Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2014 |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
Commitments and Contingencies |
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Rental Expense and Lease Obligations |
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In December of 2003, we sold our 45% equity investment in Rock-McGraw, Inc., which owns our headquarters building in New York City, and remained an anchor tenant in our corporate headquarters building in New York City by concurrently leasing back space from the buyer through 2020. In December of 2013, we entered into an arrangement with the buyer to shorten the lease to December 2015 in exchange for approximately $60 million which was recorded as a reduction to the unrecognized deferred gain from the sale. The remaining gain is being amortized over the remaining lease term as a reduction in rent expense. |
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As of September 30, 2014, the remaining deferred gain was $28 million, as $6 million and $18 million was amortized during the three and nine months ended September 30, 2014, respectively. Interest expense associated with this operating lease was less than $1 million for the three months ended September 30, 2014 and approximately $1 million for the nine months ended September 30, 2014. |
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Legal & Regulatory Matters |
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In the normal course of business both in the United States and abroad, the Company, its subsidiary Standard & Poor’s Financial Services LLC (“S&P LLC”) and some of its other subsidiaries are defendants in numerous 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 Standard & Poor’s Ratings Services (“S&P Ratings”) brought by issuers and alleged purchasers of rated securities. In addition, various government and self-regulatory agencies frequently make inquiries and conduct investigations into our compliance with applicable laws and regulations, including those related to ratings activities and antitrust matters. Any of these proceedings, investigations or inquiries could ultimately result in adverse judgments, damages, fines, penalties or activity restrictions, which could adversely impact our consolidated financial condition, cash flows, business or competitive position. |
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The Company believes that it has meritorious defenses to the claims and potential claims in the matters described below and is diligently pursuing these defenses, and in some cases working to reach an acceptable negotiated resolution. However, in view of the uncertainty inherent in litigation and government and regulatory enforcement matters, we cannot predict the eventual outcome of these matters or the timing of their resolution, or in most cases reasonably estimate what the eventual judgments, damages, fines, penalties or impact of activity restrictions may be. As a result, we cannot provide assurance that the outcome of the matters described below will not have a material adverse effect on our consolidated financial condition, cash flows, business or competitive position. As litigation or the process to resolve pending matters progresses, as the case may be, we will continue to review the latest information available and assess our ability to predict the outcome of such matters and the effects, if any, on our consolidated financial condition, cash flows, business and competitive position, which may require that we record liabilities in the consolidated financial statements in future periods. |
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S&P Ratings |
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U.S. Department of Justice |
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In February 2013, the Civil Division of the U.S. Department of Justice filed a civil complaint in the U.S. District Court for the Central District of California against the Company and S&P LLC alleging violations of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 regarding ratings issued by S&P Ratings in the 2004-2007 time period relating to certain U.S. collateralized debt obligations and S&P Ratings models used in connection with rating certain structured finance products. The Court denied the Company and S&P LLC’s motion to dismiss the complaint in July 2013. Discovery in this case is ongoing. |
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State Attorneys General |
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Numerous actions have been brought against the Company and S&P LLC by the attorneys general of various states and the District of Columbia alleging a variety of causes of action relating to ratings activities of S&P Ratings. The Company and S&P LLC sought to remove most of these actions to federal court and to consolidate and transfer those actions to one federal court for all pretrial proceedings, and, in June 2013, the U.S. Judicial Panel on Multidistrict Litigation ordered those actions consolidated before the U.S. District Court for the Southern District of New York. The states moved to have the cases remanded to state court. The states’ motions were granted on June 3, 2014, and the cases are now proceeding in their respective state courts. Discovery in these cases is ongoing. |
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U.S. Securities and Exchange Commission |
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On July 22, 2014, S&P Ratings received a “Wells Notice” from the staff of the U.S. Securities and Exchange Commission (the “SEC”) stating that the staff had made a preliminary determination to recommend that the SEC institute an enforcement action against S&P Ratings, alleging violations of federal securities laws with respect to ratings issued in 2011 relating to certain commercial mortgage backed securities transactions, and public disclosure made by S&P Ratings regarding those ratings thereafter. In connection with the contemplated enforcement action, the staff may recommend that the SEC seek remedies that include a cease-and-desist order, disgorgement, pre-judgment interest, civil money penalties, and remedial sanctions such as revocation or suspension of S&P Ratings’ NRSRO registration. |
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S&P Ratings has been cooperating with the staff and is currently in active discussions to resolve matters pending before the SEC, some of which have also been the subject of investigations by the Attorneys General of New York and Massachusetts. S&P Ratings has not reached definitive settlement agreements with respect to these matters, and we cannot predict with certainty whether we will reach agreement, or the terms of any such agreement. During the three months ended September 30, 2014, we recorded a charge of $60 million relating to these matters. We can provide no assurance that S&P Ratings will not be obligated to pay additional amounts in order to resolve these matters on terms deemed acceptable. At this time, however, we are unable to reasonably estimate the range of such additional amounts, if any. |
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In September 2011, S&P Ratings received a “Wells Notice” from the staff of the SEC stating that the staff is considering recommending that the SEC institute a civil injunctive action against S&P Ratings alleging violations of federal securities laws with respect to ratings issued for a particular 2007 offering of collateralized debt obligations, known as “Delphinus CDO 2007-1.” On October 27, 2014, the Company received a notice from the staff of the SEC stating that they have concluded their investigation and do not intend to recommend an enforcement action against S&P Ratings with respect to this matter. |
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Prosecutor General of the Corte dei Conti |
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On January 15, 2014, S&P Ratings received notification of a potential claim by the Prosecutor General of the Corte dei Conti, an Italian administrative court, with respect to whether S&P Ratings’ downgrade of Italian sovereign debt in May 2011 wrongfully damaged Italy’s public finances and international reputation and whether S&P Ratings should pay compensation to Italy for the costs of Italian budget adjustments and for ancillary damages in an amount “not lower than” €234 billion. |
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Trani Prosecutorial Proceeding |
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The prosecutor in the Italian city of Trani is seeking criminal indictments against several current and former S&P Ratings managers and ratings analysts for alleged market manipulation, and against Standard & Poor’s Credit Market Services Europe under Italy’s vicarious liability statute, for having allegedly failed to properly supervise the ratings analysts and prevent them from committing market manipulation. The prosecutor’s theories are based on various actions by S&P Ratings taken with respect to Italian sovereign debt between May 2011 and January 2012. On October 28, 2014, the court granted the prosecutor’s request and issued indictments against the current and former S&P Ratings managers and ratings analysts, as well as Standard & Poor's Credit Market Services Europe. |
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Parmalat Litigation |
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In September and October 2005, writs of summons were served on The McGraw-Hill Companies, SRL and The McGraw-Hill Companies, SA in an action brought in the Tribunal of Milan, Italy by the Extraordinary Commissioner of Parmalat Finanziaria S.p.A. and Parmalat S.p.A. (collectively, “Parmalat”), claiming damages of €4.1 billion, representing the value of bonds issued by Parmalat which were rated investment grade by S&P Ratings, plus damages for S&P Ratings’ alleged complicity in aggravating Parmalat’s financial difficulties, among other claims. In June 2011, the Court dismissed Parmalat’s main damages claim based on the value of the bonds, and ordered the defendants to pay Parmalat approximately €0.8 million, representing ratings fees paid by Parmalat, plus interest and expenses. In September 2012, Parmalat appealed the judgment and, in November 2012, requested payment of the judgment in the amount of €1.1 million, which was paid in December 2012. On July 2, 2014, the Court of Appeals of Milan issued an order reopening the proceedings to allow the parties to submit additional pleadings. A hearing has been scheduled for October 29, 2014. |
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In a separate proceeding, the prosecutor’s office in Parma, Italy is conducting an investigation into the bankruptcy of Parmalat. In June 2006, the prosecutor’s office issued a Note of Completion of an Investigation concerning allegations that individual S&P Ratings analysts conspired with Parmalat insiders and ratings advisors to fraudulently or negligently cause the Parmalat bankruptcy. The Note of Completion was served on eight S&P Ratings analysts. While not a formal charge, the Note of Completion indicates the prosecutor’s intention that the named ratings analysts should appear before a judge in Parma for a preliminary hearing, at which hearing the judge will determine whether there is sufficient evidence against the ratings analysts to proceed to trial. No date has been set for the preliminary hearing. |
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Putative Class Action |
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In August 2007, a putative shareholder class action was filed in the U.S. District Court for the District of Columbia, and was subsequently transferred to the Southern District of New York. The Company and its former CEO and CFO were named as defendants in the suit, which alleged claims under the federal securities laws in connection with alleged misrepresentations and omissions made by the defendants relating to the Company’s earnings and S&P Ratings’ business practices. In April 2012, the Court granted the defendants’ motion to dismiss, and in December 2012, the U.S. Court of Appeals for the Second Circuit affirmed the dismissal in its entirety. The plaintiffs sought to be relieved from the judgment dismissing the case and also sought permission to file an amended complaint. The Court denied these requests in their entirety in September 2013, and the Court’s decision was affirmed by the U.S. Court of Appeals on September 8, 2014. |
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Commodities & Commercial Markets |
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Platts |
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In May 2013, representatives from the European Commission (DG Competition, the EC’s antitrust office) commenced an unannounced inspection of Platts’ London offices in conjunction with potential anticompetitive conduct (in particular, in the crude oil, refined oil products and biofuels markets) relating to Platts’ Market On Close price assessment process. No allegations have been made against Platts at this time. There have also been several civil actions filed in the United States relating to potential anticompetitive behavior by market participants relating to Platts’ price assessment process, none of which have named Platts as a defendant. |
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McGraw Hill Construction |
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In October 2009, an action was filed in the U.S. District Court for the Southern District of New York in which Reed Construction Data asserted a number of claims under various state and federal laws against the Company relating to alleged misappropriation and unfair competition by McGraw Hill Construction and seeking an unspecified amount of damages. In September 2010, the Court granted the Company’s motion to dismiss some of the claims. On September 24, 2014, the Court granted summary judgment to the Company on all of Reed’s remaining claims with the exception of the unfair competition claim. On October 15, 2014, the parties submitted a joint stipulation to the Court agreeing to dismiss both Reed's unfair competition claim and the Company's counterclaims without prejudice to reinstatement in the event of a successful appeal of Reed's dismissed claims. |