of higher employee severance charges in 2017 of 1 percentage point, operating profit increased 10%. The increase was primarily due to revenue growth at all of our reportable segments and decreased compensation costs at Ratings primarily driven by reduced incentive costs as well as the decreased headcount from attrition and prior year restructuring actions. These increases were partially offset by increased expenses at Market Intelligence due to an increase in cost of sales as a result of royalties tied to annualized contract value growth and increased data costs, and higher compensation costs driven by annual merit increases and additional headcount. See “Segment Review” below for further information.

Corporate Unallocated Corporate Unallocated includes costs for corporate center functions, select initiatives and unoccupied office space, included in selling and general expenses, and the results for Kensho. Corporate Unallocated operating loss increased 42% as compared to the first nine months of 2017. Excluding the unfavorable impact of Kensho retention related expense in 2018 of 18 percentage points, higher deal-related amortization in 2018 of 13 percentage points, lease impairment charges in 2018 of 8 percentage points and higher employee severance charges in 2018 of 2 percentage points, Corporate Unallocated loss increased 1%. This increase was driven by the unfavorable impact of a $20 million contribution made by the Company to the S&P Global Foundation during the first quarter of 2018 and increased expenses related to the acquisition of Kensho in April of 2018, partially offset by a reduction in vacant space, technology spend and professional fees.

Foreign exchange rates had a favorable impact on operating profit of 3 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 businesses functional currency.

Interest Expense, net

Net interest expense remained relatively flat compared to the third quarter of 2017, increasing $1 million or 3%. Net interest expense decreased 11% compared to the first nine months of 2017 driven by the release of a reserve for accrued interest related to the resolution of various tax audits in the second quarter of 2018.

Provision for Income Taxes

Comprehensive tax legislation, enacted through the Tax Cuts and Jobs Act (“TCJA”) on December 22, 2017, significantly modified U.S. corporate income tax law. Provisional amounts have been recorded in our financial statements based on the Company’s initial

43


analysis of the TCJA. The Company may adjust these amounts in future periods if our interpretation of the TCJA changes or as additional guidance from the U.S. Treasury becomes available.

The effective income tax rate was 20.4% and 21.9% for the three and nine months ended September 30, 2018, respectively, and 27.3% and 28.5% for the three and nine months ended September 30, 2017, respectively. The decrease in 2018 was primarily due to the reduction of the U.S. federal corporate tax rate as a result of the enactment of the TCJA.

The Company is continuously subject to tax examinations in various jurisdictions.  In May 2017, the IRS issued a 30-Day Letter proposing to increase the Company’s federal income tax for the 2015 tax year by approximately $242 million. This increase relates primarily to the IRS’s proposed disallowance of claimed tax deductions for certain amounts paid in 2015 to settle lawsuits by nineteen states and the District of Columbia. In April 2018, the Company and the IRS formally agreed to a settlement for $14 million that was fully reserved for in prior periods.

Segment Review

Ratings

Ratings is an independent provider of credit ratings, research, and analytics to investors, issuers and other market participants. 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.

Ratings differentiates 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, and structured finance debt instruments;
bank loan ratings; and
corporate credit estimates, which are intended, based on an abbreviated analysis, to provide an indication of our opinion regarding creditworthiness of a company which does not currently have a Ratings credit rating.

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. 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 $28 million and $81 million for the three and nine months ended September 30, 2018, respectively, and $25 million and $73 million for the three and nine months ended September 30, 2017, respectively.


44


The following table provides revenue and segment operating profit information for the periods ended September 30: 
(in millions)
Three Months
 
Nine Months
 
2018
 
2017
 
% Change
 
2018
 
2017
 
% Change
Revenue
$
700

 
$
739

 
(5)%
 
$
2,223

 
$
2,199

 
1%
 
 
 
 
 
 
 
 
 
 
 
 
Non-transaction revenue
$
372

 
$
367

 
1%
 
$
1,129

 
$
1,061

 
6%
Transaction revenue
$
328

 
$
372

 
(12)%
 
$
1,094

 
$
1,138

 
(4)%
% of total revenue:
 
 
 
 
 
 
 
 
 
 
 
     Non-transaction revenue
53
%
 
50
%
 
 
 
51
%
 
48
%
 
 
     Transaction revenue
47
%
 
50
%
 
 
 
49
%
 
52
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. revenue
$
400

 
$
425

 
(6)%
 
$
1,266

 
$
1,276

 
(1)%
International revenue
$
300

 
$
314

 
(4)%
 
$
957

 
$
923

 
4%
% of total revenue:
 
 
 
 
 
 
 
 
 
 
 
     U.S. revenue
57
%
 
58
%
 
 
 
57
%
 
58
%
 
 
     International revenue
43
%
 
42
%
 
 
 
43
%
 
42
%
 
 
 


 


 

 


 


 

Operating profit 1
$
395

 
$
375

 
6%
 
$
1,173

 
$
1,144

 
2%
Operating margin %
56
%
 
51
%
 
 
 
53
%
 
52
%
 
 
1 
Operating profit includes legal settlement expenses of $73 million for the nine months ended September 30, 2018. Operating profit includes employee severance charges of $15 million for the three and nine months ended September 30, 2017 and legal settlement expenses of $2 million for the nine months ended September 30, 2017. Operating profit also includes amortization of intangibles from acquisitions of $1 million for the three months ended September 30, 2018 and 2017 and $2 million and $3 million for the nine months ended September 30, 2018 and 2017, respectively.

Three Months

Revenue decreased 5% due to a decline in transaction revenue, partially offset by a slight increase in non-transaction revenue. Transaction revenue decreased due to a decline in corporate bond ratings revenue driven by lower issuance in the U.S. and Asia and lower bank loan ratings revenue. Non-transaction revenue increased due to an increase in surveillance fees and an increase in royalty revenue, partially offset by a decline in RES activity. Transaction and non-transaction revenue benefited from improved contract terms across product categories.

Operating profit increased 6%, with a 3 percentage point favorable impact from foreign exchange rates. Excluding the favorable impact of higher employee severance charges in 2017 of 5 percentage points, operating profit increased 1%. This increase was primarily due to decreased compensation costs primarily driven by reduced incentive costs as well as the decreased headcount from attrition and prior year restructuring actions, partially offset by the decrease in revenue discussed above.

Nine Months

Revenue increased 1%, with a 1 percentage point favorable impact from foreign exchange rates. Non-transaction revenue grew primarily due to an increase in surveillance fees, higher entity credit ratings revenue, an increase in royalty revenue and an increase in RES activity. Transaction revenue decreased primarily due to a decline in corporate bond ratings revenue driven by lower issuance in the U.S. and Asia, partially offset by an increase in structured finance revenue and bank loan ratings revenue. The increase in structured finance transaction revenue was driven by increased U.S. collateralized loan obligations ("CLO") issuance in the first half of the year. Transaction and non-transaction revenue benefited from improved contract terms across product categories.


45


Operating profit increased 2%, with a 4 percentage point favorable impact from foreign exchange rates. Excluding the unfavorable impact of higher legal settlement expenses in 2018 of 6 percentage points, partially offset by the favorable impact of higher employee severance charges in 2017 of 1 percentage point, operating profit increased 7%. This increase was primarily due to the favorable impact of foreign exchange rates, a decrease in compensation costs related to lower incentive costs as well as the decreased headcount from attrition and prior year restructuring actions and revenue growth, partially offset by higher salary costs primarily driven by annual merit increases and an increase in costs related to the development of a global center for technology talent in India.

Market Issuance Volumes

We monitor market issuance volumes regularly within Ratings. Market issuance volumes noted within the discussion that follows are based on the domicile of the issuer. Issuance volumes can be reported in two ways: by “domicile” which is based on where an issuer is located or where the assets associated with an issue are located, or based on “marketplace” which is where the bonds are sold. The following tables depict changes in issuance levels as compared to the prior year, based on a composite of Thomson Financial, Harrison Scott Publications, Dealogic and Ratings' internal estimates.
 
Third Quarter
Compared to Prior Year
 
Year-to-Date
Compared to Prior Year
Corporate Bond Issuance *
U.S.
 
Europe
 
Global
 
U.S.
 
Europe
 
Global
High-yield issuance
(45)%
 
(12)%
 
(45)%
 
(36)%
 
(21)%
 
(32)%
Investment grade
(24)%
 
15%
 
(9)%
 
(20)%
 
10%
 
(2)%
Total issue dollars — Corporate issuance
(27)%
 
12%
 
(13)%
 
(23)%
 
5%
 
(6)%
*
Includes Industrials and Financial Services.

The quarter decrease in global high-yield issuance reflects comparisons against a strong prior year period as issuers went to the market in advance of expected interest rate increases. The year-to-date decrease in global high-yield issuance reflects comparisons against a strong prior year period as issuers went to market in advance of U.S. Federal Reserve rate increases that took place late in the first and second quarters of 2017.
 
Third Quarter Compared to Prior Year
 
Year-to-Date Compared to Prior Year
Structured Finance
U.S.
 
Europe
 
Global
 
U.S.
 
Europe
 
Global
Asset-backed securities (“ABS”)
15%
 
21%
 
28%
 
17%
 
34%
 
21%
Structured credit
4%
 
42%
 
11%
 
2%
 
42%
 
8%
Commercial mortgage-backed securities (“CMBS”)
(36)%
 
(28)%
 
(30)%
 
(12)%
 
28%
 
(7)%
Residential mortgage-backed securities (“RMBS”)
(2)%
 
81%
 
29%
 
28%
 
32%
 
19%
Covered bonds
**
 
50%
 
41%
 
**
 
28%
 
36%
Total issue dollars — Structured finance
—%
 
46%
 
18%
 
8%
 
31%
 
18%
**
Represents no activity in 2018 and 2017.

ABS issuance was up in the U.S. due to an increase in credit card transactions and Europe reflecting an increase in auto transactions.
Issuance was up in the European structured credit markets driven by new CLO transactions.
CMBS issuance was down in the U.S. and Europe for the quarter reflecting decreased market volume. European CMBS issuance was up for the first nine months of the year, although from a low 2017 base.
RMBS issuance was down slightly in the U.S. for the quarter reflecting decreased market volume. RMBS issuance was up in the U.S. for the first nine months of the year and up in Europe for the quarter and first nine months of the year reflecting increased market volume.
Covered bond (debt securities backed by mortgages or other high-quality assets that remain on the issuer's balance sheet) issuance in Europe was up partially due to the impact from the European Central Bank's covered bond asset purchase program.
For a further discussion of the legal and regulatory environment see Note 12 – Commitments and Contingencies to the consolidated financial statements of this Form 10-Q.

46



Market Intelligence

Market Intelligence's portfolio of capabilities are designed to help investment professionals, government agencies, corporations and universities track performance, generate alpha, identify investment ideas, understand competitive and industry dynamics, perform valuations and assess credit risk.

Market Intelligence includes the following business lines:
Desktop a product suite that provides data, analytics and third-party research for global finance professionals, which includes the Market Intelligence Desktop (which are inclusive of the S&P Capital IQ and SNL Desktop products);
Data Management Solutions integrated bulk data feeds and application programming interfaces that can be customized, which includes Compustat, GICS, Point In Time Financials and CUSIP; and
Risk Services commercial arm that sells Ratings' credit ratings and related data, analytics and research, which includes subscription-based offerings, RatingsDirect® and RatingsXpress®, and Credit Analytics.
Subscription revenue at Market Intelligence is primarily derived from distribution of data, analytics, third party research, and credit ratings-related information primarily through web-based channels including Market Intelligence Desktop, RatingsDirect®, RatingsXpress®, and Credit Analytics. Non-subscription revenue at Market Intelligence is primarily related to certain advisory, pricing and analytical services.
The following table provides revenue and segment operating profit information for the periods ended September 30: 
(in millions)
Three Months
 
Nine Months
 
2018
 
2017
 
% Change
 
2018
 
2017
 
% Change
Revenue
$
464

 
$
422

 
10%
 
$
1,349

 
$
1,238

 
9%
 
 
 
 
 
 
 
 
 
 
 
 
Subscription revenue
$
451

 
$
406

 
11%
 
$
1,306

 
$
1,189

 
10%
Non-subscription revenue
$
8

 
$
10

 
(20)%
 
$
28

 
$
32

 
(15)%
Asset-linked fees
$
5

 
$
6

 
(21)%
 
$
15

 
$
17

 
(13)%
% of total revenue:
 
 
 
 
 
 
 
 
 
 
 
     Subscription revenue
97
%
 
96
%
 
 
 
97
%
 
96
%
 
 
     Non-subscription revenue
2
%
 
2
%
 
 
 
2
%
 
3
%
 
 
     Asset-linked fees
1
%
 
2
%
 
 
 
1
%
 
1
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. revenue
$
300

 
$
279

 
8%
 
$
874

 
$
831

 
5%
International revenue
$
164

 
$
143

 
15%
 
$
475

 
$
407

 
17%
% of total revenue:
 
 
 
 
 
 
 
 
 
 
 
     U.S. revenue
65
%
 
66
%
 
 
 
65
%
 
67
%
 
 
     International revenue
35
%
 
34
%
 
 
 
35
%
 
33
%
 
 
 


 


 

 


 


 

Operating profit 1
$
148

 
$
123

 
20%
 
$
388

 
$
339

 
14%
Operating margin %
32
%
 
29
%
 
 
 
29
%
 
27
%
 
 
1 
Operating profit includes restructuring charges related to a business disposition and employee severance charges of $2 million for the three and nine months ended September 30, 2018. Operating profit includes a non-cash disposition-related adjustment of $4 million and employee severance charges of $4 million for the nine months ended September 30, 2017. Operating profit includes amortization of intangibles from acquisitions of $18 million and $17 million for the three months ended September 30, 2018 and 2017, respectively, and $54 million and $52 million for the nine months ended September 30, 2018 and 2017, respectively.

Three Months

Revenue increased 10% and was favorably impacted by 1 percentage point from the impact of recent acquisitions. Excluding acquisitions, revenue increased driven by growth in annualized contract values in the Market Intelligence Desktop products, RatingsXpress® and RatingsDirect®. The number of users and customers grew for each of these products in the quarter. Increases in annualized contract value for certain of our data feed products within Data Management Solutions also contributed to revenue

47


growth.

Operating profit increased 20%, with a 6 percentage point favorable impact from foreign exchange rates. The increase was primarily due to revenue growth, partially offset by higher compensation costs, an increase in cost of sales as a result of royalties tied to annualized contract value growth and increased data costs. Higher compensation costs were driven by annual merit increases and additional headcount partially related to the acquisitions of Panjiva Inc. ("Panjiva") in February of 2018 and the RateWatch business ("RateWatch") in June of 2018. See Note 2 - Acquisitions and Divestitures to the consolidated financial statements of this Form 10-Q for further discussion.

Nine Months

Revenue increased 9% and was favorably impacted by 1 percentage point from the impact of recent acquisitions. Excluding acquisitions, revenue increased driven by growth in annualized contract values in the Market Intelligence Desktop products, RatingsXpress® and RatingsDirect®. Increases in annualized contract value for certain of our data feed products within Data Management Solutions also contributed to revenue growth.

Operating profit increased 14%, with a 2 percentage point favorable impact from foreign exchange rates. Excluding the favorable impact of a non-cash disposition-related adjustment in 2017 of 3 percentage points and higher employee severance charges in 2017 of 2 percentage points, partially offset by the unfavorable impact of higher amortization in 2018 of 2 percentage points, operating profit increased 11%. The increase was primarily due to revenue growth, partially offset by an increase in cost of sales as a result of royalties tied to annualized contract value growth and increased data costs and higher compensation costs. Higher compensation costs were driven by annual merit increases and additional headcount partially related to the acquisition of Panjiva in February of 2018 and the RateWatch business ("RateWatch") in June of 2018. See Note 2 - Acquisitions and Divestitures to the consolidated financial statements of this Form 10-Q for further discussion.

Platts

Platts is the leading independent provider of information and benchmark prices for the commodity and energy markets. Platts provides essential price data, analytics, and industry insight enabling the commodity and energy markets to perform with greater transparency and efficiency.

Platts' revenue is generated primarily through the following sources:
Subscription revenue primarily from subscriptions to our real-time news, market data and price assessments, along with other information products;
Sales usage-based royalties primarily from licensing of our proprietary market price data and price assessments to commodity exchanges; and
Non-subscription revenue conference sponsorship, consulting engagements, and events.

48


The following table provides revenue and segment operating profit information for the periods ended September 30: 
(in millions)
Three Months
 
Nine Months
 
2018
 
2017
 
% Change
 
2018
 
2017
 
% Change
Revenue
$
204

 
$
193

 
5%
 
$
604

 
$
577

 
5%
 
 
 
 
 
 
 
 
 
 
 
 
Subscription revenue
$
188

 
$
177

 
6%
 
$
556

 
$
523

 
6%
Sales usage-based royalties
$
14

 
$
14

 
(6)%
 
$
40

 
$
45

 
(10)%
Non-subscription revenue
$
2

 
$
2

 
14%
 
$
8

 
$
9

 
(9)%
% of total revenue:
 
 
 
 
 
 
 
 
 
 
 
     Subscription revenue
92
%
 
92
%
 
 
 
92
%
 
91
%
 
 
     Sales usage-based royalties
7
%
 
7
%
 
 
 
7
%
 
7
%
 
 
     Non-subscription revenue
1
%
 
1
%
 
 
 
1
%
 
2
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. revenue
$
70

 
$
70

 
—%
 
$
210

 
$
213

 
(1)%
International revenue
$
134

 
$
123

 
8%
 
$
394

 
$
364

 
9%
% of total revenue:
 
 
 
 
 
 
 
 
 
 
 
     U.S. revenue
34
%
 
36
%
 
 
 
35
%
 
37
%
 
 
     International revenue
66
%
 
64
%
 
 
 
65
%
 
63
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating profit 1
$
98

 
$
84

 
16%
 
$
285

 
$
245

 
17%
Operating margin %
48
%
 
44
%
 
 
 
47
%
 
42
%
 
 
1 
Operating profit includes amortization of intangibles from acquisitions of $4 million and $5 million for the three months ended September 30, 2018 and 2017, respectively, and $13 million for the nine months ended September 30, 2018 and 2017. Operating profit includes a non-cash acquisition-related adjustment of $11 million, a charge to exit a leased facility of $6 million, an asset write-off of $2 million, and employee severance charges of $1 million for the nine months ended September 30, 2017.

Three Months

Revenue increased 5% due to continued demand for market data and price assessment products, led by petroleum, partially offset by a decrease in sales usage-based royalties from the licensing of our proprietary market price data and price assessments to commodity exchanges mainly due to a decline in oil trading volumes. Demand for market data and price assessment products was driven by international customers. While petroleum is still the biggest revenue driver, the proportional revenue mix continues to become more diversified as other sectors contributed to revenue growth including petrochemicals, metals and agriculture.

Operating profit increased 16%, with a 1 percentage point favorable impact from foreign exchange rates. Excluding the favorable impact of higher amortization in 2017 of 1 percentage point, operating profit increased 15%. The increase was primarily due to revenue growth and reduced expenses mainly driven by lower incentive costs.

Nine Months

Revenue increased 5% due to continued demand for market data and price assessment products, led by petroleum, partially offset by a decrease in sales usage-based royalties from the licensing of our proprietary market price data and price assessments to commodity exchanges mainly due to a decline in oil trading volumes. Demand for market data and price assessment products was driven by international customers. While petroleum is still the biggest revenue driver, the proportional revenue mix continues to become more diversified as other sectors contributed to revenue growth including petrochemicals, metals and agriculture.

Operating profit increased 17%, with a 2 percentage point unfavorable impact from foreign exchange rates. Excluding the favorable impact of a non-cash acquisition-related adjustment in 2017 of 5 percentage points, a charge to exit a leased facility in 2017 of 3 percentage points, an asset write-off in 2017 of 1 percentage point and employee severance charges in 2017 of 1 percentage point, operating profit increased 7%. The increase was primarily due to revenue growth, partially offset by higher salary costs driven by annual merit increases.


49


Indices

Indices is a global index provider maintaining a wide variety of indices to meet an array of investor needs. 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 primarily derives revenue from asset-linked fees based on the S&P and Dow Jones Indices and to a lesser extent generates subscription revenue and transaction revenue. 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 periods ended September 30: 
(in millions)
Three Months
 
Nine Months
 
2018
 
2017
 
% Change
 
2018
 
2017
 
% Change
Revenue
$
205

 
$
187

 
10%
 
$
627

 
$
542

 
16%
 
 
 
 
 
 
 
 
 
 
 
 
Asset-linked fees
$
131

 
$
118

 
11%
 
$
396

 
$
340

 
17%
Subscription revenue
$
41

 
$
36

 
12%
 
$
109

 
$
104

 
4%
Sales usage-based royalties
$
33

 
$
33

 
2%
 
$
122

 
$
98

 
25%
% of total revenue:
 
 
 
 
 
 
 
 
 
 
 
     Asset-linked fees
64
%
 
63
%
 
 
 
63
%
 
63
%
 
 
     Sales usage-based royalties
16
%
 
18
%
 
 
 
20
%
 
18
%
 
 
     Subscription revenue
20
%
 
19
%
 
 
 
17
%
 
19
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. revenue
$
175

 
$
155

 
13%
 
$
533

 
$
448

 
19%
International revenue
$
30

 
$
32

 
(6)%
 
$
94

 
$
94

 
1%
% of total revenue:
 
 
 
 
 
 
 
 
 
 
 
     U.S. revenue
85
%
 
83
%
 
 
 
85
%
 
83
%
 
 
     International revenue
15
%
 
17
%
 
 
 
15
%
 
17
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating profit 1
$
134

 
$
119

 
13%
 
$
416

 
$
352

 
18%
Less: net operating profit attributable to noncontrolling interests
36

 
33

 

 
112

 
95

 

Net operating profit
$
98

 
$
86

 
15%
 
$
304

 
$
257

 
18%
Operating margin %
65
%
 
64
%
 
 
 
66
%
 
65
%
 
 
Net operating margin %
48
%
 
46
%
 
 
 
48
%
 
47
%
 
 
1 
Operating profit includes amortization of intangibles from acquisitions of $2 million and $1 million for the three months ended September 30, 2018 and 2017, respectively, and $5 million and $4 million for the nine months ended September 30, 2018 and 2017, respectively.

50



Three Months

Revenue at Indices increased 10%, primarily driven by higher levels of assets under management ("AUM") for ETFs and mutual funds. Higher data subscription revenue also contributed to revenue growth in the quarter. These increases were partially offset by lower over-the-counter derivatives revenue driven by the unfavorable impact of revenue recognized in the third quarter of 2017 related to the timing of contract settlements. Ending AUM for ETFs in the third quarter of 2018 increased 24% to $1.505 trillion and average AUM for ETFs increased 23% to $1.459 trillion compared to the third quarter of 2017.

Operating profit grew 13%. The impact of revenue growth was partially offset by increased compensation costs primarily driven by higher incentive costs.

Nine Months

Revenue at Indices increased 16%, primarily driven by higher ETF AUM and higher exchange-traded derivative volumes. Ending AUM for ETFs in the first nine months of 2018 increased 24% to $1.505 trillion and average AUM for ETFs increased 24% to $1.401 trillion compared to the first nine months of 2017.

Operating profit grew 18%, with a 2 percentage point unfavorable impact from foreign exchange rates. The impact of revenue growth was partially offset by increased compensation costs driven by higher incentive costs and additional headcount, and higher operating costs to support revenue growth and business initiatives.

LIQUIDITY AND CAPITAL RESOURCES

We continue to maintain a strong financial position. Our primary source of funds for operations is cash from our businesses. Cash on hand, cash flows from operations and availability under our existing credit facility are expected to be sufficient to meet any additional operating and recurring cash needs into the foreseeable future. We use our cash for a variety of needs, including but not limited to: ongoing investments in our businesses, strategic acquisitions, share repurchases, dividends, repayment of debt, capital expenditures and investment in our infrastructure.

Cash Flow Overview

Cash, cash equivalents, and restricted cash were $2,203 million as of September 30, 2018, a decrease of $576 million from December 31, 2017, and consisted of approximately 40% of domestic cash and 60% of cash held abroad.

The following table provides cash flow information for the nine months ended September 30: 
(in millions)
2018
 
2017
 
% Change
Net cash provided by (used for):
 
 
 
 
 
Operating activities
$
1,401

 
$
1,203

 
16%
Investing activities
$
(346
)
 
$
(155
)
 
N/M
Financing activities
$
(1,579
)
 
$
(1,211
)
 
30%
N/M - not meaningful

In the first nine months of 2018, free cash flow increased to $1,197 million compared to $1,057 million in the first nine months of 2017. The increase is primarily due to an increase in cash provided by operating activities as discussed below. Free cash flow is a non-GAAP financial measure and reflects our cash flow provided by operating activities less capital expenditures and distributions to noncontrolling interest holders. Capital expenditures include purchases of property and equipment and additions to technology projects. See “Reconciliation of Non-GAAP Financial Information” below for a reconciliation of cash flow provided by operating activities, the most directly comparable U.S. GAAP financial measure, to free cash flow and free cash flow excluding certain items.


51


Operating activities

Cash provided by operating activities increased $198 million to $1,401 million for the first nine months of 2018. The increase is mainly due to higher results from operations in 2018, stronger cash collections on accounts receivable in 2018 and lower estimated income tax payments in 2018 due to the reduction of the U.S. federal corporate tax rate as a result of the enactment of the TCJA, partially offset by legal settlement payments and settlement payments following the resolution of tax audits.

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 increased to $346 million for the first nine months of 2018 compared to $155 million in the first nine months of 2017, primarily due to cash used for the acquisition of Kensho in 2018. 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 to $1,579 million for the first nine months of 2018 as compared to $1,211 million in the first nine months of 2017. The increase is primarily attributable to an increase in cash used for share repurchases in 2018.

During the first nine months of 2018, we used cash to repurchase 5.7 million shares for $1,108 million. In the third quarter of 2018, we repurchased shares for approximately $6 million which settled in October 2018. We entered into an accelerated share repurchase ("ASR") agreement with a financial institution on March 6, 2018 to initiate share repurchases aggregating $1 billion. The ASR agreement was structured as an uncapped ASR agreement in which we paid $1 billion and received an initial delivery of approximately 4.5 million shares, representing 85% of the $1 billion at a price equal to the then market price of the Company. We completed the ASR agreement on September 25, 2018 and received an additional 0.6 million shares. We repurchased a total of 5.1 million shares under the ASR agreement for an average purchase price of $197.49 per share. The total number of shares repurchased under the ASR agreement is equal to $1 billion divided by the volume weighted-average share price, less a discount. The repurchased shares are held in Treasury. The ASR agreement was executed under the current share repurchase program, approved by the Board of Directors on December 4, 2013. During the first nine months of 2017, we used cash to repurchase 5.4 million shares for $846 million.

Additional Financing

We have the ability to borrow a total of $1.2 billion through our commercial paper program, which is supported by our revolving$1.2 billion five-year credit agreement (our "credit facility") that we entered into on June 30, 2017. This credit facility will terminate on June 30, 2022. As of September 30, 2018 and December 31, 2017, there were no commercial paper borrowings outstanding.

Depending on our corporate credit rating, we pay a commitment fee of 8 to 17.5 basis points for our credit facility, whether or not amounts have been borrowed. We currently pay a commitment fee of 10 basis points. The interest rate on borrowings under our credit facility is, at our option, calculated using rates that are primarily based on either the prevailing London Inter-Bank Offer Rate, the prime rate determined by the administrative agent or the Federal Funds Rate. For certain borrowings under this credit facility, there is also a spread based on our corporate credit rating.

Our credit facility contains certain covenants. The only financial covenant requires that our indebtedness to cash flow ratio, as defined in our credit facility, is not greater than 4 to 1, and this covenant level has never been exceeded.

On August 8, 2018, Moody's Investors Service, Inc. upgraded our long-term debt rating to A3 from Baa1, affirmed our P-2 short-term/commercial paper rating and the ratings outlook was maintained at stable. On October 12, 2018, Fitch Ratings upgraded our long-term debt rating to A- from BBB+, affirmed our F2 short-term/commercial paper rating and the ratings outlook was maintained at stable.


52


Dividends

On February 2, 2018, the Board of Directors approved an increase in the quarterly common stock dividend from $0.41 per share to $0.50 per share.

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. Additionally, we have considered certain items in evaluating free cash flow, which are included in the table below.

We believe the presentation of free cash flow and free cash flow excluding certain items 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 and free cash flow excluding certain items are 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 excluding the impact of the item below for the nine months ended September 30: 
(in millions)
2018
 
2017
 
% Change
Cash provided by operating activities
$
1,401

 
$
1,203

 
16
%
Capital expenditures
(88
)
 
(77
)
 


Distributions to noncontrolling interest holders
(116
)
 
(69
)
 


Free cash flow
1,197

 
1,057

 
13
%
Tax on gain from sale of SPSE and CMA

 
67

 
 
Payment of legal settlements
180

 
4

 


Settlement of prior-year tax audits
71

 

 


Tax benefit from legal settlements
(44
)


 


Free cash flow excluding above items
$
1,404

 
$
1,128

 
24
%

(in millions)
2018
 
2017
 
% Change
Cash used for investing activities
(346
)
 
(155
)
 
N/M

Cash used for financing activities
(1,579
)
 
(1,211
)
 
30
%
N/M - not meaningful


53


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, 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, we adopted Financial Accounting Standards Board Accounting Standards Codification ("ASC") 606. There have been no other material changes to our critical accounting policies and 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.


54


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:

the impact of the recent acquisition of Kensho, including the impact on the Company’s results of operations; any failure to successfully integrate Kensho into the Company’s operations; any failure to attract and retain key employees; and the risk of litigation, unexpected costs, charges or expenses relating to the acquisition;
worldwide economic, financial, political and regulatory conditions, including geopolitical uncertainty and conditions that may result from legislative, regulatory, trade and policy changes associated with the current U.S. administration or the United Kingdom’s withdrawal from the European Union;
the rapidly evolving regulatory environment, in Europe, the United States and elsewhere, affecting Ratings, S&P Global Platts, Indices, and S&P Global Market Intelligence, including new and amended regulations and the Company’s compliance therewith;
our ability to make acquisitions and dispositions and successfully integrate the businesses we acquire;
the outcome of litigation, government and regulatory proceedings, investigations and inquiries;
the health of debt and equity markets, including credit quality and spreads, the level of liquidity and future debt issuances and the potentially adverse impact of increased access to cash resulting from the Tax Cuts and Jobs Act;
the demand and market for credit ratings in and across the sectors and geographies where the Company operates;
concerns in the marketplace affecting the Company’s credibility or otherwise affecting market perceptions of the integrity or utility of independent credit ratings;
the effect of competitive products and pricing, including the level of success of new product developments and global expansion;
consolidation in the Company’s end-customer markets;
the Company’s ability to maintain adequate physical, technical and administrative safeguards to protect the security of confidential information and data, and the potential of a system or network disruption that results in regulatory penalties, remedial costs or improper disclosure of confidential information or data;
the introduction of competing products or technologies by other companies;
the impact of customer cost-cutting pressures, including in the financial services industry and the commodities markets;
a decline in the demand for credit risk management tools by financial institutions;
the level of merger and acquisition activity in the United States and abroad;
the volatility of the energy marketplace;
the health of the commodities markets;
our ability to attract, incentivize and retain key employees;
the Company’s ability to successfully recover should it experience a disaster or other business continuity problem from a hurricane, flood, earthquake, terrorist attack, pandemic, security breach, cyber-attack, power loss, telecommunications failure or other natural or man-made event;
our ability to adjust to changes in European and United Kingdom markets as the United Kingdom leaves the European Union, and the impact of the United Kingdom’s departure on our credit rating activities and other European and United Kingdom offerings;
changes in applicable tax or accounting requirements;
guidance and information regarding the implementation of the Tax Cuts and Jobs Act;
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 Company’s exposure to potential criminal sanctions or civil penalties if it fails to comply with foreign and U.S. laws and regulations that are applicable in the domestic and international jurisdictions in which it operates, including sanctions laws relating to countries such as Iran, Russia, Sudan and Syria, anti-corruption laws such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act of 2010, and local laws prohibiting corrupt payments to government officials, as well as import and export restrictions.

55



The factors noted above are not exhaustive. The Company and its subsidiaries operate in a dynamic business environment in which new risks emerge frequently. Accordingly, the Company cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the dates on which they are made. The Company undertakes no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date on which it is made, except as required by applicable law. Further information about the Company’s businesses, including information about factors that could materially affect its results of operations and financial condition, is contained in the Company’s filings with the SEC, including the “Risk Factors” section in the Company’s most recently filed Annual Report on Form 10-K.

56


Item 3. Quantitative and Qualitative Disclosures About Market Risk
Our exposure to market risk includes changes in foreign exchange rates. We have operations in foreign countries where the functional currency is primarily the local currency. For international operations that are determined to be extensions of the parent company, the U.S. dollar is the functional currency. We typically have naturally hedged positions in most countries from a local currency perspective with offsetting assets and liabilities. As of September 30, 2018 and December 31, 2017, we entered into foreign exchange forward contracts in order to mitigate the change in fair value of specific assets and liabilities in the consolidated balance sheet. These forward contracts are not designated as hedges and do not qualify for hedge accounting. As of September 30, 2018 and December 31, 2017, we entered into foreign exchange forward contracts to hedge the effect of adverse fluctuations in foreign currency exchange 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 Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.

As of September 30, 2018, an evaluation was performed under the supervision and with the participation of management, including the CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on that evaluation, management, including the CEO and CFO, concluded that our disclosure controls and procedures were effective as of September 30, 2018.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the most recent quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.




57


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

Our most recent Form 10-K contains detailed cautionary statements which identify all known material risks, uncertainties and other factors that could cause our actual results to differ materially from historical or expected results. There have been no material changes to the risk factors we have previously disclosed in Item 1a, Risk Factors, in our most recent Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On December 4, 2013, the Board of Directors approved a share repurchase program authorizing the purchase of up to 50 million shares, which was approximately 18% of the Company's outstanding shares at that time. During the third quarter of 2018, we repurchased 0.7 million shares which included shares received from the conclusion of our accelerated share repurchase ("ASR") agreement that we entered into on March 6, 2018. Further discussion relating to our ASR agreement can be found in Note 8 - Equity. As of September 30, 2018, 13.3 million shares remained under our current share 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 current share repurchase program has no expiration date and purchases under this program may be made from time to time on the open market and in private transactions, depending on market conditions.

The following table provides information on our purchases of our outstanding common stock during the third quarter of 2018 pursuant to our current share 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
July 1 — July 31, 2018
 
2,994

 
206.17

 

 
14.0

August 1 — August 31, 2018
 
2,335

 
199.58

 

 
14.0

September 1 — September 30, 20181
 
680,970

 
205.16

 
678,570

 
13.3

Total — Quarter1
 
686,299

 
$
205.03

 
678,570

 
13.3


1 Average price paid per share information does not include the accelerated share repurchase transaction as discussed in more detail above.
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.

Revenue during the third quarter of 2018 attributable to the transactions or dealings by the Company described below was approximately $1.15 million with net profit from such sales being a fraction of the revenues.


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During the third quarter of 2018, Platts, a division of the Company that provides energy-related information in over 150 countries, sold information and informational materials, which are generally exempt from U.S. economic sanctions, to 12 subscribers that are owned or controlled, or appear to be owned or controlled, by the Government of Iran (the “GOI”). The Company, among other things, offers customers that subscribe to its publications access to proprietary data, analytics, and industry information that enable commodities markets to perform with greater transparency and efficiency. This division provided such data related to the energy and petrochemicals markets to the subscribers referenced above, generating revenue that was a de minimis portion of both the division's and the Company’s revenue. Eight of the subscribers are designated by OFAC as GOI entities; and four appear, based on publicly available information, to be owned or controlled by GOI entities. We believe that these transactions were permissible under U.S. sanctions pursuant to certain statutory and regulatory exemptions for the exportation of information and informational materials. The Company will continue to monitor its provision of products and services to these Iranian customers so that such activity continues to be permissible under U.S. sanctions. 


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Item 6. Exhibits

 
 
(12)
 
 
(15)
 
 
(31.1)
 
 
(31.2)
 
 
(32)
 
 
(101.INS)
XBRL Instance Document
 
 
(101.SCH)
XBRL Taxonomy Extension Schema
 
 
(101.CAL)
XBRL Taxonomy Extension Calculation Linkbase
 
 
(101.LAB)
XBRL Taxonomy Extension Label Linkbase
 
 
(101.PRE)
XBRL Taxonomy Extension Presentation Linkbase
 
 
(101.DEF)
XBRL Taxonomy Extension Definition Linkbase
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




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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.
 
 
 
 
S&P Global Inc.
 
 
 
Registrant

 
 
 
 
Date:
October 25, 2018
By:
/s/ Ewout L. Steenbergen
 
 
 
Ewout L. Steenbergen
 
 
 
Executive Vice President and Chief Financial Officer
 
 
 
 
Date:
October 25, 2018
By:
/s/ Christopher F. Craig
 
 
 
Christopher F. Craig
 
 
 
Senior Vice President, Controller and Chief Accounting Officer

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