Acquisitions and Divestitures | 9 Months Ended |
Sep. 30, 2013 |
Business Combinations [Abstract] | |
Acquisitions and Divestitures | Acquisitions and Divestitures |
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Acquisitions |
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In June of 2013 we made a voluntary open offer to purchase up to an additional 22.23% of the total equity shares outstanding in CRISIL Limited ("CRISIL"), our majority owned Indian credit rating agency within our S&P Ratings segment. In August of 2013, at the conclusion of the tender offer period, we acquired approximately 11 million equity shares representing 15.07% of CRISIL's total outstanding equity shares for $214 million, increasing our ownership percentage in CRISIL to 67.84% from 52.77%. |
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Following CRISIL's acquisition of Coalition Development Ltd. ("Coalition") that occurred in July of 2012, we made a contingent purchase price payment in the first nine months of 2013 for $12 million that has been reflected in the consolidated statement of cash flows as a financing activity. |
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During the nine months ended September 30, 2012, we completed the following acquisitions: |
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• | On July 4, 2012, CRISIL completed the acquisition of Coalition, a privately-held U.K. analytics company, and its subsidiaries. Coalition provides high-end analytics to leading global investment banks and other financial services firms. Coalition has been integrated into CRISIL's Global Research & Analytics business. | | | | | | | | | | | | | | |
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• | On June 29, 2012, we closed our transaction with CME Group, Inc. ("CME Group") and CME Group Index Services LLC ("CGIS"), a joint venture between CME Group and Dow Jones & Company, Inc., to form a new company, S&P Dow Jones Indices LLC. | | | | | | | | | | | | | | |
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• | On June 29, 2012, we acquired Credit Market Analysis Limited ("CMA") from the CME Group. CMA provides independent data concerning over-the-counter markets. CMA's data and technology will enhance our capability to provide pricing and related over-the-counter information. CMA was integrated into our S&P Capital IQ segment. | | | | | | | | | | | | | | |
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• | On April 3, 2012 we completed the acquisition of QuantHouse, an independent global provider of end-to-end systematic low latency market data solutions. QuantHouse was integrated into our S&P Capital IQ segment. The acquisition allows us to offer unique real-time monitors, derived data sets and analytics as well as the ability to package and resell this data as part of a core solution. | | | | | | | | | | | | | | |
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• | On February 8, 2012, we completed the acquisition of R² Technologies (“R²”). R² provides advanced risk and scenario-based analytics to traders, portfolio and risk managers for pricing, hedging and capital management across asset classes. R² was integrated into our S&P Capital IQ segment. | | | | | | | | | | | | | | |
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None of these acquisitions was material either individually or in the aggregate, including the pro forma impact on earnings. |
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Divestitures |
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During the three months ended September 30, 2013 we completed the following dispositions that resulted in a net pre-tax gain of $24 million, which was included in other income in the consolidated statement of income: |
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• | On September 30, 2013, we completed the sale of Financial Communications, which was part of our S&P Capital IQ segment. | | | | | | | | | | | | | | |
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• | On August 27, 2013, CRISIL sold its 49% equity interest in India Index Services & Products Ltd. This investment was held within our S&P Ratings segment. | | | | | | | | | | | | | | |
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• | On August 1, 2013, we completed the sale Aviation Week within our C&C segment to Penton, a privately held business information company. | | | | | | | | | | | | | | |
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On March 22, 2013, we completed the sale of MHE to investment funds affiliated with Apollo Global Management, LLC for a purchase price of $2.4 billion in cash. We recorded an after-tax gain on the sale of $592 million , which is included in discontinued operations, net in the consolidated statement of income for the nine months ended September 30, 2013. During the three months ended September 30, 2013, we adjusted the after tax gain on the sale of MHE, primarily due to post-closing working capital adjustments. We have used a portion of the after-tax proceeds from the sale to pay down short-term debt, in part driven by the special dividend paid in 2012, and to continue share repurchases. We will also continue to use a portion of the after-tax proceeds to make selective acquisitions and investments. |
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In connection with the sale, we have entered into transition service agreements designed to ensure and facilitate the orderly transfer of MHE's business operations to the buyer. Under the terms of these agreements, we will provide various services to MHE for an expected period of three to twelve months from the date of the sale. |
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The key components of income from discontinued operations for the periods ended September 30 consist of the following: |
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(in millions) | Three Months | | Nine Months |
| 2013 | | 2012 | | 2013 | | 2012 |
Revenue | $ | — | | | $ | 836 | | | $ | 268 | | | $ | 1,606 | |
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Expenses | (1 | ) | | 582 | | | 310 | | | 1,357 | |
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Operating income (loss) | 1 | | | 254 | | | (42 | ) | | 249 | |
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Interest expense (income), net | 1 | | | — | | | 2 | | | (2 | ) |
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Income (loss) before taxes on income (loss) | — | | | 254 | | | (44 | ) | | 251 | |
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Provision (benefit) for taxes on income (loss) | — | | | 89 | | | (17 | ) | | 82 | |
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Income (loss) from discontinued operations, net of tax | — | | | 165 | | | (27 | ) | | 169 | |
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Pre-tax (loss) gain on sale from discontinued operations | (32 | ) | | — | | | 888 | | | — | |
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(Benefit) provision for taxes on income | (12 | ) | | — | | | 296 | | | — | |
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(Loss) gain on sale of discontinued operations, net of tax | (20 | ) | | — | | | 592 | | | — | |
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Discontinued operations, net | (20 | ) | | 165 | | | 565 | | | 169 | |
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Less: net income (loss) attributable to noncontrolling interests | — | | | 2 | | | (1 | ) | | 2 | |
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(Loss) income from discontinued operations attributable to McGraw Hill Financial, Inc. common shareholders | $ | (20 | ) | | $ | 163 | | | $ | 566 | | | $ | 167 | |
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The components of assets and liabilities classified as held for sale in the consolidated balance sheet consist of the following: |
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(in millions) | December 31, 2012 | | | | | | | | | | | | |
Accounts receivable, net | $ | 333 | | | | | | | | | | | | | |
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Property and equipment, net | 122 | | | | | | | | | | | | | |
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Goodwill | 469 | | | | | | | | | | | | | |
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Other intangible assets, net | 156 | | | | | | | | | | | | | |
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Inventories, net | 235 | | | | | | | | | | | | | |
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Prepublication costs | 304 | | | | | | | | | | | | | |
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Other assets | 321 | | | | | | | | | | | | | |
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Assets held for sale | $ | 1,940 | | | | | | | | | | | | | |
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Accounts payable and accrued expenses | $ | 123 | | | | | | | | | | | | | |
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Unearned revenue | 192 | | | | | | | | | | | | | |
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Other liabilities | 349 | | | | | | | | | | | | | |
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Liabilities held for sale | $ | 664 | | | | | | | | | | | | | |
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We did not complete any divestitures during the nine months ended September 30, 2012. |