Document and Entity Information
Document and Entity Information - USD ($) shares in Millions, $ in Billions | 12 Months Ended | ||
Dec. 31, 2017 | Jan. 26, 2018 | Jun. 30, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | S&P Global Inc. | ||
Entity Central Index Key | 64,040 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 37.5 | ||
Entity Common Stock, Share outstanding | 253.9 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | |||||
Revenue | $ 1,589 | $ 1,399 | $ 6,063 | $ 5,661 | $ 5,313 |
Expenses: | |||||
Operating-related expenses | 1,713 | 1,773 | 1,718 | ||
Selling and general expenses | 1,560 | 1,439 | 1,532 | ||
Depreciation | 82 | 85 | 90 | ||
Amortization of intangibles | 98 | 96 | 67 | ||
Total expenses | 3,453 | 3,393 | 3,407 | ||
Gain on dispositions | 0 | (1,101) | (11) | ||
Operating profit | 628 | 857 | 2,610 | 3,369 | 1,917 |
Interest expense, net | 149 | 181 | 102 | ||
Income before taxes on income | 2,461 | 3,188 | 1,815 | ||
Provision for taxes on income | 823 | 960 | 547 | ||
Net income | 299 | 569 | 1,638 | 2,228 | 1,268 |
Less: net income attributable to noncontrolling interests | (142) | (122) | (112) | ||
Net income attributable to S&P Global Inc. | $ 263 | $ 537 | $ 1,496 | $ 2,106 | $ 1,156 |
Net income: | |||||
Basic (in dollars per share) | $ 1.03 | $ 2.07 | $ 5.84 | $ 8.02 | $ 4.26 |
Diluted (in dollars per share) | $ 1.02 | $ 2.05 | $ 5.78 | $ 7.94 | $ 4.21 |
Weighted-average number of common shares outstanding: | |||||
Basic (in shares) | 256.3 | 262.8 | 271.6 | ||
Diluted (in shares) | 258.9 | 265.2 | 274.6 | ||
Actual shares outstanding at year end (in shares) | 253.7 | 258.3 | 253.7 | 258.3 | 265.2 |
Dividend declared per common share (in dollars per share) | $ 1.64 | $ 1.44 | $ 1.32 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 1,638 | $ 2,228 | $ 1,268 |
Other comprehensive income: | |||
Foreign currency translation adjustment | 93 | (132) | (111) |
Income tax effect | 0 | (7) | 1 |
Foreign currency translation adjustment, net of income tax effect | 93 | (139) | (110) |
Pension and other postretirement benefit plans | 52 | (27) | 34 |
Income tax effect | (11) | (10) | (9) |
Pension and other postretirement benefit plans, net of income tax effect | 41 | (37) | 25 |
Unrealized loss on investment | (10) | 0 | 0 |
Income tax effect | 0 | 0 | 0 |
Unrealized loss on investment, net of income tax effect | (10) | 0 | 0 |
Unrealized gain (loss) on forward exchange contracts | 0 | 4 | (1) |
Income tax effect | 0 | (1) | 0 |
Unrealized (loss) gain on investments and forward exchange contracts, net of income tax effect | 0 | 3 | (1) |
Comprehensive income | 1,762 | 2,055 | 1,182 |
Less: comprehensive income attributable to nonredeemable noncontrolling interests | (15) | (13) | (11) |
Less: comprehensive income attributable to redeemable noncontrolling interests | (127) | (109) | (101) |
Comprehensive income attributable to S&P Global Inc. | $ 1,620 | $ 1,933 | $ 1,070 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 2,779 | $ 2,392 |
Short-term investments | 12 | 8 |
Accounts receivable, net of allowance for doubtful accounts: 2017 - $33; 2016 - $28 | 1,319 | 1,122 |
Prepaid and other current assets | 214 | 149 |
Total current assets | 4,324 | 3,671 |
Property and equipment: | ||
Buildings and leasehold improvements | 354 | 356 |
Equipment and furniture | 475 | 452 |
Total property and equipment | 829 | 808 |
Less: accumulated depreciation | (554) | (537) |
Property and equipment, net | 275 | 271 |
Goodwill | 2,989 | 2,949 |
Other intangible assets, net | 1,388 | 1,506 |
Other non-current assets | 449 | 272 |
Total assets | 9,425 | 8,669 |
Current liabilities: | ||
Accounts payable | 195 | 183 |
Accrued compensation and contributions to retirement plans | 472 | 409 |
Short-term debt | 399 | 0 |
Income taxes currently payable | 77 | 95 |
Unearned revenue | 1,613 | 1,509 |
Accrued legal and regulatory settlements | 107 | 56 |
Other current liabilities | 351 | 359 |
Total current liabilities | 3,214 | 2,611 |
Long-term debt | 3,170 | 3,564 |
Pension and other postretirement benefits | 244 | 274 |
Other non-current liabilities | 679 | 439 |
Total liabilities | 7,307 | 6,888 |
Redeemable noncontrolling interest | 1,350 | 1,080 |
Commitments and contingencies (Note 13) | ||
Equity: | ||
Common stock, $1 par value: authorized - 600 million shares; issued - 412 million shares in 2017 and 2016 | 412 | 412 |
Additional paid-in capital | 525 | 502 |
Retained income | 10,025 | 9,210 |
Accumulated other comprehensive loss | (649) | (773) |
Less: common stock in treasury - at cost: 2017 - 158 million shares; 2016 - 153 million shares | (9,602) | (8,701) |
Total equity – controlling interests | 711 | 650 |
Total equity – noncontrolling interests | 57 | 51 |
Total equity | 768 | 701 |
Total liabilities and equity | $ 9,425 | $ 8,669 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 33 | $ 28 |
Common stock, par value (in usd per share) | $ 1 | $ 1 |
Common stock, authorized (in shares) | 600,000,000 | 600,000,000 |
Common stock, issued (in shares) | 412,000,000 | 412,000,000 |
Common stock, in treasury (in shares) | 158,000,000 | 153,000,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Activities: | |||
Net income | $ 1,638 | $ 2,228 | $ 1,268 |
Adjustments to reconcile net income to cash provided by operating activities from continuing operations: | |||
Depreciation | 82 | 85 | 90 |
Amortization of intangibles | 98 | 96 | 67 |
Provision for losses on accounts receivable | 16 | 9 | 8 |
Deferred income taxes | 0 | 79 | 280 |
Stock-based compensation | 99 | 76 | 78 |
Gain on dispositions | 0 | (1,101) | (11) |
Accrued legal and regulatory settlements | 55 | 54 | 119 |
Other | 96 | 30 | 57 |
Changes in operating assets and liabilities, net of effect of acquisitions and dispositions: | |||
Accounts receivable | (196) | (177) | (118) |
Prepaid and other current assets | 10 | 5 | 5 |
Accounts payable and accrued expenses | 75 | 19 | (9) |
Unearned revenue | 85 | 107 | 129 |
Accrued legal and regulatory settlements | (4) | (150) | (1,624) |
Other current liabilities | (85) | (19) | (77) |
Net change in prepaid/accrued income taxes | 32 | 174 | 129 |
Net change in other assets and liabilities | 15 | 45 | (35) |
Cash provided by operating activities from continuing operations | 2,016 | 1,560 | 356 |
Investing Activities: | |||
Capital expenditures | (123) | (115) | (139) |
Acquisitions, net of cash acquired | (83) | (177) | (2,396) |
Proceeds from dispositions | 2 | 1,498 | 14 |
Changes in short-term investments | (5) | (1) | (4) |
Cash (used for) provided by investing activities from continuing operations | (209) | 1,205 | (2,525) |
Financing Activities: | |||
(Payments on)/additions to short-term debt, net | 0 | (143) | 143 |
Proceeds from issuance of senior notes, net | 0 | 493 | 2,674 |
Payments on senior notes | 0 | (421) | 0 |
Dividends paid to shareholders | (421) | (380) | (363) |
Distributions to noncontrolling interest holders | (111) | (116) | (104) |
Repurchase of treasury shares | (1,001) | (1,123) | (974) |
Exercise of stock options | 75 | 88 | 86 |
Contingent consideration payments | 0 | (39) | (5) |
Purchase of additional CRISIL shares | 0 | 0 | (16) |
Employee withholding tax on share-based payments | (49) | (55) | (92) |
Cash (used for) provided by financing activities from continuing operations | (1,507) | (1,696) | 1,349 |
Effect of exchange rate changes on cash | 87 | (158) | (67) |
Cash provided by continuing operations | 387 | 911 | (887) |
Discontinued Operations: | |||
Cash used for operating activities | 0 | 0 | (129) |
Cash used for discontinued operations | 0 | 0 | (129) |
Net change in cash and cash equivalents | 387 | 911 | (1,016) |
Cash and cash equivalents at beginning of year | 2,392 | 1,481 | 2,497 |
Cash and cash equivalents at end of year | 2,779 | 2,392 | 1,481 |
Cash paid during the year for: | |||
Interest (including discontinued operations) | 139 | 150 | 65 |
Income taxes (including discontinued operations) | $ 709 | $ 683 | $ 260 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Millions | Total | Total SPGI Equity | Common Stock $1 par | Additional Paid-in Capital | Retained Income | Accumulated Other Comprehensive Loss | Less: Treasury Stock | Noncontrolling Interests | |
Beginning Balance at Dec. 31, 2014 | $ 539 | $ 488 | $ 412 | $ 493 | $ 6,946 | $ (514) | $ 6,849 | $ 51 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Comprehensive income | [1] | 1,081 | 1,070 | 1,156 | (86) | 11 | |||
Dividends | (368) | (359) | (359) | (9) | |||||
Share repurchases | (1,002) | (1,000) | 1,000 | (2) | |||||
Employee stock plans | 102 | 102 | (18) | (120) | |||||
Change in redemption value of redeemable noncontrolling interest | (107) | (107) | (107) | ||||||
Other | (2) | 0 | (2) | ||||||
Ending Balance at Dec. 31, 2015 | 243 | 194 | 412 | 475 | 7,636 | (600) | 7,729 | 49 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Comprehensive income | [1] | 1,946 | 1,933 | 2,106 | (173) | 13 | |||
Dividends | (390) | (380) | (380) | (10) | |||||
Share repurchases | (1,097) | (1,097) | 1,097 | ||||||
Employee stock plans | 152 | 152 | 27 | (125) | |||||
Change in redemption value of redeemable noncontrolling interest | (153) | (153) | (153) | ||||||
Other | 0 | 1 | 1 | (1) | |||||
Ending Balance at Dec. 31, 2016 | 701 | 650 | 412 | 502 | 9,210 | (773) | 8,701 | 51 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Comprehensive income | [1] | 1,635 | 1,620 | 1,496 | 124 | 15 | |||
Dividends | (431) | (421) | (421) | (10) | |||||
Share repurchases | (1,006) | (1,001) | 1,001 | (5) | |||||
Employee stock plans | 131 | 123 | 23 | (100) | 8 | ||||
Change in redemption value of redeemable noncontrolling interest | (260) | (260) | (260) | ||||||
Other | (2) | 0 | (2) | ||||||
Ending Balance at Dec. 31, 2017 | $ 768 | $ 711 | $ 412 | $ 525 | $ 10,025 | $ (649) | $ 9,602 | $ 57 | |
[1] | Excludes $127 million, $109 million and $101 million in 2017, 2016 and 2015, respectively, attributable to redeemable noncontrolling interest. |
Consolidated Statements of Equ8
Consolidated Statements of Equity (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Stockholders' Equity [Abstract] | |||
Comprehensive income attributable to redeemable noncontrolling interests | $ 127 | $ 109 | $ 101 |
Accounting Policies
Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Accounting Policies | Accounting Policies Nature of operations S&P Global Inc. (together with its consolidated subsidiaries, the “Company,” the “Registrant,” “we,” “us” or “our”) is a leading provider of transparent and independent ratings, benchmarks, analytics and data to the capital and commodity markets worldwide. The capital markets include asset managers, investment banks, commercial banks, insurance companies, exchanges, trading firms and issuers; and the commodity markets include producers, traders and intermediaries within energy, metals, petrochemicals and agriculture. Our operations consist of three reportable segments: Ratings, Market and Commodities Intelligence and S&P Dow Jones Indices ("Indices"). • Ratings is an independent provider of credit ratings, research and analytics, offering investors and other market participants information, ratings and benchmarks. • Market and Commodities Intelligence is a global provider of multi-asset-class data, research and analytical capabilities, which integrate cross-asset analytics and desktop services and deliver their customers in the commodity and energy markets access to high-value information, data, analytic services and pricing and quality benchmarks. We completed the sale of J.D. Power on September 7, 2016, with the results included in Market and Commodities Intelligence results through that date. • Indices is a global index provider that maintains a wide variety of valuation and index benchmarks for investment advisors, wealth managers and institutional investors. See Note 12 – Segment and Geographic Information for further discussion on our operating segments, which are also our reportable segments. Assets and Liabilities Held for Sale and Discontinued Operations Assets and Liabilities Held for Sale We classify a disposal group to be sold as held for sale in the period in which all of the following criteria are met: management, having the authority to approve the action, commits to a plan to sell the disposal group; the disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such disposal group; an active program to locate a buyer and other actions required to complete the plan to sell the disposal group have been initiated; the sale of the disposal group is probable, and transfer of the disposal group is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond our control extend the period of time required to sell the disposal group beyond one year; the disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. A disposal group that is classified as held for sale is initially measured at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a disposal group until the date of sale. The fair value of a disposal group less any costs to sell is assessed each reporting period it remains classified as held for sale and any subsequent changes are reported as an adjustment to the carrying value of the disposal group, as long as the new carrying value does not exceed the carrying value of the disposal group at the time it was initially classified as held for sale. Upon determining that a disposal group meets the criteria to be classified as held for sale, the Company reports the assets and liabilities of the disposal group as held for sale in the current period in our consolidated balance sheets. Discontinued Operations Beginning on January 1, 2015, we adopted revised guidance for discontinued operations that raises the threshold for a disposal to qualify as a discontinued operation. In determining whether a disposal of a component of an entity or a group of components of an entity is required to be presented as a discontinued operation, we make a determination whether the disposal represents a strategic shift that had, or will have, a major effect on our operations and financial results. A component of an entity comprises o perations and cash flows that can be clearly distinguished both operationally and for financial reporting purposes. If we conclude that the disposal represents a strategic shift, then the results of operations of the group of assets being disposed of (as well as any gain or loss on the disposal transaction) are aggregated for separate presentation apart from our continuing operating results in the consolidated financial statements. Unless otherwise indicated, all disclosures and amounts in the notes to our consolidated financial statements relate to our continuing operations. Principles of consolidation The consolidated financial statements include the accounts of all subsidiaries and our share of earnings or losses of joint ventures and affiliated companies under the equity method of accounting. All significant intercompany accounts and transactions have been eliminated. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Cash and cash equivalents Cash and cash equivalents include ordinary bank deposits and highly liquid investments with original maturities of three months or less that consist primarily of money market funds with unrestricted daily liquidity and fixed term time deposits. Such investments and bank deposits are stated at cost, which approximates market value, and were $2.8 billion and $2.4 billion as of December 31, 2017 and 2016 , respectively. These investments are not subject to significant market risk. Short-term investments Short-term investments are securities with original maturities greater than 90 days that are available for use in our operations in the next twelve months. The short-term investments, primarily consisting of certificates of deposit and mutual funds, are classified as held-to-maturity and therefore are carried at cost. Interest and dividends are recorded in income when earned. Accounts receivable Credit is extended to customers based upon an evaluation of the customer’s financial condition. Accounts receivable, which include billings consistent with terms of contractual arrangements, are recorded at net realizable value. Allowance for doubtful accounts The allowance for doubtful accounts reserve methodology is based on historical analysis, a review of outstanding balances and current conditions. In determining these reserves, we consider, amongst other factors, the financial condition and risk profile of our customers, areas of specific or concentrated risk as well as applicable industry trends or market indicators. Capitalized technology costs We capitalize certain software development and website implementation costs. Capitalized costs only include incremental, direct costs of materials and services incurred to develop the software after the preliminary project stage is completed, funding has been committed and it is probable that the project will be completed and used to perform the function intended. Incremental costs are expenditures that are out-of-pocket to us and are not part of an allocation or existing expense base. Software development and website implementation costs are expensed as incurred during the preliminary project stage. Capitalized costs are amortized from the year the software is ready for its intended use over its estimated useful life, three to seven years, using the straight-line method. Periodically, we evaluate the amortization methods, remaining lives and recoverability of such costs. Capitalized software development and website implementation costs are included in other non-current assets and are presented net of accumulated amortization. Gross deferred technology costs were $186 million and $145 million as of December 31, 2017 and 2016 , respectively. Accumulated amortization of deferred technology costs was $104 million and $91 million as of December 31, 2017 and 2016 , respectively. Fair Value Certain assets and liabilities are required to be recorded at fair value and classified within a fair value hierarchy based on inputs used when measuring fair value. We have an immaterial amount of forward exchange contracts that are adjusted to fair value on a recurring basis. Other financial instruments, including cash and cash equivalents and short-term investments, are recorded at cost, which approximates fair value because of the short-term maturity and highly liquid nature of these instruments. The fair value of our total debt borrowings were $3.8 billion and $3.7 billion as of December 31, 2017 and 2016 , respectively, and was estimated based on quoted market prices. Accounting for the impairment of long-lived assets (including other intangible assets) We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Upon such an occurrence, recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to current forecasts of undiscounted future net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized equal to the amount by which the carrying amount of the asset exceeds the fair value of the asset. For long-lived assets held for sale, assets are written down to fair value, less cost to sell. Fair value is determined based on market evidence, discounted cash flows, appraised values or management’s estimates, depending upon the nature of the assets. For the year ended December 31, 2016, we recorded a non-cash impairment charge of $24 million related to a technology project at our Market and Commodities Intelligence segment in selling and general expenses in our consolidated statement of income. Goodwill and other indefinite-lived intangible assets Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. Goodwill and other intangible assets with indefinite lives are not amortized, but instead are tested for impairment annually during the fourth quarter each year, or more frequently if events or changes in circumstances indicate that the asset might be impaired. We have four reporting units with goodwill that are evaluated for impairment. We initially perform a qualitative analysis evaluating whether any events and circumstances occurred or exist that provide evidence that it is more likely than not that the fair value of any of our reporting units is less than its carrying amount. If, based on our evaluation we do not believe that it is more likely than not that the fair value of any of our reporting units is less than its carrying amount, no quantitative impairment test is performed. Conversely, if the results of our qualitative assessment determine that it is more likely than not that the fair value of any of our reporting units is less than their respective carrying amounts we perform a two-step quantitative impairment test. When conducting the first step of our two step impairment test to evaluate the recoverability of goodwill at the reporting unit level, the estimated fair value of the reporting unit is compared to its carrying value including goodwill. Fair value of the reporting units are estimated using the income approach, which incorporates the use of the discounted free cash flow (“DCF”) analyses and are corroborated using the market approach, which incorporates the use of revenue and earnings multiples based on market data. The DCF analyses are based on the current operating budgets and estimated long-term growth projections for each reporting unit. Future cash flows are discounted based on a market comparable weighted average cost of capital rate for each reporting unit, adjusted for market and other risks where appropriate. In addition, we analyze any difference between the sum of the fair values of the reporting units and our total market capitalization for reasonableness, taking into account certain factors including control premiums. If the fair value of the reporting unit is less than the carrying value, a second step is performed which compares the implied fair value of the reporting unit’s goodwill to the carrying value of the goodwill. The fair value of the goodwill is determined based on the difference between the fair value of the reporting unit and the net fair value of the identifiable assets and liabilities of the reporting unit. If the implied fair value of the goodwill is less than the carrying value, the difference is recognized as an impairment charge. We evaluate the recoverability of indefinite-lived intangible assets by first performing a qualitative analysis evaluating whether any events and circumstances occurred that provide evidence that it is more likely than not that the indefinite-lived asset is impaired. If, based on our evaluation of the events and circumstances that occurred during the year we do not believe that it is more likely than not that the indefinite-lived asset is impaired, no quantitative impairment test is performed. Conversely, if the results of our qualitative assessment determine that it is more likely than not that the indefinite-lived asset is impaired, a quantitative impairment test is performed. If necessary, the impairment test is performed by comparing the estimated fair value of the intangible asset to its carrying value. If the indefinite-lived intangible asset carrying value exceeds its fair value, an impairment analysis is performed using the income approach. An impairment charge is recognized in an amount equal to that excess. Significant judgments inherent in these analyses include estimating the amount and timing of future cash flows and the selection of appropriate discount rates, royalty rates and long-term growth rate assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit and indefinite-lived intangible asset and could result in an impairment charge, which could be material to our financial position and results of operations. We performed our impairment assessment of goodwill and indefinite-lived intangible assets and concluded that no impairment existed for the years ended December 31, 2017 , 2016 and 2015 . Foreign currency translation We have operations in many foreign countries. For most international operations, the local currency is the functional currency. For international operations that are determined to be extensions of the parent company, the United States ("U.S.") dollar is the functional currency. For local currency operations, assets and liabilities are translated into U.S. dollars using end of period exchange rates, and revenue and expenses are translated into U.S. dollars using weighted-average exchange rates. Foreign currency translation adjustments are accumulated in a separate component of equity. Revenue recognition Revenue is recognized as it is earned when services are rendered. We consider amounts to be earned once evidence of an arrangement has been obtained, services are performed, fees are fixed or determinable and collectability is reasonably assured. Revenue relating to products that provide for more than one deliverable is recognized based upon the relative fair value to the customer of each deliverable as each deliverable is provided. Revenue relating to agreements that provide for more than one service is recognized based upon the relative fair value to the customer of each service component as each component is earned. If the fair value to the customer for each service is not objectively determinable, management makes its best estimate of the services’ stand-alone selling price and records revenue as it is earned over the service period. For arrangements that include multiple services, fair value of the service components are determined using an analysis that considers cash consideration that would be received for instances when the service components are sold separately. Advertising revenue is recognized when the page is run. Subscription income is recognized over the related subscription period. Depreciation The costs of property and equipment are depreciated using the straight-line method based upon the following estimated useful lives: buildings and improvements from 15 to 40 years and equipment and furniture from 2 to 10 years . The costs of leasehold improvements are amortized over the lesser of the useful lives or the terms of the respective leases. Advertising expense The cost of advertising is expensed as incurred. We incurred $33 million , $35 million and $33 million in advertising costs for the years ended December 31, 2017 , 2016 and 2015 , respectively. Stock-based compensation Stock-based compensation expense is measured at the grant date based on the fair value of the award and is recognized over the requisite service period, which typically is the vesting period. Stock-based compensation is classified as both operating-related expense and selling and general expense in the consolidated statements of income. Income taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. We recognize liabilities for uncertain tax positions taken or expected to be taken in income tax returns. Accrued interest and penalties related to unrecognized tax benefits are recognized in interest expense and operating expense, respectively. Judgment is required in determining our provision for income taxes, deferred tax assets and liabilities and unrecognized tax benefits. In determining the need for a valuation allowance, the historical and projected financial performance of the operation that is recording a net deferred tax asset is considered along with any other pertinent information. We file income tax returns in the U.S. federal jurisdiction, various states, and foreign jurisdictions, and we are routinely under audit by many different tax authorities. We believe that our accrual for tax liabilities is adequate for all open audit years based on our assessment of many factors including past experience and interpretations of tax law. This assessment relies on estimates and assumptions and may involve a series of complex judgments about future events. It is possible that examinations will be settled prior to December 31, 2018 . If any of these tax audit settlements do occur within that period we would make any necessary adjustments to the accrual for unrecognized tax benefits. For the years ended December 31, 2016 and 2015, we had determined that the undistributed earnings of our foreign subsidiaries were permanently reinvested within those foreign operations. Accordingly, we had not recorded deferred income taxes on these indefinitely reinvested earnings. As of December 31, 2017, we have approximately $2.6 billion of undistributed earnings of our foreign subsidiaries. As a result of the TCJA, more than 70% of these $2.6 billion earnings will no longer be permanently reinvested. We will continue to permanently reinvest approximately $780 million of these undistributed earnings. Redeemable Noncontrolling Interest The agreement with the minority partners of our S&P Dow Jones Indices LLC joint venture established in June of 2012 contains redemption features whereby interests held by our minority partners are redeemable either (i) at the option of the holder or (ii) upon the occurrence of an event that is not solely within our control. Since redemption of the noncontrolling interest is outside of our control, this interest is presented on our consolidated balance sheets under the caption “Redeemable noncontrolling interest.” If the interest were to be redeemed, we would be required to purchase all of such interest at fair value on the date of redemption. We adjust the redeemable noncontrolling interest each reporting period to its estimated redemption value, but never less than its initial fair value, using a combination of an income and market valuation approach. Our income and market valuation approaches may incorporate Level 3 measures for instances when observable inputs are not available, including assumptions related to expected future net cash flows, long-term growth rates, the timing and nature of tax attributes, and the redemption features. Any adjustments to the redemption value will impact retained income. See Note 9 – Equity for further detail. Contingencies We accrue for loss contingencies when both (a) information available prior to issuance of the consolidated financial statements indicates that it is probable that a liability had been incurred at the date of the financial statements and (b) the amount of loss can reasonably be estimated. We continually assess the likelihood of any adverse judgments or outcomes to our contingencies, as well as potential amounts or ranges of probable losses, and recognize a liability, if any, for these contingencies based on an analysis of each matter with the assistance of outside legal counsel and, if applicable, other experts. Because many of these matters are resolved over long periods of time, our estimate of liabilities may change due to new developments, changes in assumptions or changes in our strategy related to the matter. When we accrue for loss contingencies and the reasonable estimate of the loss is within a range, we record our best estimate within the range. We disclose an estimated possible loss or a range of loss when it is at least reasonably possible that a loss may be incurred. Recent Accounting Standards In August of 2017, the Financial Accounting Standards Board ("FASB") issued guidance to enhance the hedge accounting model for both nonfinancial and financial risk components, which includes amendments to address certain aspects of recognition and presentation disclosure. The guidance is effective for reporting periods beginning after December 15, 2018. We do not expect this guidance to have a significant impact on our consolidated financial statements. In May of 2017, the FASB issued guidance that provides clarification on when modification accounting should be used for changes to the terms or conditions of a share-based payment award. This guidance does not change the accounting for modifications but clarifies when modification accounting guidance should be applied. Under the new guidance, an entity should apply modification accounting in response to a change in the terms and conditions of an entity's share-based payment awards unless three newly specified criteria are met. The guidance is effective for reporting periods beginning after December 15, 2017; however, early adoption is permitted. We do not expect this guidance to have a significant impact on our consolidated financial statements. In March of 2017, the FASB issued guidance to enhance the presentation of net periodic pension cost and net periodic postretirement benefit cost. The guidance requires employers to report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period, and requires the other components of net periodic pension cost and net periodic postretirement benefit cost to be presented in the income statement separately from the service cost component outside a subtotal of income from operations. Additionally, only the service cost component is eligible for capitalization. The guidance is effective for reporting periods beginning after December 15, 2017; however, early adoption is permitted. The guidance is required to be adopted retrospectively with respect to the income statement presentation requirement and prospectively for the capitalization requirement. The change in capitalization requirement will not have a material impact on our consolidated financial statements.We recorded a benefit of $25 million , $24 million and $3 million in 2017, 2016 and 2015, respectively, related to our net periodic benefit costs for our retirement and postretirement plans. These amounts are not necessarily indicative of future amounts that may arise in years following the implementation of this new guidance. See Note 7 – Employee Benefits for additional information related to our retirement and postretirement plans. In January of 2017, the FASB issued guidance that simplifies the subsequent measurement of goodwill and eliminates Step 2 from the goodwill impairment test. Under the new guidance, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The guidance is effective for reporting periods beginning after December 15, 2019; however, early adoption is permitted. We do not expect this guidance to have a significant impact on our consolidated financial statements. In January of 2017, the FASB issued guidance that clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The guidance is effective for reporting periods beginning after December 15, 2017. We do not expect this guidance to have a significant impact on our consolidated financial statements. In August of 2016, the FASB issued guidance providing amendments to eight specific statement of cash flows classification issues. The guidance is effective for reporting periods beginning after December 15, 2017; however, early adoption is permitted. We do not expect this guidance to have a significant impact on our consolidated financial statements. In March of 2016, the FASB issued guidance to modify several aspects of accounting for share-based payment transactions, including the accounting for income taxes, forfeitures, statutory tax withholding requirements, as well as classification in the statement of cash flows. This guidance requires recognizing excess tax benefits and deficiencies as income tax expense or benefit in the statement of income, instead of in equity. The guidance was effective on January 1, 2017 and was adopted as follows: 1) prospectively for the recognition of excess tax benefits and deficiencies in the tax provision, 2) retrospectively for the classification of excess tax benefits and deficiencies in the statement of cash flows, and 3) retrospectively for the classification of cash paid for shares withheld to satisfy employee taxes in the statement of cash flows. For the year ended December 31, 2017, excess tax benefits from share-based payments of $ 72 million were reco gnized as an income tax benefit in our consolidated statements of income and classified as an operating activity in our consolidated statements of cash f lows. For the years ended December 31, 2016 and 2015, we reclassified $ 41 million and $ 69 million , respectively, of excess tax benefits from share-based payments from a financing activity to an operating activity in our consolidated statements of cash flows. In addition, cash paid for shares withheld on the employees' behalf of $ 49 million was classified as a financing activity in our consolidated statements of cash flows for the year ended December 31, 2017. Cash paid for employee taxes of $ 55 million and $ 92 million were reclassified from an operating activity to a financing activity in our consolidated statements of cash flows for the years ended December 31, 2016 and 2015, respectively. In February of 2016, the FASB issued guidance that amends accounting for leases. Under the new guidance, a lessee will recognize assets and liabilities but will recognize expenses similar to current lease accounting. The guidance is effective for reporting periods beginning after December 15, 2018; however, early adoption is permitted. The new guidance must be adopted using a modified retrospective approach to each prior reporting period presented with various optional practical expedients. We are currently evaluating the impact of the adoption of this guidance on our consolidated financial statements. In January of 2016, the FASB issued guidance to enhance the reporting model for financial instruments, which includes amendments to address certain aspects of recognition, measurement, presentation and disclosure. The guidance is effective for reporting periods beginning after December 15, 2017. We do not expect this guidance to have a significant impact on our consolidated financial statements. In May of 2014, the FASB and the International Accounting Standards Board (“IASB”) issued jointly a converged standard on the recognition of revenue from contracts with customers, which is intended to improve the financial reporting of revenue and comparability of the top line in financial statements globally. The core principle of the new standard is for the recognition of revenue to depict the transfer of goods or services to customers in amounts that reflect the payment to which the company expects to be entitled in exchange for those goods or services. The new standard will also result in enhanced revenue disclosures, provide guidance for transactions that were not previously addressed comprehensively and improve guidance for multiple-element arrangements. In August of 2015, the FASB issued guidance deferring the effective date of the new revenue standard by one year. Subsequently, the FASB issued implementation guidance related to the new revenue standard, including the following: In March of 2016, the FASB issued guidance to clarify the implementation guidance on principal versus agent considerations; in April of 2016, the FASB clarified guidance on performance obligations and the licensing implementation guidance; in May of 2016, the FASB issued a practical expedient in response to identified implementation issues. The new guidance will be effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. We have completed our evaluation of changes to our accounting policies, business processes, systems and internal controls to support the recognition and disclosure requirements under the new standard. We will adopt the new revenue standard effective January 1, 2018 using the modified retrospective transition method. Based on our analysis, adoption of the new standard will impact: (1) the capitalization of costs to obtain contracts with our customers and the related amortization period of those costs; (2) the timing of when fees for certain Ratings products that are recognized to match when the customer obtains control of the product; 3) the accounting for long-term deferred revenue in our Ratings segment which contain a financing component; and 4) the presentation of sales of certain of our jointly-owned products in our Market and Commodities Intelligence segment, where revenue will be recognized on a gross rather than net basis. The aggregate impact of these adjustments on our opening balance sheet will be an increase to retained earnings of approximately $40 million , with the increase driven primarily by the capitalization of costs to obtain contracts with our customers of approximately $ 79 million previously expensed, offset by the deferral of income associated with our Ratings products of approximately $ 14 million previously recognized in revenue, the net im |
Acquisitions and Divestitures
Acquisitions and Divestitures | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions and Divestitures | Acquisitions and Divestitures Acquisitions 2017 For the year ended December 31, 2017, we paid cash for acquisitions, net of cash acquired, totaling $ 83 million . None of our acquisitions were material either individually or in the aggregate, including the pro forma impact on earnings. All acquisitions were funded with cash flows from operations. Acquisitions completed during the year ended December 31, 2017 included: • In August of 2017, we acquired a 6.02% investment in Algomi Limited ("Algomi"), an innovative fintech company focused on providing software-enabled liquidity solutions to both buy-side and sell-side firms within the credit markets. Our investment in Algomi will help facilitate product collaboration and enable future business expansion. We accounted for the investment in Algomi using the cost method of accounting. The investment with Algomi is not material to our consolidated financial statements. • In June of 2017, CRISIL, included within our Ratings segment, acquired 8.9% of the outstanding shares of CARE Ratings Limited ("CARE") from Canara Bank. CARE is a Securities and Exchange Board of India registered credit rating agency providing various rating and grading services in India whose shares are publicly traded on both the Bombay Stock Exchange and the National Stock Exchange of India. We accounted for the investment in CARE as available-for-sale using the fair value method of accounting. The investment balance as of December 31, 2017 of $ 54 million is included in other non-current assets in our consolidated balance sheet. The change in the fair value of this investment is reported in accumulated other comprehensive loss in our consolidated balance sheet. The investment in CARE is not material to our consolidated financial statements. 2016 For the year ended December 31, 2016, we paid cash for acquisitions, net of cash acquired, totaling $ 177 million . None of our acquisitions were material either individually or in the aggregate, including the pro forma impact on earnings. All acquisitions were funded with cash flows from operations. Acquisitions completed during the year ended December 31, 2016 by segment included: Market and Commodities Intelligence • In December of 2016, Market and Commodities Intelligence acquired a 2.54% equity investment in Kensho Technologies, Inc. ("Kensho"), a financial technology startup in market data analytics. We accounted for the acquisition of Kensho on a cost basis. Our investment in Kensho is not material to our consolidated financial statements. • In September of 2016, Market and Commodities Intelligence acquired PIRA Energy Group ("PIRA"), a global provider of energy research and forecasting products and services. The purchase enhances Market and Commodities Intelligence's energy analytical capabilities by expanding its oil offering and strengthening its position in the natural gas and power markets. We accounted for the acquisition of PIRA using the purchase method of accounting. The acquisition of PIRA is not material to our consolidated financial statements. • In June of 2016, Market and Commodities Intelligence acquired RigData, a provider of daily information on rig activity for the natural gas and oil markets across North America. The purchase enhances Market and Commodities Intelligence's energy analytical capabilities by strengthening its position in natural gas and enhancing its oil offering. We accounted for the acquisition of RigData using the purchase method of accounting. The acquisition of RigData is not material to our consolidated financial statements. • In March of 2016, Market and Commodities Intelligence acquired Commodity Flow, a specialist technology and business intelligence service for the global waterborne commodity and energy markets. The purchase helps extend Market and Commodities Intelligence's trade flow analytical capabilities and complements its existing shipping services. We accounted for the acquisition of Commodity Flow using the purchase method of accounting. The acquisition of Commodity Flow is not material to our consolidated financial statements. Following our acquisition of PIRA, we made a contingent purchase price payment in 2016 for $34 million that has been reflected in the consolidated statement of cash flows as a financing activity. Following our acquisition of National Automobile Dealers Association's Used Car Guide ("UCG") at J.D. Power in July of 2015, we made a contingent purchase price payment in 2016 for $5 million that has been reflected in the consolidated statement of cash flows as a financing activity. Indices • In October of 2016, Indices acquired Trucost plc, a leader in carbon and environmental data and risk analysis through its subsidiary S&P Global Indices UK Limited. The purchase will build on Indices' current portfolio of Environmental, Social and Governance solutions. The acquisition of Trucost plc is not material to our consolidated financial statements. Ratings • In June of 2016, Ratings acquired a 49% equity investment in Thailand's TRIS Rating Company Limited from its parent company, TRIS Corporation Limited. The transaction extends an existing association between Ratings and TRIS Rating and deepens their commitment to capital markets in Thailand. We accounted for the acquisition of TRIS Rating Company using the equity method of accounting. The equity investment in TRIS Rating is not material to our consolidated financial statements. For acquisitions during 2016 that were accounted for using the purchase method, the excess of the purchase price over the fair value of the net assets acquired is allocated to goodwill and other intangibles. The goodwill recognized on our acquisitions is largely attributable to anticipated operational synergies and growth opportunities as a result of the acquisition. The intangible assets, excluding goodwill and indefinite-lived intangibles, will be amortized over their anticipated useful lives between 3 and 10 years which will be determined when we finalize our purchase price allocations. The goodwill for PIRA and RigData is expected to be deductible for tax purposes. 2015 For the year ended December 31, 2015, we paid cash for acquisitions, net of cash acquired, totaling $2.4 billion . We used the net proceeds of our $2.0 billion of senior notes issued in August of 2015 and cash on hand to finance the acquisition of SNL. All other acquisitions were funded with cash flows from operations. Acquisitions completed during the year ended December 31, 2015 by segment included: Market and Commodities Intelligence • In September of 2015, we acquired SNL Financial LC ("SNL") for $2.2 billion . SNL is a global provider of news, data, and analytical tools to five sectors in the global economy: financial services, real estate, energy, media & communications, and metals & mining. SNL delivers information through its suite of web, mobile and direct data feed platforms that helps clients, including investment and commercial banks, investors, corporations, and regulators make decisions, improve efficiency, and manage risk. See below for further detail related to this transaction. • In July of 2015, we acquired the entire issued share capital of Petromedia Ltd and its operating subsidiaries (“Petromedia”), an independent provider of data, intelligence, news and tools to the global fuels market that offers a suite of products that provides clients with actionable data and intelligence that enable informed decisions, minimize risk and increase efficiency. We accounted for the acquisition of Petromedia using the purchase method of accounting. The acquisition of Petromedia is not material to our consolidated financial statements. Following our acquisition of UCG at J.D. Power in July of 2015, we made a contingent purchase price payment in 2015 for $5 million that has been reflected in the consolidated statement of cash flows as a financing activity. For acquisitions during 2015 that were accounted for using the purchase method, the excess of the purchase price over the fair value of the net assets acquired is allocated to goodwill and other intangibles. Intangible assets recorded for all transactions are amortized using the straight-line method for periods not exceeding 18 years . Acquisition of SNL Acquisition-Related Expenses During the year ended December 31, 2015, the Company incurred approximately $37 million of acquisition-related costs related to the acquisition of SNL. These expenses are included in selling and general expenses in our consolidated statements of income. Allocation of Purchase Price Our acquisition of SNL was accounted for using the purchase method. Under the purchase method, the excess of the purchase price over the fair value of the net assets acquired is allocated to goodwill and other intangibles. The goodwill recognized is largely attributable to anticipated operational synergies and growth opportunities as a result of the acquisition. The intangible assets, excluding goodwill and indefinite-lived intangibles, will be amortized over their anticipated useful lives between 10 and 18 years. The goodwill is expected to be deductible for tax purposes. The following table presents the final allocation of purchase price to the assets and liabilities of SNL as a result of the acquisition. (in millions) Current assets $ 29 Property, plant and equipment 19 Goodwill 1,574 Other intangible assets, net: Databases and software 421 Customer relationships 162 Tradenames 185 Other intangibles 4 Other intangible assets, net 772 Other non-current assets 1 Total assets acquired 2,395 Current liabilities (43 ) Unearned revenue (117 ) Other non-current liabilities (1 ) Total liabilities acquired (161 ) Net assets acquired $ 2,234 Supplemental Pro Forma Information Supplemental information on an unaudited pro forma basis is presented below for the year ended December 31, 2015 as if the acquisition of SNL occurred on January 1, 2015. The pro forma financial information is presented for comparative purposes only, based on estimates and assumptions, which the Company believes to be reasonable but not necessarily indicative of the consolidated financial position or results of operations in future periods or the results that actually would have been realized had this acquisition been completed at the beginning of 2015. The unaudited pro forma information includes intangible asset charges and incremental borrowing costs as a result of the acquisition, net of related tax, estimated using the Company's effective tax rate for continuing operations for the periods presented. (in millions) Year Ended December 31, 2015 Pro forma revenue $ 5,477 Pro forma net income $ 1,258 Non-cash investing activities Liabilities assumed in conjunction with our acquisitions are as follows: (in millions) Year ended December 31, 2017 2016 2015 Fair value of assets acquired $ 83 $ 253 $ 2,576 Cash paid (net of cash acquired) 83 211 2,401 Liabilities assumed $ — $ 42 $ 175 Divestitures - Continuing Operations 2017 In April of 2017, we signed a letter of intent to sell our facility at East Windsor, New Jersey. The fixed assets of the facility of $5 million have been classified as held for sale, which is included in prepaid and other current assets in our consolidated balance sheet as of December 31, 2017. In January of 2017, we completed the sale of Quant House SAS ("QuantHouse"), included in our Market and Commodities Intelligence segment, to QH Holdco, an independent third party. In November of 2016, we entered into a put option agreement that gave the Company the right, but not the obligation, to put the entire share capital of QuantHouse to QH Holdco. As a result, we classified the assets and liabilities of QuantHouse, net of our costs to sell, as held for sale, which were included in prepaid and other current assets and other current liabilities, respectively, in our consolidated balance sheet as of December 31, 2016 resulting in an aggregate loss of $31 million . On January 4, 2017, we exercised the put option, thereby entering into a definitive agreement to sell QuantHouse to QH Holdco. On January 9, 2017, we completed the sale of QuantHouse to QH Holdco. The components of assets and liabilities held for sale related to QuantHouse, which were included in prepaid and other current assets and other current liabilities in the consolidated balance sheet, consist of the following: (in millions) December 31, 2016 Accounts receivable, net $ 4 Other assets 3 Assets of a business held for sale $ 7 Accounts payable and accrued expenses $ 3 Unearned revenue 7 Other liabilities 35 Liabilities of a business held for sale $ 45 2016 During the year ended December 31, 2016, we completed the following dispositions that resulted in a net pre-tax gain of $1.1 billion , which was included in gain on dispositions in the consolidated statement of income: • In October of 2016, we completed the sale of Standard & Poor's Securities Evaluations, Inc. ("SPSE") and Credit Market Analysis ("CMA"), two businesses within our Market and Commodities Intelligence segment, for $425 million in cash to Intercontinental Exchange, an operator of global exchanges, clearing houses and data services. During the year ended December 31, 2016, we recorded a pre-tax gain of $364 million ( $297 million after-tax) in gain on dispositions in the consolidated statement of income related to the sale of SPSE and CMA. Additionally, in October of 2016, we completed the sale of Equity and Fund Research ("Equity Research") to CFRA, a leading independent provider of forensic accounting research, analytics and advisory services. During the year ended December 31, 2016, we recorded a pre-tax gain of $9 million ( $5 million after-tax) in gain on dispositions in the consolidated statement of income related to the sale of Equity Research. • In September of 2016, we completed the sale of J.D. Power, included within our Market and Commodities Intelligence segment, for $1.1 billion to XIO Group, a global alternative investments firm headquartered in London. During the year ended December 31, 2016, we recorded a pre-tax gain of $728 million ( $516 million after-tax) in gain on dispositions in the consolidated statement of income related to the sale of J.D. Power. 2015 During the year ended December 31, 2015, we recorded a pre-tax gain of $11 million in gain on dispositions in the consolidated statement of income related to the sale of our interest in a legacy McGraw Hill Construction investment. The operating profit of our businesses that were disposed of or held for sale for the years ending December 31, 2017, 2016, and 2015 is as follows: (in millions) Year ended December 31, 2017 2016 2015 Operating profit 1 $ — $ 62 $ 85 1 The year ended December 31, 2016 excludes a pre-tax gain of $1.1 billion on our dispositions. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. The change in the carrying amount of goodwill by segment is shown below: (in millions) Ratings Market and Commodities Intelligence Indices Total Balance as of December 31, 2015 $ 114 $ 2,392 $ 376 $ 2,882 Acquisitions — 106 7 113 Dispositions — (35 ) — (35 ) Other 1 (5 ) (6 ) — (11 ) Balance as of December 31, 2016 109 2,457 383 2,949 Other 1 5 27 8 40 Balance as of December 31, 2017 $ 114 $ 2,484 $ 391 $ 2,989 1 Primarily relates to the impact of foreign exchange and valuation adjustments for prior period acquisitions. 2016 includes adjustments related to SNL and Petromedia. 2017 includes adjustments related to PIRA, Trucost, RigData and Commodity Flow. Goodwill additions and dispositions in the table above relate to transactions discussed in Note 2 – Acquisitions and Divestitures . Other Intangible Assets Other intangible assets include both indefinite-lived assets not subject to amortization and definite-lived assets subject to amortization. We have indefinite-lived assets with a carrying value of $714 million as of December 31, 2017 and 2016 that consist of the following: • $380 million and $90 million for Dow Jones Indices intellectual property and the Dow Jones tradename, respectively, that we recorded as part of the transaction to form S&P Dow Jones Indices LLC in 2012. • $185 million within our Market and Commodities Intelligence segment for the SNL tradename. • $ 59 million within our Indices segment for the Goldman Sachs Commodity Index intellectual property and the Broad Market Indices intellectual property. The following table summarizes our definite-lived intangible assets: (in millions) Cost Databases and software Content Customer relationships Tradenames Other intangibles Total Balance as of December 31, 2015 $ 510 $ 139 $ 168 $ 47 $ 269 $ 1,133 Acquisitions — — — — 98 98 Dispositions — — — (2 ) (8 ) (10 ) Impairment 1 (2 ) — — — (22 ) (24 ) Reclassifications — — 165 1 (166 ) — Other (primarily Fx) (2 ) — (3 ) (1 ) (8 ) (14 ) Balance as of December 31, 2016 506 139 330 45 163 1,183 Dispositions (4 ) — (2 ) — — (6 ) Other 2 52 — 19 5 (86 ) (10 ) Balance as of December 31, 2017 $ 554 $ 139 $ 347 $ 50 $ 77 $ 1,167 Accumulated amortization Balance as of December 31, 2015 $ 88 $ 73 $ 60 $ 36 $ 67 $ 324 Current year amortization 47 14 21 2 12 96 Dispositions — — — (1 ) (6 ) (7 ) Impairment 1 (2 ) — — — (10 ) (12 ) Reclassifications 2 — 5 — (7 ) — Other (primarily Fx) (3 ) — (2 ) (1 ) (4 ) (10 ) Balance as of December 31, 2016 132 87 84 36 52 391 Current year amortization 52 14 22 4 6 98 Dispositions (3 ) — (2 ) — (1 ) (6 ) Reclassifications 2 — 1 1 (4 ) — Other (primarily Fx) 4 — 1 1 4 10 Balance as of December 31, 2017 $ 187 $ 101 $ 106 $ 42 $ 57 $ 493 Net definite-lived intangibles: December 31, 2016 $ 374 $ 52 $ 246 $ 9 $ 111 $ 792 December 31, 2017 $ 367 $ 38 $ 241 $ 8 $ 20 $ 674 1 Relates to a technology-related impairment charge at Market and Commodities Intelligence and recorded in selling and general expenses in the consolidated statement of income. 2 Primarily relates to the impact of foreign exchange and valuation adjustments for prior period acquisitions. 2017 includes adjustments related to PIRA, Trucost, RigData and Commodity Flow. Definite-lived intangible assets are being amortized on a straight-line basis over periods of up to 20 years. The weighted-average life of the intangible assets as of December 31, 2017 is approximately 12 years. Amortization expense for the years ended December 31, 2017 , 2016 and 2015 was $98 million , $96 million , and $67 million , respectively. Expected amortization expense for intangible assets over the next five years for the years ended December 31, assuming no further acquisitions or dispositions, is as follows: (in millions) 2018 2019 2020 2021 2022 Amortization expense $ 95 $ 88 $ 82 $ 70 $ 68 |
Taxes on Income
Taxes on Income | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Taxes on Income | Taxes on Income Comprehensive tax legislation enacted through the Tax Cuts and Jobs Act (“TCJA”) on December 22, 2017, significantly modified U.S. corporate income tax law. Provisional amounts have been recorded in our financial statements based on the Company’s initial analysis of the TCJA. The Company may adjust these amounts in future periods if our interpretation of the TCJA changes or as additional guidance from the U.S. Treasury becomes available. As a result of the TCJA, a provisional amount of $149 million has been recorded which reflects a one-time tax charge of approximately $173 million on the deemed repatriation of foreign earnings and a one-time tax benefit of approximately $24 million in respect of the re-valuation of net U.S. deferred tax liabilities at the reduced corporate income tax rate. Income before taxes on income resulting from domestic and foreign operations is as follows: (in millions) Year Ended December 31, 2017 2016 2015 Domestic operations $ 1,723 $ 2,585 $ 1,266 Foreign operations 738 603 549 Total income before taxes $ 2,461 $ 3,188 $ 1,815 The provision for taxes on income consists of the following: (in millions) Year Ended December 31, 2017 2016 2015 Federal: Current $ 489 $ 641 $ 90 Deferred 63 79 276 Total federal 552 720 366 Foreign: Current 194 133 111 Deferred (3 ) (4 ) (1 ) Total foreign 191 129 110 State and local: Current 73 99 34 Deferred 7 12 37 Total state and local 80 111 71 Total provision for taxes $ 823 $ 960 $ 547 A reconciliation of the U.S. federal statutory income tax rate to our effective income tax rate for financial reporting purposes is as follows: Year Ended December 31, 2017 2016 2015 U.S. federal statutory income tax rate 35.0 % 35.0 % 35.0 % State and local income taxes 2.5 2.7 2.6 Divestitures — (4.3 ) — Foreign operations (3.9 ) (2.0 ) (3.2 ) Impact of TCJA 6.0 — — Stock-based compensation (2.7 ) — — S&P Dow Jones Indices LLC joint venture (1.8 ) (1.2 ) (2.0 ) Tax credits and incentives (2.1 ) (1.6 ) (2.9 ) Other, net 0.4 1.5 0.6 Effective income tax rate 33.4 % 30.1 % 30.1 % The principal temporary differences between the accounting for income and expenses for financial reporting and income tax purposes are as follows: (in millions) December 31, 2017 2016 Deferred tax assets: Legal and regulatory settlements $ 27 $ 23 Employee compensation 50 78 Accrued expenses 47 87 Postretirement benefits 34 105 Unearned revenue 26 33 Allowance for doubtful accounts 8 11 Loss carryforwards 135 112 Other 45 3 Total deferred tax assets 372 452 Deferred tax liabilities: Goodwill and intangible assets (249 ) (320 ) Fixed assets (4 ) (3 ) Other — — Total deferred tax liabilities (253 ) (323 ) Net deferred income tax asset before valuation allowance 119 129 Valuation allowance (127 ) (116 ) Net deferred income tax (liability) asset $ (8 ) $ 13 Reported as: Non-current deferred tax assets $ 59 $ 61 Non-current deferred tax liabilities (67 ) (48 ) Net deferred income tax (liability) asset $ (8 ) $ 13 We record valuation allowances against deferred income tax assets when we determine that it is more likely than not that such deferred income tax assets will not be realized based upon all the available evidence. The valuation allowance is primarily related to operating losses. We have not recorded deferred income taxes applicable to undistributed earnings of foreign subsidiaries that are indefinitely reinvested in foreign operations. Undistributed earnings that are indefinitely reinvested in foreign operations amounted to $780 million at December 31, 2017 . Quantification of the deferred tax liability, if any, associated with indefinitely reinvested earnings is not practicable. We made net income tax payments for continuing and discontinued operations totaling $709 million in 2017 , $683 million in 2016 , and $260 million in 2015 . As of December 31, 2017 , we had net operating loss carryforwards of $564 million , of which a major portion has an unlimited carryover period under current law. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: (in millions) Year ended December 31, 2017 2016 2015 Balance at beginning of year $ 221 $ 162 $ 155 Additions based on tax positions related to the current year 23 48 24 Additions for tax positions of prior years 17 20 16 Reduction for tax positions of prior years (32 ) (3 ) (15 ) Reduction for settlements (5 ) (6 ) (18 ) Expiration of applicable statutes of limitations (12 ) — — Balance at end of year $ 212 $ 221 $ 162 The total amount of federal, state and local, and foreign unrecognized tax benefits as of December 31, 2017 , 2016 and 2015 was $212 million , $221 million and $162 million , respectively, exclusive of interest and penalties. During the period ending December 31, 2017, the change in unrecognized tax benefits resulted in a net reduction of tax expense of $4 million . We recognize accrued interest and penalties related to unrecognized tax benefits in interest expense and operating-related expense, respectively. In addition to the unrecognized tax benefits, as of December 31, 2017 and 2016 , we had $59 million and $44 million , respectively, of accrued interest and penalties associated with unrecognized tax benefits. Based on the current status of income tax audits, we believe that the total amount of unrecognized tax benefits on the balance sheet may be reduced by up to approximately $60 million in the next twelve months as a result of the resolution of local tax examinations. The U.S. federal income tax audits for 2016 and 2015 are in process. During 2017, we completed various state and foreign tax audits and, with few exceptions, we are no longer subject to federal, state and local, or non-U.S. income tax examinations by tax authorities for the years before 2010. The impact to tax expense in 2017 , 2016 and 2015 was not material. We file income tax returns in the U.S. federal jurisdiction, various states, and foreign jurisdictions, and we are routinely under audit by many different tax authorities. We believe that our accrual for tax liabilities is adequate for all open audit years based on an assessment of many factors including past experience and interpretations of tax law. This assessment relies on estimates and assumptions and may involve a series of complex judgments about future events. It is possible that tax examinations will be settled prior to December 31, 2018 . If any of these tax audit settlements do occur within that period, we would make any necessary adjustments to the accrual for unrecognized tax benefits. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt A summary of short-term and long-term debt outstanding is as follows: (in millions) December 31, 2017 2016 2.5% Senior Notes, due 2018 1 $ 399 $ 398 3.3% Senior Notes, due 2020 2 697 696 4.0% Senior Notes, due 2025 3 692 691 4.4% Senior Notes, due 2026 4 892 891 2.95% Senior Notes, due 2027 5 493 492 6.55% Senior Notes, due 2037 6 396 396 Total debt 3,569 3,564 Less: short-term debt including current maturities 399 — Long-term debt $ 3,170 $ 3,564 1 Interest payments are due semiannually on February 15 and August 15, and as of December 31, 2017 , the unamortized debt discount and issuance costs total $1 million . 2 Interest payments are due semiannually on February 14 and August 14, and as of December 31, 2017 , the unamortized debt discount and issuance costs total $3 million . 3 Interest payments are due semiannually on June 15 and December 15, and as of December 31, 2017 , the unamortized debt discount and issuance costs total $8 million . 4 Interest payments are due semiannually on February 15 and August 15, and as of December 31, 2017 , the unamortized debt discount and issuance costs total $8 million . 5 Interest payments are due semiannually on January 22 and July 22, and as of December 31, 2017 , the unamortized debt discount and issuance costs total $7 million . 6 Interest payments are due semiannually on May 15 and November 15, and as of December 31, 2017 , the unamortized debt discount and issuance costs total $4 million . Annual debt maturities are scheduled as follows based on book values as of December 31, 2017 : $399 million due in 2018, no amounts due in 2019, $697 million due in 2020, no amounts due in 2021, and $2.5 billion due thereafter. On September 22, 2016, we issued $500 million of 2.95% senior notes due in 2027. The notes are fully and unconditionally guaranteed by our wholly-owned subsidiary, Standard & Poor's Financial Services LLC. We used the net proceeds to fund the $400 million early repayment of our 5.9% senior notes due in 2017 on October 20, 2016, and intend to use the balance for general corporate purposes. On August 18, 2015, we issued $2.0 billion of senior notes consisting of $400 million of 2.5% senior notes due in 2018, $700 million of 3.3% senior notes due in 2020 and $900 million of 4.4% senior notes due in 2026. The notes are fully and unconditionally guaranteed by our wholly-owned subsidiary, Standard & Poor's Financial Services LLC. We used the net proceeds to finance the acquisition of SNL. On May 26, 2015, we issued $700 million of 4.0% senior notes due in 2025 and used a portion of the net proceeds for the repayment of short-term debt, including commercial paper. The 4.0% senior notes will mature on June 15, 2025 and are fully and unconditionally guaranteed by our wholly-owned subsidiary, Standard & Poor's Financial Services LLC. On June 30, 2017, we entered into a revolving $1.2 billion five -year credit agreement (our "credit facility") that will terminate on June 30, 2022. This credit facility replaced our $1.2 billion five -year credit facility that was scheduled to terminate on June 30, 2020. The previous credit facility was canceled immediately after the new credit facility became effective. There were no outstanding borrowings under the previous credit facility when it was replaced. We have the ability to borrow a total of $1.2 billion through our commercial paper program, which is supported by our credit facility. There were no commercial paper borrowings outstanding as of December 31, 2017 and 2016. Depending on our corporate credit rating, we pay a commitment fee of 8 to 17.5 basis points for our credit facility, whether or not amounts have been borrowed. We currently pay a commitment fee of 12.5 basis points. The interest rate on borrowings under our credit facility is, at our option, calculated using rates that are primarily based on either the prevailing London Inter-Bank Offer Rate, the prime rate determined by the administrative agent or the Federal Funds Rate. For certain borrowings under this credit facility, there is also a spread based on our corporate credit rating. Our credit facility contains certain covenants. The only financial covenant requires that our indebtedness to cash flow ratio, as defined in our credit facility, is not greater than 4 to 1 , and this covenant level has never been exceeded. |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments Our exposure to market risk includes changes in foreign exchange rates. We have operations in foreign countries where the functional currency is primarily the local currency. For international operations that are determined to be extensions of the parent company, the U.S. dollar is the functional currency. We typically have naturally hedged positions in most countries from a local currency perspective with offsetting assets and liabilities. As of December 31, 2017 and December 31, 2016 , we have entered into foreign exchange forward contracts to mitigate or hedge the effect of adverse fluctuations in foreign currency exchange rates. Foreign currency forward contracts are recorded at fair value that is based on foreign currency exchange rates in active markets; therefore, we classify these derivative contracts within Level 2 of the fair value hierarchy. We do not enter into any derivative financial instruments for speculative purposes. Undesignated Derivative Instruments During the three months ended December 31, 2017, we entered into foreign exchange forward contracts in order to mitigate the change in fair value of specific assets and liabilities in the consolidated balance sheet. These forward contracts do not qualify for hedge accounting. As of December 31, 2017, the aggregate notional value of these outstanding forward contracts was $130 million . The changes in fair value of these forward contracts are recorded in prepaid and other assets in the consolidated balance sheet with their corresponding change in fair value recognized into selling and general expenses in the consolidated statement of income. The net gain recorded in selling and general expense for the year ended December 31, 2017 related to these contracts was $3 million . Cash Flow Hedges During the three months ended March 31, 2017 and December 31, 2017, we entered into a series of foreign exchange forward contracts to hedge a portion of our Indian rupee, British pound, and Euro exposures through the fourth quarter of 2017 and 2018, respectively. These contracts are intended to offset the impact of the movement of exchange rates on future revenue and operating costs and are scheduled to mature within twelve months. The changes in the fair value of these contracts are initially reported in accumulated other comprehensive loss in our consolidated balance sheet and are subsequently reclassified into revenue and selling and general expenses in the same period that the hedged transaction affects earnings. During the three months ended March 31, 2016, we entered into a series of foreign exchange forward contracts to hedge a portion of our Indian Rupee exposure through the fourth quarter of 2016. These contracts were intended to offset the impact of the movement of exchange rates on future operating costs and matured at the end of each quarter during 2016. The changes in the fair value of these contracts were initially reported in accumulated other comprehensive loss in our consolidated balance sheet and subsequently reclassified into selling and general expenses in the same period that the hedge contract matures. As of December 31, 2017 , we estimate that $2 million of the net gains related to derivatives designated as cash flow hedges recorded in other comprehensive income is expected to be reclassified into earnings within the next twelve months. There was no material hedge ineffectiveness for the year ended December 31, 2017 . As of December 31, 2017 and December 31, 2016 , the aggregate notional value of our outstanding foreign currency forward contracts designated as cash flow hedges was $307 million and $65 million , respectively. The following table provides information on the location and fair value amounts of our cash flow hedges as of December 31, 2017 and December 31, 2016 : (in millions) December 31, December 31, Balance Sheet Location 2017 2016 Derivatives designated as cash flow hedges: Prepaid and other current assets Foreign exchange forward contracts $ 3 $ 3 The following table provides information on the location and amounts of pre-tax gains (losses) on our cash flow hedges for the years ended December 31 : (in millions) Gain (Loss) Recognized in Accumulated Other Comprehensive Loss (effective portion) Location of Gain Reclassified from Accumulated Other Comprehensive Loss into Income (effective portion) Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (effective portion) Cash flow hedges - designated as hedging instruments 2017 2016 2015 2017 2016 2015 Foreign exchange forward contracts $ — $ 3 $ — Selling and general expenses $ 9 $ 4 $ — The activity related to the change in unrealized gains (losses) in accumulated other comprehensive loss was as follows for the years ended December 31 : (in millions) Year ended December 31, 2017 2016 2015 Net unrealized gains (losses) on cash flow hedges, net of taxes, beginning of year $ 2 $ (1 ) $ (1 ) Change in fair value, net of tax 9 7 — Reclassification into earnings, net of tax (9 ) (4 ) — Net unrealized gains (losses) on cash flow hedges, net of taxes, end of year $ 2 $ 2 $ (1 ) |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Employee Benefits | Employee Benefits We maintain a number of active defined contribution retirement plans for our employees. The majority of our defined benefit plans are frozen. As a result, no new employees will be permitted to enter these plans and no additional benefits for current participants in the frozen plans will be accrued. We also have supplemental benefit plans that provide senior management with supplemental retirement, disability and death benefits. Certain supplemental retirement benefits are based on final monthly earnings. In addition, we sponsor voluntary 401(k) plans under which we may match employee contributions up to certain levels of compensation as well as profit-sharing plans under which we contribute a percentage of eligible employees' compensation to the employees' accounts. We also provide certain medical, dental and life insurance benefits for active and retired employees and eligible dependents. The medical and dental plans and supplemental life insurance plan are contributory, while the basic life insurance plan is noncontributory. We currently do not prefund any of these plans. We recognize the funded status of our retirement and postretirement plans in the consolidated balance sheets, with a corresponding adjustment to accumulated other comprehensive loss, net of taxes. The amounts in accumulated other comprehensive loss represent net unrecognized actuarial losses and unrecognized prior service costs. These amounts will be subsequently recognized as net periodic pension cost pursuant to our accounting policy for amortizing such amounts. Benefit Obligation A summary of the benefit obligation and the fair value of plan assets, as well as the funded status for the retirement and postretirement plans as of December 31, 2017 and 2016, is as follows (benefits paid in the table below include only those amounts contributed directly to or paid directly from plan assets): (in millions) Retirement Plans Postretirement Plans 2017 2016 2017 2016 Net benefit obligation at beginning of year $ 2,260 $ 2,199 $ 57 $ 80 Service cost 3 3 — — Interest cost 74 78 2 2 Plan participants’ contributions — — 3 4 Actuarial loss (gain) 107 196 (5 ) (6 ) Gross benefits paid (110 ) (121 ) (8 ) (10 ) Foreign currency effect 38 (75 ) — — Other adjustments 1 (43 ) (20 ) — (13 ) Net benefit obligation at end of year 2,329 2,260 49 57 Fair value of plan assets at beginning of year 2,073 2,023 — — Actual return on plan assets 263 259 — — Employer contributions 8 8 25 6 Plan participants’ contributions — — 3 4 Gross benefits paid (110 ) (121 ) (8 ) (10 ) Foreign currency effect 31 (74 ) — Other adjustments (46 ) (22 ) — Fair value of plan assets at end of year 2,219 2,073 20 — Funded status $ (110 ) $ (187 ) $ (29 ) $ (57 ) Amounts recognized in consolidated balance sheets: Non-current assets $ 114 $ 46 $ — $ — Current liabilities (9 ) (8 ) — (8 ) Non-current liabilities (215 ) (225 ) (29 ) (49 ) $ (110 ) $ (187 ) $ (29 ) $ (57 ) Accumulated benefit obligation $ 2,319 $ 2,251 Plans with accumulated benefit obligation in excess of the fair value of plan assets: Projected benefit obligation $ 224 $ 674 Accumulated benefit obligation $ 214 $ 665 Fair value of plan assets $ — $ 441 Amounts recognized in accumulated other comprehensive loss, net of tax: Net actuarial loss (gain) $ 451 $ 483 $ (37 ) $ (35 ) Prior service credit 1 1 (12 ) (13 ) Total recognized $ 452 $ 484 $ (49 ) $ (48 ) 1 Relates to the impact of retiree annuity purchases. The actuarial loss included in accumulated other comprehensive loss for our retirement plans and expected to be recognized in net periodic pension cost during the year ending December 31, 2018 is $19 million . There is no prior service credit included in accumulated other comprehensive loss for our retirement plans expected to be recognized in net periodic benefit cost during the year ending December 31, 2018 . There is an immaterial amount of actuarial loss and prior service credit included in accumulated other comprehensive loss for our postretirement plans expected to be recognized in net periodic benefit cost during the year ending December 31, 2018 . Net Periodic Benefit Cost For purposes of determining annual pension cost, prior service costs are being amortized straight-line over the average expected remaining lifetime of plan participants expected to receive benefits. A summary of net periodic benefit cost for our retirement and postretirement plans for the years ended December 31, is as follows: (in millions) Retirement Plans Postretirement Plans 2017 2016 2015 2017 2016 2015 Service cost $ 3 $ 3 $ 6 $ — $ — $ — Interest cost 74 78 96 2 2 3 Expected return on assets (126 ) (122 ) (127 ) — — — Amortization of: Actuarial loss (gain) 18 16 20 (2 ) (1 ) — Prior service (credit) cost — — — (2 ) — (1 ) Other 1 8 — — — — — Net periodic benefit cost $ (23 ) $ (25 ) $ (5 ) $ (2 ) $ 1 $ 2 1 Represents a charge related to our U.K retirement plan. Our U.K. retirement plan accounted for a benefit of $6 million in 2017 , $10 million in 2016 , and $10 million in 2015 of the net periodic benefit cost attributable to the funded plans. Other changes in plan assets and benefit obligations recognized in other comprehensive income, net of tax for the years ended December 31, are as follows: (in millions) Retirement Plans Postretirement Plans 2017 2016 2015 2017 2016 2015 Net actuarial (gain) loss $ (20 ) $ 60 $ (6 ) $ (3 ) $ (12 ) $ (17 ) Recognized actuarial (gain) loss (12 ) (10 ) (13 ) 1 1 — Prior service (credit) cost — — — 1 (8 ) 1 Other 1 (7 ) Total recognized $ (39 ) $ 50 $ (19 ) $ (1 ) $ (19 ) $ (16 ) 1 Represents a charge related to our U.K retirement plan. The total cost for our retirement plans was $70 million for 2017 , $69 million for 2016 and $91 million for 2015 . Included in the total retirement plans cost are defined contribution plans cost of $70 million for 2017 , $65 million for 2016 and $67 million for 2015 . Assumptions Retirement Plans Postretirement Plans 2017 2016 2015 2017 2016 2015 Benefit obligation: Discount rate 2 3.68 % 4.14 % 4.47 % 3.40 % 3.69 % 3.90 % Net periodic cost: Weighted-average healthcare cost rate 1 7.00 % 7.00 % 7.00 % Discount rate - U.S. plan 2 4.13 % 4.47 % 4.15 % 3.69 % 3.94 % 3.60 % Discount rate - U.K. plan 2 2.58 % 3.84 % 3.80 % Return on assets 3 6.25 % 6.25 % 6.25 % 1 The assumed weighted-average healthcare cost trend rate will decrease ratably from 7% in 2017 to 5% in 2024 and remain at that level thereafter. Assumed healthcare cost trends have an effect on the amounts reported for the healthcare plans. A one percentage point change in assumed healthcare cost trend creates the following effects: (in millions) 1% point increase 1% point decrease Effect on postretirement obligation $ — $ — 2 Effective January 1, 2017, we changed our discount rate assumption on our U.S. retirement plans to 4.13% from 4.47% in 2016 and changed our discount rate assumption on our U.K. plan to 2.58% from 3.84% in 2016 . At the end of 2015, we changed our approach used to measure service and interest costs on all of our retirement plans. For 2015 and prior periods presented, we measured service and interest costs utilizing a single weighted-average discount rate derived from the yield curve used to measure the benefit obligation. For 2016 and 2017, we elected to measure service and interest costs by applying the specific spot rates along that yield curve to the plans' liability cash flows. We believe this new approach provides a more precise measurement of service and interest costs by aligning the timing of the plans' liability cash flows to the corresponding spot rates on the yield curve. This change does not affect the measurement of our benefit obligation. We have accounted for this change as a change in accounting estimate that is inseparable from a change in accounting principle and, accordingly, have accounted for it on a prospective basis. Pension and postretirement medical costs decreased by approximately $10 million in 2017 and $14 million in 2016 as a result of this change. 3 The expected return on assets assumption is calculated based on the plan’s asset allocation strategy and projected market returns over the long-term. Effective January 1, 2018, our return on assets assumption for the U.S. plan and U.K. plan decreased to 6.00% from 6.25% . Cash Flows In December of 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the “Act”) was enacted. The Act established a prescription drug benefit under Medicare, known as “Medicare Part D”, and a federal subsidy to sponsors of retiree healthcare benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D. Our benefits provided to certain participants are at least actuarially equivalent to Medicare Part D, and, accordingly, we are entitled to a subsidy. Expected employer contributions in 2018 are $9 million and $7 million for our retirement and postretirement plans respectively. In 2018 , we may elect to make additional non-required contributions depending on investment performance and the pension plan status. Information about the expected cash flows for our retirement and postretirement plans and the impact of the Medicare subsidy is as follows: (in millions) Postretirement Plans 2 Retirement 1 Plans Gross payments Retiree contributions Medicare subsidy 3 Net payments 2018 $ 88 $ 9 $ (3 ) $ — $ 6 2019 90 8 (3 ) — 5 2020 93 8 (2 ) — 6 2021 96 7 (2 ) — 5 2022 99 6 (2 ) — 4 2023-2027 527 24 (9 ) — 15 1 Reflects the total benefits expected to be paid from the plans or from our assets including both our share of the benefit cost and the participants’ share of the cost. 2 Reflects the total benefits expected to be paid from our assets. 3 Expected medicare subsidy amounts, for the years presented, are less than $1 million . Fair Value of Plan Assets In accordance with authoritative guidance for fair value measurements certain assets and liabilities are required to be recorded at fair value. Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value hierarchy has been established which requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs used to measure fair value are as follows: • Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities. • Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The fair value of our defined benefit plans assets as of December 31, 2017 and 2016 , by asset class is as follows: (in millions) December 31, 2017 Total Level 1 Level 2 Level 3 Cash and short-term investments $ 10 $ 10 $ — $ — Equities: U.S. indexes 1 50 50 — — U.S. growth and value 109 109 — — U.K. 5 5 — — International, excluding U.K. 45 45 — — Fixed income: Long duration strategy 2 1,076 — 1,076 — Intermediate duration securities 35 — 35 — Agency mortgage backed securities 5 — 5 — Asset backed securities 19 — 19 — Non-agency mortgage backed securities 3 15 — 15 — International, excluding U.K. 18 — 18 — Real Estate U.K. 4 39 — — 39 Total $ 1,426 $ 219 $ 1,168 $ 39 Collective investment funds $ 793 Total $ 2,219 (in millions) December 31, 2016 Total Level 1 Level 2 Level 3 Cash, short-term investments, and other $ 38 $ 38 $ — $ — Equities: U.S. indexes 1 69 69 — — U.S. growth and value 103 103 — — U.K. 3 3 — — International, excluding U.K. 38 38 — — Fixed income: Long duration strategy 2 970 — 970 — Intermediate duration securities 32 — 32 — Agency mortgage backed securities 5 — 5 — Asset backed securities 19 — 19 — Non-agency mortgage backed securities 3 20 — 20 — International 16 — 16 — Real Estate U.K. 4 11 — — 11 Total $ 1,324 $ 251 $ 1,062 $ 11 Collective investment funds $ 749 Total $ 2,073 1 Includes securities that are tracked in the S&P Smallcap 600 index. 2 Includes securities that are mainly investment grade obligations of issuers in the U.S. 3 Includes U.S. mortgage-backed securities that are not backed by the U.S. government. 4 Includes a fund which holds real estate properties in the U.K. For securities that are quoted in active markets, the trustee/custodian determines fair value by applying securities’ prices obtained from its pricing vendors. For commingled funds that are not actively traded, the trustee applies pricing information provided by investment management firms to the unit quantities of such funds. Investment management firms employ their own pricing vendors to value the securities underlying each commingled fund. Underlying securities that are not actively traded derive their prices from investment managers, which in turn, employ vendors that use pricing models (e.g., discounted cash flow, comparables). The domestic defined benefit plans have no investment in our stock, except through the S&P 500 commingled trust index fund. The trustee obtains estimated prices from vendors for securities that are not easily quotable and they are categorized accordingly as Level 3. The following table details further information on our plan assets where we have used significant unobservable inputs (Level 3): (in millions) Level 3 Balance as of December 31, 2016 $ 11 Purchases 28 Distributions (1 ) Gain (loss) 1 Balance as of December 31, 2017 $ 39 Pension Trusts’ Asset Allocations There are two pension trusts, one in the U.S. and one in the U.K. • The U.S. pension trust had assets of $ 1,739 million and $1,632 million as of December 31, 2017 and 2016 respectively, and the target allocations in 2017 include 68% fixed income, 27% domestic equities and 5% international equities. • The U.K. pension trust had assets of $480 million and $441 million as of December 31, 2017 and 2016 , respectively, and the target allocations in 2017 include 40% fixed income, 30% diversified growth funds, 20% equities and 10% real estate. The pension assets are invested with the goal of producing a combination of capital growth, income and a liability hedge. The mix of assets is established after consideration of the long-term performance and risk characteristics of asset classes. Investments are selected based on their potential to enhance returns, preserve capital and reduce overall volatility. Holdings are diversified within each asset class. The portfolios employ a mix of index and actively managed equity strategies by market capitalization, style, geographic regions and economic sectors. The fixed income strategies include U.S. long duration securities, opportunistic fixed income securities and U.K. debt instruments. The short-term portfolio, whose primary goal is capital preservation for liquidity purposes, is composed of government and government-agency securities, uninvested cash, receivables and payables. The portfolios do not employ any financial leverage. U.S. Defined Contribution Plans Assets of the defined contribution plans in the U.S. consist primarily of investment options which include actively managed equity, indexed equity, actively managed equity/bond funds, target date funds, S&P Global Inc. common stock, stable value and money market strategies. There is also a self-directed mutual fund investment option. The plans purchased 228,248 shares and sold 297,750 shares of S&P Global Inc. common stock in 2017 and purchased 216,035 shares and sold 437,283 shares of S&P Global Inc. common stock in 2016 . The plans held approximately 1.5 million shares of S&P Global Inc. common stock as of December 31, 2017 and 1.6 million shares as of December 31, 2016 , with market values of $255 million and $171 million , respectively. The plans received dividends on S&P Global Inc. common stock of $3 million and $2 million during the years ended December 31, 2017 and December 31, 2016 respectively. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation We issue stock-based incentive awards to our eligible employees and Directors under the 2002 Employee Stock Incentive Plan and a Director Deferred Stock Ownership Plan. • 2002 Employee Stock Incentive Plan (the “2002 Plan”) – The 2002 Plan permits the granting of nonqualified stock options, stock appreciation rights, performance stock, restricted stock and other stock-based awards. • Director Deferred Stock Ownership Plan – Under this plan, common stock reserved may be credited to deferred stock accounts for eligible Directors. In general, the plan requires that 50% of eligible Directors’ annual compensation plus dividend equivalents be credited to deferred stock accounts. Each Director may also elect to defer all or a portion of the remaining compensation and have an equivalent number of shares credited to the deferred stock account. Recipients under this plan are not required to provide consideration to us other than rendering service. Shares will be delivered as of the date a recipient ceases to be a member of the Board of Directors or within five years thereafter, if so elected. The plan will remain in effect until terminated by the Board of Directors or until no shares of stock remain available under the plan. The number of common shares reserved for issuance are as follows: (in millions) December 31, 2017 2016 Shares available for granting under the 2002 Plan 33.8 33.5 Options outstanding 2.1 3.8 Total shares reserved for issuance 1 35.9 37.3 1 Shares reserved for issuance under the Director Deferred Stock Ownership Plan are not included in the total, but are less than 0.1 million . We issue treasury shares upon exercise of stock options and the issuance of restricted stock and unit awards. To offset the dilutive effect of the exercise of employee stock options, we periodically repurchase shares. See Note 9 – Equity for further discussion. Stock-based compensation expense and the corresponding tax benefit are as follows: (in millions) Year Ended December 31, 2017 2016 2015 Stock option expense $ 3 $ 7 $ 14 Restricted stock and unit awards expense 96 69 64 Total stock-based compensation expense $ 99 $ 76 $ 78 Tax benefit $ 38 $ 29 $ 29 Stock Options Stock options may not be granted at a price less than the fair market value of our common stock on the date of grant. Stock options granted vest over a three year service period in equal annual installments and have a maximum term of 10 years . Stock option compensation costs are recognized from the date of grant, utilizing a three -year graded vesting method. Under this method, one-third of the costs are ratably recognized over the first twelve months , one-third of the costs are ratably recognized over a twenty-four month period starting from the date of grant with the remaining costs ratably recognized over a thirty-six month period starting from the date of grant. We use a lattice-based option-pricing model to estimate the fair value of options granted. The following assumptions were used in valuing the options granted: Year Ended December 31, 2015 Risk-free average interest rate 0.2 - 1.9% Dividend yield 1.4% Volatility 21 - 39% Expected life (years) 6.3 Weighted-average grant-date fair value per option $ 27.57 Because lattice-based option-pricing models incorporate ranges of assumptions, those ranges are disclosed. These assumptions are based on multiple factors, including historical exercise patterns, post-vesting termination rates, expected future exercise patterns and the expected volatility of our stock price. The risk-free interest rate is the imputed forward rate based on the U.S. Treasury yield at the date of grant. We use the historical volatility of our stock price over the expected term of the options to estimate the expected volatility. The expected term of options granted is derived from the output of the lattice model and represents the period of time that options granted are expected to be outstanding. During 2015, we stopped granting stock options as part of our employees' total stock-based incentive awards. There were no stock options granted in 2017 and 2016 and a minimal amount of stock options granted in 2015. Stock option activity is as follows: (in millions, except per award amounts) Shares Weighted average exercise price Weighted-average remaining years of contractual term Aggregate intrinsic value Options outstanding as of December 31, 2016 3.8 $ 43.36 Exercised (1.7 ) $ 113.04 Forfeited and expired 1 — $ 72.35 Options outstanding as of December 31, 2017 2.1 $ 44.09 3.5 $ 270 Options exercisable as of December 31, 2017 2.1 $ 44.08 3.5 $ 270 1 There are less 0.1 million shares forfeited and expired. (in millions, except per award amounts) Shares Weighted-average grant-date fair value Nonvested options outstanding as of December 31, 2016 0.2 $ 23.42 Vested (0.2 ) $ 23.40 Forfeited 1 — $ 24.22 Nonvested options outstanding as of December 31, 2017 — $ 27.52 Total unrecognized compensation expense related to nonvested options 2 $ — Weighted-average years to be recognized over 0.1 1 There are less than 0.1 million shares forfeited. 2 There is less than $1 million of unrecognized compensation expense related to nonvested options. The total fair value of our stock options that vested during the years ended December 31, 2017 , 2016 and 2015 was $4 million , $7 million and $11 million , respectively. Information regarding our stock option exercises is as follows: (in millions) Year Ended December 31, 2017 2016 2015 Net cash proceeds from the exercise of stock options $ 75 $ 88 $ 86 Total intrinsic value of stock option exercises $ 118 $ 95 $ 94 Income tax benefit realized from stock option exercises $ 64 $ 41 $ 49 Restricted Stock and Unit Awards Restricted stock and unit awards (performance and non-performance) have been granted under the 2002 Plan. Performance unit awards will vest only if we achieve certain financial goals over the performance period. Restricted stock non-performance awards have various vesting periods (generally three years ), with vesting beginning on the first anniversary of the awards. Recipients of restricted stock and unit awards are not required to provide consideration to us other than rendering service. The stock-based compensation expense for restricted stock and unit awards is determined based on the market price of our stock at the grant date of the award applied to the total number of awards that are anticipated to fully vest. For performance unit awards, adjustments are made to expense dependent upon financial goals achieved. Restricted stock and unit activity for performance and non-performance awards is as follows: (in millions, except per award amounts) Shares Weighted-average grant-date fair value Nonvested shares as of December 31, 2016 1.0 $ 106.31 Granted 0.8 $ 147.12 Vested (1.0 ) $ 156.16 Forfeited 1 — $ 107.96 Nonvested shares as of December 31, 2017 0.8 $ 124.91 Total unrecognized compensation expense related to nonvested awards $ 66 Weighted-average years to be recognized over 1.6 1 There are less than 0.1 million shares forfeited. Year Ended December 31, 2017 2016 2015 Weighted-average grant-date fair value per award $ 147.12 $ 93.01 $ 77.06 Total fair value of restricted stock and unit awards vested $ 147 $ 99 $ 155 Tax benefit relating to restricted stock activity $ 36 $ 26 $ 24 |
Equity
Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Equity | Equity Capital Stock Two million shares of preferred stock, par value $1 per share, are authorized; none have been issued. On February 2, 2018 , the Board of Directors approved an increase in the dividends for 2018 to a quarterly rate of $0.50 per common share. Year Ended December 31, 2017 2016 2015 Quarterly dividend rate $ 0.41 $ 0.36 $ 0.33 Annualized dividend rate $ 1.64 $ 1.44 $ 1.32 Dividends paid (in millions) $ 421 $ 380 $ 363 Stock Repurchases On December 4, 2013, the Board of Directors approved a share repurchase program authorizing the purchase of 50 million shares, which was approximately 18% of the total shares of our outstanding common stock at that time. Share repurchases were as follows: (in millions, except average price) Year Ended December 31, 2017 2016 2015 Total number of shares purchased 1 6.8 9.7 10.1 Average price paid per share 2 $ 147.74 $ 113.36 $ 99.00 Total cash utilized 2 $ 1,001 $ 1,097 $ 1,000 1 2017 and 2016 includes shares received as part of our accelerated share repurchase agreements as described in more detail below. 2 In December of 2015, 0.3 million shares were repurchased for approximately $26 million , which settled in January of 2016. Excluding these 0.3 million shares, the average price paid per share was $98.98 . Cash used for financing activities only reflects those shares which settled during the year ended December 31, 2017 , 2016 and 2015 resulting in $1,001 million , $1,123 million and $974 million of cash used to repurchase shares, respectively. Our purchased shares may be used for general corporate purposes, including the issuance of shares for stock compensation plans and to offset the dilutive effect of the exercise of employee stock options. As of December 31, 2017 , 19 million shares remained available under our current share repurchase program. Our current share repurchase program has no expiration date and purchases under this program may be made from time to time on the open market and in private transactions, depending on market conditions. Accelerated Share Repurchase Agreements We entered into an accelerated share repurchase ("ASR") agreement with a financial institution on August 1, 2017 to initiate share repurchases aggregating $500 million . The ASR agreement was structured as an uncapped ASR agreement in which we paid $500 million and received an initial delivery of approximately 2.8 million shares, representing 85% of the $500 million at a price equal to the then market price of the Company. We completed the ASR agreement on October 31, 2017 and received an additional 0.5 million shares. We repurchased a total of 3.2 million shares under the ASR agreement for an average purchase price of $154.46 per share. The total number of shares repurchased under the ASR agreement is equal to $500 million divided by the volume weighted-average share price, less a discount. The repurchased shares are held in Treasury. The ASR agreement was executed under the current share repurchase program, approved on December 4, 2013. Using a portion of the proceeds received from the sale of J.D. Power, we entered into an ASR agreement with a financial institution on September 7, 2016 to initiate share repurchases aggregating $750 million . The ASR agreement was structured as a capped ASR agreement in which we paid $750 million and received an initial delivery of approximately 4.4 million shares and an additional amount of 0.9 million shares during the month of September 2016, representing the minimum number of shares of our common stock to be repurchased based on a calculation using a specified capped price per share. We completed the ASR agreement on December 7, 2016 and received an additional 0.9 million shares, which settled on December 12, 2016. We repurchased a total of 6.1 million shares under the ASR agreement for an average purchase price of $122.18 per share. The total number of shares repurchased under the ASR agreement was based on the volume weighted-average share price, minus a discount, of our common stock over the term of the ASR agreement. The repurchased shares are held in Treasury. The ASR agreement was executed under the current share repurchase program, approved on December 4, 2013. The ASR agreements were accounted for as two transactions: a stock purchase transaction and a forward stock purchase contract. The shares delivered under the ASR agreement resulted in a reduction of our outstanding shares used to determine our weighted average common shares outstanding for purposes of calculating basic and diluted earnings per share. The forward stock purchase contract was classified as an equity instrument. Redeemable Noncontrolling Interests The agreement with the minority partners that own 27% of our S&P Dow Jones Indices LLC joint venture contains redemption features whereby interests held by minority partners are redeemable either (i) at the option of the holder or (ii) upon the occurrence of an event that is not solely within our control. Specifically, under the terms of the operating agreement of S&P Dow Jones Indices LLC, after December 31, 2017, CME Group and CME Group Index Services LLC ("CGIS") will have the right at any time to sell, and we are obligated to buy, at least 20% of their share in S&P Dow Jones Indices LLC. In addition, in the event there is a change of control of the Company, for the 15 days following a change in control, CME Group and CGIS will have the right to put their interest to us at the then fair value of CME Group's and CGIS' minority interest. If interests were to be redeemed under this agreement, we would generally be required to purchase the interest at fair value on the date of redemption. This interest is presented on the consolidated balance sheets outside of equity under the caption “Redeemable noncontrolling interest” with an initial value based on fair value for the portion attributable to the net assets we acquired, and based on our historical cost for the portion attributable to our S&P Index business. We adjust the redeemable noncontrolling interest each reporting period to its estimated redemption value, but never less than its initial fair value, considering a combination of an income and market valuation approach. Our income and market valuation approaches may incorporate Level 3 fair value measures for instances when observable inputs are not available, including assumptions related to expected future net cash flows, long-term growth rates, the timing and nature of tax attributes, and the redemption features. Any adjustments to the redemption value will impact retained income. Noncontrolling interests that do not contain such redemption features are presented in equity. Ch anges to redeemable noncontrolling interest during the year ended December 31, 2017 were as follows: (in millions) Balance as of December 31, 2016 $ 1,080 Net income attributable to noncontrolling interest 127 Distributions to noncontrolling interest (117 ) Redemption value adjustment 260 Balance as of December 31, 2017 $ 1,350 Accumulated Other Comprehensive Loss The following table summarizes the changes in the components of accumulated other comprehensive loss for the year ended December 31, 2017 : (in millions) Foreign Currency Translation Adjustment Pension and Postretirement Benefit Plans 1 Unrealized Gain (Loss) on Forward Exchange Contracts 2 Unrealized Loss on Investment Accumulated Other Comprehensive Loss Balance as of December 31, 2016 $ (332 ) $ (443 ) $ 2 — $ (773 ) Other comprehensive income before reclassifications 93 30 9 (10 ) 122 Reclassifications from accumulated other comprehensive loss to net earnings — 11 (9 ) — 2 Net other comprehensive income 93 41 — (10 ) 124 Balance as of December 31, 2017 $ (239 ) $ (402 ) $ 2 $ (10 ) $ (649 ) 1 See Note 7 — Employee Benefits for additional details of items reclassed from accumulated other comprehensive loss to net earnings. 2 See Note 6 — Derivative Instruments for additional details of items reclassed from accumulated other comprehensive loss to net earnings. The net actuarial loss and prior service cost related to pension and other postretirement benefit plans included in other comprehensive income is net of a tax provision of $5 million for the year ended December 31, 2017 . |
Earnings per Share
Earnings per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share Basic earnings per common share ("EPS") is computed by dividing net income attributable to the common shareholders of the Company by the weighted-average number of common shares outstanding. Diluted EPS is computed in the same manner as basic EPS, except the number of shares is increased to include additional common shares that would have been outstanding if potential common shares with a dilutive effect had been issued. Potential common shares consist primarily of stock options and restricted performance shares calculated using the treasury stock method. The calculation for basic and diluted EPS is as follows: (in millions, except per share data) Year Ended December 31, 2017 2016 2015 Amount attributable to S&P Global Inc. common shareholders: Net income $ 1,496 $ 2,106 $ 1,156 Basic weighted-average number of common shares outstanding 256.3 262.8 271.6 Effect of stock options and other dilutive securities 2.6 2.4 3.0 Diluted weighted-average number of common shares outstanding 258.9 265.2 274.6 Earnings per share attributable to S&P Global Inc. common shareholders: Net income: Basic $ 5.84 $ 8.02 $ 4.26 Diluted $ 5.78 $ 7.94 $ 4.21 Each period we have certain stock options and restricted performance shares that are potentially excluded from the computation of diluted EPS. The effect of the potential exercise of stock options is excluded when the average market price of our common stock is lower than the exercise price of the related option during the period or when a net loss exists because the effect would have been antidilutive. Additionally, restricted performance shares are excluded because the necessary vesting conditions had not been met or when a net loss exists. As of December 31, 2017 , 2016 and 2015, there were no stock options excluded. Restricted performance shares outstanding of 0.6 million , 0.7 million and 0.9 million as of December 31, 2017 , 2016 and 2015 , respectively, were excluded. |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring During 2017 and 2016 , we continued to evaluate our cost structure and further identified cost savings associated with streamlining our management structure and our decision to exit non-strategic businesses. Our 2017 and 2016 restructuring plans consisted of a company-wide workforce reduction of approximately 520 and 230 positions, respectively, and are further detailed below. The charges for each restructuring plan are classified as selling and general expenses within the consolidated statements of income and the reserves are included in other current liabilities in the consolidated balance sheets. In certain circumstances, reserves are no longer needed because of efficiencies in carrying out the plans or because employees previously identified for separation resigned from the Company and did not receive severance or were reassigned due to circumstances not foreseen when the original plans were initiated. In these cases, we reverse reserves through the consolidated statements of income during the period when it is determined they are no longer needed. There was approximately $7 million of reserves from the 2016 restructuring plan that we have reversed in 2017, which offset the initial charge of $30 million recorded for the 2016 restructuring plan. Also, there was approximately $7 million of reserves from the 2015 restructuring plan that we have reversed in 2016, which offset the initial charge of $63 million recorded for the 2015 restructuring plan. The initial restructuring charge recorded and the ending reserve balance as of December 31, 2017 by segment is as follows: 2017 Restructuring Plan 2016 Restructuring Plan (in millions) Initial Charge Recorded Ending Reserve Balance Initial Charge Recorded Ending Reserve Balance Ratings $ 25 $ 24 $ 14 4 Market and Commodities Intelligence 9 5 10 3 Indices — — 1 — Corporate 10 10 5 1 Total $ 44 $ 39 $ 30 $ 8 For the year ended December 31, 2017 , we have reduced the reserve for the 2017 restructuring plan by $5 million and for the years ended December 31, 2017 and 2016 , we have reduced the reserve for the 2016 restructuring plan by $15 million and $7 million , respectively. The reductions primarily related to cash payments for employee severance costs. |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | Segment and Geographic Information As discussed in Note 1 – Accounting Policies , we have three reportable segments: Ratings, Market and Commodities Intelligence and Indices. Our Chief Executive Officer is our chief operating decision-maker and evaluates performance of our segments and allocates resources based primarily on operating profit. Segment operating profit does not include unallocated expense or interest expense, as these are costs that do not affect the operating results of our segments. We use the same accounting policies for our segments as those described in Note 1 – Accounting Policies . Segment information for the years ended December 31 is as follows: (in millions) Revenue Operating Profit 2017 2016 2015 2017 2016 2015 Ratings 1 $ 2,988 $ 2,535 $ 2,428 $ 1,524 $ 1,262 $ 1,078 Market and Commodities Intelligence 2 2,452 2,585 2,376 793 1,822 585 Indices 3 733 639 597 471 412 392 Intersegment elimination 4 (110 ) (98 ) (88 ) — — — Total operating segments 6,063 5,661 5,313 2,788 3,496 2,055 Unallocated expense 5 — — — (178 ) (127 ) (138 ) Total $ 6,063 $ 5,661 $ 5,313 $ 2,610 $ 3,369 $ 1,917 1 Operating profit for the year ended December 31, 2017 includes legal settlement expenses of $55 million and employee severance charges of $25 million . Operating profit for the year ended December 31, 2016 primarily includes a benefit related to net legal settlement insurance recoveries of $10 million and employee severance charges of $6 million . Operating profit for the year ended December 31, 2015 includes net legal settlement expenses of $54 million and employee severance charges of $13 million . Additionally, operating profit includes amortization of intangibles from acquisitions of $4 million for the year ended December 31, 2017 and $5 million for the years ended December 31, 2016 and 2015 . 2 Operating profit for the year ended December 31, 2017 includes non-cash acquisition and disposition-related adjustments of $15 million , employee severance charges of $9 million , a charge to exit a leased facility of $6 million , and an asset-write off of $2 million . Operating profit for the year ended December 31, 2016 includes a $1.1 billion gain from our dispositions, disposition-related costs of $48 million , a technology-related impairment charge of $24 million and an acquisition-related cost of $1 million . Operating profit for the year ended December 31, 2015 includes acquisition-related costs related to the acquisition of SNL of $37 million and costs related to identified operating efficiencies primarily related to employee severance charges of $33 million . Additionally, operating profit includes amortization of intangibles from acquisitions of $87 million , $85 million and $57 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. 3 Operating profit includes amortization of intangibles from acquisitions of $7 million , $6 million and $5 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. 4 Revenue for Ratings and expenses for Market and Commodities Intelligence include an intersegment royalty charged to Market and Commodities Intelligence for the rights to use and distribute content and data developed by Ratings. 5 The year ended December 31, 2017 includes a charge to exit leased facilities of $19 million , employee severance charges of $10 million and a pension related charge of $8 million . The year ended December 31, 2016 includes $3 million from a disposition-related reserve release. The year ended December 31, 2015 includes a gain of $11 million related to the sale of our interest in a legacy McGraw Hill Construction investment and costs related to identified operating efficiencies primarily related to employee severance charges of $10 million . (in millions) Depreciation & Amortization Capital Expenditures 2017 2016 2015 2017 2016 2015 Ratings $ 34 $ 34 $ 43 $ 45 $ 42 $ 48 Market and Commodities Intelligence 128 131 99 52 57 78 Indices 9 8 8 3 3 4 Total operating segments 171 173 150 100 102 130 Corporate 9 8 7 23 13 9 Total $ 180 $ 181 $ 157 $ 123 $ 115 $ 139 Segment information as of December 31 is as follows: (in millions) Total Assets 2017 2016 Ratings $ 788 $ 612 Market and Commodities Intelligence 4,172 4,104 Indices 1,270 1,247 Total operating segments 6,230 5,963 Corporate 1 3,190 2,699 Assets held for sale 2 5 7 Total $ 9,425 $ 8,669 1 Corporate assets consist principally of cash and cash equivalents, assets for pension benefits, deferred income taxes and leasehold improvements related to subleased areas. 2 Includes East Windsor, New Jersey facility and QuantHouse as of December 31, 2017 and 2016, respectively. We do not have operations in any foreign country that represent more than 7% of our consolidated revenue. Transfers between geographic areas are recorded at agreed upon prices and intercompany revenue and profit are eliminated. No single customer accounted for more than 10% of our consolidated revenue. The following provides revenue and long-lived assets by geographic region: (in millions) Revenue Long-lived Assets Year ended December 31, December 31, 2017 2016 2015 2017 2016 U.S. $ 3,658 $ 3,461 $ 3,202 $ 4,285 $ 4,335 European region 1,473 1,330 1,265 346 341 Asia 594 575 566 54 58 Rest of the world 338 295 280 49 46 Total $ 6,063 $ 5,661 $ 5,313 $ 4,734 $ 4,780 Revenue Long-lived Assets Year ended December 31, December 31, 2017 2016 2015 2017 2016 U.S. 60 % 61 % 60 % 91 % 91 % European region 24 24 24 7 7 Asia 10 10 11 1 1 Rest of the world 6 5 5 1 1 Total 100 % 100 % 100 % 100 % 100 % See Note 2 – Acquisitions and Divestitures and Note 11 – Restructuring , for actions that impacted the segment operating results. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Related Party Agreement In June of 2012, we entered into a license agreement (the "License Agreement") with the holder of S&P Dow Jones Indices LLC noncontrolling interest, CME Group, which replaced the 2005 license agreement between Indices and CME Group. Under the terms of the License Agreement, S&P Dow Jones Indices LLC receives a share of the profits from the trading and clearing of CME Group's equity index products. During the years ended December 31, 2017 , 2016 and 2015 , S&P Dow Jones Indices LLC earned $74 million , $76 million and $63 million of revenue under the terms of the License Agreement, respectively. The entire amount of this revenue is included in our consolidated statement of income and the portion related to the 27% noncontrolling interest is removed in net income attributable to noncontrolling interests. Rental Expense and Lease Obligations We are committed under lease arrangements covering property, computer systems and office equipment. Leasehold improvements are amortized on a straight-line basis over the shorter of their economic lives or their lease term. Certain lease arrangements contain escalation clauses covering increased costs for various defined real estate taxes and operating services and the associated fees are recognized on a straight-line basis over the minimum lease period. Rental expense for property and equipment under all operating lease agreements is as follows: (in millions) Year ended December 31, 2017 2016 2015 Gross rental expense $ 177 $ 179 $ 182 Less: sublease revenue (17 ) (16 ) (14 ) Less: rent credit — — (4 ) Net rental expense $ 160 $ 163 $ 164 Cash amounts for future minimum rental commitments under existing non-cancelable leases with a remaining term of more than one year, along with minimum sublease rental income to be received under non-cancelable subleases are shown in the following table. (in millions) Rent commitment Sublease income Net rent 2018 $ 122 $ (17 ) $ 105 2019 109 (17 ) 92 2020 83 (3 ) 80 2021 71 — 71 2022 69 — 69 2023 and beyond 516 — 516 Total $ 970 $ (37 ) $ 933 Legal & Regulatory Matters In the normal course of business both in the United States and abroad, the Company and its subsidiaries are defendants in a number of legal proceedings and are often the subject of government and regulatory proceedings, investigations and inquiries. Many of these proceedings, investigations and inquiries relate to the ratings activity of S&P Global Ratings brought by issuers and alleged purchasers of rated securities. In addition, various government and self-regulatory agencies frequently make inquiries and conduct investigations into our compliance with applicable laws and regulations, including those related to ratings activities and antitrust matters. Any of these proceedings, investigations or inquiries could ultimately result in adverse judgments, damages, fines, penalties or activity restrictions, which could adversely impact our consolidated financial condition, cash flows, business or competitive position. The Company believes that it has meritorious defenses to the pending claims and potential claims in the matters described below and is diligently pursuing these defenses, and in some cases working to reach an acceptable negotiated resolution. However, in view of the uncertainty inherent in litigation and government and regulatory enforcement matters, we cannot predict the eventual outcome of these matters or the timing of their resolution, or in most cases reasonably estimate what the eventual judgments, damages, fines, penalties or impact of activity restrictions may be. As a result, we cannot provide assurance that the outcome of the matters described below will not have a material adverse effect on our consolidated financial condition, cash flows, business or competitive position. As litigation or the process to resolve pending matters progresses, as the case may be, we will continue to review the latest information available and assess our ability to predict the outcome of such matters and the effects, if any, on our consolidated financial condition, cash flows, business and competitive position, which may require that we record liabilities in the consolidated financial statements in future periods. With respect to the matters identified below, we have recognized a liability when both (a) information available indicates that it is probable that a liability has been incurred as of the date of these financial statements and (b) the amount of loss can reasonably be estimated. S&P Global Ratings Financial Crisis Litigation The Company and its subsidiaries continue to defend civil cases brought by private and public plaintiffs arising out of ratings activities prior to and during the global financial crisis of 2008-2009. Included in these civil cases are several lawsuits in Australia against the Company and Standard & Poor’s International, LLC relating to alleged investment losses in collateralized debt obligations (“CDOs”) rated by S&P Global Ratings. We can provide no assurance that we will not be obligated to pay significant amounts in order to resolve these matters on terms deemed acceptable. U.S. Securities and Exchange Commission As a nationally recognized statistical rating organization registered with the SEC under Section 15E of the Securities Exchange Act of 1934, S&P Global Ratings is in ongoing communication with the staff of the SEC regarding compliance with its extensive obligations under the federal securities laws. Although S&P Global Ratings seeks to promptly address any compliance issues that it detects or that the staff of the SEC raises, there can be no assurance that the SEC will not seek remedies against S&P Global Ratings for one or more compliance deficiencies. Trani Prosecutorial Proceeding In 2014, the prosecutor in the Italian city of Trani obtained criminal indictments against several current and former S&P Global Ratings managers and ratings analysts for alleged market manipulation, and against Standard & Poor’s Credit Market Services Europe under Italy’s vicarious liability statute, for having allegedly failed to properly supervise the ratings analysts and prevent them from committing market manipulation. The prosecutor’s theories were based on various actions by S&P Global Ratings taken with respect to Italian sovereign debt between May of 2011 and January of 2012. On March 30, 2017, following trial, the court in Trani issued an oral verdict acquitting each of the individual defendants and Standard & Poor’s Credit Market Services Europe of all charges, and on September 27, 2017, the court filed a written opinion supporting the verdict. The prosecutor did not appeal, and the verdict is now final. Shareholder Derivative Actions In August of 2015, two purported shareholders commenced a putative derivative action on behalf of the Company in New York State Supreme Court titled Retirement Plan for General Employees of the City of North Miami Beach and Robin Stein v. Harold McGraw III, et al. The complaint asserts claims for, among other things, breach of fiduciary duty, waste of corporate assets, and mismanagement against the board of directors and certain former directors and employees of the Company. Plaintiffs seek recovery from the defendants based primarily on allegations that S&P Global Ratings’ credit ratings practices for certain residential mortgage-backed securities and collateralized debt obligations misrepresented the credit risks of those securities, allegedly resulting in losses to the Company. In January of 2016, a different purported shareholder commenced a separate putative derivative action on behalf of the Company in New York State Supreme Court titled L.A. Grika v. Harold McGraw III, et al. The allegations in the complaint are substantially similar to those in the North Miami Beach matter. The complaint asserts claims for, among other things, breach of fiduciary duty, aiding and abetting breaches of fiduciary duty, unjust enrichment, contribution and indemnification against Harold McGraw III, Douglas L. Peterson, and nine former employees of the Company. The Grika matter was transferred to the judge presiding over the North Miami Beach matter. In December of 2016, the court issued orders granting the Company's motions to dismiss both the North Miami Beach and Grika matters. In January of 2017, the plaintiffs in both matters filed notices of appeal. Briefing on the North Miami Beach appeal is now complete, and oral argument was held on January 23, 2018. The plaintiff in the Grika matter filed a brief in support of his appeal on January 2, 2018, and the Company and the individual defendants filed briefs in opposition to the appeal on January 31, 2018. |
Quarterly Financial Information
Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information (Unaudited) | Quarterly Financial Information (Unaudited) (in millions, except per share data) First quarter Second quarter Third quarter Fourth quarter Total year 2017 Revenue $ 1,453 $ 1,509 $ 1,513 $ 1,589 $ 6,063 Operating profit $ 648 $ 677 $ 658 $ 628 $ 2,610 Net income $ 430 $ 457 $ 452 $ 299 $ 1,638 Net income attributable to S&P Global common shareholders $ 399 $ 421 $ 414 $ 263 $ 1,496 Earnings per share attributable to S&P Global Inc. common shareholders: Net income: Basic $ 1.54 $ 1.63 $ 1.62 $ 1.03 $ 5.84 Diluted $ 1.53 $ 1.62 $ 1.61 $ 1.02 $ 5.78 2016 1 Revenue $ 1,341 $ 1,482 $ 1,439 $ 1,399 $ 5,661 Operating profit $ 512 $ 651 $ 1,348 $ 857 $ 3,369 Net income $ 323 $ 412 $ 923 $ 569 $ 2,228 Net income attributable to S&P Global common shareholders $ 294 $ 383 $ 892 $ 537 $ 2,106 Earnings per share attributable to S&P Global Inc. common shareholders: Net income: Basic $ 1.11 $ 1.45 $ 3.39 2.07 8.02 Diluted $ 1.10 $ 1.44 $ 3.36 2.05 7.94 Note - Totals presented may not sum due to rounding. 1 The third quarter of 2016 and the fourth of 2016 include a pre-tax gain on our dispositions of $722 million ( $521 million after-tax) and $379 million ( $297 million after-tax), respectively. See Note 2 – Acquisitions and Divestitures for further information. |
Condensed Consolidating Financi
Condensed Consolidating Financial Statements | 12 Months Ended |
Dec. 31, 2017 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Condensed Consolidating Financial Statements | Condensed Consolidating Financial Statements On September 22, 2016, we issued $500 million of 2.95% senior notes due in 2027. On May 26, 2015, we issued $700 million of 4.0% senior notes due in 2025. On August 18, 2015, we issued $2.0 billion of senior notes, consisting of $400 million of 2.5% senior notes due in 2018, $700 million of 3.3% senior notes due in 2020 and $900 million of 4.4% senior notes due in 2026. See Note 5 — Debt for additional information. The senior notes described above are fully and unconditionally guaranteed by Standard & Poor's Financial Services LLC, a 100% owned subsidiary of the Company. The following condensed consolidating financial statements present the results of operations, financial position and cash flows of S&P Global Inc., Standard & Poor's Financial Services LLC, and the Non-Guarantor Subsidiaries of S&P Global Inc. and Standard & Poor's Financial Services LLC, and the eliminations necessary to arrive at the information for the Company on a consolidated basis. Statement of Income Year Ended December 31, 2017 (in millions) S&P Global Inc. Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations S&P Global Inc. Consolidated Revenue $ 717 $ 1,780 $ 3,704 $ (138 ) $ 6,063 Expenses: Operating-related expenses 108 482 1,261 (138 ) 1,713 Selling and general expenses 162 345 1,053 — 1,560 Depreciation 31 11 40 — 82 Amortization of intangibles — — 98 — 98 Total expenses 301 838 2,452 (138 ) 3,453 Operating profit 416 942 1,252 — 2,610 Interest expense (income), net 163 — (14 ) — 149 Non-operating intercompany transactions 365 (77 ) (2,463 ) 2,175 — (Loss) income before taxes on income (112 ) 1,019 3,729 (2,175 ) 2,461 Provision for taxes on income 26 370 427 — 823 Equity in net income of subsidiaries 3,808 — — (3,808 ) — Net income 3,670 649 3,302 (5,983 ) 1,638 Less: net income attributable to noncontrolling interests — — — (142 ) (142 ) Net income attributable to S&P Global Inc. $ 3,670 $ 649 $ 3,302 $ (6,125 ) $ 1,496 Comprehensive income $ 3,694 $ 649 $ 3,401 $ (5,982 ) $ 1,762 Statement of Income Year Ended December 31, 2016 (in millions) S&P Global Inc. Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations S&P Global Inc. Consolidated Revenue $ 667 $ 1,513 $ 3,607 $ (126 ) $ 5,661 Expenses: Operating-related expenses 113 451 1,335 (126 ) 1,773 Selling and general expenses 109 243 1,087 — 1,439 Depreciation 38 9 38 — 85 Amortization of intangibles — — 96 — 96 Total expenses 260 703 2,556 (126 ) 3,393 Gain on dispositions (1,072 ) — (29 ) — (1,101 ) Operating profit 1,479 810 1,080 — 3,369 Interest expense (income), net 191 — (10 ) — 181 Non-operating intercompany transactions 356 (83 ) (941 ) 668 — Income before taxes on income 932 893 2,031 (668 ) 3,188 Provision for taxes on income 275 420 265 — 960 Equity in net income of subsidiaries 2,412 294 — (2,706 ) — Net income 3,069 767 1,766 (3,374 ) 2,228 Less: net income attributable to noncontrolling interests — — — (122 ) (122 ) Net income attributable to S&P Global Inc. $ 3,069 $ 767 $ 1,766 $ (3,496 ) $ 2,106 Comprehensive income $ 3,099 $ 767 $ 1,563 $ (3,374 ) $ 2,055 Statement of Income Year Ended December 31, 2015 (in millions) S&P Global Inc. Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations S&P Global Inc. Consolidated Revenue $ 624 $ 2,141 $ 2,663 $ (115 ) $ 5,313 Expenses: Operating-related expenses 137 737 959 (115 ) 1,718 Selling and general expenses 184 254 1,094 — 1,532 Depreciation 40 18 32 — 90 Amortization of intangibles — — 67 — 67 Total expenses 361 1,009 2,152 (115 ) 3,407 Gain on disposition — — (11 ) — (11 ) Operating profit 263 1,132 522 — 1,917 Interest expense (income), net 112 — (10 ) — 102 Non-operating intercompany transactions 282 222 (504 ) — — (Loss) income before taxes on income (131 ) 910 1,036 — 1,815 (Benefit) provision for taxes on income (107 ) 358 296 — 547 Equity in net income of subsidiaries 1,473 272 — (1,745 ) — Net income 1,449 824 740 (1,745 ) 1,268 Less: net income attributable to noncontrolling interests — — — (112 ) (112 ) Net income attributable to S&P Global Inc. $ 1,449 $ 824 $ 740 $ (1,857 ) $ 1,156 Comprehensive income $ 1,446 $ 822 $ 655 $ (1,741 ) $ 1,182 Balance Sheet December 31, 2017 (in millions) S&P Global Inc. Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations S&P Global Inc. Consolidated ASSETS Current assets: Cash and cash equivalents $ 632 $ — $ 2,147 $ — $ 2,779 Accounts receivable, net of allowance for doubtful accounts 138 152 1,029 — 1,319 Intercompany receivable 768 1,784 2,527 (5,079 ) — Prepaid and other current assets 143 (3 ) 86 — 226 Total current assets 1,681 1,933 5,789 (5,079 ) 4,324 Property and equipment, net of accumulated depreciation 158 10 107 — 275 Goodwill 261 — 2,719 9 2,989 Other intangible assets, net — — 1,388 — 1,388 Investments in subsidiaries 8,364 5 8,028 (16,397 ) — Intercompany loans receivable 116 — 1,699 (1,815 ) — Other non-current assets 215 61 174 (1 ) 449 Total assets $ 10,795 $ 2,009 $ 19,904 $ (23,283 ) $ 9,425 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 79 $ 23 $ 93 $ — $ 195 Intercompany payable 3,433 492 1,154 (5,079 ) — Accrued compensation and contributions to retirement plans 145 86 241 — 472 Short-term debt 399 — — — 399 Income taxes currently payable 2 — 75 — 77 Unearned revenue 293 193 1,127 — 1,613 Accrued legal settlements — 2 105 — 107 Other current liabilities 136 21 194 — 351 Total current liabilities 4,487 817 2,989 (5,079 ) 3,214 Long-term debt 3,170 — — — 3,170 Intercompany loans payable 101 — 1,715 (1,816 ) — Pension and other postretirement benefits 180 — 64 — 244 Other non-current liabilities 376 74 229 — 679 Total liabilities 8,314 891 4,997 (6,895 ) 7,307 Redeemable noncontrolling interest — — — 1,350 1,350 Equity: Common stock 412 — 2,318 (2,318 ) 412 Additional paid-in capital (216 ) 602 9,256 (9,117 ) 525 Retained income 12,156 516 3,782 (6,429 ) 10,025 Accumulated other comprehensive loss (269 ) — (426 ) 46 (649 ) Less: common stock in treasury (9,602 ) — (23 ) 23 (9,602 ) Total equity - controlling interests 2,481 1,118 14,907 (17,795 ) 711 Total equity - noncontrolling interests — — — 57 57 Total equity 2,481 1,118 14,907 (17,738 ) 768 Total liabilities and equity $ 10,795 $ 2,009 $ 19,904 $ (23,283 ) $ 9,425 Balance Sheet December 31, 2016 (in millions) S&P Global Inc. Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations S&P Global Inc. Consolidated ASSETS Current assets: Cash and cash equivalents $ 711 $ — $ 1,681 $ — $ 2,392 Accounts receivable, net of allowance for doubtful accounts 138 131 853 — 1,122 Intercompany receivable (165 ) 837 870 (1,542 ) — Prepaid and other current assets 77 2 79 (1 ) 157 Total current assets 761 970 3,483 (1,543 ) 3,671 Property and equipment, net of accumulated depreciation 159 1 111 — 271 Goodwill 261 — 2,679 9 2,949 Other intangible assets, net — — 1,506 — 1,506 Investments in subsidiaries 5,464 680 7,826 (13,970 ) — Intercompany loans receivable 17 — 1,354 (1,371 ) — Other non-current assets 134 24 114 — 272 Total assets $ 6,796 $ 1,675 $ 17,073 $ (16,875 ) $ 8,669 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 73 $ 22 $ 88 $ — $ 183 Intercompany payable 1,324 40 177 (1,541 ) — Accrued compensation and contributions to retirement plans 129 69 211 — 409 Income taxes currently payable 43 — 52 — 95 Unearned revenue 273 191 1,045 — 1,509 Accrued legal and regulatory settlements 2 3 51 56 Other current liabilities 163 (54 ) 250 — 359 Total current liabilities 2,007 271 1,874 (1,541 ) 2,611 Long-term debt 3,564 — — — 3,564 Intercompany loans payable 11 — 1,360 (1,371 ) — Pension and other postretirement benefits 196 — 78 — 274 Other non-current liabilities 52 74 314 (1 ) 439 Total liabilities 5,830 345 3,626 (2,913 ) 6,888 Redeemable noncontrolling interest — — — 1,080 1,080 Equity: Common stock 412 — 2,460 (2,460 ) 412 Additional paid-in capital (174 ) 1,154 10,485 (10,963 ) 502 Retained income 9,721 176 1,034 (1,721 ) 9,210 Accumulated other comprehensive loss (292 ) — (525 ) 44 (773 ) Less: common stock in treasury (8,701 ) — (7 ) 7 (8,701 ) Total equity - controlling interests 966 1,330 13,447 (15,093 ) 650 Total equity - noncontrolling interests — — — 51 51 Total equity 966 1,330 13,447 (15,042 ) 701 Total liabilities and equity $ 6,796 $ 1,675 $ 17,073 $ (16,875 ) $ 8,669 Statement of Cash Flows Year Ended December 31, 2017 (in millions) S&P Global Inc. Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations S&P Global Inc. Consolidated Operating Activities: Net income $ 3,670 $ 649 $ 3,302 $ (5,983 ) $ 1,638 Adjustments to reconcile net income to cash provided by operating activities: Depreciation 31 11 40 — 82 Amortization of intangibles — — 98 — 98 Provision for losses on accounts receivable 2 3 11 — 16 Deferred income taxes 108 (10 ) (98 ) — — Stock-based compensation 35 22 42 — 99 Accrued legal settlements — — 55 — 55 Other 34 19 43 — 96 Changes in operating assets and liabilities, net of effect of acquisitions and dispositions: Accounts receivable (2 ) (23 ) (171 ) — (196 ) Prepaid and current assets (5 ) 3 12 — 10 Accounts payable and accrued expenses 22 97 (44 ) — 75 Unearned revenue 19 2 64 — 85 Accrued legal settlements — (1 ) (3 ) — (4 ) Other current liabilities (42 ) (12 ) (31 ) — (85 ) Net change in prepaid/accrued income taxes 41 (18 ) 9 — 32 Net change in other assets and liabilities 7 (6 ) 14 — 15 Cash provided by operating activities 3,920 736 3,343 (5,983 ) 2,016 Investing Activities: Capital expenditures (55 ) (32 ) (36 ) — (123 ) Acquisitions, net of cash acquired — — (83 ) — (83 ) Proceeds from dispositions — — 2 — 2 Changes in short-term investments — — (5 ) — (5 ) Cash used for investing activities (55 ) (32 ) (122 ) — (209 ) Financing Activities: Dividends paid to shareholders (421 ) — — — (421 ) Distributions to noncontrolling interest holders — — (111 ) — (111 ) Repurchase of treasury shares (1,001 ) — — — (1,001 ) Exercise of stock options 68 — 7 — 75 Employee withholding tax on share-based payments (49 ) — — — (49 ) Intercompany financing activities (2,546 ) (704 ) (2,733 ) 5,983 — Cash used for financing activities (3,949 ) (704 ) (2,837 ) 5,983 (1,507 ) Effect of exchange rate changes on cash from continuing operations 5 — 82 — 87 Net change in cash and cash equivalents (79 ) — 466 — 387 Cash and cash equivalents at beginning of year 711 — 1,681 — 2,392 Cash and cash equivalents at end of year $ 632 $ — $ 2,147 $ — $ 2,779 Statement of Cash Flows Year Ended December 31, 2016 (in millions) S&P Global Inc. Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations S&P Global Inc. Consolidated Operating Activities: Net income $ 3,069 $ 767 $ 1,766 $ (3,374 ) $ 2,228 Adjustments to reconcile net income to cash provided by operating activities: Depreciation 38 9 38 — 85 Amortization of intangibles — — 96 — 96 Provision for losses on accounts receivable 1 — 8 — 9 Deferred income taxes 16 (9 ) 72 — 79 Stock-based compensation 22 17 37 — 76 Gain on dispositions (1,072 ) — (29 ) — (1,101 ) Accrued legal and regulatory settlements 3 1 50 — 54 Other 48 5 (23 ) — 30 Changes in operating assets and liabilities, net of effect of acquisitions and dispositions: Accounts receivable (24 ) 187 (340 ) — (177 ) Prepaid and current assets (2 ) 10 (3 ) — 5 Accounts payable and accrued expenses (8 ) (39 ) 66 — 19 Unearned revenue 19 (395 ) 483 — 107 Accrued legal and regulatory settlements — (108 ) (42 ) — (150 ) Other current liabilities (27 ) (27 ) 35 — (19 ) Net change in prepaid/accrued income taxes 141 — 33 — 174 Net change in other assets and liabilities (9 ) 38 16 — 45 Cash provided by operating activities 2,215 456 2,263 (3,374 ) 1,560 Investing Activities: Capital expenditures (68 ) (15 ) (32 ) — (115 ) Acquisitions, net of cash acquired (144 ) — (33 ) — (177 ) Proceeds from dispositions 1,422 — 76 — 1,498 Changes in short-term investments — — (1 ) — (1 ) Cash provided by (used for) investing activities 1,210 (15 ) 10 — 1,205 Financing Activities: Payments on short-term debt, net (143 ) — — — (143 ) Proceeds from issuance of senior notes, net 493 — — — 493 Payments on senior notes (421 ) — — — (421 ) Dividends paid to shareholders (380 ) — — — (380 ) Distributions to noncontrolling interest holders — — (116 ) — (116 ) Repurchase of treasury shares (1,123 ) — — — (1,123 ) Exercise of stock options 86 — 2 — 88 Contingent consideration payments (5 ) — (34 ) — (39 ) Employee withholding tax on share-based payments (55 ) — — — (55 ) Intercompany financing activities (1,333 ) (441 ) (1,600 ) 3,374 — Cash used for financing activities (2,881 ) (441 ) (1,748 ) 3,374 (1,696 ) Effect of exchange rate changes on cash from continuing operations — — (158 ) — (158 ) Net change in cash and cash equivalents 544 — 367 — 911 Cash and cash equivalents at beginning of year 167 — 1,314 — 1,481 Cash and cash equivalents at end of year $ 711 $ — $ 1,681 $ — $ 2,392 Statement of Cash Flows Year Ended December 31, 2015 (in millions) S&P Global Inc. Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations S&P Global Inc. Consolidated Operating Activities: Net income $ 1,449 $ 824 $ 740 $ (1,745 ) $ 1,268 Adjustments to reconcile net income to cash provided by (used for) operating activities from continuing operations: Depreciation 40 18 32 — 90 Amortization of intangibles — — 67 — 67 Provision for losses on accounts receivable 1 1 6 — 8 Deferred income taxes 33 290 (43 ) — 280 Stock-based compensation 23 24 31 — 78 Gain on disposition — — (11 ) — (11 ) Accrued legal and regulatory settlements — 110 9 — 119 Other 23 16 18 — 57 Changes in operating assets and liabilities, net of effect of acquisitions and dispositions: Accounts receivable 3 (27 ) (94 ) — (118 ) Prepaid and current assets (4 ) 14 (5 ) — 5 Accounts payable and accrued expenses 8 (34 ) 17 — (9 ) Unearned revenue (5 ) 66 68 — 129 Accrued legal and regulatory settlements — (1,624 ) — — (1,624 ) Other current liabilities (31 ) (35 ) (11 ) — (77 ) Net change in prepaid/accrued income taxes 14 — 115 — 129 Net change in other assets and liabilities 78 8 (121 ) — (35 ) Cash provided by (used for) operating activities from continuing operations 1,632 (349 ) 818 (1,745 ) 356 Investing Activities: Capital expenditures (67 ) (10 ) (62 ) — (139 ) Acquisitions, net of cash acquired (2,243 ) — (153 ) — (2,396 ) Proceeds from dispositions — — 14 — 14 Changes in short-term investments — — (4 ) — (4 ) Cash used for investing activities from continuing operations (2,310 ) (10 ) (205 ) — (2,525 ) Financing Activities: Additions to short-term debt 143 — — — 143 Proceeds from issuance of senior notes, net 2,674 — — — 2,674 Dividends paid to shareholders (363 ) — — — (363 ) Distributions to noncontrolling interest holders — — (104 ) — (104 ) Repurchase of treasury shares (974 ) — — — (974 ) Exercise of stock options 80 — 6 — 86 Contingent consideration payments (5 ) — — — (5 ) Purchase of additional CRISIL shares — — (16 ) — (16 ) Employee withholding tax on share-based payments (92 ) — — — (92 ) Intercompany financing activities (2,020 ) 359 (84 ) 1,745 — Cash (used for) provided by financing activities from continuing operations (557 ) 359 (198 ) 1,745 1,349 Effect of exchange rate changes on cash from continuing operations — — (67 ) — (67 ) Cash provided by continuing operations (1,235 ) — 348 — (887 ) Discontinued Operations: Cash used for operating activities — — (129 ) — (129 ) Cash used for discontinued operations — — (129 ) — (129 ) Net change in cash and cash equivalents (1,235 ) — 219 — (1,016 ) Cash and cash equivalents at beginning of year 1,402 — 1,095 — 2,497 Cash and cash equivalents at end of year $ 167 $ — $ 1,314 $ — $ 1,481 |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2017 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | Schedule II – Valuation and Qualifying Accounts (in millions) Additions/(deductions) Balance at beginning of year Net charges to income Deductions and other 1 Balance at end of year Year ended December 31, 2017 Allowance for doubtful accounts $ 28 $ 15 $ (11 ) $ 33 Year ended December 31, 2016 Allowance for doubtful accounts $ 37 $ 8 $ (17 ) $ 28 Year ended December 31, 2015 Allowance for doubtful accounts $ 38 $ 12 $ (13 ) $ 37 1 Primarily includes uncollectible accounts written off, net of recoveries, impact of acquisitions and divestitures and adjustments for foreign currency translation. |
Accounting Policies (Policies)
Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Nature of operations | Nature of operations S&P Global Inc. (together with its consolidated subsidiaries, the “Company,” the “Registrant,” “we,” “us” or “our”) is a leading provider of transparent and independent ratings, benchmarks, analytics and data to the capital and commodity markets worldwide. The capital markets include asset managers, investment banks, commercial banks, insurance companies, exchanges, trading firms and issuers; and the commodity markets include producers, traders and intermediaries within energy, metals, petrochemicals and agriculture. Our operations consist of three reportable segments: Ratings, Market and Commodities Intelligence and S&P Dow Jones Indices ("Indices"). • Ratings is an independent provider of credit ratings, research and analytics, offering investors and other market participants information, ratings and benchmarks. • Market and Commodities Intelligence is a global provider of multi-asset-class data, research and analytical capabilities, which integrate cross-asset analytics and desktop services and deliver their customers in the commodity and energy markets access to high-value information, data, analytic services and pricing and quality benchmarks. We completed the sale of J.D. Power on September 7, 2016, with the results included in Market and Commodities Intelligence results through that date. • Indices is a global index provider that maintains a wide variety of valuation and index benchmarks for investment advisors, wealth managers and institutional investors. |
Assets and Liabilities Held for Sale and Discontinued Operations | Assets and Liabilities Held for Sale and Discontinued Operations Assets and Liabilities Held for Sale We classify a disposal group to be sold as held for sale in the period in which all of the following criteria are met: management, having the authority to approve the action, commits to a plan to sell the disposal group; the disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such disposal group; an active program to locate a buyer and other actions required to complete the plan to sell the disposal group have been initiated; the sale of the disposal group is probable, and transfer of the disposal group is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond our control extend the period of time required to sell the disposal group beyond one year; the disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. A disposal group that is classified as held for sale is initially measured at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a disposal group until the date of sale. The fair value of a disposal group less any costs to sell is assessed each reporting period it remains classified as held for sale and any subsequent changes are reported as an adjustment to the carrying value of the disposal group, as long as the new carrying value does not exceed the carrying value of the disposal group at the time it was initially classified as held for sale. Upon determining that a disposal group meets the criteria to be classified as held for sale, the Company reports the assets and liabilities of the disposal group as held for sale in the current period in our consolidated balance sheets. Discontinued Operations Beginning on January 1, 2015, we adopted revised guidance for discontinued operations that raises the threshold for a disposal to qualify as a discontinued operation. In determining whether a disposal of a component of an entity or a group of components of an entity is required to be presented as a discontinued operation, we make a determination whether the disposal represents a strategic shift that had, or will have, a major effect on our operations and financial results. A component of an entity comprises o perations and cash flows that can be clearly distinguished both operationally and for financial reporting purposes. If we conclude that the disposal represents a strategic shift, then the results of operations of the group of assets being disposed of (as well as any gain or loss on the disposal transaction) are aggregated for separate presentation apart from our continuing operating results in the consolidated financial statements. |
Principles of consolidation | Principles of consolidation The consolidated financial statements include the accounts of all subsidiaries and our share of earnings or losses of joint ventures and affiliated companies under the equity method of accounting. All significant intercompany accounts and transactions have been eliminated. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents include ordinary bank deposits and highly liquid investments with original maturities of three months or less that consist primarily of money market funds with unrestricted daily liquidity and fixed term time deposits. Such investments and bank deposits are stated at cost, which approximates market value, and were $2.8 billion and $2.4 billion as of December 31, 2017 and 2016 , respectively. These investments are not subject to significant market risk. |
Short-term investments | Short-term investments Short-term investments are securities with original maturities greater than 90 days that are available for use in our operations in the next twelve months. The short-term investments, primarily consisting of certificates of deposit and mutual funds, are classified as held-to-maturity and therefore are carried at cost. Interest and dividends are recorded in income when earned. |
Accounts receivable | Accounts receivable Credit is extended to customers based upon an evaluation of the customer’s financial condition. Accounts receivable, which include billings consistent with terms of contractual arrangements, are recorded at net realizable value. |
Allowance for doubtful accounts | Allowance for doubtful accounts The allowance for doubtful accounts reserve methodology is based on historical analysis, a review of outstanding balances and current conditions. In determining these reserves, we consider, amongst other factors, the financial condition and risk profile of our customers, areas of specific or concentrated risk as well as applicable industry trends or market indicators. |
Capitalized technology costs | Capitalized technology costs We capitalize certain software development and website implementation costs. Capitalized costs only include incremental, direct costs of materials and services incurred to develop the software after the preliminary project stage is completed, funding has been committed and it is probable that the project will be completed and used to perform the function intended. Incremental costs are expenditures that are out-of-pocket to us and are not part of an allocation or existing expense base. Software development and website implementation costs are expensed as incurred during the preliminary project stage. Capitalized costs are amortized from the year the software is ready for its intended use over its estimated useful life, three to seven years, using the straight-line method. Periodically, we evaluate the amortization methods, remaining lives and recoverability of such costs. Capitalized software development and website implementation costs are included in other non-current assets and are presented net of accumulated amortization. |
Fair Value | Fair Value Certain assets and liabilities are required to be recorded at fair value and classified within a fair value hierarchy based on inputs used when measuring fair value. We have an immaterial amount of forward exchange contracts that are adjusted to fair value on a recurring basis. Other financial instruments, including cash and cash equivalents and short-term investments, are recorded at cost, which approximates fair value because of the short-term maturity and highly liquid nature of these instruments. |
Accounting for the impairment of long-lived assets (including other intangible assets) | Accounting for the impairment of long-lived assets (including other intangible assets) We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Upon such an occurrence, recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to current forecasts of undiscounted future net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized equal to the amount by which the carrying amount of the asset exceeds the fair value of the asset. For long-lived assets held for sale, assets are written down to fair value, less cost to sell. Fair value is determined based on market evidence, discounted cash flows, appraised values or management’s estimates, depending upon the nature of the assets. |
Goodwill and other indefinite-lived intangible assets | Goodwill and other indefinite-lived intangible assets Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. Goodwill and other intangible assets with indefinite lives are not amortized, but instead are tested for impairment annually during the fourth quarter each year, or more frequently if events or changes in circumstances indicate that the asset might be impaired. We have four reporting units with goodwill that are evaluated for impairment. We initially perform a qualitative analysis evaluating whether any events and circumstances occurred or exist that provide evidence that it is more likely than not that the fair value of any of our reporting units is less than its carrying amount. If, based on our evaluation we do not believe that it is more likely than not that the fair value of any of our reporting units is less than its carrying amount, no quantitative impairment test is performed. Conversely, if the results of our qualitative assessment determine that it is more likely than not that the fair value of any of our reporting units is less than their respective carrying amounts we perform a two-step quantitative impairment test. When conducting the first step of our two step impairment test to evaluate the recoverability of goodwill at the reporting unit level, the estimated fair value of the reporting unit is compared to its carrying value including goodwill. Fair value of the reporting units are estimated using the income approach, which incorporates the use of the discounted free cash flow (“DCF”) analyses and are corroborated using the market approach, which incorporates the use of revenue and earnings multiples based on market data. The DCF analyses are based on the current operating budgets and estimated long-term growth projections for each reporting unit. Future cash flows are discounted based on a market comparable weighted average cost of capital rate for each reporting unit, adjusted for market and other risks where appropriate. In addition, we analyze any difference between the sum of the fair values of the reporting units and our total market capitalization for reasonableness, taking into account certain factors including control premiums. If the fair value of the reporting unit is less than the carrying value, a second step is performed which compares the implied fair value of the reporting unit’s goodwill to the carrying value of the goodwill. The fair value of the goodwill is determined based on the difference between the fair value of the reporting unit and the net fair value of the identifiable assets and liabilities of the reporting unit. If the implied fair value of the goodwill is less than the carrying value, the difference is recognized as an impairment charge. We evaluate the recoverability of indefinite-lived intangible assets by first performing a qualitative analysis evaluating whether any events and circumstances occurred that provide evidence that it is more likely than not that the indefinite-lived asset is impaired. If, based on our evaluation of the events and circumstances that occurred during the year we do not believe that it is more likely than not that the indefinite-lived asset is impaired, no quantitative impairment test is performed. Conversely, if the results of our qualitative assessment determine that it is more likely than not that the indefinite-lived asset is impaired, a quantitative impairment test is performed. If necessary, the impairment test is performed by comparing the estimated fair value of the intangible asset to its carrying value. If the indefinite-lived intangible asset carrying value exceeds its fair value, an impairment analysis is performed using the income approach. An impairment charge is recognized in an amount equal to that excess. Significant judgments inherent in these analyses include estimating the amount and timing of future cash flows and the selection of appropriate discount rates, royalty rates and long-term growth rate assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit and indefinite-lived intangible asset and could result in an impairment charge, which could be material to our financial position and results of operations. |
Foreign currency translation | Foreign currency translation We have operations in many foreign countries. For most international operations, the local currency is the functional currency. For international operations that are determined to be extensions of the parent company, the United States ("U.S.") dollar is the functional currency. For local currency operations, assets and liabilities are translated into U.S. dollars using end of period exchange rates, and revenue and expenses are translated into U.S. dollars using weighted-average exchange rates. Foreign currency translation adjustments are accumulated in a separate component of equity. |
Revenue recognition | Revenue recognition Revenue is recognized as it is earned when services are rendered. We consider amounts to be earned once evidence of an arrangement has been obtained, services are performed, fees are fixed or determinable and collectability is reasonably assured. Revenue relating to products that provide for more than one deliverable is recognized based upon the relative fair value to the customer of each deliverable as each deliverable is provided. Revenue relating to agreements that provide for more than one service is recognized based upon the relative fair value to the customer of each service component as each component is earned. If the fair value to the customer for each service is not objectively determinable, management makes its best estimate of the services’ stand-alone selling price and records revenue as it is earned over the service period. For arrangements that include multiple services, fair value of the service components are determined using an analysis that considers cash consideration that would be received for instances when the service components are sold separately. Advertising revenue is recognized when the page is run. Subscription income is recognized over the related subscription period. |
Depreciation | Depreciation The costs of property and equipment are depreciated using the straight-line method based upon the following estimated useful lives: buildings and improvements from 15 to 40 years and equipment and furniture from 2 to 10 years . The costs of leasehold improvements are amortized over the lesser of the useful lives or the terms of the respective leases. |
Advertising expense | Advertising expense The cost of advertising is expensed as incurred. |
Stock-based compensation | Stock-based compensation Stock-based compensation expense is measured at the grant date based on the fair value of the award and is recognized over the requisite service period, which typically is the vesting period. Stock-based compensation is classified as both operating-related expense and selling and general expense in the consolidated statements of income. |
Income taxes | Income taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. We recognize liabilities for uncertain tax positions taken or expected to be taken in income tax returns. Accrued interest and penalties related to unrecognized tax benefits are recognized in interest expense and operating expense, respectively. Judgment is required in determining our provision for income taxes, deferred tax assets and liabilities and unrecognized tax benefits. In determining the need for a valuation allowance, the historical and projected financial performance of the operation that is recording a net deferred tax asset is considered along with any other pertinent information. We file income tax returns in the U.S. federal jurisdiction, various states, and foreign jurisdictions, and we are routinely under audit by many different tax authorities. We believe that our accrual for tax liabilities is adequate for all open audit years based on our assessment of many factors including past experience and interpretations of tax law. This assessment relies on estimates and assumptions and may involve a series of complex judgments about future events. It is possible that examinations will be settled prior to December 31, 2018 . If any of these tax audit settlements do occur within that period we would make any necessary adjustments to the accrual for unrecognized tax benefits. |
Redeemable Noncontrolling Interest | Redeemable Noncontrolling Interest The agreement with the minority partners of our S&P Dow Jones Indices LLC joint venture established in June of 2012 contains redemption features whereby interests held by our minority partners are redeemable either (i) at the option of the holder or (ii) upon the occurrence of an event that is not solely within our control. Since redemption of the noncontrolling interest is outside of our control, this interest is presented on our consolidated balance sheets under the caption “Redeemable noncontrolling interest.” If the interest were to be redeemed, we would be required to purchase all of such interest at fair value on the date of redemption. We adjust the redeemable noncontrolling interest each reporting period to its estimated redemption value, but never less than its initial fair value, using a combination of an income and market valuation approach. Our income and market valuation approaches may incorporate Level 3 measures for instances when observable inputs are not available, including assumptions related to expected future net cash flows, long-term growth rates, the timing and nature of tax attributes, and the redemption features. Any adjustments to the redemption value will impact retained income. |
Contingencies | Contingencies We accrue for loss contingencies when both (a) information available prior to issuance of the consolidated financial statements indicates that it is probable that a liability had been incurred at the date of the financial statements and (b) the amount of loss can reasonably be estimated. We continually assess the likelihood of any adverse judgments or outcomes to our contingencies, as well as potential amounts or ranges of probable losses, and recognize a liability, if any, for these contingencies based on an analysis of each matter with the assistance of outside legal counsel and, if applicable, other experts. Because many of these matters are resolved over long periods of time, our estimate of liabilities may change due to new developments, changes in assumptions or changes in our strategy related to the matter. When we accrue for loss contingencies and the reasonable estimate of the loss is within a range, we record our best estimate within the range. We disclose an estimated possible loss or a range of loss when it is at least reasonably possible that a loss may be incurred. |
Recent accounting standards | Recent Accounting Standards In August of 2017, the Financial Accounting Standards Board ("FASB") issued guidance to enhance the hedge accounting model for both nonfinancial and financial risk components, which includes amendments to address certain aspects of recognition and presentation disclosure. The guidance is effective for reporting periods beginning after December 15, 2018. We do not expect this guidance to have a significant impact on our consolidated financial statements. In May of 2017, the FASB issued guidance that provides clarification on when modification accounting should be used for changes to the terms or conditions of a share-based payment award. This guidance does not change the accounting for modifications but clarifies when modification accounting guidance should be applied. Under the new guidance, an entity should apply modification accounting in response to a change in the terms and conditions of an entity's share-based payment awards unless three newly specified criteria are met. The guidance is effective for reporting periods beginning after December 15, 2017; however, early adoption is permitted. We do not expect this guidance to have a significant impact on our consolidated financial statements. In March of 2017, the FASB issued guidance to enhance the presentation of net periodic pension cost and net periodic postretirement benefit cost. The guidance requires employers to report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period, and requires the other components of net periodic pension cost and net periodic postretirement benefit cost to be presented in the income statement separately from the service cost component outside a subtotal of income from operations. Additionally, only the service cost component is eligible for capitalization. The guidance is effective for reporting periods beginning after December 15, 2017; however, early adoption is permitted. The guidance is required to be adopted retrospectively with respect to the income statement presentation requirement and prospectively for the capitalization requirement. The change in capitalization requirement will not have a material impact on our consolidated financial statements.We recorded a benefit of $25 million , $24 million and $3 million in 2017, 2016 and 2015, respectively, related to our net periodic benefit costs for our retirement and postretirement plans. These amounts are not necessarily indicative of future amounts that may arise in years following the implementation of this new guidance. See Note 7 – Employee Benefits for additional information related to our retirement and postretirement plans. In January of 2017, the FASB issued guidance that simplifies the subsequent measurement of goodwill and eliminates Step 2 from the goodwill impairment test. Under the new guidance, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The guidance is effective for reporting periods beginning after December 15, 2019; however, early adoption is permitted. We do not expect this guidance to have a significant impact on our consolidated financial statements. In January of 2017, the FASB issued guidance that clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The guidance is effective for reporting periods beginning after December 15, 2017. We do not expect this guidance to have a significant impact on our consolidated financial statements. In August of 2016, the FASB issued guidance providing amendments to eight specific statement of cash flows classification issues. The guidance is effective for reporting periods beginning after December 15, 2017; however, early adoption is permitted. We do not expect this guidance to have a significant impact on our consolidated financial statements. In March of 2016, the FASB issued guidance to modify several aspects of accounting for share-based payment transactions, including the accounting for income taxes, forfeitures, statutory tax withholding requirements, as well as classification in the statement of cash flows. This guidance requires recognizing excess tax benefits and deficiencies as income tax expense or benefit in the statement of income, instead of in equity. The guidance was effective on January 1, 2017 and was adopted as follows: 1) prospectively for the recognition of excess tax benefits and deficiencies in the tax provision, 2) retrospectively for the classification of excess tax benefits and deficiencies in the statement of cash flows, and 3) retrospectively for the classification of cash paid for shares withheld to satisfy employee taxes in the statement of cash flows. For the year ended December 31, 2017, excess tax benefits from share-based payments of $ 72 million were reco gnized as an income tax benefit in our consolidated statements of income and classified as an operating activity in our consolidated statements of cash f lows. For the years ended December 31, 2016 and 2015, we reclassified $ 41 million and $ 69 million , respectively, of excess tax benefits from share-based payments from a financing activity to an operating activity in our consolidated statements of cash flows. In addition, cash paid for shares withheld on the employees' behalf of $ 49 million was classified as a financing activity in our consolidated statements of cash flows for the year ended December 31, 2017. Cash paid for employee taxes of $ 55 million and $ 92 million were reclassified from an operating activity to a financing activity in our consolidated statements of cash flows for the years ended December 31, 2016 and 2015, respectively. In February of 2016, the FASB issued guidance that amends accounting for leases. Under the new guidance, a lessee will recognize assets and liabilities but will recognize expenses similar to current lease accounting. The guidance is effective for reporting periods beginning after December 15, 2018; however, early adoption is permitted. The new guidance must be adopted using a modified retrospective approach to each prior reporting period presented with various optional practical expedients. We are currently evaluating the impact of the adoption of this guidance on our consolidated financial statements. In January of 2016, the FASB issued guidance to enhance the reporting model for financial instruments, which includes amendments to address certain aspects of recognition, measurement, presentation and disclosure. The guidance is effective for reporting periods beginning after December 15, 2017. We do not expect this guidance to have a significant impact on our consolidated financial statements. In May of 2014, the FASB and the International Accounting Standards Board (“IASB”) issued jointly a converged standard on the recognition of revenue from contracts with customers, which is intended to improve the financial reporting of revenue and comparability of the top line in financial statements globally. The core principle of the new standard is for the recognition of revenue to depict the transfer of goods or services to customers in amounts that reflect the payment to which the company expects to be entitled in exchange for those goods or services. The new standard will also result in enhanced revenue disclosures, provide guidance for transactions that were not previously addressed comprehensively and improve guidance for multiple-element arrangements. In August of 2015, the FASB issued guidance deferring the effective date of the new revenue standard by one year. Subsequently, the FASB issued implementation guidance related to the new revenue standard, including the following: In March of 2016, the FASB issued guidance to clarify the implementation guidance on principal versus agent considerations; in April of 2016, the FASB clarified guidance on performance obligations and the licensing implementation guidance; in May of 2016, the FASB issued a practical expedient in response to identified implementation issues. The new guidance will be effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. We have completed our evaluation of changes to our accounting policies, business processes, systems and internal controls to support the recognition and disclosure requirements under the new standard. We will adopt the new revenue standard effective January 1, 2018 using the modified retrospective transition method. Based on our analysis, adoption of the new standard will impact: (1) the capitalization of costs to obtain contracts with our customers and the related amortization period of those costs; (2) the timing of when fees for certain Ratings products that are recognized to match when the customer obtains control of the product; 3) the accounting for long-term deferred revenue in our Ratings segment which contain a financing component; and 4) the presentation of sales of certain of our jointly-owned products in our Market and Commodities Intelligence segment, where revenue will be recognized on a gross rather than net basis. The aggregate impact of these adjustments on our opening balance sheet will be an increase to retained earnings of approximately $40 million , with the increase driven primarily by the capitalization of costs to obtain contracts with our customers of approximately $ 79 million previously expensed, offset by the deferral of income associated with our Ratings products of approximately $ 14 million previously recognized in revenue, the net impact of recording expense associated with the significant financing component of Ratings' long term deferred revenue of approximately $12 million , and a net increase to the associated deferred tax assets and deferred tax liabilities associated with these adjustments of approximately $ 13 million . |
Reclassification | Reclassification Certain prior year amounts have been reclassified for comparability purposes. |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of Preliminary Purchase Price Allocation | The following table presents the final allocation of purchase price to the assets and liabilities of SNL as a result of the acquisition. (in millions) Current assets $ 29 Property, plant and equipment 19 Goodwill 1,574 Other intangible assets, net: Databases and software 421 Customer relationships 162 Tradenames 185 Other intangibles 4 Other intangible assets, net 772 Other non-current assets 1 Total assets acquired 2,395 Current liabilities (43 ) Unearned revenue (117 ) Other non-current liabilities (1 ) Total liabilities acquired (161 ) Net assets acquired $ 2,234 |
Schedule of Supplemental Information on an Unaudited Pro Forma Basis | Supplemental information on an unaudited pro forma basis is presented below for the year ended December 31, 2015 as if the acquisition of SNL occurred on January 1, 2015. The pro forma financial information is presented for comparative purposes only, based on estimates and assumptions, which the Company believes to be reasonable but not necessarily indicative of the consolidated financial position or results of operations in future periods or the results that actually would have been realized had this acquisition been completed at the beginning of 2015. The unaudited pro forma information includes intangible asset charges and incremental borrowing costs as a result of the acquisition, net of related tax, estimated using the Company's effective tax rate for continuing operations for the periods presented. (in millions) Year Ended December 31, 2015 Pro forma revenue $ 5,477 Pro forma net income $ 1,258 |
Schedule of Liabilities Assumed in Conjunction with Acquisition of Businesses | Liabilities assumed in conjunction with our acquisitions are as follows: (in millions) Year ended December 31, 2017 2016 2015 Fair value of assets acquired $ 83 $ 253 $ 2,576 Cash paid (net of cash acquired) 83 211 2,401 Liabilities assumed $ — $ 42 $ 175 |
Schedule of Key Components of Disposal Groups | The operating profit of our businesses that were disposed of or held for sale for the years ending December 31, 2017, 2016, and 2015 is as follows: (in millions) Year ended December 31, 2017 2016 2015 Operating profit 1 $ — $ 62 $ 85 1 The year ended December 31, 2016 excludes a pre-tax gain of $1.1 billion on our dispositions. The components of assets and liabilities held for sale related to QuantHouse, which were included in prepaid and other current assets and other current liabilities in the consolidated balance sheet, consist of the following: (in millions) December 31, 2016 Accounts receivable, net $ 4 Other assets 3 Assets of a business held for sale $ 7 Accounts payable and accrued expenses $ 3 Unearned revenue 7 Other liabilities 35 Liabilities of a business held for sale $ 45 |
Goodwill and Other Intangible27
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Change in Carrying Amount of Goodwill | The change in the carrying amount of goodwill by segment is shown below: (in millions) Ratings Market and Commodities Intelligence Indices Total Balance as of December 31, 2015 $ 114 $ 2,392 $ 376 $ 2,882 Acquisitions — 106 7 113 Dispositions — (35 ) — (35 ) Other 1 (5 ) (6 ) — (11 ) Balance as of December 31, 2016 109 2,457 383 2,949 Other 1 5 27 8 40 Balance as of December 31, 2017 $ 114 $ 2,484 $ 391 $ 2,989 1 Primarily relates to the impact of foreign exchange and valuation adjustments for prior period acquisitions. 2016 includes adjustments related to SNL and Petromedia. 2017 includes adjustments related to PIRA, Trucost, RigData and Commodity Flow. |
Schedule of Other Intangible Assets | The following table summarizes our definite-lived intangible assets: (in millions) Cost Databases and software Content Customer relationships Tradenames Other intangibles Total Balance as of December 31, 2015 $ 510 $ 139 $ 168 $ 47 $ 269 $ 1,133 Acquisitions — — — — 98 98 Dispositions — — — (2 ) (8 ) (10 ) Impairment 1 (2 ) — — — (22 ) (24 ) Reclassifications — — 165 1 (166 ) — Other (primarily Fx) (2 ) — (3 ) (1 ) (8 ) (14 ) Balance as of December 31, 2016 506 139 330 45 163 1,183 Dispositions (4 ) — (2 ) — — (6 ) Other 2 52 — 19 5 (86 ) (10 ) Balance as of December 31, 2017 $ 554 $ 139 $ 347 $ 50 $ 77 $ 1,167 Accumulated amortization Balance as of December 31, 2015 $ 88 $ 73 $ 60 $ 36 $ 67 $ 324 Current year amortization 47 14 21 2 12 96 Dispositions — — — (1 ) (6 ) (7 ) Impairment 1 (2 ) — — — (10 ) (12 ) Reclassifications 2 — 5 — (7 ) — Other (primarily Fx) (3 ) — (2 ) (1 ) (4 ) (10 ) Balance as of December 31, 2016 132 87 84 36 52 391 Current year amortization 52 14 22 4 6 98 Dispositions (3 ) — (2 ) — (1 ) (6 ) Reclassifications 2 — 1 1 (4 ) — Other (primarily Fx) 4 — 1 1 4 10 Balance as of December 31, 2017 $ 187 $ 101 $ 106 $ 42 $ 57 $ 493 Net definite-lived intangibles: December 31, 2016 $ 374 $ 52 $ 246 $ 9 $ 111 $ 792 December 31, 2017 $ 367 $ 38 $ 241 $ 8 $ 20 $ 674 1 Relates to a technology-related impairment charge at Market and Commodities Intelligence and recorded in selling and general expenses in the consolidated statement of income. 2 Primarily relates to the impact of foreign exchange and valuation adjustments for prior period acquisitions. 2017 includes adjustments related to PIRA, Trucost, RigData and Commodity Flow. |
Schedule of Projected Amortization Expense for Intangible Assets | Expected amortization expense for intangible assets over the next five years for the years ended December 31, assuming no further acquisitions or dispositions, is as follows: (in millions) 2018 2019 2020 2021 2022 Amortization expense $ 95 $ 88 $ 82 $ 70 $ 68 |
Taxes on Income (Tables)
Taxes on Income (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Before Taxes from Domestic and Foreign Operations | Income before taxes on income resulting from domestic and foreign operations is as follows: (in millions) Year Ended December 31, 2017 2016 2015 Domestic operations $ 1,723 $ 2,585 $ 1,266 Foreign operations 738 603 549 Total income before taxes $ 2,461 $ 3,188 $ 1,815 |
Schedule of Provision for Taxes on Income | The provision for taxes on income consists of the following: (in millions) Year Ended December 31, 2017 2016 2015 Federal: Current $ 489 $ 641 $ 90 Deferred 63 79 276 Total federal 552 720 366 Foreign: Current 194 133 111 Deferred (3 ) (4 ) (1 ) Total foreign 191 129 110 State and local: Current 73 99 34 Deferred 7 12 37 Total state and local 80 111 71 Total provision for taxes $ 823 $ 960 $ 547 |
Schedule of Reconciliation of Federal Statutory Income Tax Rate to Effective Income Tax Rate | A reconciliation of the U.S. federal statutory income tax rate to our effective income tax rate for financial reporting purposes is as follows: Year Ended December 31, 2017 2016 2015 U.S. federal statutory income tax rate 35.0 % 35.0 % 35.0 % State and local income taxes 2.5 2.7 2.6 Divestitures — (4.3 ) — Foreign operations (3.9 ) (2.0 ) (3.2 ) Impact of TCJA 6.0 — — Stock-based compensation (2.7 ) — — S&P Dow Jones Indices LLC joint venture (1.8 ) (1.2 ) (2.0 ) Tax credits and incentives (2.1 ) (1.6 ) (2.9 ) Other, net 0.4 1.5 0.6 Effective income tax rate 33.4 % 30.1 % 30.1 % |
Schedule of Differences Between the Accounting for Income and Expenses for Financial Reporting and Income Tax | The principal temporary differences between the accounting for income and expenses for financial reporting and income tax purposes are as follows: (in millions) December 31, 2017 2016 Deferred tax assets: Legal and regulatory settlements $ 27 $ 23 Employee compensation 50 78 Accrued expenses 47 87 Postretirement benefits 34 105 Unearned revenue 26 33 Allowance for doubtful accounts 8 11 Loss carryforwards 135 112 Other 45 3 Total deferred tax assets 372 452 Deferred tax liabilities: Goodwill and intangible assets (249 ) (320 ) Fixed assets (4 ) (3 ) Other — — Total deferred tax liabilities (253 ) (323 ) Net deferred income tax asset before valuation allowance 119 129 Valuation allowance (127 ) (116 ) Net deferred income tax (liability) asset $ (8 ) $ 13 Reported as: Non-current deferred tax assets $ 59 $ 61 Non-current deferred tax liabilities (67 ) (48 ) Net deferred income tax (liability) asset $ (8 ) $ 13 |
Schedule of Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: (in millions) Year ended December 31, 2017 2016 2015 Balance at beginning of year $ 221 $ 162 $ 155 Additions based on tax positions related to the current year 23 48 24 Additions for tax positions of prior years 17 20 16 Reduction for tax positions of prior years (32 ) (3 ) (15 ) Reduction for settlements (5 ) (6 ) (18 ) Expiration of applicable statutes of limitations (12 ) — — Balance at end of year $ 212 $ 221 $ 162 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Summary of Short-term and Long-term Debt Outstanding | A summary of short-term and long-term debt outstanding is as follows: (in millions) December 31, 2017 2016 2.5% Senior Notes, due 2018 1 $ 399 $ 398 3.3% Senior Notes, due 2020 2 697 696 4.0% Senior Notes, due 2025 3 692 691 4.4% Senior Notes, due 2026 4 892 891 2.95% Senior Notes, due 2027 5 493 492 6.55% Senior Notes, due 2037 6 396 396 Total debt 3,569 3,564 Less: short-term debt including current maturities 399 — Long-term debt $ 3,170 $ 3,564 1 Interest payments are due semiannually on February 15 and August 15, and as of December 31, 2017 , the unamortized debt discount and issuance costs total $1 million . 2 Interest payments are due semiannually on February 14 and August 14, and as of December 31, 2017 , the unamortized debt discount and issuance costs total $3 million . 3 Interest payments are due semiannually on June 15 and December 15, and as of December 31, 2017 , the unamortized debt discount and issuance costs total $8 million . 4 Interest payments are due semiannually on February 15 and August 15, and as of December 31, 2017 , the unamortized debt discount and issuance costs total $8 million . 5 Interest payments are due semiannually on January 22 and July 22, and as of December 31, 2017 , the unamortized debt discount and issuance costs total $7 million . 6 Interest payments are due semiannually on May 15 and November 15, and as of December 31, 2017 , the unamortized debt discount and issuance costs total $4 million . |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Location and Fair Value Amounts of Cash Flow Hedges | The following table provides information on the location and fair value amounts of our cash flow hedges as of December 31, 2017 and December 31, 2016 : (in millions) December 31, December 31, Balance Sheet Location 2017 2016 Derivatives designated as cash flow hedges: Prepaid and other current assets Foreign exchange forward contracts $ 3 $ 3 |
Schedule of Pre-tax Gains (Losses) on Cash Flow Hedges | The following table provides information on the location and amounts of pre-tax gains (losses) on our cash flow hedges for the years ended December 31 : (in millions) Gain (Loss) Recognized in Accumulated Other Comprehensive Loss (effective portion) Location of Gain Reclassified from Accumulated Other Comprehensive Loss into Income (effective portion) Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (effective portion) Cash flow hedges - designated as hedging instruments 2017 2016 2015 2017 2016 2015 Foreign exchange forward contracts $ — $ 3 $ — Selling and general expenses $ 9 $ 4 $ — |
Schedule of Cash Flow Hedges included in AOCI | The activity related to the change in unrealized gains (losses) in accumulated other comprehensive loss was as follows for the years ended December 31 : (in millions) Year ended December 31, 2017 2016 2015 Net unrealized gains (losses) on cash flow hedges, net of taxes, beginning of year $ 2 $ (1 ) $ (1 ) Change in fair value, net of tax 9 7 — Reclassification into earnings, net of tax (9 ) (4 ) — Net unrealized gains (losses) on cash flow hedges, net of taxes, end of year $ 2 $ 2 $ (1 ) |
Employee Benefits (Tables)
Employee Benefits (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Schedule of the Benefit Obligation, the Fair Value of Plan Assets, and the Funded Status | A summary of the benefit obligation and the fair value of plan assets, as well as the funded status for the retirement and postretirement plans as of December 31, 2017 and 2016, is as follows (benefits paid in the table below include only those amounts contributed directly to or paid directly from plan assets): (in millions) Retirement Plans Postretirement Plans 2017 2016 2017 2016 Net benefit obligation at beginning of year $ 2,260 $ 2,199 $ 57 $ 80 Service cost 3 3 — — Interest cost 74 78 2 2 Plan participants’ contributions — — 3 4 Actuarial loss (gain) 107 196 (5 ) (6 ) Gross benefits paid (110 ) (121 ) (8 ) (10 ) Foreign currency effect 38 (75 ) — — Other adjustments 1 (43 ) (20 ) — (13 ) Net benefit obligation at end of year 2,329 2,260 49 57 Fair value of plan assets at beginning of year 2,073 2,023 — — Actual return on plan assets 263 259 — — Employer contributions 8 8 25 6 Plan participants’ contributions — — 3 4 Gross benefits paid (110 ) (121 ) (8 ) (10 ) Foreign currency effect 31 (74 ) — Other adjustments (46 ) (22 ) — Fair value of plan assets at end of year 2,219 2,073 20 — Funded status $ (110 ) $ (187 ) $ (29 ) $ (57 ) Amounts recognized in consolidated balance sheets: Non-current assets $ 114 $ 46 $ — $ — Current liabilities (9 ) (8 ) — (8 ) Non-current liabilities (215 ) (225 ) (29 ) (49 ) $ (110 ) $ (187 ) $ (29 ) $ (57 ) Accumulated benefit obligation $ 2,319 $ 2,251 Plans with accumulated benefit obligation in excess of the fair value of plan assets: Projected benefit obligation $ 224 $ 674 Accumulated benefit obligation $ 214 $ 665 Fair value of plan assets $ — $ 441 Amounts recognized in accumulated other comprehensive loss, net of tax: Net actuarial loss (gain) $ 451 $ 483 $ (37 ) $ (35 ) Prior service credit 1 1 (12 ) (13 ) Total recognized $ 452 $ 484 $ (49 ) $ (48 ) 1 Relates to the impact of retiree annuity purchases. |
Schedule of Net Periodic Benefit Cost | A summary of net periodic benefit cost for our retirement and postretirement plans for the years ended December 31, is as follows: (in millions) Retirement Plans Postretirement Plans 2017 2016 2015 2017 2016 2015 Service cost $ 3 $ 3 $ 6 $ — $ — $ — Interest cost 74 78 96 2 2 3 Expected return on assets (126 ) (122 ) (127 ) — — — Amortization of: Actuarial loss (gain) 18 16 20 (2 ) (1 ) — Prior service (credit) cost — — — (2 ) — (1 ) Other 1 8 — — — — — Net periodic benefit cost $ (23 ) $ (25 ) $ (5 ) $ (2 ) $ 1 $ 2 |
Schedule of Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income, Net of Tax | Other changes in plan assets and benefit obligations recognized in other comprehensive income, net of tax for the years ended December 31, are as follows: (in millions) Retirement Plans Postretirement Plans 2017 2016 2015 2017 2016 2015 Net actuarial (gain) loss $ (20 ) $ 60 $ (6 ) $ (3 ) $ (12 ) $ (17 ) Recognized actuarial (gain) loss (12 ) (10 ) (13 ) 1 1 — Prior service (credit) cost — — — 1 (8 ) 1 Other 1 (7 ) Total recognized $ (39 ) $ 50 $ (19 ) $ (1 ) $ (19 ) $ (16 ) 1 Represents a charge related to our U.K retirement plan. |
Schedule of Assumptions Used | Retirement Plans Postretirement Plans 2017 2016 2015 2017 2016 2015 Benefit obligation: Discount rate 2 3.68 % 4.14 % 4.47 % 3.40 % 3.69 % 3.90 % Net periodic cost: Weighted-average healthcare cost rate 1 7.00 % 7.00 % 7.00 % Discount rate - U.S. plan 2 4.13 % 4.47 % 4.15 % 3.69 % 3.94 % 3.60 % Discount rate - U.K. plan 2 2.58 % 3.84 % 3.80 % Return on assets 3 6.25 % 6.25 % 6.25 % 1 The assumed weighted-average healthcare cost trend rate will decrease ratably from 7% in 2017 to 5% in 2024 and remain at that level thereafter. Assumed healthcare cost trends have an effect on the amounts reported for the healthcare plans. A one percentage point change in assumed healthcare cost trend creates the following effects: (in millions) 1% point increase 1% point decrease Effect on postretirement obligation $ — $ — 2 Effective January 1, 2017, we changed our discount rate assumption on our U.S. retirement plans to 4.13% from 4.47% in 2016 and changed our discount rate assumption on our U.K. plan to 2.58% from 3.84% in 2016 . At the end of 2015, we changed our approach used to measure service and interest costs on all of our retirement plans. For 2015 and prior periods presented, we measured service and interest costs utilizing a single weighted-average discount rate derived from the yield curve used to measure the benefit obligation. For 2016 and 2017, we elected to measure service and interest costs by applying the specific spot rates along that yield curve to the plans' liability cash flows. We believe this new approach provides a more precise measurement of service and interest costs by aligning the timing of the plans' liability cash flows to the corresponding spot rates on the yield curve. This change does not affect the measurement of our benefit obligation. We have accounted for this change as a change in accounting estimate that is inseparable from a change in accounting principle and, accordingly, have accounted for it on a prospective basis. Pension and postretirement medical costs decreased by approximately $10 million in 2017 and $14 million in 2016 as a result of this change. 3 The expected return on assets assumption is calculated based on the plan’s asset allocation strategy and projected market returns over the long-term. Effective January 1, 2018, our return on assets assumption for the U.S. plan and U.K. plan decreased to 6.00% from 6.25% . |
Schedule of Effects Created by One Percentage Point Change in Assumed Healthcare Cost Trend | A one percentage point change in assumed healthcare cost trend creates the following effects: (in millions) 1% point increase 1% point decrease Effect on postretirement obligation $ — $ — |
Schedule of Information about the Expected Cash Flows for Retirement and Post-Retirement Plans and Impact of the Medicare Subsidy | Information about the expected cash flows for our retirement and postretirement plans and the impact of the Medicare subsidy is as follows: (in millions) Postretirement Plans 2 Retirement 1 Plans Gross payments Retiree contributions Medicare subsidy 3 Net payments 2018 $ 88 $ 9 $ (3 ) $ — $ 6 2019 90 8 (3 ) — 5 2020 93 8 (2 ) — 6 2021 96 7 (2 ) — 5 2022 99 6 (2 ) — 4 2023-2027 527 24 (9 ) — 15 1 Reflects the total benefits expected to be paid from the plans or from our assets including both our share of the benefit cost and the participants’ share of the cost. 2 Reflects the total benefits expected to be paid from our assets. 3 Expected medicare subsidy amounts, for the years presented, are less than $1 million . |
Schedule of Fair Value of Defined Benefit Plan Assets by Asset Class | The fair value of our defined benefit plans assets as of December 31, 2017 and 2016 , by asset class is as follows: (in millions) December 31, 2017 Total Level 1 Level 2 Level 3 Cash and short-term investments $ 10 $ 10 $ — $ — Equities: U.S. indexes 1 50 50 — — U.S. growth and value 109 109 — — U.K. 5 5 — — International, excluding U.K. 45 45 — — Fixed income: Long duration strategy 2 1,076 — 1,076 — Intermediate duration securities 35 — 35 — Agency mortgage backed securities 5 — 5 — Asset backed securities 19 — 19 — Non-agency mortgage backed securities 3 15 — 15 — International, excluding U.K. 18 — 18 — Real Estate U.K. 4 39 — — 39 Total $ 1,426 $ 219 $ 1,168 $ 39 Collective investment funds $ 793 Total $ 2,219 (in millions) December 31, 2016 Total Level 1 Level 2 Level 3 Cash, short-term investments, and other $ 38 $ 38 $ — $ — Equities: U.S. indexes 1 69 69 — — U.S. growth and value 103 103 — — U.K. 3 3 — — International, excluding U.K. 38 38 — — Fixed income: Long duration strategy 2 970 — 970 — Intermediate duration securities 32 — 32 — Agency mortgage backed securities 5 — 5 — Asset backed securities 19 — 19 — Non-agency mortgage backed securities 3 20 — 20 — International 16 — 16 — Real Estate U.K. 4 11 — — 11 Total $ 1,324 $ 251 $ 1,062 $ 11 Collective investment funds $ 749 Total $ 2,073 1 Includes securities that are tracked in the S&P Smallcap 600 index. 2 Includes securities that are mainly investment grade obligations of issuers in the U.S. 3 Includes U.S. mortgage-backed securities that are not backed by the U.S. government. 4 Includes a fund which holds real estate properties in the U.K. |
Schedule of Effect of Significant Unobservable Inputs, Changes in Plan Assets | The trustee obtains estimated prices from vendors for securities that are not easily quotable and they are categorized accordingly as Level 3. The following table details further information on our plan assets where we have used significant unobservable inputs (Level 3): (in millions) Level 3 Balance as of December 31, 2016 $ 11 Purchases 28 Distributions (1 ) Gain (loss) 1 Balance as of December 31, 2017 $ 39 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Number of Common Shares Reserved for Issuance | The number of common shares reserved for issuance are as follows: (in millions) December 31, 2017 2016 Shares available for granting under the 2002 Plan 33.8 33.5 Options outstanding 2.1 3.8 Total shares reserved for issuance 1 35.9 37.3 1 Shares reserved for issuance under the Director Deferred Stock Ownership Plan are not included in the total, but are less than 0.1 million . |
Schedule of Stock-based Compensation Expense | Stock-based compensation expense and the corresponding tax benefit are as follows: (in millions) Year Ended December 31, 2017 2016 2015 Stock option expense $ 3 $ 7 $ 14 Restricted stock and unit awards expense 96 69 64 Total stock-based compensation expense $ 99 $ 76 $ 78 Tax benefit $ 38 $ 29 $ 29 |
Schedule of Assumptions Used in Valuing the Options Granted | We use a lattice-based option-pricing model to estimate the fair value of options granted. The following assumptions were used in valuing the options granted: Year Ended December 31, 2015 Risk-free average interest rate 0.2 - 1.9% Dividend yield 1.4% Volatility 21 - 39% Expected life (years) 6.3 Weighted-average grant-date fair value per option $ 27.57 |
Schedule of Stock Option Activity | Stock option activity is as follows: (in millions, except per award amounts) Shares Weighted average exercise price Weighted-average remaining years of contractual term Aggregate intrinsic value Options outstanding as of December 31, 2016 3.8 $ 43.36 Exercised (1.7 ) $ 113.04 Forfeited and expired 1 — $ 72.35 Options outstanding as of December 31, 2017 2.1 $ 44.09 3.5 $ 270 Options exercisable as of December 31, 2017 2.1 $ 44.08 3.5 $ 270 1 There are less 0.1 million shares forfeited and expired. (in millions, except per award amounts) Shares Weighted-average grant-date fair value Nonvested options outstanding as of December 31, 2016 0.2 $ 23.42 Vested (0.2 ) $ 23.40 Forfeited 1 — $ 24.22 Nonvested options outstanding as of December 31, 2017 — $ 27.52 Total unrecognized compensation expense related to nonvested options 2 $ — Weighted-average years to be recognized over 0.1 1 There are less than 0.1 million shares forfeited. 2 There is less than $1 million of unrecognized compensation expense related to nonvested options. |
Schedule of Stock Option Exercises | Information regarding our stock option exercises is as follows: (in millions) Year Ended December 31, 2017 2016 2015 Net cash proceeds from the exercise of stock options $ 75 $ 88 $ 86 Total intrinsic value of stock option exercises $ 118 $ 95 $ 94 Income tax benefit realized from stock option exercises $ 64 $ 41 $ 49 |
Schedule of Restricted Stock and Unit Activity | Restricted stock and unit activity for performance and non-performance awards is as follows: (in millions, except per award amounts) Shares Weighted-average grant-date fair value Nonvested shares as of December 31, 2016 1.0 $ 106.31 Granted 0.8 $ 147.12 Vested (1.0 ) $ 156.16 Forfeited 1 — $ 107.96 Nonvested shares as of December 31, 2017 0.8 $ 124.91 Total unrecognized compensation expense related to nonvested awards $ 66 Weighted-average years to be recognized over 1.6 1 There are less than 0.1 million shares forfeited. Year Ended December 31, 2017 2016 2015 Weighted-average grant-date fair value per award $ 147.12 $ 93.01 $ 77.06 Total fair value of restricted stock and unit awards vested $ 147 $ 99 $ 155 Tax benefit relating to restricted stock activity $ 36 $ 26 $ 24 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Schedule of Dividend History | Year Ended December 31, 2017 2016 2015 Quarterly dividend rate $ 0.41 $ 0.36 $ 0.33 Annualized dividend rate $ 1.64 $ 1.44 $ 1.32 Dividends paid (in millions) $ 421 $ 380 $ 363 |
Schedule of Share Repurchases | Share repurchases were as follows: (in millions, except average price) Year Ended December 31, 2017 2016 2015 Total number of shares purchased 1 6.8 9.7 10.1 Average price paid per share 2 $ 147.74 $ 113.36 $ 99.00 Total cash utilized 2 $ 1,001 $ 1,097 $ 1,000 1 2017 and 2016 includes shares received as part of our accelerated share repurchase agreements as described in more detail below. 2 In December of 2015, 0.3 million shares were repurchased for approximately $26 million , which settled in January of 2016. Excluding these 0.3 million shares, the average price paid per share was $98.98 . Cash used for financing activities only reflects those shares which settled during the year ended December 31, 2017 , 2016 and 2015 resulting in $1,001 million , $1,123 million and $974 million of cash used to repurchase shares, respectively. |
Schedule of Redeemable Noncontrolling Interest Rollforward | Ch anges to redeemable noncontrolling interest during the year ended December 31, 2017 were as follows: (in millions) Balance as of December 31, 2016 $ 1,080 Net income attributable to noncontrolling interest 127 Distributions to noncontrolling interest (117 ) Redemption value adjustment 260 Balance as of December 31, 2017 $ 1,350 |
Schedule of Changes in the Components of Accumulated Other Comprehensive Loss | The following table summarizes the changes in the components of accumulated other comprehensive loss for the year ended December 31, 2017 : (in millions) Foreign Currency Translation Adjustment Pension and Postretirement Benefit Plans 1 Unrealized Gain (Loss) on Forward Exchange Contracts 2 Unrealized Loss on Investment Accumulated Other Comprehensive Loss Balance as of December 31, 2016 $ (332 ) $ (443 ) $ 2 — $ (773 ) Other comprehensive income before reclassifications 93 30 9 (10 ) 122 Reclassifications from accumulated other comprehensive loss to net earnings — 11 (9 ) — 2 Net other comprehensive income 93 41 — (10 ) 124 Balance as of December 31, 2017 $ (239 ) $ (402 ) $ 2 $ (10 ) $ (649 ) 1 See Note 7 — Employee Benefits for additional details of items reclassed from accumulated other comprehensive loss to net earnings. 2 See Note 6 — Derivative Instruments for additional details of items reclassed from accumulated other comprehensive loss to net earnings. |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation for Basic and Diluted Earnings per Share | The calculation for basic and diluted EPS is as follows: (in millions, except per share data) Year Ended December 31, 2017 2016 2015 Amount attributable to S&P Global Inc. common shareholders: Net income $ 1,496 $ 2,106 $ 1,156 Basic weighted-average number of common shares outstanding 256.3 262.8 271.6 Effect of stock options and other dilutive securities 2.6 2.4 3.0 Diluted weighted-average number of common shares outstanding 258.9 265.2 274.6 Earnings per share attributable to S&P Global Inc. common shareholders: Net income: Basic $ 5.84 $ 8.02 $ 4.26 Diluted $ 5.78 $ 7.94 $ 4.21 |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Initial Restructuring Charge Recorded and the Ending Reserve Balance | The initial restructuring charge recorded and the ending reserve balance as of December 31, 2017 by segment is as follows: 2017 Restructuring Plan 2016 Restructuring Plan (in millions) Initial Charge Recorded Ending Reserve Balance Initial Charge Recorded Ending Reserve Balance Ratings $ 25 $ 24 $ 14 4 Market and Commodities Intelligence 9 5 10 3 Indices — — 1 — Corporate 10 10 5 1 Total $ 44 $ 39 $ 30 $ 8 |
Segment and Geographic Inform36
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | Segment information for the years ended December 31 is as follows: (in millions) Revenue Operating Profit 2017 2016 2015 2017 2016 2015 Ratings 1 $ 2,988 $ 2,535 $ 2,428 $ 1,524 $ 1,262 $ 1,078 Market and Commodities Intelligence 2 2,452 2,585 2,376 793 1,822 585 Indices 3 733 639 597 471 412 392 Intersegment elimination 4 (110 ) (98 ) (88 ) — — — Total operating segments 6,063 5,661 5,313 2,788 3,496 2,055 Unallocated expense 5 — — — (178 ) (127 ) (138 ) Total $ 6,063 $ 5,661 $ 5,313 $ 2,610 $ 3,369 $ 1,917 1 Operating profit for the year ended December 31, 2017 includes legal settlement expenses of $55 million and employee severance charges of $25 million . Operating profit for the year ended December 31, 2016 primarily includes a benefit related to net legal settlement insurance recoveries of $10 million and employee severance charges of $6 million . Operating profit for the year ended December 31, 2015 includes net legal settlement expenses of $54 million and employee severance charges of $13 million . Additionally, operating profit includes amortization of intangibles from acquisitions of $4 million for the year ended December 31, 2017 and $5 million for the years ended December 31, 2016 and 2015 . 2 Operating profit for the year ended December 31, 2017 includes non-cash acquisition and disposition-related adjustments of $15 million , employee severance charges of $9 million , a charge to exit a leased facility of $6 million , and an asset-write off of $2 million . Operating profit for the year ended December 31, 2016 includes a $1.1 billion gain from our dispositions, disposition-related costs of $48 million , a technology-related impairment charge of $24 million and an acquisition-related cost of $1 million . Operating profit for the year ended December 31, 2015 includes acquisition-related costs related to the acquisition of SNL of $37 million and costs related to identified operating efficiencies primarily related to employee severance charges of $33 million . Additionally, operating profit includes amortization of intangibles from acquisitions of $87 million , $85 million and $57 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. 3 Operating profit includes amortization of intangibles from acquisitions of $7 million , $6 million and $5 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. 4 Revenue for Ratings and expenses for Market and Commodities Intelligence include an intersegment royalty charged to Market and Commodities Intelligence for the rights to use and distribute content and data developed by Ratings. 5 The year ended December 31, 2017 includes a charge to exit leased facilities of $19 million , employee severance charges of $10 million and a pension related charge of $8 million . The year ended December 31, 2016 includes $3 million from a disposition-related reserve release. The year ended December 31, 2015 includes a gain of $11 million related to the sale of our interest in a legacy McGraw Hill Construction investment and costs related to identified operating efficiencies primarily related to employee severance charges of $10 million . (in millions) Depreciation & Amortization Capital Expenditures 2017 2016 2015 2017 2016 2015 Ratings $ 34 $ 34 $ 43 $ 45 $ 42 $ 48 Market and Commodities Intelligence 128 131 99 52 57 78 Indices 9 8 8 3 3 4 Total operating segments 171 173 150 100 102 130 Corporate 9 8 7 23 13 9 Total $ 180 $ 181 $ 157 $ 123 $ 115 $ 139 Segment information as of December 31 is as follows: (in millions) Total Assets 2017 2016 Ratings $ 788 $ 612 Market and Commodities Intelligence 4,172 4,104 Indices 1,270 1,247 Total operating segments 6,230 5,963 Corporate 1 3,190 2,699 Assets held for sale 2 5 7 Total $ 9,425 $ 8,669 1 Corporate assets consist principally of cash and cash equivalents, assets for pension benefits, deferred income taxes and leasehold improvements related to subleased areas. 2 Includes East Windsor, New Jersey facility and QuantHouse as of December 31, 2017 and 2016, respectively. |
Schedule of Revenue and Long-lived Assets by Geographic Region | The following provides revenue and long-lived assets by geographic region: (in millions) Revenue Long-lived Assets Year ended December 31, December 31, 2017 2016 2015 2017 2016 U.S. $ 3,658 $ 3,461 $ 3,202 $ 4,285 $ 4,335 European region 1,473 1,330 1,265 346 341 Asia 594 575 566 54 58 Rest of the world 338 295 280 49 46 Total $ 6,063 $ 5,661 $ 5,313 $ 4,734 $ 4,780 Revenue Long-lived Assets Year ended December 31, December 31, 2017 2016 2015 2017 2016 U.S. 60 % 61 % 60 % 91 % 91 % European region 24 24 24 7 7 Asia 10 10 11 1 1 Rest of the world 6 5 5 1 1 Total 100 % 100 % 100 % 100 % 100 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Rental Expense for Property and Equipment Under Operating Lease Agreements | Rental expense for property and equipment under all operating lease agreements is as follows: (in millions) Year ended December 31, 2017 2016 2015 Gross rental expense $ 177 $ 179 $ 182 Less: sublease revenue (17 ) (16 ) (14 ) Less: rent credit — — (4 ) Net rental expense $ 160 $ 163 $ 164 |
Schedule of Future Minimum Rental Commitments | Cash amounts for future minimum rental commitments under existing non-cancelable leases with a remaining term of more than one year, along with minimum sublease rental income to be received under non-cancelable subleases are shown in the following table. (in millions) Rent commitment Sublease income Net rent 2018 $ 122 $ (17 ) $ 105 2019 109 (17 ) 92 2020 83 (3 ) 80 2021 71 — 71 2022 69 — 69 2023 and beyond 516 — 516 Total $ 970 $ (37 ) $ 933 |
Quarterly Financial Informati38
Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information (Unaudited) | (in millions, except per share data) First quarter Second quarter Third quarter Fourth quarter Total year 2017 Revenue $ 1,453 $ 1,509 $ 1,513 $ 1,589 $ 6,063 Operating profit $ 648 $ 677 $ 658 $ 628 $ 2,610 Net income $ 430 $ 457 $ 452 $ 299 $ 1,638 Net income attributable to S&P Global common shareholders $ 399 $ 421 $ 414 $ 263 $ 1,496 Earnings per share attributable to S&P Global Inc. common shareholders: Net income: Basic $ 1.54 $ 1.63 $ 1.62 $ 1.03 $ 5.84 Diluted $ 1.53 $ 1.62 $ 1.61 $ 1.02 $ 5.78 2016 1 Revenue $ 1,341 $ 1,482 $ 1,439 $ 1,399 $ 5,661 Operating profit $ 512 $ 651 $ 1,348 $ 857 $ 3,369 Net income $ 323 $ 412 $ 923 $ 569 $ 2,228 Net income attributable to S&P Global common shareholders $ 294 $ 383 $ 892 $ 537 $ 2,106 Earnings per share attributable to S&P Global Inc. common shareholders: Net income: Basic $ 1.11 $ 1.45 $ 3.39 2.07 8.02 Diluted $ 1.10 $ 1.44 $ 3.36 2.05 7.94 Note - Totals presented may not sum due to rounding. 1 The third quarter of 2016 and the fourth of 2016 include a pre-tax gain on our dispositions of $722 million ( $521 million after-tax) and $379 million ( $297 million after-tax), respectively. See Note 2 – Acquisitions and Divestitures for further information. |
Condensed Consolidating Finan39
Condensed Consolidating Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Statement of Income | Statement of Income Year Ended December 31, 2017 (in millions) S&P Global Inc. Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations S&P Global Inc. Consolidated Revenue $ 717 $ 1,780 $ 3,704 $ (138 ) $ 6,063 Expenses: Operating-related expenses 108 482 1,261 (138 ) 1,713 Selling and general expenses 162 345 1,053 — 1,560 Depreciation 31 11 40 — 82 Amortization of intangibles — — 98 — 98 Total expenses 301 838 2,452 (138 ) 3,453 Operating profit 416 942 1,252 — 2,610 Interest expense (income), net 163 — (14 ) — 149 Non-operating intercompany transactions 365 (77 ) (2,463 ) 2,175 — (Loss) income before taxes on income (112 ) 1,019 3,729 (2,175 ) 2,461 Provision for taxes on income 26 370 427 — 823 Equity in net income of subsidiaries 3,808 — — (3,808 ) — Net income 3,670 649 3,302 (5,983 ) 1,638 Less: net income attributable to noncontrolling interests — — — (142 ) (142 ) Net income attributable to S&P Global Inc. $ 3,670 $ 649 $ 3,302 $ (6,125 ) $ 1,496 Comprehensive income $ 3,694 $ 649 $ 3,401 $ (5,982 ) $ 1,762 Statement of Income Year Ended December 31, 2016 (in millions) S&P Global Inc. Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations S&P Global Inc. Consolidated Revenue $ 667 $ 1,513 $ 3,607 $ (126 ) $ 5,661 Expenses: Operating-related expenses 113 451 1,335 (126 ) 1,773 Selling and general expenses 109 243 1,087 — 1,439 Depreciation 38 9 38 — 85 Amortization of intangibles — — 96 — 96 Total expenses 260 703 2,556 (126 ) 3,393 Gain on dispositions (1,072 ) — (29 ) — (1,101 ) Operating profit 1,479 810 1,080 — 3,369 Interest expense (income), net 191 — (10 ) — 181 Non-operating intercompany transactions 356 (83 ) (941 ) 668 — Income before taxes on income 932 893 2,031 (668 ) 3,188 Provision for taxes on income 275 420 265 — 960 Equity in net income of subsidiaries 2,412 294 — (2,706 ) — Net income 3,069 767 1,766 (3,374 ) 2,228 Less: net income attributable to noncontrolling interests — — — (122 ) (122 ) Net income attributable to S&P Global Inc. $ 3,069 $ 767 $ 1,766 $ (3,496 ) $ 2,106 Comprehensive income $ 3,099 $ 767 $ 1,563 $ (3,374 ) $ 2,055 Statement of Income Year Ended December 31, 2015 (in millions) S&P Global Inc. Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations S&P Global Inc. Consolidated Revenue $ 624 $ 2,141 $ 2,663 $ (115 ) $ 5,313 Expenses: Operating-related expenses 137 737 959 (115 ) 1,718 Selling and general expenses 184 254 1,094 — 1,532 Depreciation 40 18 32 — 90 Amortization of intangibles — — 67 — 67 Total expenses 361 1,009 2,152 (115 ) 3,407 Gain on disposition — — (11 ) — (11 ) Operating profit 263 1,132 522 — 1,917 Interest expense (income), net 112 — (10 ) — 102 Non-operating intercompany transactions 282 222 (504 ) — — (Loss) income before taxes on income (131 ) 910 1,036 — 1,815 (Benefit) provision for taxes on income (107 ) 358 296 — 547 Equity in net income of subsidiaries 1,473 272 — (1,745 ) — Net income 1,449 824 740 (1,745 ) 1,268 Less: net income attributable to noncontrolling interests — — — (112 ) (112 ) Net income attributable to S&P Global Inc. $ 1,449 $ 824 $ 740 $ (1,857 ) $ 1,156 Comprehensive income $ 1,446 $ 822 $ 655 $ (1,741 ) $ 1,182 |
Balance Sheet | Balance Sheet December 31, 2017 (in millions) S&P Global Inc. Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations S&P Global Inc. Consolidated ASSETS Current assets: Cash and cash equivalents $ 632 $ — $ 2,147 $ — $ 2,779 Accounts receivable, net of allowance for doubtful accounts 138 152 1,029 — 1,319 Intercompany receivable 768 1,784 2,527 (5,079 ) — Prepaid and other current assets 143 (3 ) 86 — 226 Total current assets 1,681 1,933 5,789 (5,079 ) 4,324 Property and equipment, net of accumulated depreciation 158 10 107 — 275 Goodwill 261 — 2,719 9 2,989 Other intangible assets, net — — 1,388 — 1,388 Investments in subsidiaries 8,364 5 8,028 (16,397 ) — Intercompany loans receivable 116 — 1,699 (1,815 ) — Other non-current assets 215 61 174 (1 ) 449 Total assets $ 10,795 $ 2,009 $ 19,904 $ (23,283 ) $ 9,425 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 79 $ 23 $ 93 $ — $ 195 Intercompany payable 3,433 492 1,154 (5,079 ) — Accrued compensation and contributions to retirement plans 145 86 241 — 472 Short-term debt 399 — — — 399 Income taxes currently payable 2 — 75 — 77 Unearned revenue 293 193 1,127 — 1,613 Accrued legal settlements — 2 105 — 107 Other current liabilities 136 21 194 — 351 Total current liabilities 4,487 817 2,989 (5,079 ) 3,214 Long-term debt 3,170 — — — 3,170 Intercompany loans payable 101 — 1,715 (1,816 ) — Pension and other postretirement benefits 180 — 64 — 244 Other non-current liabilities 376 74 229 — 679 Total liabilities 8,314 891 4,997 (6,895 ) 7,307 Redeemable noncontrolling interest — — — 1,350 1,350 Equity: Common stock 412 — 2,318 (2,318 ) 412 Additional paid-in capital (216 ) 602 9,256 (9,117 ) 525 Retained income 12,156 516 3,782 (6,429 ) 10,025 Accumulated other comprehensive loss (269 ) — (426 ) 46 (649 ) Less: common stock in treasury (9,602 ) — (23 ) 23 (9,602 ) Total equity - controlling interests 2,481 1,118 14,907 (17,795 ) 711 Total equity - noncontrolling interests — — — 57 57 Total equity 2,481 1,118 14,907 (17,738 ) 768 Total liabilities and equity $ 10,795 $ 2,009 $ 19,904 $ (23,283 ) $ 9,425 Balance Sheet December 31, 2016 (in millions) S&P Global Inc. Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations S&P Global Inc. Consolidated ASSETS Current assets: Cash and cash equivalents $ 711 $ — $ 1,681 $ — $ 2,392 Accounts receivable, net of allowance for doubtful accounts 138 131 853 — 1,122 Intercompany receivable (165 ) 837 870 (1,542 ) — Prepaid and other current assets 77 2 79 (1 ) 157 Total current assets 761 970 3,483 (1,543 ) 3,671 Property and equipment, net of accumulated depreciation 159 1 111 — 271 Goodwill 261 — 2,679 9 2,949 Other intangible assets, net — — 1,506 — 1,506 Investments in subsidiaries 5,464 680 7,826 (13,970 ) — Intercompany loans receivable 17 — 1,354 (1,371 ) — Other non-current assets 134 24 114 — 272 Total assets $ 6,796 $ 1,675 $ 17,073 $ (16,875 ) $ 8,669 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 73 $ 22 $ 88 $ — $ 183 Intercompany payable 1,324 40 177 (1,541 ) — Accrued compensation and contributions to retirement plans 129 69 211 — 409 Income taxes currently payable 43 — 52 — 95 Unearned revenue 273 191 1,045 — 1,509 Accrued legal and regulatory settlements 2 3 51 56 Other current liabilities 163 (54 ) 250 — 359 Total current liabilities 2,007 271 1,874 (1,541 ) 2,611 Long-term debt 3,564 — — — 3,564 Intercompany loans payable 11 — 1,360 (1,371 ) — Pension and other postretirement benefits 196 — 78 — 274 Other non-current liabilities 52 74 314 (1 ) 439 Total liabilities 5,830 345 3,626 (2,913 ) 6,888 Redeemable noncontrolling interest — — — 1,080 1,080 Equity: Common stock 412 — 2,460 (2,460 ) 412 Additional paid-in capital (174 ) 1,154 10,485 (10,963 ) 502 Retained income 9,721 176 1,034 (1,721 ) 9,210 Accumulated other comprehensive loss (292 ) — (525 ) 44 (773 ) Less: common stock in treasury (8,701 ) — (7 ) 7 (8,701 ) Total equity - controlling interests 966 1,330 13,447 (15,093 ) 650 Total equity - noncontrolling interests — — — 51 51 Total equity 966 1,330 13,447 (15,042 ) 701 Total liabilities and equity $ 6,796 $ 1,675 $ 17,073 $ (16,875 ) $ 8,669 |
Statement of Cash Flows | Statement of Cash Flows Year Ended December 31, 2017 (in millions) S&P Global Inc. Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations S&P Global Inc. Consolidated Operating Activities: Net income $ 3,670 $ 649 $ 3,302 $ (5,983 ) $ 1,638 Adjustments to reconcile net income to cash provided by operating activities: Depreciation 31 11 40 — 82 Amortization of intangibles — — 98 — 98 Provision for losses on accounts receivable 2 3 11 — 16 Deferred income taxes 108 (10 ) (98 ) — — Stock-based compensation 35 22 42 — 99 Accrued legal settlements — — 55 — 55 Other 34 19 43 — 96 Changes in operating assets and liabilities, net of effect of acquisitions and dispositions: Accounts receivable (2 ) (23 ) (171 ) — (196 ) Prepaid and current assets (5 ) 3 12 — 10 Accounts payable and accrued expenses 22 97 (44 ) — 75 Unearned revenue 19 2 64 — 85 Accrued legal settlements — (1 ) (3 ) — (4 ) Other current liabilities (42 ) (12 ) (31 ) — (85 ) Net change in prepaid/accrued income taxes 41 (18 ) 9 — 32 Net change in other assets and liabilities 7 (6 ) 14 — 15 Cash provided by operating activities 3,920 736 3,343 (5,983 ) 2,016 Investing Activities: Capital expenditures (55 ) (32 ) (36 ) — (123 ) Acquisitions, net of cash acquired — — (83 ) — (83 ) Proceeds from dispositions — — 2 — 2 Changes in short-term investments — — (5 ) — (5 ) Cash used for investing activities (55 ) (32 ) (122 ) — (209 ) Financing Activities: Dividends paid to shareholders (421 ) — — — (421 ) Distributions to noncontrolling interest holders — — (111 ) — (111 ) Repurchase of treasury shares (1,001 ) — — — (1,001 ) Exercise of stock options 68 — 7 — 75 Employee withholding tax on share-based payments (49 ) — — — (49 ) Intercompany financing activities (2,546 ) (704 ) (2,733 ) 5,983 — Cash used for financing activities (3,949 ) (704 ) (2,837 ) 5,983 (1,507 ) Effect of exchange rate changes on cash from continuing operations 5 — 82 — 87 Net change in cash and cash equivalents (79 ) — 466 — 387 Cash and cash equivalents at beginning of year 711 — 1,681 — 2,392 Cash and cash equivalents at end of year $ 632 $ — $ 2,147 $ — $ 2,779 Statement of Cash Flows Year Ended December 31, 2016 (in millions) S&P Global Inc. Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations S&P Global Inc. Consolidated Operating Activities: Net income $ 3,069 $ 767 $ 1,766 $ (3,374 ) $ 2,228 Adjustments to reconcile net income to cash provided by operating activities: Depreciation 38 9 38 — 85 Amortization of intangibles — — 96 — 96 Provision for losses on accounts receivable 1 — 8 — 9 Deferred income taxes 16 (9 ) 72 — 79 Stock-based compensation 22 17 37 — 76 Gain on dispositions (1,072 ) — (29 ) — (1,101 ) Accrued legal and regulatory settlements 3 1 50 — 54 Other 48 5 (23 ) — 30 Changes in operating assets and liabilities, net of effect of acquisitions and dispositions: Accounts receivable (24 ) 187 (340 ) — (177 ) Prepaid and current assets (2 ) 10 (3 ) — 5 Accounts payable and accrued expenses (8 ) (39 ) 66 — 19 Unearned revenue 19 (395 ) 483 — 107 Accrued legal and regulatory settlements — (108 ) (42 ) — (150 ) Other current liabilities (27 ) (27 ) 35 — (19 ) Net change in prepaid/accrued income taxes 141 — 33 — 174 Net change in other assets and liabilities (9 ) 38 16 — 45 Cash provided by operating activities 2,215 456 2,263 (3,374 ) 1,560 Investing Activities: Capital expenditures (68 ) (15 ) (32 ) — (115 ) Acquisitions, net of cash acquired (144 ) — (33 ) — (177 ) Proceeds from dispositions 1,422 — 76 — 1,498 Changes in short-term investments — — (1 ) — (1 ) Cash provided by (used for) investing activities 1,210 (15 ) 10 — 1,205 Financing Activities: Payments on short-term debt, net (143 ) — — — (143 ) Proceeds from issuance of senior notes, net 493 — — — 493 Payments on senior notes (421 ) — — — (421 ) Dividends paid to shareholders (380 ) — — — (380 ) Distributions to noncontrolling interest holders — — (116 ) — (116 ) Repurchase of treasury shares (1,123 ) — — — (1,123 ) Exercise of stock options 86 — 2 — 88 Contingent consideration payments (5 ) — (34 ) — (39 ) Employee withholding tax on share-based payments (55 ) — — — (55 ) Intercompany financing activities (1,333 ) (441 ) (1,600 ) 3,374 — Cash used for financing activities (2,881 ) (441 ) (1,748 ) 3,374 (1,696 ) Effect of exchange rate changes on cash from continuing operations — — (158 ) — (158 ) Net change in cash and cash equivalents 544 — 367 — 911 Cash and cash equivalents at beginning of year 167 — 1,314 — 1,481 Cash and cash equivalents at end of year $ 711 $ — $ 1,681 $ — $ 2,392 Statement of Cash Flows Year Ended December 31, 2015 (in millions) S&P Global Inc. Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations S&P Global Inc. Consolidated Operating Activities: Net income $ 1,449 $ 824 $ 740 $ (1,745 ) $ 1,268 Adjustments to reconcile net income to cash provided by (used for) operating activities from continuing operations: Depreciation 40 18 32 — 90 Amortization of intangibles — — 67 — 67 Provision for losses on accounts receivable 1 1 6 — 8 Deferred income taxes 33 290 (43 ) — 280 Stock-based compensation 23 24 31 — 78 Gain on disposition — — (11 ) — (11 ) Accrued legal and regulatory settlements — 110 9 — 119 Other 23 16 18 — 57 Changes in operating assets and liabilities, net of effect of acquisitions and dispositions: Accounts receivable 3 (27 ) (94 ) — (118 ) Prepaid and current assets (4 ) 14 (5 ) — 5 Accounts payable and accrued expenses 8 (34 ) 17 — (9 ) Unearned revenue (5 ) 66 68 — 129 Accrued legal and regulatory settlements — (1,624 ) — — (1,624 ) Other current liabilities (31 ) (35 ) (11 ) — (77 ) Net change in prepaid/accrued income taxes 14 — 115 — 129 Net change in other assets and liabilities 78 8 (121 ) — (35 ) Cash provided by (used for) operating activities from continuing operations 1,632 (349 ) 818 (1,745 ) 356 Investing Activities: Capital expenditures (67 ) (10 ) (62 ) — (139 ) Acquisitions, net of cash acquired (2,243 ) — (153 ) — (2,396 ) Proceeds from dispositions — — 14 — 14 Changes in short-term investments — — (4 ) — (4 ) Cash used for investing activities from continuing operations (2,310 ) (10 ) (205 ) — (2,525 ) Financing Activities: Additions to short-term debt 143 — — — 143 Proceeds from issuance of senior notes, net 2,674 — — — 2,674 Dividends paid to shareholders (363 ) — — — (363 ) Distributions to noncontrolling interest holders — — (104 ) — (104 ) Repurchase of treasury shares (974 ) — — — (974 ) Exercise of stock options 80 — 6 — 86 Contingent consideration payments (5 ) — — — (5 ) Purchase of additional CRISIL shares — — (16 ) — (16 ) Employee withholding tax on share-based payments (92 ) — — — (92 ) Intercompany financing activities (2,020 ) 359 (84 ) 1,745 — Cash (used for) provided by financing activities from continuing operations (557 ) 359 (198 ) 1,745 1,349 Effect of exchange rate changes on cash from continuing operations — — (67 ) — (67 ) Cash provided by continuing operations (1,235 ) — 348 — (887 ) Discontinued Operations: Cash used for operating activities — — (129 ) — (129 ) Cash used for discontinued operations — — (129 ) — (129 ) Net change in cash and cash equivalents (1,235 ) — 219 — (1,016 ) Cash and cash equivalents at beginning of year 1,402 — 1,095 — 2,497 Cash and cash equivalents at end of year $ 167 $ — $ 1,314 $ — $ 1,481 |
Accounting Policies (Details)
Accounting Policies (Details) | 12 Months Ended | |||
Dec. 31, 2017USD ($)unitsSegment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Property, Plant and Equipment [Line Items] | ||||
Number of reportable segments | Segment | 3 | |||
Market value of cash and cash equivalents | $ 2,779,000,000 | $ 2,392,000,000 | $ 1,481,000,000 | $ 2,497,000,000 |
Deferred technology costs, gross | 186,000,000 | 145,000,000 | ||
Accumulated amortization of deferred technology costs | 104,000,000 | 91,000,000 | ||
Fair value of our long-term debt borrowings | 3,800,000,000 | 3,700,000,000 | ||
Non-cash impairment charge associated with finite-lived intangible assets | $ 24,000,000 | 24,000,000 | ||
Number of reporting units | units | 4 | |||
Cost of advertisement | $ 33,000,000 | 35,000,000 | 33,000,000 | |
Undistributed accumulated earnings of foreign subsidiary | $ 2,600,000,000 | |||
Percent of undistributed accumulated earnings of foreign subsidiary not to be reinvested (more than) | 70.00% | |||
Amount of undistributed accumulated earnings of foreign subsidiary to be reinvested | $ 780,000,000 | |||
Income tax benefit from TCJA 2017 | 25,000,000 | 24,000,000 | 3,000,000 | |
Goodwill impairment | 0 | 0 | 0 | |
Indefinite-lived intangible asset impairment | 0 | 0 | 0 | |
Excess tax benefit from share-based compensation, operating activities | 72,000,000 | |||
Excess tax benefit from share-based compensation, financing activities | (49,000,000) | (55,000,000) | (92,000,000) | |
Employee service share-based compensation, cash payments to settle awards | 49,000,000 | |||
Impact of restatement on opening retained earnings | 40,000,000 | |||
Capitalized contract costs | 79,000,000 | |||
Deferred revenue | 14,000,000 | |||
Net impact of recording expense associated with noncurrent deferred revenue | 12,000,000 | |||
Increase (decrease) in income taxes | $ 13,000,000 | |||
Minimum | Software and Software Development Costs | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment useful life | 3 years | |||
Minimum | Building Improvements | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment useful life | 15 years | |||
Minimum | Equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment useful life | 2 years | |||
Maximum | Software and Software Development Costs | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment useful life | 7 years | |||
Maximum | Building Improvements | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment useful life | 40 years | |||
Maximum | Equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment useful life | 10 years | |||
Previously Reported | ||||
Property, Plant and Equipment [Line Items] | ||||
Excess tax benefit from share-based compensation, financing activities | (41,000,000) | (69,000,000) | ||
Employee service share-based compensation, cash payments to settle awards | (55,000,000) | (92,000,000) | ||
Restatement Adjustment | ||||
Property, Plant and Equipment [Line Items] | ||||
Excess tax benefit from share-based compensation, operating activities | 41,000,000 | 69,000,000 | ||
Employee service share-based compensation, cash payments to settle awards | $ 55,000,000 | $ 92,000,000 |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Acquisitions Narrative (Details) | Sep. 01, 2015USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($)sector | Aug. 31, 2017 | Jun. 30, 2017USD ($) | Jun. 30, 2016 | Aug. 31, 2015USD ($) | Aug. 18, 2015USD ($) |
Business Acquisition [Line Items] | |||||||||
Cash paid for acquisitions, net of cash acquired | $ 83,000,000 | $ 177,000,000 | $ 2,400,000,000 | ||||||
Payments for previous acquisition | $ 0 | $ 39,000,000 | $ 5,000,000 | ||||||
Maximum | |||||||||
Business Acquisition [Line Items] | |||||||||
Amortization period for intangible assets (in years) | 18 years | ||||||||
Senior Notes | |||||||||
Business Acquisition [Line Items] | |||||||||
Debt face amount | $ 2,000,000,000 | $ 2,000,000,000 | |||||||
Algomi Limited | |||||||||
Business Acquisition [Line Items] | |||||||||
Cost method investment ownership percentage | 6.02% | ||||||||
CARE Ratings Limited | |||||||||
Business Acquisition [Line Items] | |||||||||
Cost method investment ownership percentage | 8.90% | ||||||||
Investments | $ 54,000,000 | ||||||||
Kensho Technologies | |||||||||
Business Acquisition [Line Items] | |||||||||
Cost method investment ownership percentage | 2.54% | ||||||||
TRIS Rating Company Limited | |||||||||
Business Acquisition [Line Items] | |||||||||
Equity method investment, ownership percentage | 49.00% | ||||||||
PIRA Energy Group | |||||||||
Business Acquisition [Line Items] | |||||||||
Payments for previous acquisition | $ 34,000,000 | ||||||||
UCG | |||||||||
Business Acquisition [Line Items] | |||||||||
Payments for previous acquisition | $ 5,000,000 | $ 5,000,000 | |||||||
SNL Financial LC | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair value of business acquired | $ 2,200,000,000 | ||||||||
Number of sectors in global economy served by acquiree | sector | 5 | ||||||||
Acquisition-related costs | $ 37,000,000 | ||||||||
SNL Financial LC | Minimum | |||||||||
Business Acquisition [Line Items] | |||||||||
Amortization period of acquired intangible assets (in years) | 10 years | ||||||||
SNL Financial LC | Maximum | |||||||||
Business Acquisition [Line Items] | |||||||||
Amortization period of acquired intangible assets (in years) | 18 years | ||||||||
Series of Individually Immaterial Business Acquisitions | Minimum | |||||||||
Business Acquisition [Line Items] | |||||||||
Amortization period of acquired intangible assets (in years) | 3 years | ||||||||
Series of Individually Immaterial Business Acquisitions | Maximum | |||||||||
Business Acquisition [Line Items] | |||||||||
Amortization period of acquired intangible assets (in years) | 10 years |
Acquisitions and Divestitures42
Acquisitions and Divestitures - Purchase Price Allocation (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 01, 2015 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 2,989 | $ 2,949 | $ 2,882 | |
SNL Financial LC | ||||
Business Acquisition [Line Items] | ||||
Current assets | $ 29 | |||
Property, plant and equipment | 19 | |||
Goodwill | 1,574 | |||
Other intangible assets, net | 772 | |||
Other non-current assets | 1 | |||
Total assets acquired | 2,395 | |||
Current liabilities | (43) | |||
Unearned revenue | (117) | |||
Other non-current liabilities | (1) | |||
Total liabilities acquired | (161) | |||
Net assets acquired | 2,234 | |||
SNL Financial LC | Databases and software | ||||
Business Acquisition [Line Items] | ||||
Other intangible assets, net | 421 | |||
SNL Financial LC | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Other intangible assets, net | 162 | |||
SNL Financial LC | Tradenames | ||||
Business Acquisition [Line Items] | ||||
Other intangible assets, net | 185 | |||
SNL Financial LC | Other intangibles | ||||
Business Acquisition [Line Items] | ||||
Other intangible assets, net | $ 4 |
Acquisitions and Divestitures43
Acquisitions and Divestitures - Supplemental Pro Forma Information (Details) - SNL Financial LC $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Business Acquisition [Line Items] | |
Pro forma revenue | $ 5,477 |
Pro forma net income | $ 1,258 |
Acquisitions and Divestitures44
Acquisitions and Divestitures - Liabilities Assumed From Acquisition of Businesses (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Business Combinations [Abstract] | |||
Fair value of assets acquired | $ 83 | $ 253 | $ 2,576 |
Cash paid (net of cash acquired) | 83 | 211 | 2,401 |
Liabilities assumed | $ 0 | $ 42 | $ 175 |
Acquisitions and Divestitures45
Acquisitions and Divestitures - Divestitures Narrative (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Jan. 31, 2017USD ($) | Oct. 31, 2016USD ($)business | Sep. 30, 2016USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Apr. 30, 2017USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Assets held-for-sale | $ 5 | ||||||||
Pre-tax gain (loss) on dispositions | $ 379 | $ 722 | $ 1,100 | ||||||
Gain (loss) on disposition of business, net of tax | $ 297 | $ 521 | |||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Pre-tax gain (loss) on dispositions | $ 1,100 | ||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Quant House SAS | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Pre-tax gain (loss) on dispositions | $ (31) | ||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Equity Research | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Pre-tax gain (loss) on dispositions | $ 9 | ||||||||
Gain (loss) on disposition of business, net of tax | 5 | ||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | SPSE and CMA | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Pre-tax gain (loss) on dispositions | 364 | ||||||||
Gain (loss) on disposition of business, net of tax | $ 297 | ||||||||
Number of businesses disposed | business | 2 | ||||||||
Cash proceeds from sale of business | $ 425 | ||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | J.D. Power | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Pre-tax gain (loss) on dispositions | $ 728 | ||||||||
Gain (loss) on disposition of business, net of tax | 516 | ||||||||
Cash proceeds from sale of business | $ 1,100 | ||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | McGraw Hill Construction | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Pre-tax gain (loss) on dispositions | $ 11 |
Acquisitions and Divestitures46
Acquisitions and Divestitures - Components of Business Held For Sale (Details) - Disposal Group, Held-for-sale, Not Discontinued Operations - QuantHouse $ in Millions | Dec. 31, 2017USD ($) |
Components of Assets and Liabilities Held For Sale | |
Accounts receivable, net | $ 4 |
Other assets | 3 |
Assets of a business held for sale | 7 |
Accounts payable and accrued expenses | 3 |
Unearned revenue | 7 |
Other liabilities | 35 |
Liabilities of a business held for sale | $ 45 |
Acquisitions and Divestitures47
Acquisitions and Divestitures - Components of Income From Discontinued Operations (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Business Combinations [Abstract] | |||
Operating profit | $ 0 | $ 62 | $ 85 |
Goodwill and Other Intangible48
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Indefinite-lived Intangible Assets by Major Class [Line Items] | |||
Carrying value of trade name and licenses | $ 714 | $ 714 | |
Weighted-average life of the intangible assets | 12 years | ||
Amortization of intangibles | $ 98 | 96 | $ 67 |
Maximum | |||
Indefinite-lived Intangible Assets by Major Class [Line Items] | |||
Weighted-average life of the intangible assets | 20 years | ||
Dow Jones Index | Intellectual Property | |||
Indefinite-lived Intangible Assets by Major Class [Line Items] | |||
Carrying value of trade name and licenses | $ 380 | 380 | |
Dow Jones Index | Tradenames | |||
Indefinite-lived Intangible Assets by Major Class [Line Items] | |||
Carrying value of trade name and licenses | 90 | 90 | |
Market and Commodities Intelligence | |||
Indefinite-lived Intangible Assets by Major Class [Line Items] | |||
Amortization of intangibles | 87 | 85 | 57 |
Market and Commodities Intelligence | Tradenames | |||
Indefinite-lived Intangible Assets by Major Class [Line Items] | |||
Carrying value of trade name and licenses | 185 | 185 | |
Indices | |||
Indefinite-lived Intangible Assets by Major Class [Line Items] | |||
Amortization of intangibles | 7 | 6 | $ 5 |
Indices | Goldman Sachs Commodity and Broad Market Intellectual Property | |||
Indefinite-lived Intangible Assets by Major Class [Line Items] | |||
Carrying value of trade name and licenses | $ 59 | $ 59 |
Goodwill and Other Intangible49
Goodwill and Other Intangible Assets - Goodwill (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | $ 2,949 | $ 2,882 |
Acquisitions | 113 | |
Dispositions | (35) | |
Other | 40 | (11) |
Goodwill, ending balance | 2,989 | 2,949 |
Ratings | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 109 | 114 |
Acquisitions | 0 | |
Dispositions | 0 | |
Other | 5 | (5) |
Goodwill, ending balance | 114 | 109 |
Market and Commodities Intelligence | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 2,457 | 2,392 |
Acquisitions | 106 | |
Dispositions | (35) | |
Other | 27 | (6) |
Goodwill, ending balance | 2,484 | 2,457 |
Indices | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 383 | 376 |
Acquisitions | 7 | |
Dispositions | 0 | |
Other | 8 | 0 |
Goodwill, ending balance | $ 391 | $ 383 |
Goodwill and Other Intangible50
Goodwill and Other Intangible Assets - Other Intangible Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-lived Intangible Assets [Roll Forward] | |||
Beginning balance | $ 1,183 | $ 1,133 | |
Acquisitions | 98 | ||
Dispositions | (6) | (10) | |
Impairment | (24) | (24) | |
Reclassifications | 0 | ||
Other (primarily Fx) | (10) | (14) | |
Ending balance | 1,167 | 1,183 | $ 1,133 |
Finite-lived Intangible Assets, Accumulated Amortization [Roll Forward] | |||
Accumulated amortization, beginning balance | 391 | 324 | |
Current year amortization | 98 | 96 | 67 |
Dispositions | (6) | (7) | |
Impairment | (12) | ||
Reclassifications | 0 | 0 | |
Other (primarily Fx) | 10 | (10) | |
Accumulated amortization, ending balance | 493 | 391 | 324 |
Net definite-lived intangibles | 674 | 792 | |
Databases and software | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Beginning balance | 506 | 510 | |
Acquisitions | 0 | ||
Dispositions | (4) | 0 | |
Impairment | (2) | ||
Reclassifications | 0 | ||
Other (primarily Fx) | 52 | (2) | |
Ending balance | 554 | 506 | 510 |
Finite-lived Intangible Assets, Accumulated Amortization [Roll Forward] | |||
Accumulated amortization, beginning balance | 132 | 88 | |
Current year amortization | 52 | 47 | |
Dispositions | (3) | 0 | |
Impairment | (2) | ||
Reclassifications | 2 | 2 | |
Other (primarily Fx) | 4 | (3) | |
Accumulated amortization, ending balance | 187 | 132 | 88 |
Net definite-lived intangibles | 367 | 374 | |
Content | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Beginning balance | 139 | 139 | |
Acquisitions | 0 | ||
Dispositions | 0 | 0 | |
Impairment | 0 | ||
Reclassifications | 0 | ||
Other (primarily Fx) | 0 | 0 | |
Ending balance | 139 | 139 | 139 |
Finite-lived Intangible Assets, Accumulated Amortization [Roll Forward] | |||
Accumulated amortization, beginning balance | 87 | 73 | |
Current year amortization | 14 | 14 | |
Dispositions | 0 | 0 | |
Impairment | 0 | ||
Reclassifications | 0 | 0 | |
Other (primarily Fx) | 0 | 0 | |
Accumulated amortization, ending balance | 101 | 87 | 73 |
Net definite-lived intangibles | 38 | 52 | |
Customer relationships | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Beginning balance | 330 | 168 | |
Acquisitions | 0 | ||
Dispositions | (2) | 0 | |
Impairment | 0 | ||
Reclassifications | 165 | ||
Other (primarily Fx) | 19 | (3) | |
Ending balance | 347 | 330 | 168 |
Finite-lived Intangible Assets, Accumulated Amortization [Roll Forward] | |||
Accumulated amortization, beginning balance | 84 | 60 | |
Current year amortization | 22 | 21 | |
Dispositions | (2) | 0 | |
Impairment | 0 | ||
Reclassifications | 1 | 5 | |
Other (primarily Fx) | 1 | (2) | |
Accumulated amortization, ending balance | 106 | 84 | 60 |
Net definite-lived intangibles | 241 | 246 | |
Tradenames | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Beginning balance | 45 | 47 | |
Acquisitions | 0 | ||
Dispositions | 0 | (2) | |
Impairment | 0 | ||
Reclassifications | 1 | ||
Other (primarily Fx) | 5 | (1) | |
Ending balance | 50 | 45 | 47 |
Finite-lived Intangible Assets, Accumulated Amortization [Roll Forward] | |||
Accumulated amortization, beginning balance | 36 | 36 | |
Current year amortization | 4 | 2 | |
Dispositions | 0 | (1) | |
Impairment | 0 | ||
Reclassifications | 1 | 0 | |
Other (primarily Fx) | 1 | (1) | |
Accumulated amortization, ending balance | 42 | 36 | 36 |
Net definite-lived intangibles | 8 | 9 | |
Other intangibles | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Beginning balance | 163 | 269 | |
Acquisitions | 98 | ||
Dispositions | 0 | (8) | |
Impairment | (22) | ||
Reclassifications | (166) | ||
Other (primarily Fx) | (86) | (8) | |
Ending balance | 77 | 163 | 269 |
Finite-lived Intangible Assets, Accumulated Amortization [Roll Forward] | |||
Accumulated amortization, beginning balance | 52 | 67 | |
Current year amortization | 6 | 12 | |
Dispositions | (1) | (6) | |
Impairment | (10) | ||
Reclassifications | (4) | (7) | |
Other (primarily Fx) | 4 | (4) | |
Accumulated amortization, ending balance | 57 | 52 | $ 67 |
Net definite-lived intangibles | $ 20 | $ 111 |
Goodwill and Other Intangible51
Goodwill and Other Intangible Assets - Projected Amortization Expense (Details) $ in Millions | Dec. 31, 2017USD ($) |
Projected amortization expense for intangible assets | |
Expected amortization expense, 2018 | $ 95 |
Expected amortization expense, 2019 | 88 |
Expected amortization expense, 2020 | 82 |
Expected amortization expense, 2021 | 70 |
Expected amortization expense, 2022 | $ 68 |
Taxes on Income - Domestic and
Taxes on Income - Domestic and Foreign Operations (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income before taxes domestic and foreign operations | |||
Domestic operations | $ 1,723 | $ 2,585 | $ 1,266 |
Foreign operations | 738 | 603 | 549 |
Income before taxes on income | 2,461 | 3,188 | 1,815 |
Federal: | |||
Current | 489 | 641 | 90 |
Deferred | 63 | 79 | 276 |
Total federal | 552 | 720 | 366 |
Foreign: | |||
Current | 194 | 133 | 111 |
Deferred | (3) | (4) | (1) |
Total foreign | 191 | 129 | 110 |
State and local: | |||
Current | 73 | 99 | 34 |
Deferred | 7 | 12 | 37 |
Total state and local | 80 | 111 | 71 |
Total provision for taxes | $ 823 | $ 960 | $ 547 |
Reconciliation of federal statutory income tax rate | |||
U.S. federal statutory income tax rate | 35.00% | 35.00% | 35.00% |
State and local income taxes | 2.50% | 2.70% | 2.60% |
Divestitures | 0.00% | (4.30%) | 0.00% |
Foreign operations | (3.90%) | (2.00%) | (3.20%) |
Impact of TCJA | 6.00% | 0.00% | 0.00% |
Stock-based compensation | (2.70%) | 0.00% | 0.00% |
S&P Dow Jones Indices LLC joint venture | (1.80%) | (1.20%) | (2.00%) |
Tax credits and incentives | (2.10%) | (1.60%) | (2.90%) |
Other, net | 0.40% | 1.50% | 0.60% |
Effective income tax rate | 33.40% | 30.10% | 30.10% |
Taxes on Income - Narrative (De
Taxes on Income - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||||
Measurement period adjustment, income tax expense (benefit) | $ 149 | ||||
Transition tax for accumulated foreign earnings, income tax expense (benefit) | 173 | ||||
Change in tax rate, income tax expense (benefit) | (24) | ||||
Undistributed earnings of foreign subsidiaries for income tax purposes | 780 | ||||
Net income tax payments | 709 | $ 683 | $ 260 | ||
Operating loss carryforwards | 564 | ||||
Total amount of federal, state and local, and foreign unrecognized tax benefits excluding interest and penalties | 212 | 221 | 162 | $ 155 | |
Decrease in unrecognized tax benefits | 4 | ||||
Accrued interest and penalties associated with uncertain tax positions | 59 | 44 | |||
Decrease in amount of unrecognized tax benefits from settlements | $ 5 | $ 6 | $ 18 | ||
Forecast | Maximum | |||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||||
Decrease in amount of unrecognized tax benefits from settlements | $ 60 |
Taxes on Income - Temporary Dif
Taxes on Income - Temporary Differences (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Legal and regulatory settlements | $ 27 | $ 23 |
Employee compensation | 50 | 78 |
Accrued expenses | 47 | 87 |
Postretirement benefits | 34 | 105 |
Unearned revenue | 26 | 33 |
Allowance for doubtful accounts | 8 | 11 |
Loss carryforwards | 135 | 112 |
Other | 45 | 3 |
Total deferred tax assets | 372 | 452 |
Deferred tax liabilities: | ||
Goodwill and intangible assets | (249) | (320) |
Fixed assets | (4) | (3) |
Other | 0 | 0 |
Total deferred tax liabilities | (253) | (323) |
Net deferred income tax asset before valuation allowance | 119 | 129 |
Valuation allowance | (127) | (116) |
Net deferred income tax (liability) asset | (8) | |
Net deferred income tax (liability) asset | 13 | |
Reported as: | ||
Non-current deferred tax assets | 59 | |
Non-current deferred tax assets | 61 | |
Non-current deferred tax liabilities | (67) | |
Non-current deferred tax liabilities | (48) | |
Net deferred income tax (liability) asset | $ (8) | |
Net deferred income tax (liability) asset | $ 13 |
Taxes on Income - Unrecognized
Taxes on Income - Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of beginning and ending amount of unrecognized tax benefits | |||
Balance at beginning of year | $ 221 | $ 162 | $ 155 |
Additions based on tax positions related to the current year | 23 | 48 | 24 |
Additions for tax positions of prior years | 17 | 20 | 16 |
Reduction for tax positions of prior years | (32) | (3) | (15) |
Reduction for settlements | (5) | (6) | (18) |
Expiration of applicable statutes of limitations | (12) | 0 | 0 |
Balance at end of year | $ 212 | $ 221 | $ 162 |
Debt - Summary (Details)
Debt - Summary (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 22, 2016 | Aug. 18, 2015 | May 26, 2015 |
Debt Instrument [Line Items] | |||||
Total debt | $ 3,569 | $ 3,564 | |||
Less: short-term debt including current maturities | 399 | 0 | |||
Long-term debt | 3,170 | 3,564 | |||
Senior Notes | 2.5% Senior Notes, due 2018 | |||||
Debt Instrument [Line Items] | |||||
Senior notes | $ 399 | 398 | |||
Interest rate (as a percent) | 2.50% | 2.50% | |||
Unamortized debt discount and issuance costs | $ 1 | ||||
Senior Notes | 3.3% Senior Notes, due 2020 | |||||
Debt Instrument [Line Items] | |||||
Senior notes | $ 697 | 696 | |||
Interest rate (as a percent) | 3.30% | 3.30% | |||
Unamortized debt discount and issuance costs | $ 3 | ||||
Senior Notes | 4.0% Senior Notes, due 2025 | |||||
Debt Instrument [Line Items] | |||||
Senior notes | $ 692 | 691 | |||
Interest rate (as a percent) | 4.00% | 4.00% | |||
Unamortized debt discount and issuance costs | $ 8 | ||||
Senior Notes | 4.4% Senior Notes, due 2026 | |||||
Debt Instrument [Line Items] | |||||
Senior notes | $ 892 | 891 | |||
Interest rate (as a percent) | 4.40% | 4.40% | |||
Unamortized debt discount and issuance costs | $ 8 | ||||
Senior Notes | 2.95% Senior Notes, due 2027 | |||||
Debt Instrument [Line Items] | |||||
Senior notes | $ 493 | 492 | |||
Interest rate (as a percent) | 2.95% | 2.95% | |||
Unamortized debt discount and issuance costs | $ 7 | ||||
Senior Notes | 6.55% Senior Notes, due 2037 | |||||
Debt Instrument [Line Items] | |||||
Senior notes | $ 396 | $ 396 | |||
Interest rate (as a percent) | 6.55% | ||||
Unamortized debt discount and issuance costs | $ 4 |
Debt - Narrative (Details)
Debt - Narrative (Details) | Oct. 20, 2016USD ($) | Dec. 31, 2017USD ($) | Jun. 30, 2017USD ($) | Sep. 22, 2016USD ($) | Aug. 31, 2015USD ($) | Aug. 18, 2015USD ($) | May 26, 2015USD ($) |
Debt Instrument [Line Items] | |||||||
Annual long term debt maturity year 2018 | $ 0 | ||||||
Annual long term debt maturity year 2019 | 0 | ||||||
Annual long term debt maturity year 2020 | 697,000,000 | ||||||
Annual long term debt maturity 2021 | 0 | ||||||
Annual long term debt maturity thereafter | $ 2,500,000,000 | ||||||
Indebtedness to cash flow (not greater than) | 4 | ||||||
Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt face amount | $ 2,000,000,000 | $ 2,000,000,000 | |||||
2.95% Senior Notes, due 2027 | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt face amount | $ 500,000,000 | ||||||
Interest rate (as a percent) | 2.95% | 2.95% | |||||
5.9% Senior Notes, due 2017 | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate (as a percent) | 5.90% | ||||||
Early repayment of debt | $ 400,000,000 | ||||||
2.5% Senior Notes, due 2018 | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt face amount | $ 400,000,000 | ||||||
Interest rate (as a percent) | 2.50% | 2.50% | |||||
3.3% Senior Notes, due 2020 | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt face amount | $ 700,000,000 | ||||||
Interest rate (as a percent) | 3.30% | 3.30% | |||||
4.4% Senior Notes, due 2026 | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt face amount | $ 900,000,000 | ||||||
Interest rate (as a percent) | 4.40% | 4.40% | |||||
4.0% Senior Notes, due 2025 | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt face amount | $ 700,000,000 | ||||||
Interest rate (as a percent) | 4.00% | 4.00% | |||||
Five-year Revolving Credit Facility | Revolving Credit Facility Due 2022 | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility, maximum borrowing capacity | $ 1,200,000,000 | ||||||
Commitment fee | 0.125% | ||||||
Five-year Revolving Credit Facility | Revolving Credit Facility Due 2020 | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility, maximum borrowing capacity | $ 1,200,000,000 | ||||||
Minimum | Five-year Revolving Credit Facility | Revolving Credit Facility Due 2022 | |||||||
Debt Instrument [Line Items] | |||||||
Commitment fee | 0.08% | ||||||
Maximum | Five-year Revolving Credit Facility | Revolving Credit Facility Due 2022 | |||||||
Debt Instrument [Line Items] | |||||||
Commitment fee | 0.175% |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) - Foreign exchange forward contracts - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Not designated as hedging instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative notional amount | $ 130,000,000 | |
Designated as hedging instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Cash flow hedge gain (loss) be be reclassified within 12 months | 2,000,000 | |
Gain (loss) on cash flow hedge ineffectiveness | 0 | |
Designated as hedging instrument | Cash flow hedging | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative notional amount | 307,000,000 | $ 65,000,000 |
Selling and general expenses | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Gain on derivatives not designated as hedging instruments | $ 3,000,000 |
Derivative Instruments - Fair V
Derivative Instruments - Fair Value Amounts of Cash Flow Hedges (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Foreign exchange forward contracts | Prepaid and other current assets | Designated as hedging instrument | Cash flow hedging | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative, fair value, net | $ 3 | $ 3 |
Derivative Instruments - Pre-ta
Derivative Instruments - Pre-tax Gains (Losses) on Cash Flow Hedges (Details) - Foreign exchange forward contracts - Designated as hedging instrument - Cash flow hedging - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (Loss) Recognized in Accumulated Other Comprehensive Loss (effective portion) | $ 0 | $ 3 | $ 0 |
Selling and general expenses | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (effective portion) | $ 9 | $ 4 | $ 0 |
Derivative Instruments - Change
Derivative Instruments - Change in Unrealized Gains (Losses) in AOCI (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning Balance | $ 701 | $ 243 | $ 539 |
Other comprehensive income before reclassifications | 122 | ||
Reclassifications from accumulated other comprehensive loss to net earnings | 2 | ||
Ending Balance | 768 | 701 | 243 |
Accumulated net gain (loss) from cash flow hedges attributable to parent | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning Balance | 2 | (1) | (1) |
Other comprehensive income before reclassifications | 9 | 7 | 0 |
Reclassifications from accumulated other comprehensive loss to net earnings | (9) | (4) | 0 |
Ending Balance | $ 2 | $ 2 | $ (1) |
Employee Benefits - Benefit Obl
Employee Benefits - Benefit Obligation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||
Fair value of plan assets at beginning of year | $ 2,073 | ||
Fair value of plan assets at end of year | 2,219 | $ 2,073 | |
Amounts recognized in consolidated balance sheets: | |||
Non-current liabilities | (244) | (274) | |
Retirement Plans | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Net benefit obligation at beginning of year | 2,260 | 2,199 | |
Service cost | 3 | 3 | $ 6 |
Interest cost | 74 | 78 | 96 |
Plan participants’ contributions | 0 | 0 | |
Actuarial loss (gain) | 107 | 196 | |
Gross benefits paid | (110) | (121) | |
Foreign currency effect | 38 | (75) | |
Other adjustments | (43) | (20) | |
Net benefit obligation at end of year | 2,329 | 2,260 | 2,199 |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||
Fair value of plan assets at beginning of year | 2,073 | 2,023 | |
Actual return on plan assets | 263 | 259 | |
Employer contributions | 8 | 8 | |
Plan participants’ contributions | 0 | 0 | |
Gross benefits paid | (110) | (121) | |
Foreign currency effect | 31 | (74) | |
Other adjustments | (46) | (22) | |
Fair value of plan assets at end of year | 2,219 | 2,073 | 2,023 |
Funded status | (110) | (187) | |
Amounts recognized in consolidated balance sheets: | |||
Non-current assets | 114 | 46 | |
Current liabilities | (9) | (8) | |
Non-current liabilities | (215) | (225) | |
Total amounts recognized in consolidated balance sheets | (110) | (187) | |
Accumulated benefit obligation | 2,319 | 2,251 | |
Plans with accumulated benefit obligation in excess of the fair value of plan assets: | |||
Projected benefit obligation | 224 | 674 | |
Accumulated benefit obligation | 214 | 665 | |
Fair value of plan assets | 0 | 441 | |
Amounts recognized in accumulated other comprehensive loss, net of tax: | |||
Net actuarial loss (gain) | 451 | 483 | |
Prior service credit | 1 | 1 | |
Total recognized | 452 | 484 | |
Postretirement Plans | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Net benefit obligation at beginning of year | 57 | 80 | |
Service cost | 0 | 0 | 0 |
Interest cost | 2 | 2 | 3 |
Plan participants’ contributions | 3 | 4 | |
Actuarial loss (gain) | (5) | (6) | |
Gross benefits paid | (8) | (10) | |
Foreign currency effect | 0 | 0 | |
Other adjustments | 0 | (13) | |
Net benefit obligation at end of year | 49 | 57 | 80 |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||
Fair value of plan assets at beginning of year | 0 | 0 | |
Actual return on plan assets | 0 | 0 | |
Employer contributions | 25 | 6 | |
Plan participants’ contributions | 3 | 4 | |
Gross benefits paid | (8) | (10) | |
Foreign currency effect | 0 | ||
Other adjustments | 0 | ||
Fair value of plan assets at end of year | 20 | 0 | $ 0 |
Funded status | (29) | (57) | |
Amounts recognized in consolidated balance sheets: | |||
Non-current assets | 0 | 0 | |
Current liabilities | 0 | (8) | |
Non-current liabilities | (29) | (49) | |
Total amounts recognized in consolidated balance sheets | (29) | (57) | |
Amounts recognized in accumulated other comprehensive loss, net of tax: | |||
Net actuarial loss (gain) | (37) | (35) | |
Prior service credit | (12) | (13) | |
Total recognized | $ (49) | $ (48) |
Employee Benefits - Net Periodi
Employee Benefits - Net Periodic Cost (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Other changes in plan assets and benefit obligations recognized in other comprehensive income, net of tax | |||
Total recognized | $ (41) | $ 37 | $ (25) |
Retirement Plans | |||
Components of net periodic cost for retirement plans and post-retirement plans | |||
Service cost | 3 | 3 | 6 |
Interest cost | 74 | 78 | 96 |
Expected return on assets | (126) | (122) | (127) |
Actuarial loss (gain) | 18 | 16 | 20 |
Prior service (credit) cost | 0 | 0 | 0 |
Other | 8 | 0 | 0 |
Net periodic benefit cost | (23) | (25) | (5) |
Other changes in plan assets and benefit obligations recognized in other comprehensive income, net of tax | |||
Net actuarial (gain) loss | (20) | 60 | (6) |
Recognized actuarial (gain) loss | (12) | (10) | (13) |
Prior service (credit) cost | 0 | 0 | 0 |
Other | (7) | ||
Total recognized | (39) | 50 | (19) |
Postretirement Plans | |||
Components of net periodic cost for retirement plans and post-retirement plans | |||
Service cost | 0 | 0 | 0 |
Interest cost | 2 | 2 | 3 |
Expected return on assets | 0 | 0 | 0 |
Actuarial loss (gain) | (2) | (1) | 0 |
Prior service (credit) cost | (2) | 0 | (1) |
Other | 0 | 0 | 0 |
Net periodic benefit cost | (2) | 1 | 2 |
Other changes in plan assets and benefit obligations recognized in other comprehensive income, net of tax | |||
Net actuarial (gain) loss | (3) | (12) | (17) |
Recognized actuarial (gain) loss | 1 | 1 | 0 |
Prior service (credit) cost | 1 | (8) | 1 |
Other | |||
Total recognized | $ (1) | $ (19) | $ (16) |
Employee Benefits - Assumptions
Employee Benefits - Assumptions (Details) - USD ($) $ in Millions | Jan. 01, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2024 |
Effects created by one percentage point change in assumed healthcare cost trend | ||||||
Effect of 1% point increase on postretirement obligation | $ 0 | |||||
Effect of 1% point decrease on postretirement obligation | $ 0 | |||||
United States Retirement Plans | ||||||
Net periodic cost | ||||||
Discount rate | 4.13% | 4.47% | ||||
United Kingdom Retirement Plan | ||||||
Net periodic cost | ||||||
Discount rate | 2.58% | 3.84% | ||||
Retirement Plans | ||||||
Benefit obligation | ||||||
Discount rate | 4.14% | 3.68% | 4.14% | 4.47% | ||
Net periodic cost | ||||||
Return on assets | 6.25% | 6.00% | 6.25% | 6.25% | 6.25% | |
Retirement Plans | United States Retirement Plans | ||||||
Net periodic cost | ||||||
Discount rate | 4.13% | 4.47% | 4.15% | |||
Retirement Plans | United Kingdom Retirement Plan | ||||||
Net periodic cost | ||||||
Discount rate | 2.58% | 3.84% | 3.80% | |||
Postretirement Plans | ||||||
Benefit obligation | ||||||
Discount rate | 3.69% | 3.40% | 3.69% | 3.90% | ||
Net periodic cost | ||||||
Weighted-average healthcare cost rate | 7.00% | 7.00% | 7.00% | 7.00% | ||
Discount rate | 3.69% | 3.94% | 3.60% | |||
Forecast | Postretirement Plans | ||||||
Net periodic cost | ||||||
Weighted-average healthcare cost rate | 5.00% | |||||
Change in Accounting Method Accounted for as Change in Estimate | ||||||
Net periodic cost | ||||||
Decrease in pension and postretirement medical costs | $ 10 | $ 14 |
Employee Benefits - Cash Flows
Employee Benefits - Cash Flows (Details) $ in Millions | Dec. 31, 2017USD ($) |
Retirement Plans | |
Information about the expected cash flows for retirement and post-retirement plans and impact of the Medicare subsidy | |
2018, Net payments | $ 88 |
2019, Net payments | 90 |
2020, Net payments | 93 |
2021, Net payments | 96 |
2022, Net payments | 99 |
2023-2027, Net payments | 527 |
Postretirement Plans | |
Information about the expected cash flows for retirement and post-retirement plans and impact of the Medicare subsidy | |
2018, Gross payments | 9 |
2019, Gross payments | 8 |
2020, Gross payments | 8 |
2021, Gross payments | 7 |
2022, Gross payments | 6 |
2023-2027, Gross payments | 24 |
2018, Retiree Contributions | (3) |
2019, Retiree Contributions | (3) |
2020, Retiree Contributions | (2) |
2021, Retiree Contributions | (2) |
2022, Retiree Contributions | (2) |
2023-2027, Retiree Contributions | (9) |
2018, Medicare subsidy | 0 |
2019, Medicare subsidy | 0 |
2020, Medicare subsidy | 0 |
2021, Medicare subsidy | 0 |
2022, Medicare subsidy | 0 |
2023-2027, Medicare subsidy | 0 |
2018, Net payments | 6 |
2019, Net payments | 5 |
2020, Net payments | 6 |
2021, Net payments | 5 |
2022, Net payments | 4 |
2023-2027, Net payments | $ 15 |
Employee Benefits - Fair Value
Employee Benefits - Fair Value of Plan Assets (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Fair value of defined benefit plans assets by asset class | ||
Collective investment funds | $ 793 | $ 749 |
Fair value of plan assets, excluding collective investment funds | 1,426 | 1,324 |
Fair value of defined benefit plans assets by asset class, total | 2,219 | 2,073 |
Level 1 | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 219 | 251 |
Level 2 | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 1,168 | 1,062 |
Level 3 | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 39 | 11 |
Cash and short-term investments | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 10 | 38 |
Cash and short-term investments | Level 1 | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 10 | 38 |
Cash and short-term investments | Level 2 | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 0 | 0 |
Cash and short-term investments | Level 3 | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 0 | 0 |
US indexed equity securities | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 50 | 69 |
US indexed equity securities | Level 1 | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 50 | 69 |
US indexed equity securities | Level 2 | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 0 | 0 |
US indexed equity securities | Level 3 | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 0 | 0 |
U.S. growth and value | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 109 | 103 |
U.S. growth and value | Level 1 | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 109 | 103 |
U.S. growth and value | Level 2 | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 0 | 0 |
U.S. growth and value | Level 3 | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 0 | 0 |
UK equity securities | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 5 | 3 |
UK equity securities | Level 1 | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 5 | 3 |
UK equity securities | Level 2 | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 0 | 0 |
UK equity securities | Level 3 | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 0 | 0 |
International equity securities excluding UK | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 45 | 38 |
International equity securities excluding UK | Level 1 | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 45 | 38 |
International equity securities excluding UK | Level 2 | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 0 | 0 |
International equity securities excluding UK | Level 3 | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 0 | 0 |
Long duration strategy | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 1,076 | 970 |
Long duration strategy | Level 1 | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 0 | 0 |
Long duration strategy | Level 2 | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 1,076 | 970 |
Long duration strategy | Level 3 | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 0 | 0 |
Intermediate duration securities | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 35 | 32 |
Intermediate duration securities | Level 1 | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 0 | 0 |
Intermediate duration securities | Level 2 | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 35 | 32 |
Intermediate duration securities | Level 3 | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 0 | 0 |
Agency mortgage backed securities | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 5 | 5 |
Agency mortgage backed securities | Level 1 | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 0 | 0 |
Agency mortgage backed securities | Level 2 | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 5 | 5 |
Agency mortgage backed securities | Level 3 | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 0 | 0 |
Asset-backed securities | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 19 | 19 |
Asset-backed securities | Level 1 | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 0 | 0 |
Asset-backed securities | Level 2 | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 19 | 19 |
Asset-backed securities | Level 3 | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 0 | 0 |
Non-agency mortgage backed securities | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 15 | 20 |
Non-agency mortgage backed securities | Level 1 | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 0 | 0 |
Non-agency mortgage backed securities | Level 2 | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 15 | 20 |
Non-agency mortgage backed securities | Level 3 | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 0 | 0 |
International fixed income securities | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 18 | 16 |
International fixed income securities | Level 1 | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 0 | 0 |
International fixed income securities | Level 2 | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 18 | 16 |
International fixed income securities | Level 3 | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 0 | 0 |
U.K. | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 39 | 11 |
U.K. | Level 1 | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 0 | 0 |
U.K. | Level 2 | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | 0 | 0 |
U.K. | Level 3 | ||
Fair value of defined benefit plans assets by asset class | ||
Fair value of defined benefit plans assets by asset class, total | $ 39 | $ 11 |
Employee Benefits - Level 3 Rol
Employee Benefits - Level 3 Roll Forward of Fair Value of Plan Assets (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward] | |
Fair value of plan assets at beginning of year | $ 2,073 |
Fair value of plan assets at end of year | 2,219 |
Level 3 | |
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward] | |
Fair value of plan assets at beginning of year | 11 |
Purchases | 28 |
Distributions | (1) |
Gain (loss) | 1 |
Fair value of plan assets at end of year | $ 39 |
Employee Benefits - Narrative (
Employee Benefits - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2017USD ($)trustshares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |||
Total cost for retirement plans | $ 70,000,000 | $ 69,000,000 | $ 91,000,000 |
Defined contribution plan cost | 70,000,000 | 65,000,000 | 67,000,000 |
Pension trust assets | $ 2,219,000,000 | $ 2,073,000,000 | |
Shares purchased by US plan under defined contribution plan | shares | 228,248 | 216,035 | |
Shares sold by US plan under defined contribution plan | shares | 297,750 | 437,283 | |
Shares held by the US plan under defined contribution plan | shares | 1,500,000 | 1,600,000 | |
Shares held by the US plan under defined contribution plan, market value | $ 255,000,000 | $ 171,000,000 | |
Dividend received by the plan | $ 3,000,000 | 2,000,000 | |
United States Retirement Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Number of pension trust accounts | trust | 1 | ||
Pension trust assets | $ 1,739,000,000 | 1,632,000,000 | |
United Kingdom Retirement Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Net periodic benefit cost (credit) | $ (6,000,000) | (10,000,000) | (10,000,000) |
Number of pension trust accounts | trust | 1 | ||
Pension trust assets | $ 480,000,000 | 441,000,000 | |
Retirement Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Actuarial loss to be recognized in net periodic pension cost | 19,000,000 | ||
Prior service cost to be recognized in net periodic benefit cost | 0 | ||
Net periodic benefit cost (credit) | (23,000,000) | (25,000,000) | (5,000,000) |
Expected required employer contribution | $ 9,000,000 | ||
Number of pension trust accounts | trust | 2 | ||
Pension trust assets | $ 2,219,000,000 | 2,073,000,000 | 2,023,000,000 |
Postretirement Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Actuarial loss to be recognized in net periodic pension cost | 0 | ||
Prior service cost to be recognized in net periodic benefit cost | 0 | ||
Net periodic benefit cost (credit) | (2,000,000) | 1,000,000 | 2,000,000 |
Expected required employer contribution | 7,000,000 | ||
Pension trust assets | $ 20,000,000 | $ 0 | $ 0 |
Equity Securities, Domestic | United States Retirement Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target plan asset allocations | 27.00% | ||
Equity Securities, International | United States Retirement Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target plan asset allocations | 5.00% | ||
Debt Securities and Short-Term Investments | United States Retirement Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target plan asset allocations | 68.00% | ||
Equity Securities | United Kingdom Retirement Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target plan asset allocations | 20.00% | ||
Diversified Growth Funds | United Kingdom Retirement Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target plan asset allocations | 30.00% | ||
Fixed Income Funds | United Kingdom Retirement Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target plan asset allocations | 40.00% | ||
Real estate funds | United Kingdom Retirement Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target plan asset allocations | 10.00% |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Director deferred stock ownership plan amount to be credited to deferred stock accounts | 50.00% | ||
Share delivery term if elected | 5 years | ||
Award vesting period | 3 years | ||
Shares, granted (in shares) | 0 | ||
Total fair value of stock options, vested | $ 4 | $ 7 | $ 11 |
Employee withholding tax on share-based payments | $ (49) | $ (55) | $ (92) |
Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Award expiration period | 10 years | ||
Employee Stock Option | Graded Vesting Method | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Employee Stock Option | Ratable Vest One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award cost recognition period | 12 months | ||
Percentage of compensation costs recognized | 33.33% | ||
Employee Stock Option | Ratable Vest Two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award cost recognition period | 24 months | ||
Percentage of compensation costs recognized | 33.33% | ||
Employee Stock Option | Ratable Vest Three | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award cost recognition period | 36 months |
Stock-Based Compensation - Comm
Stock-Based Compensation - Common Shares Reserved for Issuance (Details) - shares shares in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Number of common shares reserved for issuance | ||
Shares available for granting under the 2002 plan (in shares) | 33.8 | 33.5 |
Options outstanding (in shares) | 2.1 | 3.8 |
Total shares reserved for issuance (in shares) | 35.9 | 37.3 |
Director Deferred Stock Ownership Plan | ||
Number of common shares reserved for issuance | ||
Total shares reserved for issuance (in shares) | 0.1 | 0.1 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation Expense and Stock Option Fair Value Assumptions (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Stock-Based Compensation | |||
Stock option expense | $ 3 | $ 7 | $ 14 |
Restricted stock and unit awards expense | 96 | 69 | 64 |
Total stock-based compensation expense | 99 | 76 | 78 |
Tax benefit | $ 38 | $ 29 | $ 29 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Dividend yield | 1.40% | ||
Expected life (years) | 6 years 3 months 18 days | ||
Weighted-average grant-date fair value per option (USD per share) | $ 27.57 | ||
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free average interest rate | 0.20% | ||
Volatility | 21.00% | ||
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free average interest rate | 1.90% | ||
Volatility | 39.00% |
Stock-Based Compensation - St72
Stock-Based Compensation - Stock Option Activity (Details) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($)$ / sharesshares | |
Options, Outstanding, Shares | |
Options, Beginning balance (in shares) | shares | 3.8 |
Shares, exercised (in shares) | shares | (1.7) |
Shares, cancelled, forfeited and expired (in shares) | shares | 0 |
Options, Ending balance (in shares) | shares | 2.1 |
Weighted average exercise price | |
Weighted-average exercise price, Beginning balance (in dollars per share) | $ / shares | $ 43.36 |
Weighted-average exercise price, exercised (in dollars per share) | $ / shares | 113.04 |
Weighted-average exercise price, cancelled, forfeited and expired (in dollars per share) | $ / shares | 72.35 |
Weighted-average exercise price, Ending balance (in dollars per share) | $ / shares | $ 44.09 |
Shares, options exercisable (in shares) | shares | 2.1 |
Weighted-average exercise price, options exercisable (in dollars per share) | $ / shares | $ 44.08 |
Weighted-average remaining years of contractual term, Options outstanding | 3 years 6 months |
Weighted-average remaining years of contractual term, Options exercisable | 3 years 6 months |
Aggregate intrinsic value, options outstanding | $ | $ 270 |
Aggregate intrinsic value, options exercisable | $ | $ 270 |
Non Vested Options | |
Nonvested Options Outstanding | |
Options, Beginning balance (in shares) | shares | 0.2 |
Shares, vested (in shares) | shares | (0.2) |
Shares, forfeited (in shares) | shares | 0 |
Options, Ending balance (in shares) | shares | 0 |
Weighted-average grant-date fair value | |
Weighted-average grant-date fair value, Beginning balance (in dollars per share) | $ / shares | $ 23.42 |
Weighted-average grant-date fair value, vested (in dollars per share) | $ / shares | 23.40 |
Weighted-average exercise price, forfeited (in dollars per share) | $ / shares | 24.22 |
Weighted-average grant-date fair value, Beginning balance (in dollars per share) | $ / shares | $ 27.52 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |
Total unrecognized compensation expense related to nonvested options | $ | $ 0 |
Weighted-average years to be recognized over | 27 days |
Stock-Based Compensation - St73
Stock-Based Compensation - Stock Option Exercises (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Net cash proceeds from the exercise of stock options | $ 75 | $ 88 | $ 86 |
Total intrinsic value of stock option exercises | 118 | 95 | 94 |
Income tax benefit realized from stock option exercises | $ 64 | $ 41 | $ 49 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock and Unit Activity (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |||
Tax benefit relating to restricted stock activity | $ 38 | $ 29 | $ 29 |
Restricted Stock Activity [Member] | |||
Restricted stock and unit activity | |||
Nonvested shares, Beginning Balance (in shares) | 1 | ||
Shares, Granted (in shares) | 0.8 | ||
Shares, Vested (in shares) | (1) | ||
Shares, Forfeited (in shares) | 0 | ||
Nonvested shares, Ending Balance (in shares) | 0.8 | 1 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |||
Weighted-average grant-date fair value, Beginning balance (in dollars per share) | $ 106.31 | ||
Weighted-average grant-date fair value, Granted (in dollars per share) | 147.12 | $ 93.01 | $ 77.06 |
Weighted-average grant-date fair value, Vested (in dollars per share) | 156.16 | ||
Weighted-average grant-date fair value, Forfeited (in dollars per share) | 107.96 | ||
Weighted-average grant-date fair value, Ending balance (in dollars per share) | $ 124.91 | $ 106.31 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |||
Total unrecognized compensation expense related to nonvested options | $ 66 | ||
Weighted-average years to be recognized over | 1 year 7 months 6 days | ||
Total fair value of restricted stock and unit awards vested | $ 147 | $ 99 | $ 155 |
Tax benefit relating to restricted stock activity | $ 36 | $ 26 | $ 24 |
Equity - Capital Stock (Details
Equity - Capital Stock (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 02, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Class of Stock [Line Items] | ||||
Preferred stock authorized (shares) | 2,000,000 | |||
Par value of Preferred stock (in usd per share) | $ 1 | |||
Preferred stock issued (in shares) | 0 | |||
Dividend history | ||||
Quarterly dividend rate (in usd per share) | $ 0.41 | $ 0.36 | $ 0.330 | |
Annualized dividend rate (in usd per share) | $ 1.64 | $ 1.44 | $ 1.32 | |
Dividends paid | $ 421 | $ 380 | $ 363 | |
Subsequent Event | ||||
Dividend history | ||||
Quarterly dividend rate (in usd per share) | $ 0.50 |
Equity - Stock Repurchases (Det
Equity - Stock Repurchases (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 04, 2013 | |
Share repurchases | |||||
Total number of shares purchased (in shares) | 300,000 | ||||
Average price paid per share (in dollars per share) | $ 98.98 | $ 147.74 | $ 113.36 | $ 99 | |
Total cash utilized | $ 26 | $ 1,006 | $ 1,097 | $ 1,002 | |
Repurchase of treasury shares | $ 1,001 | $ 1,123 | $ 974 | ||
2013 Repurchase Program | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Stock repurchase program number of shares authorized to be repurchased (shares) | 50,000,000 | ||||
Maximum number of shares authorized for repurchase under stock repurchase plan as percentage of outstanding common stock | 18.00% | ||||
Share repurchases | |||||
Total number of shares purchased (in shares) | 6,800,000 | 9,700,000 | 10,100,000 | ||
Remaining shares available under repurchase program (shares) | 19,000,000 | ||||
Stock Repurchases | |||||
Share repurchases | |||||
Total cash utilized | $ 1,001 | $ 1,097 | $ 1,000 |
Equity - Accelerated Share Repu
Equity - Accelerated Share Repurchase Program (Details) - USD ($) $ / shares in Units, shares in Millions | Oct. 31, 2017 | Aug. 01, 2017 | Dec. 07, 2016 | Sep. 07, 2016 | Dec. 31, 2015 | Dec. 07, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Accelerated Share Repurchases [Line Items] | |||||||||
Total number of shares purchased (in shares) | 0.3 | ||||||||
Average price paid per share (in dollars per share) | $ 98.98 | $ 147.74 | $ 113.36 | $ 99 | |||||
Accelerated Share Repurchases, August 2017 | |||||||||
Accelerated Share Repurchases [Line Items] | |||||||||
Authorized amount | $ 500,000,000 | ||||||||
Accelerated share repurchase, settlement (payment) or receipt | $ (500,000,000) | ||||||||
Total number of shares purchased (in shares) | 3.2 | ||||||||
Average price paid per share (in dollars per share) | $ 154.46 | ||||||||
Accelerated Share Repurchases, August 2017 | Initial Award | |||||||||
Accelerated Share Repurchases [Line Items] | |||||||||
Total number of shares purchased (in shares) | 2.8 | ||||||||
Authorized amount repurchased (as a percent) | 85.00% | ||||||||
Accelerated Share Repurchases, August 2017 | Additional Award | |||||||||
Accelerated Share Repurchases [Line Items] | |||||||||
Total number of shares purchased (in shares) | 0.5 | ||||||||
Accelerated Share Repurchases, September 2016 | |||||||||
Accelerated Share Repurchases [Line Items] | |||||||||
Authorized amount | $ 750,000,000 | ||||||||
Accelerated share repurchase, settlement (payment) or receipt | $ (750,000,000) | ||||||||
Total number of shares purchased (in shares) | 0.9 | 6.1 | |||||||
Average price paid per share (in dollars per share) | $ 122.18 | ||||||||
Accelerated Share Repurchases, September 2016 | Initial Award | |||||||||
Accelerated Share Repurchases [Line Items] | |||||||||
Total number of shares purchased (in shares) | 4.4 | ||||||||
Accelerated Share Repurchases, September 2016 | Additional Award | |||||||||
Accelerated Share Repurchases [Line Items] | |||||||||
Total number of shares purchased (in shares) | 0.9 |
Equity - Redeemable Noncontroll
Equity - Redeemable Noncontrolling Interests (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Equity [Abstract] | |
Noncontrolling interest ownership by noncontrolling owners (as a percent) | 27.00% |
Interest in joint venture minimum percentage | 20.00% |
Change in control period | 15 days |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |
Balance as of December 31, 2016 | $ 1,080 |
Net income attributable to noncontrolling interest | 127 |
Distributions to noncontrolling interest | (117) |
Redemption value adjustment | 260 |
Balance as of December 31, 2017 | $ 1,350 |
Equity - Accumulated Other Comp
Equity - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Equity [Abstract] | |||
Tax provision of net actuarial loss and prior service cost related to pension and other postretirement benefit plans included in other comprehensive income | $ 5 | ||
Accumulated Other Comprehensive Income, Net of Tax [Roll Forward] | |||
Beginning Balance | 650 | ||
Other comprehensive income before reclassifications | 122 | ||
Reclassifications from accumulated other comprehensive loss to net earnings | 2 | ||
Net other comprehensive income | 124 | ||
Ending Balance | 711 | $ 650 | |
Accumulated Other Comprehensive Loss | |||
Accumulated Other Comprehensive Income, Net of Tax [Roll Forward] | |||
Beginning Balance | (773) | ||
Ending Balance | (649) | (773) | |
Foreign Currency Translation Adjustment | |||
Accumulated Other Comprehensive Income, Net of Tax [Roll Forward] | |||
Beginning Balance | (332) | ||
Other comprehensive income before reclassifications | 93 | ||
Reclassifications from accumulated other comprehensive loss to net earnings | 0 | ||
Net other comprehensive income | 93 | ||
Ending Balance | (239) | (332) | |
Pension and Postretirement Benefit Plans | |||
Accumulated Other Comprehensive Income, Net of Tax [Roll Forward] | |||
Beginning Balance | (443) | ||
Other comprehensive income before reclassifications | 30 | ||
Reclassifications from accumulated other comprehensive loss to net earnings | 11 | ||
Net other comprehensive income | 41 | ||
Ending Balance | (402) | (443) | |
Unrealized Gain (Loss) on Forward Exchange Contracts | |||
Accumulated Other Comprehensive Income, Net of Tax [Roll Forward] | |||
Beginning Balance | 2 | ||
Other comprehensive income before reclassifications | 9 | 7 | $ 0 |
Reclassifications from accumulated other comprehensive loss to net earnings | (9) | (4) | $ 0 |
Net other comprehensive income | 0 | ||
Ending Balance | 2 | 2 | |
Unrealized Loss on Investment | |||
Accumulated Other Comprehensive Income, Net of Tax [Roll Forward] | |||
Beginning Balance | 0 | ||
Other comprehensive income before reclassifications | (10) | ||
Reclassifications from accumulated other comprehensive loss to net earnings | 0 | ||
Net other comprehensive income | (10) | ||
Ending Balance | $ (10) | $ 0 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Amount attributable to S&P Global Inc. common shareholders: | |||||||||||
Net income | $ 263 | $ 414 | $ 421 | $ 399 | $ 537 | $ 892 | $ 383 | $ 294 | $ 1,496 | $ 2,106 | $ 1,156 |
Basic weighted-average number of common shares outstanding (in shares) | 256,300,000 | 262,800,000 | 271,600,000 | ||||||||
Effect of stock options and other dilutive securities (in shares) | 2,600,000 | 2,400,000 | 3,000,000 | ||||||||
Diluted weighted-average number of common shares outstanding (in shares) | 258,900,000 | 265,200,000 | 274,600,000 | ||||||||
Net income: | |||||||||||
Basic (in dollars per share) | $ 1.03 | $ 1.62 | $ 1.63 | $ 1.54 | $ 2.07 | $ 3.39 | $ 1.45 | $ 1.11 | $ 5.84 | $ 8.02 | $ 4.26 |
Diluted (in dollars per share) | $ 1.02 | $ 1.61 | $ 1.62 | $ 1.53 | $ 2.05 | $ 3.36 | $ 1.44 | $ 1.10 | $ 5.78 | $ 7.94 | $ 4.21 |
Employee Stock Option | |||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||
Outstanding shares not included in the computation of diluted earnings per share for both restricted stock and stock options (in shares) | 0 | 0 | 0 | ||||||||
Restricted Stock | |||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||
Outstanding shares not included in the computation of diluted earnings per share for both restricted stock and stock options (in shares) | 600,000 | 700,000 | 900,000 |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2017USD ($)Positions | Dec. 31, 2016USD ($)Positions | |
Restructuring Plan, 2017 | ||
Restructuring Cost and Reserve [Line Items] | ||
Workforce reduction, positions | Positions | 520 | |
Initial Charge Recorded | $ 44 | |
Restructuring charges paid | 5 | |
Restructuring Plan, 2016 | ||
Restructuring Cost and Reserve [Line Items] | ||
Workforce reduction, positions | Positions | 230 | |
Restructuring reserve reversed | 7 | |
Initial Charge Recorded | 30 | $ 30 |
Restructuring charges paid | $ 15 | 7 |
Restructuring Plan, 2015 | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring reserve reversed | 7 | |
Initial Charge Recorded | $ 63 |
Restructuring - Summary (Detail
Restructuring - Summary (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Restructuring Plan, 2017 | |||
Restructuring Cost and Reserve [Line Items] | |||
Initial Charge Recorded | $ 44 | ||
Ending Reserve Balance | 39 | ||
Restructuring Plan, 2016 | |||
Restructuring Cost and Reserve [Line Items] | |||
Initial Charge Recorded | 30 | $ 30 | |
Ending Reserve Balance | 8 | ||
Ratings | |||
Restructuring Cost and Reserve [Line Items] | |||
Initial Charge Recorded | 25 | 6 | $ 13 |
Market and Commodities Intelligence | |||
Restructuring Cost and Reserve [Line Items] | |||
Initial Charge Recorded | $ 33 | ||
Operating segments | Ratings | Restructuring Plan, 2017 | |||
Restructuring Cost and Reserve [Line Items] | |||
Initial Charge Recorded | 25 | ||
Ending Reserve Balance | 24 | ||
Operating segments | Ratings | Restructuring Plan, 2016 | |||
Restructuring Cost and Reserve [Line Items] | |||
Initial Charge Recorded | 14 | ||
Ending Reserve Balance | 4 | ||
Operating segments | Market and Commodities Intelligence | |||
Restructuring Cost and Reserve [Line Items] | |||
Initial Charge Recorded | 9 | ||
Operating segments | Market and Commodities Intelligence | Restructuring Plan, 2017 | |||
Restructuring Cost and Reserve [Line Items] | |||
Initial Charge Recorded | 9 | ||
Ending Reserve Balance | 5 | ||
Operating segments | Market and Commodities Intelligence | Restructuring Plan, 2016 | |||
Restructuring Cost and Reserve [Line Items] | |||
Initial Charge Recorded | 10 | ||
Ending Reserve Balance | 3 | ||
Operating segments | Indices | Restructuring Plan, 2017 | |||
Restructuring Cost and Reserve [Line Items] | |||
Initial Charge Recorded | 0 | ||
Ending Reserve Balance | 0 | ||
Operating segments | Indices | Restructuring Plan, 2016 | |||
Restructuring Cost and Reserve [Line Items] | |||
Initial Charge Recorded | 1 | ||
Ending Reserve Balance | 0 | ||
Corporate | Restructuring Plan, 2017 | |||
Restructuring Cost and Reserve [Line Items] | |||
Initial Charge Recorded | 10 | ||
Ending Reserve Balance | 10 | ||
Corporate | Restructuring Plan, 2016 | |||
Restructuring Cost and Reserve [Line Items] | |||
Initial Charge Recorded | $ 5 | ||
Ending Reserve Balance | $ 1 |
Segment and Geographic Inform83
Segment and Geographic Information - Narrative (Details) | 12 Months Ended |
Dec. 31, 2017Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Maximum percentage of consolidated revenue represented by foreign countries (more than) | 7.00% |
Maximum percentage of consolidated revenue represented by single customer (more than) | 10.00% |
Segment and Geographic Inform84
Segment and Geographic Information - Segment Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment information | |||||||||||
Revenue | $ 1,589 | $ 1,513 | $ 1,509 | $ 1,453 | $ 1,399 | $ 1,439 | $ 1,482 | $ 1,341 | $ 6,063 | $ 5,661 | $ 5,313 |
Operating Profit | 628 | $ 658 | $ 677 | $ 648 | 857 | 1,348 | $ 651 | $ 512 | 2,610 | 3,369 | 1,917 |
Amortization of intangibles | 98 | 96 | 67 | ||||||||
Pre-tax gain (loss) on dispositions | (379) | $ (722) | (1,100) | ||||||||
Depreciation & Amortization | 180 | 181 | 157 | ||||||||
Capital Expenditures | 123 | 115 | 139 | ||||||||
Total Assets | 9,425 | 8,669 | 9,425 | 8,669 | |||||||
Assets of a business held for sale | 5 | 7 | 5 | 7 | |||||||
Operating segments | |||||||||||
Segment information | |||||||||||
Revenue | 6,063 | 5,661 | 5,313 | ||||||||
Operating Profit | 2,788 | 3,496 | 2,055 | ||||||||
Depreciation & Amortization | 171 | 173 | 150 | ||||||||
Capital Expenditures | 100 | 102 | 130 | ||||||||
Total Assets | 6,230 | 5,963 | 6,230 | 5,963 | |||||||
Intersegment elimination | |||||||||||
Segment information | |||||||||||
Revenue | (110) | (98) | (88) | ||||||||
Segment reconciling items | |||||||||||
Segment information | |||||||||||
Operating Profit | (178) | (127) | (138) | ||||||||
Restructuring costs | 10 | 10 | |||||||||
Lease exit costs | 19 | ||||||||||
Pre-tax gain (loss) on dispositions | (3) | (11) | |||||||||
Pension settlement charge | 8 | ||||||||||
Corporate | |||||||||||
Segment information | |||||||||||
Depreciation & Amortization | 9 | 8 | 7 | ||||||||
Capital Expenditures | 23 | 13 | 9 | ||||||||
Total Assets | 3,190 | 2,699 | 3,190 | 2,699 | |||||||
Ratings | |||||||||||
Segment information | |||||||||||
Restructuring costs | 25 | 6 | 13 | ||||||||
Insurance recoveries | 10 | 54 | |||||||||
Amortization of intangibles | 4 | 5 | 5 | ||||||||
Total Assets | 788 | 612 | 788 | 612 | |||||||
Ratings | Operating segments | |||||||||||
Segment information | |||||||||||
Revenue | 2,988 | 2,535 | 2,428 | ||||||||
Operating Profit | 1,524 | 1,262 | 1,078 | ||||||||
Legal fees | 55 | ||||||||||
Depreciation & Amortization | 34 | 34 | 43 | ||||||||
Capital Expenditures | 45 | 42 | 48 | ||||||||
Market and Commodities Intelligence | |||||||||||
Segment information | |||||||||||
Restructuring costs | 33 | ||||||||||
Amortization of intangibles | 87 | 85 | 57 | ||||||||
Non-cash acquisition and disposition-related adjustments | 15 | 48 | |||||||||
Lease exit costs | 6 | ||||||||||
Asset write-off | 2 | ||||||||||
Pre-tax gain (loss) on dispositions | (1,100) | ||||||||||
Impairment of intangible assets | 24 | ||||||||||
Acquisition-related costs | 1 | 37 | |||||||||
Total Assets | 4,172 | 4,104 | 4,172 | 4,104 | |||||||
Market and Commodities Intelligence | Operating segments | |||||||||||
Segment information | |||||||||||
Revenue | 2,452 | 2,585 | 2,376 | ||||||||
Operating Profit | 793 | 1,822 | 585 | ||||||||
Restructuring costs | 9 | ||||||||||
Depreciation & Amortization | 128 | 131 | 99 | ||||||||
Capital Expenditures | 52 | 57 | 78 | ||||||||
Indices | |||||||||||
Segment information | |||||||||||
Amortization of intangibles | 7 | 6 | 5 | ||||||||
Total Assets | $ 1,270 | $ 1,247 | 1,270 | 1,247 | |||||||
Indices | Operating segments | |||||||||||
Segment information | |||||||||||
Revenue | 733 | 639 | 597 | ||||||||
Operating Profit | 471 | 412 | 392 | ||||||||
Depreciation & Amortization | 9 | 8 | 8 | ||||||||
Capital Expenditures | $ 3 | $ 3 | $ 4 |
Segment and Geographic Inform85
Segment and Geographic Information - Geographic Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenue | $ 1,589 | $ 1,513 | $ 1,509 | $ 1,453 | $ 1,399 | $ 1,439 | $ 1,482 | $ 1,341 | $ 6,063 | $ 5,661 | $ 5,313 |
Long-lived Assets | 4,734 | 4,780 | 4,734 | 4,780 | |||||||
U.S. | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenue | 3,658 | 3,461 | 3,202 | ||||||||
Long-lived Assets | 4,285 | 4,335 | 4,285 | 4,335 | |||||||
European region | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenue | 1,473 | 1,330 | 1,265 | ||||||||
Long-lived Assets | 346 | 341 | 346 | 341 | |||||||
Asia | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenue | 594 | 575 | 566 | ||||||||
Long-lived Assets | 54 | 58 | 54 | 58 | |||||||
Rest of the world | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenue | 338 | 295 | $ 280 | ||||||||
Long-lived Assets | $ 49 | $ 46 | $ 49 | $ 46 | |||||||
Geographic Concentration Risk | Revenue | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Concentration risk | 100.00% | 100.00% | 100.00% | ||||||||
Geographic Concentration Risk | Revenue | U.S. | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Concentration risk | 60.00% | 61.00% | 60.00% | ||||||||
Geographic Concentration Risk | Revenue | European region | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Concentration risk | 24.00% | 24.00% | 24.00% | ||||||||
Geographic Concentration Risk | Revenue | Asia | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Concentration risk | 10.00% | 10.00% | 11.00% | ||||||||
Geographic Concentration Risk | Revenue | Rest of the world | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Concentration risk | 6.00% | 5.00% | 5.00% | ||||||||
Geographic Concentration Risk | Long-lived Assets | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Concentration risk | 100.00% | 100.00% | |||||||||
Geographic Concentration Risk | Long-lived Assets | U.S. | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Concentration risk | 91.00% | 91.00% | |||||||||
Geographic Concentration Risk | Long-lived Assets | European region | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Concentration risk | 7.00% | 7.00% | |||||||||
Geographic Concentration Risk | Long-lived Assets | Asia | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Concentration risk | 1.00% | 1.00% | |||||||||
Geographic Concentration Risk | Long-lived Assets | Rest of the world | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Concentration risk | 1.00% | 1.00% |
Commitments and Contingencies -
Commitments and Contingencies - Rental Expense for Operating Leases (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Gross rental expense | $ 177 | $ 179 | $ 182 |
Less: sublease revenue | (17) | (16) | (14) |
Less: rent credit | 0 | 0 | (4) |
Net rental expense | $ 160 | $ 163 | $ 164 |
Commitments and Contingencies87
Commitments and Contingencies - Narrative (Details) $ in Millions | 12 Months Ended | |||
Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Aug. 30, 2015shareholder | |
Loss Contingencies [Line Items] | ||||
Noncontrolling interest ownership by noncontrolling owners (as a percent) | 27.00% | |||
Shareholder Derivative Action | ||||
Loss Contingencies [Line Items] | ||||
Number of shareholders commencing punitive derivative action | shareholder | 2 | |||
CME Group | S&P/DJ Indices | ||||
Loss Contingencies [Line Items] | ||||
Revenues earned under license agreement | $ | $ 74 | $ 76 | $ 63 | |
Noncontrolling interest ownership by noncontrolling owners (as a percent) | 27.00% |
Commitments and Contingencies88
Commitments and Contingencies - Future Minimum Rental Commitments (Details) $ in Millions | Dec. 31, 2017USD ($) |
Future minimum rental commitments | |
Rent commitment, 2018 | $ 122 |
Rent commitment, 2019 | 109 |
Rent commitment, 2020 | 83 |
Rent commitment, 2021 | 71 |
Rent commitment, 2022 | 69 |
Rent commitment, 2023 and beyond | 516 |
Rent commitment, Total | 970 |
Sublease income, 2018 | (17) |
Sublease income, 2019 | (17) |
Sublease income, 2020 | (3) |
Sublease income, 2021 | 0 |
Sublease income, 2022 | 0 |
Sublease income, 2023 and beyond | 0 |
Sublease income, Total | (37) |
Net rent, 2018 | 105 |
Net rent, 2019 | 92 |
Net rent, 2020 | 80 |
Net rent, 2021 | 71 |
Net rent, 2022 | 69 |
Net rent, 2023 and beyond | 516 |
Net rent, Total | $ 933 |
Quarterly Financial Informati89
Quarterly Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 1,589 | $ 1,513 | $ 1,509 | $ 1,453 | $ 1,399 | $ 1,439 | $ 1,482 | $ 1,341 | $ 6,063 | $ 5,661 | $ 5,313 |
Operating profit | 628 | 658 | 677 | 648 | 857 | 1,348 | 651 | 512 | 2,610 | 3,369 | 1,917 |
Net income | 299 | 452 | 457 | 430 | 569 | 923 | 412 | 323 | 1,638 | 2,228 | 1,268 |
Net income attributable to S&P Global common shareholders | $ 263 | $ 414 | $ 421 | $ 399 | $ 537 | $ 892 | $ 383 | $ 294 | $ 1,496 | $ 2,106 | $ 1,156 |
Net income: | |||||||||||
Basic (in dollars per share) | $ 1.03 | $ 1.62 | $ 1.63 | $ 1.54 | $ 2.07 | $ 3.39 | $ 1.45 | $ 1.11 | $ 5.84 | $ 8.02 | $ 4.26 |
Diluted (in dollars per share) | $ 1.02 | $ 1.61 | $ 1.62 | $ 1.53 | $ 2.05 | $ 3.36 | $ 1.44 | $ 1.10 | $ 5.78 | $ 7.94 | $ 4.21 |
Pre-tax gain (loss) on dispositions | $ 379 | $ 722 | $ 1,100 | ||||||||
Gain (loss) on disposition of business, net of tax | $ 297 | $ 521 |
Condensed Consolidating Finan90
Condensed Consolidating Financial Statements - Narrative (Details) - USD ($) | Dec. 31, 2017 | Sep. 22, 2016 | Aug. 31, 2015 | Aug. 18, 2015 | May 26, 2015 |
Debt Instrument [Line Items] | |||||
Ownership interest of subsidiary (as a percent) | 100.00% | ||||
Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Debt face amount | $ 2,000,000,000 | $ 2,000,000,000 | |||
Senior Notes | 2.95% Senior Notes, due 2027 | |||||
Debt Instrument [Line Items] | |||||
Debt face amount | $ 500,000,000 | ||||
Interest rate (as a percent) | 2.95% | 2.95% | |||
Senior Notes | 4.0% Senior Notes, due 2025 | |||||
Debt Instrument [Line Items] | |||||
Debt face amount | $ 700,000,000 | ||||
Interest rate (as a percent) | 4.00% | 4.00% | |||
Senior Notes | 2.5% Senior Notes, due 2018 | |||||
Debt Instrument [Line Items] | |||||
Debt face amount | $ 400,000,000 | ||||
Interest rate (as a percent) | 2.50% | 2.50% | |||
Senior Notes | 3.3% Senior Notes, due 2020 | |||||
Debt Instrument [Line Items] | |||||
Debt face amount | $ 700,000,000 | ||||
Interest rate (as a percent) | 3.30% | 3.30% | |||
Senior Notes | 4.4% Senior Notes, due 2026 | |||||
Debt Instrument [Line Items] | |||||
Debt face amount | $ 900,000,000 | ||||
Interest rate (as a percent) | 4.40% | 4.40% |
Condensed Consolidating Finan91
Condensed Consolidating Financial Statements - Statement of Income (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Condensed Income Statements, Captions [Line Items] | |||||||||||
Revenue | $ 1,589 | $ 1,513 | $ 1,509 | $ 1,453 | $ 1,399 | $ 1,439 | $ 1,482 | $ 1,341 | $ 6,063 | $ 5,661 | $ 5,313 |
Expenses: | |||||||||||
Operating-related expenses | 1,713 | 1,773 | 1,718 | ||||||||
Selling and general expenses | 1,560 | 1,439 | 1,532 | ||||||||
Depreciation | 82 | 85 | 90 | ||||||||
Amortization of intangibles | 98 | 96 | 67 | ||||||||
Total expenses | 3,453 | 3,393 | 3,407 | ||||||||
Gain on dispositions | 0 | (1,101) | (11) | ||||||||
Operating profit | 628 | 658 | 677 | 648 | 857 | 1,348 | 651 | 512 | 2,610 | 3,369 | 1,917 |
Interest expense (income), net | 149 | 181 | 102 | ||||||||
Non-operating intercompany transactions | 0 | 0 | 0 | ||||||||
Income before taxes on income | 2,461 | 3,188 | 1,815 | ||||||||
Provision for taxes on income | 823 | 960 | 547 | ||||||||
Equity in net income of subsidiaries | 0 | 0 | 0 | ||||||||
Net income | 299 | 452 | 457 | 430 | 569 | 923 | 412 | 323 | 1,638 | 2,228 | 1,268 |
Less: net income attributable to noncontrolling interests | (142) | (122) | (112) | ||||||||
Net income attributable to S&P Global Inc. | $ 263 | $ 414 | $ 421 | $ 399 | $ 537 | $ 892 | $ 383 | $ 294 | 1,496 | 2,106 | 1,156 |
Comprehensive income | 1,762 | 2,055 | 1,182 | ||||||||
Eliminations | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
Revenue | (138) | (126) | (115) | ||||||||
Expenses: | |||||||||||
Operating-related expenses | (138) | (126) | (115) | ||||||||
Selling and general expenses | 0 | 0 | 0 | ||||||||
Depreciation | 0 | 0 | 0 | ||||||||
Amortization of intangibles | 0 | 0 | 0 | ||||||||
Total expenses | (138) | (126) | (115) | ||||||||
Gain on dispositions | 0 | 0 | |||||||||
Operating profit | 0 | 0 | 0 | ||||||||
Interest expense (income), net | 0 | 0 | 0 | ||||||||
Non-operating intercompany transactions | 2,175 | 668 | 0 | ||||||||
Income before taxes on income | (2,175) | (668) | 0 | ||||||||
Provision for taxes on income | 0 | 0 | 0 | ||||||||
Equity in net income of subsidiaries | (3,808) | (2,706) | (1,745) | ||||||||
Net income | (5,983) | (3,374) | (1,745) | ||||||||
Less: net income attributable to noncontrolling interests | (142) | (122) | (112) | ||||||||
Net income attributable to S&P Global Inc. | (6,125) | (3,496) | (1,857) | ||||||||
Comprehensive income | (5,982) | (3,374) | (1,741) | ||||||||
S&P Global Inc. | Reportable Legal Entities | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
Revenue | 717 | 667 | 624 | ||||||||
Expenses: | |||||||||||
Operating-related expenses | 108 | 113 | 137 | ||||||||
Selling and general expenses | 162 | 109 | 184 | ||||||||
Depreciation | 31 | 38 | 40 | ||||||||
Amortization of intangibles | 0 | 0 | 0 | ||||||||
Total expenses | 301 | 260 | 361 | ||||||||
Gain on dispositions | (1,072) | 0 | |||||||||
Operating profit | 416 | 1,479 | 263 | ||||||||
Interest expense (income), net | 163 | 191 | 112 | ||||||||
Non-operating intercompany transactions | 365 | 356 | 282 | ||||||||
Income before taxes on income | (112) | 932 | (131) | ||||||||
Provision for taxes on income | 26 | 275 | (107) | ||||||||
Equity in net income of subsidiaries | 3,808 | 2,412 | 1,473 | ||||||||
Net income | 3,670 | 3,069 | 1,449 | ||||||||
Less: net income attributable to noncontrolling interests | 0 | 0 | 0 | ||||||||
Net income attributable to S&P Global Inc. | 3,670 | 3,069 | 1,449 | ||||||||
Comprehensive income | 3,694 | 3,099 | 1,446 | ||||||||
Standard & Poor's Financial Services LLC | Reportable Legal Entities | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
Revenue | 1,780 | 1,513 | 2,141 | ||||||||
Expenses: | |||||||||||
Operating-related expenses | 482 | 451 | 737 | ||||||||
Selling and general expenses | 345 | 243 | 254 | ||||||||
Depreciation | 11 | 9 | 18 | ||||||||
Amortization of intangibles | 0 | 0 | 0 | ||||||||
Total expenses | 838 | 703 | 1,009 | ||||||||
Gain on dispositions | 0 | 0 | |||||||||
Operating profit | 942 | 810 | 1,132 | ||||||||
Interest expense (income), net | 0 | 0 | 0 | ||||||||
Non-operating intercompany transactions | (77) | (83) | 222 | ||||||||
Income before taxes on income | 1,019 | 893 | 910 | ||||||||
Provision for taxes on income | 370 | 420 | 358 | ||||||||
Equity in net income of subsidiaries | 0 | 294 | 272 | ||||||||
Net income | 649 | 767 | 824 | ||||||||
Less: net income attributable to noncontrolling interests | 0 | 0 | 0 | ||||||||
Net income attributable to S&P Global Inc. | 649 | 767 | 824 | ||||||||
Comprehensive income | 649 | 767 | 822 | ||||||||
Non-Guarantor Subsidiaries | Reportable Legal Entities | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
Revenue | 3,704 | 3,607 | 2,663 | ||||||||
Expenses: | |||||||||||
Operating-related expenses | 1,261 | 1,335 | 959 | ||||||||
Selling and general expenses | 1,053 | 1,087 | 1,094 | ||||||||
Depreciation | 40 | 38 | 32 | ||||||||
Amortization of intangibles | 98 | 96 | 67 | ||||||||
Total expenses | 2,452 | 2,556 | 2,152 | ||||||||
Gain on dispositions | (29) | (11) | |||||||||
Operating profit | 1,252 | 1,080 | 522 | ||||||||
Interest expense (income), net | (14) | (10) | (10) | ||||||||
Non-operating intercompany transactions | (2,463) | (941) | (504) | ||||||||
Income before taxes on income | 3,729 | 2,031 | 1,036 | ||||||||
Provision for taxes on income | 427 | 265 | 296 | ||||||||
Equity in net income of subsidiaries | 0 | 0 | 0 | ||||||||
Net income | 3,302 | 1,766 | 740 | ||||||||
Less: net income attributable to noncontrolling interests | 0 | 0 | 0 | ||||||||
Net income attributable to S&P Global Inc. | 3,302 | 1,766 | 740 | ||||||||
Comprehensive income | $ 3,401 | $ 1,563 | $ 655 |
Condensed Consolidating Finan92
Condensed Consolidating Financial Statements - Balance Sheet (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||||
Cash and cash equivalents | $ 2,779 | $ 2,392 | $ 1,481 | $ 2,497 |
Accounts receivable, net of allowance for doubtful accounts | 1,319 | 1,122 | ||
Intercompany receivable | 0 | 0 | ||
Prepaid and other current assets | 226 | 157 | ||
Total current assets | 4,324 | 3,671 | ||
Property and equipment, net of accumulated depreciation | 275 | 271 | ||
Goodwill | 2,989 | 2,949 | 2,882 | |
Other intangible assets, net | 1,388 | 1,506 | ||
Investments in subsidiaries | 0 | 0 | ||
Intercompany loans receivable | 0 | 0 | ||
Other non-current assets | 449 | 272 | ||
Total assets | 9,425 | 8,669 | ||
Current liabilities: | ||||
Accounts payable | 195 | 183 | ||
Intercompany payable | 0 | 0 | ||
Accrued compensation and contributions to retirement plans | 472 | 409 | ||
Short-term debt | 399 | 0 | ||
Income taxes currently payable | 77 | 95 | ||
Unearned revenue | 1,613 | 1,509 | ||
Accrued legal and regulatory settlements | 107 | 56 | ||
Other current liabilities | 351 | 359 | ||
Total current liabilities | 3,214 | 2,611 | ||
Long-term debt | 3,170 | 3,564 | ||
Intercompany loans payable | 0 | 0 | ||
Pension and other postretirement benefits | 244 | 274 | ||
Other non-current liabilities | 679 | 439 | ||
Total liabilities | 7,307 | 6,888 | ||
Redeemable noncontrolling interest | 1,350 | 1,080 | ||
Equity: | ||||
Common stock | 412 | 412 | ||
Additional paid-in capital | 525 | 502 | ||
Retained income | 10,025 | 9,210 | ||
Accumulated other comprehensive loss | (649) | (773) | ||
Less: common stock in treasury | (9,602) | (8,701) | ||
Total equity – controlling interests | 711 | 650 | ||
Total equity – noncontrolling interests | 57 | 51 | ||
Total equity | 768 | 701 | 243 | 539 |
Total liabilities and equity | 9,425 | 8,669 | ||
Eliminations | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Accounts receivable, net of allowance for doubtful accounts | 0 | 0 | ||
Intercompany receivable | (5,079) | (1,542) | ||
Prepaid and other current assets | 0 | (1) | ||
Total current assets | (5,079) | (1,543) | ||
Property and equipment, net of accumulated depreciation | 0 | 0 | ||
Goodwill | 9 | 9 | ||
Other intangible assets, net | 0 | 0 | ||
Investments in subsidiaries | (16,397) | (13,970) | ||
Intercompany loans receivable | (1,815) | (1,371) | ||
Other non-current assets | (1) | 0 | ||
Total assets | (23,283) | (16,875) | ||
Current liabilities: | ||||
Accounts payable | 0 | 0 | ||
Intercompany payable | (5,079) | (1,541) | ||
Accrued compensation and contributions to retirement plans | 0 | 0 | ||
Short-term debt | 0 | |||
Income taxes currently payable | 0 | 0 | ||
Unearned revenue | 0 | 0 | ||
Accrued legal and regulatory settlements | 0 | |||
Other current liabilities | 0 | 0 | ||
Total current liabilities | (5,079) | (1,541) | ||
Long-term debt | 0 | 0 | ||
Intercompany loans payable | (1,816) | (1,371) | ||
Pension and other postretirement benefits | 0 | 0 | ||
Other non-current liabilities | 0 | (1) | ||
Total liabilities | (6,895) | (2,913) | ||
Redeemable noncontrolling interest | 1,350 | 1,080 | ||
Equity: | ||||
Common stock | (2,318) | (2,460) | ||
Additional paid-in capital | (9,117) | (10,963) | ||
Retained income | (6,429) | (1,721) | ||
Accumulated other comprehensive loss | 46 | 44 | ||
Less: common stock in treasury | 23 | 7 | ||
Total equity – controlling interests | (17,795) | (15,093) | ||
Total equity – noncontrolling interests | 57 | 51 | ||
Total equity | (17,738) | (15,042) | ||
Total liabilities and equity | (23,283) | (16,875) | ||
S&P Global Inc. | Reportable Legal Entities | ||||
Current assets: | ||||
Cash and cash equivalents | 632 | 711 | 167 | 1,402 |
Accounts receivable, net of allowance for doubtful accounts | 138 | 138 | ||
Intercompany receivable | 768 | (165) | ||
Prepaid and other current assets | 143 | 77 | ||
Total current assets | 1,681 | 761 | ||
Property and equipment, net of accumulated depreciation | 158 | 159 | ||
Goodwill | 261 | 261 | ||
Other intangible assets, net | 0 | 0 | ||
Investments in subsidiaries | 8,364 | 5,464 | ||
Intercompany loans receivable | 116 | 17 | ||
Other non-current assets | 215 | 134 | ||
Total assets | 10,795 | 6,796 | ||
Current liabilities: | ||||
Accounts payable | 79 | 73 | ||
Intercompany payable | 3,433 | 1,324 | ||
Accrued compensation and contributions to retirement plans | 145 | 129 | ||
Short-term debt | 399 | |||
Income taxes currently payable | 2 | 43 | ||
Unearned revenue | 293 | 273 | ||
Accrued legal and regulatory settlements | 0 | 2 | ||
Other current liabilities | 136 | 163 | ||
Total current liabilities | 4,487 | 2,007 | ||
Long-term debt | 3,170 | 3,564 | ||
Intercompany loans payable | 101 | 11 | ||
Pension and other postretirement benefits | 180 | 196 | ||
Other non-current liabilities | 376 | 52 | ||
Total liabilities | 8,314 | 5,830 | ||
Redeemable noncontrolling interest | 0 | 0 | ||
Equity: | ||||
Common stock | 412 | 412 | ||
Additional paid-in capital | (216) | (174) | ||
Retained income | 12,156 | 9,721 | ||
Accumulated other comprehensive loss | (269) | (292) | ||
Less: common stock in treasury | (9,602) | (8,701) | ||
Total equity – controlling interests | 2,481 | 966 | ||
Total equity – noncontrolling interests | 0 | 0 | ||
Total equity | 2,481 | 966 | ||
Total liabilities and equity | 10,795 | 6,796 | ||
Standard & Poor's Financial Services LLC | Reportable Legal Entities | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Accounts receivable, net of allowance for doubtful accounts | 152 | 131 | ||
Intercompany receivable | 1,784 | 837 | ||
Prepaid and other current assets | (3) | 2 | ||
Total current assets | 1,933 | 970 | ||
Property and equipment, net of accumulated depreciation | 10 | 1 | ||
Goodwill | 0 | 0 | ||
Other intangible assets, net | 0 | 0 | ||
Investments in subsidiaries | 5 | 680 | ||
Intercompany loans receivable | 0 | 0 | ||
Other non-current assets | 61 | 24 | ||
Total assets | 2,009 | 1,675 | ||
Current liabilities: | ||||
Accounts payable | 23 | 22 | ||
Intercompany payable | 492 | 40 | ||
Accrued compensation and contributions to retirement plans | 86 | 69 | ||
Short-term debt | 0 | |||
Income taxes currently payable | 0 | 0 | ||
Unearned revenue | 193 | 191 | ||
Accrued legal and regulatory settlements | 2 | 3 | ||
Other current liabilities | 21 | (54) | ||
Total current liabilities | 817 | 271 | ||
Long-term debt | 0 | 0 | ||
Intercompany loans payable | 0 | 0 | ||
Pension and other postretirement benefits | 0 | 0 | ||
Other non-current liabilities | 74 | 74 | ||
Total liabilities | 891 | 345 | ||
Redeemable noncontrolling interest | 0 | 0 | ||
Equity: | ||||
Common stock | 0 | 0 | ||
Additional paid-in capital | 602 | 1,154 | ||
Retained income | 516 | 176 | ||
Accumulated other comprehensive loss | 0 | 0 | ||
Less: common stock in treasury | 0 | 0 | ||
Total equity – controlling interests | 1,118 | 1,330 | ||
Total equity – noncontrolling interests | 0 | 0 | ||
Total equity | 1,118 | 1,330 | ||
Total liabilities and equity | 2,009 | 1,675 | ||
Non-Guarantor Subsidiaries | Reportable Legal Entities | ||||
Current assets: | ||||
Cash and cash equivalents | 2,147 | 1,681 | $ 1,314 | $ 1,095 |
Accounts receivable, net of allowance for doubtful accounts | 1,029 | 853 | ||
Intercompany receivable | 2,527 | 870 | ||
Prepaid and other current assets | 86 | 79 | ||
Total current assets | 5,789 | 3,483 | ||
Property and equipment, net of accumulated depreciation | 107 | 111 | ||
Goodwill | 2,719 | 2,679 | ||
Other intangible assets, net | 1,388 | 1,506 | ||
Investments in subsidiaries | 8,028 | 7,826 | ||
Intercompany loans receivable | 1,699 | 1,354 | ||
Other non-current assets | 174 | 114 | ||
Total assets | 19,904 | 17,073 | ||
Current liabilities: | ||||
Accounts payable | 93 | 88 | ||
Intercompany payable | 1,154 | 177 | ||
Accrued compensation and contributions to retirement plans | 241 | 211 | ||
Short-term debt | 0 | |||
Income taxes currently payable | 75 | 52 | ||
Unearned revenue | 1,127 | 1,045 | ||
Accrued legal and regulatory settlements | 105 | 51 | ||
Other current liabilities | 194 | 250 | ||
Total current liabilities | 2,989 | 1,874 | ||
Long-term debt | 0 | 0 | ||
Intercompany loans payable | 1,715 | 1,360 | ||
Pension and other postretirement benefits | 64 | 78 | ||
Other non-current liabilities | 229 | 314 | ||
Total liabilities | 4,997 | 3,626 | ||
Redeemable noncontrolling interest | 0 | 0 | ||
Equity: | ||||
Common stock | 2,318 | 2,460 | ||
Additional paid-in capital | 9,256 | 10,485 | ||
Retained income | 3,782 | 1,034 | ||
Accumulated other comprehensive loss | (426) | (525) | ||
Less: common stock in treasury | (23) | (7) | ||
Total equity – controlling interests | 14,907 | 13,447 | ||
Total equity – noncontrolling interests | 0 | 0 | ||
Total equity | 14,907 | 13,447 | ||
Total liabilities and equity | $ 19,904 | $ 17,073 |
Condensed Consolidating Finan93
Condensed Consolidating Financial Statements - Statement of Cash Flows (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Activities: | |||||||||||
Net income | $ 299 | $ 452 | $ 457 | $ 430 | $ 569 | $ 923 | $ 412 | $ 323 | $ 1,638 | $ 2,228 | $ 1,268 |
Adjustments to reconcile net income to cash provided by operating activities: | |||||||||||
Depreciation | 82 | 85 | 90 | ||||||||
Amortization of intangibles | 98 | 96 | 67 | ||||||||
Provision for losses on accounts receivable | 16 | 9 | 8 | ||||||||
Deferred income taxes | 0 | 79 | 280 | ||||||||
Stock-based compensation | 99 | 76 | 78 | ||||||||
Gain on dispositions | 0 | (1,101) | (11) | ||||||||
Accrued legal and regulatory settlements | 55 | 54 | 119 | ||||||||
Other | 96 | 30 | 57 | ||||||||
Changes in operating assets and liabilities, net of effect of acquisitions and dispositions: | |||||||||||
Accounts receivable | (196) | (177) | (118) | ||||||||
Prepaid and other current assets | 10 | 5 | 5 | ||||||||
Accounts payable and accrued expenses | 75 | 19 | (9) | ||||||||
Unearned revenue | 85 | 107 | 129 | ||||||||
Accrued legal and regulatory settlements | (4) | (150) | (1,624) | ||||||||
Other current liabilities | (85) | (19) | (77) | ||||||||
Net change in prepaid/accrued income taxes | 32 | 174 | 129 | ||||||||
Net change in other assets and liabilities | 15 | 45 | (35) | ||||||||
Cash provided by operating activities from continuing operations | 2,016 | 1,560 | 356 | ||||||||
Investing Activities: | |||||||||||
Capital expenditures | (123) | (115) | (139) | ||||||||
Acquisitions, net of cash acquired | (83) | (177) | (2,396) | ||||||||
Proceeds from dispositions | 2 | 1,498 | 14 | ||||||||
Changes in short-term investments | (5) | (1) | (4) | ||||||||
Cash (used for) provided by investing activities from continuing operations | (209) | 1,205 | (2,525) | ||||||||
Financing Activities: | |||||||||||
(Payments on) / additions to short-term debt, net | 0 | (143) | 143 | ||||||||
Proceeds from issuance of senior notes, net | 0 | 493 | 2,674 | ||||||||
Payments on senior notes | 0 | (421) | 0 | ||||||||
Dividends paid to shareholders | (421) | (380) | (363) | ||||||||
Distributions to noncontrolling interest holders | (111) | (116) | (104) | ||||||||
Repurchase of treasury shares | (1,001) | (1,123) | (974) | ||||||||
Exercise of stock options | 75 | 88 | 86 | ||||||||
Contingent consideration payments | 0 | (39) | (5) | ||||||||
Purchase of additional CRISIL shares | 0 | 0 | (16) | ||||||||
Employee withholding tax on share-based payments | (49) | (55) | (92) | ||||||||
Intercompany financing activities | 0 | 0 | 0 | ||||||||
Cash (used for) provided by financing activities from continuing operations | (1,507) | (1,696) | 1,349 | ||||||||
Effect of exchange rate changes on cash | 87 | (158) | (67) | ||||||||
Cash provided by continuing operations | 387 | 911 | (887) | ||||||||
Discontinued Operations: | |||||||||||
Cash used for operating activities | 0 | 0 | (129) | ||||||||
Cash used for discontinued operations | 0 | 0 | (129) | ||||||||
Net change in cash and cash equivalents | 387 | 911 | (1,016) | ||||||||
Cash and cash equivalents at beginning of year | 2,392 | 1,481 | 2,392 | 1,481 | 2,497 | ||||||
Cash and cash equivalents at end of year | 2,779 | 2,392 | 2,779 | 2,392 | 1,481 | ||||||
Eliminations | |||||||||||
Operating Activities: | |||||||||||
Net income | (5,983) | (3,374) | (1,745) | ||||||||
Adjustments to reconcile net income to cash provided by operating activities: | |||||||||||
Depreciation | 0 | 0 | 0 | ||||||||
Amortization of intangibles | 0 | 0 | 0 | ||||||||
Provision for losses on accounts receivable | 0 | 0 | 0 | ||||||||
Deferred income taxes | 0 | 0 | 0 | ||||||||
Stock-based compensation | 0 | 0 | 0 | ||||||||
Gain on dispositions | 0 | 0 | |||||||||
Accrued legal and regulatory settlements | 0 | 0 | 0 | ||||||||
Other | 0 | 0 | 0 | ||||||||
Changes in operating assets and liabilities, net of effect of acquisitions and dispositions: | |||||||||||
Accounts receivable | 0 | 0 | 0 | ||||||||
Prepaid and other current assets | 0 | 0 | 0 | ||||||||
Accounts payable and accrued expenses | 0 | 0 | 0 | ||||||||
Unearned revenue | 0 | 0 | 0 | ||||||||
Accrued legal and regulatory settlements | 0 | 0 | 0 | ||||||||
Other current liabilities | 0 | 0 | 0 | ||||||||
Net change in prepaid/accrued income taxes | 0 | 0 | 0 | ||||||||
Net change in other assets and liabilities | 0 | 0 | 0 | ||||||||
Cash provided by operating activities from continuing operations | (5,983) | (3,374) | (1,745) | ||||||||
Investing Activities: | |||||||||||
Capital expenditures | 0 | 0 | 0 | ||||||||
Acquisitions, net of cash acquired | 0 | 0 | 0 | ||||||||
Proceeds from dispositions | 0 | 0 | 0 | ||||||||
Changes in short-term investments | 0 | 0 | 0 | ||||||||
Cash (used for) provided by investing activities from continuing operations | 0 | 0 | 0 | ||||||||
Financing Activities: | |||||||||||
(Payments on) / additions to short-term debt, net | 0 | 0 | |||||||||
Proceeds from issuance of senior notes, net | 0 | 0 | |||||||||
Payments on senior notes | 0 | ||||||||||
Dividends paid to shareholders | 0 | 0 | 0 | ||||||||
Distributions to noncontrolling interest holders | 0 | 0 | 0 | ||||||||
Repurchase of treasury shares | 0 | 0 | 0 | ||||||||
Exercise of stock options | 0 | 0 | 0 | ||||||||
Contingent consideration payments | 0 | 0 | |||||||||
Purchase of additional CRISIL shares | 0 | ||||||||||
Employee withholding tax on share-based payments | 0 | 0 | 0 | ||||||||
Intercompany financing activities | 5,983 | 3,374 | 1,745 | ||||||||
Cash (used for) provided by financing activities from continuing operations | 5,983 | 3,374 | 1,745 | ||||||||
Effect of exchange rate changes on cash | 0 | 0 | 0 | ||||||||
Cash provided by continuing operations | 0 | ||||||||||
Discontinued Operations: | |||||||||||
Cash used for operating activities | 0 | ||||||||||
Cash used for discontinued operations | 0 | ||||||||||
Net change in cash and cash equivalents | 0 | 0 | 0 | ||||||||
Cash and cash equivalents at beginning of year | 0 | 0 | 0 | 0 | 0 | ||||||
Cash and cash equivalents at end of year | 0 | 0 | 0 | 0 | 0 | ||||||
S&P Global Inc. | Reportable Legal Entities | |||||||||||
Operating Activities: | |||||||||||
Net income | 3,670 | 3,069 | 1,449 | ||||||||
Adjustments to reconcile net income to cash provided by operating activities: | |||||||||||
Depreciation | 31 | 38 | 40 | ||||||||
Amortization of intangibles | 0 | 0 | 0 | ||||||||
Provision for losses on accounts receivable | 2 | 1 | 1 | ||||||||
Deferred income taxes | 108 | 16 | 33 | ||||||||
Stock-based compensation | 35 | 22 | 23 | ||||||||
Gain on dispositions | (1,072) | 0 | |||||||||
Accrued legal and regulatory settlements | 0 | 3 | 0 | ||||||||
Other | 34 | 48 | 23 | ||||||||
Changes in operating assets and liabilities, net of effect of acquisitions and dispositions: | |||||||||||
Accounts receivable | (2) | (24) | 3 | ||||||||
Prepaid and other current assets | (5) | (2) | (4) | ||||||||
Accounts payable and accrued expenses | 22 | (8) | 8 | ||||||||
Unearned revenue | 19 | 19 | (5) | ||||||||
Accrued legal and regulatory settlements | 0 | 0 | 0 | ||||||||
Other current liabilities | (42) | (27) | (31) | ||||||||
Net change in prepaid/accrued income taxes | 41 | 141 | 14 | ||||||||
Net change in other assets and liabilities | 7 | (9) | 78 | ||||||||
Cash provided by operating activities from continuing operations | 3,920 | 2,215 | 1,632 | ||||||||
Investing Activities: | |||||||||||
Capital expenditures | (55) | (68) | (67) | ||||||||
Acquisitions, net of cash acquired | 0 | (144) | (2,243) | ||||||||
Proceeds from dispositions | 0 | 1,422 | 0 | ||||||||
Changes in short-term investments | 0 | 0 | 0 | ||||||||
Cash (used for) provided by investing activities from continuing operations | (55) | 1,210 | (2,310) | ||||||||
Financing Activities: | |||||||||||
(Payments on) / additions to short-term debt, net | (143) | 143 | |||||||||
Proceeds from issuance of senior notes, net | 493 | 2,674 | |||||||||
Payments on senior notes | (421) | ||||||||||
Dividends paid to shareholders | (421) | (380) | (363) | ||||||||
Distributions to noncontrolling interest holders | 0 | 0 | 0 | ||||||||
Repurchase of treasury shares | (1,001) | (1,123) | (974) | ||||||||
Exercise of stock options | 68 | 86 | 80 | ||||||||
Contingent consideration payments | (5) | (5) | |||||||||
Purchase of additional CRISIL shares | 0 | ||||||||||
Employee withholding tax on share-based payments | (49) | (55) | (92) | ||||||||
Intercompany financing activities | (2,546) | (1,333) | (2,020) | ||||||||
Cash (used for) provided by financing activities from continuing operations | (3,949) | (2,881) | (557) | ||||||||
Effect of exchange rate changes on cash | 5 | 0 | 0 | ||||||||
Cash provided by continuing operations | (1,235) | ||||||||||
Discontinued Operations: | |||||||||||
Cash used for operating activities | 0 | ||||||||||
Cash used for discontinued operations | 0 | ||||||||||
Net change in cash and cash equivalents | (79) | 544 | (1,235) | ||||||||
Cash and cash equivalents at beginning of year | 711 | 167 | 711 | 167 | 1,402 | ||||||
Cash and cash equivalents at end of year | 632 | 711 | 632 | 711 | 167 | ||||||
Standard & Poor's Financial Services LLC | Reportable Legal Entities | |||||||||||
Operating Activities: | |||||||||||
Net income | 649 | 767 | 824 | ||||||||
Adjustments to reconcile net income to cash provided by operating activities: | |||||||||||
Depreciation | 11 | 9 | 18 | ||||||||
Amortization of intangibles | 0 | 0 | 0 | ||||||||
Provision for losses on accounts receivable | 3 | 0 | 1 | ||||||||
Deferred income taxes | (10) | (9) | 290 | ||||||||
Stock-based compensation | 22 | 17 | 24 | ||||||||
Gain on dispositions | 0 | 0 | |||||||||
Accrued legal and regulatory settlements | 0 | 1 | 110 | ||||||||
Other | 19 | 5 | 16 | ||||||||
Changes in operating assets and liabilities, net of effect of acquisitions and dispositions: | |||||||||||
Accounts receivable | (23) | 187 | (27) | ||||||||
Prepaid and other current assets | 3 | 10 | 14 | ||||||||
Accounts payable and accrued expenses | 97 | (39) | (34) | ||||||||
Unearned revenue | 2 | (395) | 66 | ||||||||
Accrued legal and regulatory settlements | (1) | (108) | (1,624) | ||||||||
Other current liabilities | (12) | (27) | (35) | ||||||||
Net change in prepaid/accrued income taxes | (18) | 0 | 0 | ||||||||
Net change in other assets and liabilities | (6) | 38 | 8 | ||||||||
Cash provided by operating activities from continuing operations | 736 | 456 | (349) | ||||||||
Investing Activities: | |||||||||||
Capital expenditures | (32) | (15) | (10) | ||||||||
Acquisitions, net of cash acquired | 0 | 0 | 0 | ||||||||
Proceeds from dispositions | 0 | 0 | 0 | ||||||||
Changes in short-term investments | 0 | 0 | 0 | ||||||||
Cash (used for) provided by investing activities from continuing operations | (32) | (15) | (10) | ||||||||
Financing Activities: | |||||||||||
(Payments on) / additions to short-term debt, net | 0 | 0 | |||||||||
Proceeds from issuance of senior notes, net | 0 | 0 | |||||||||
Payments on senior notes | 0 | ||||||||||
Dividends paid to shareholders | 0 | 0 | 0 | ||||||||
Distributions to noncontrolling interest holders | 0 | 0 | 0 | ||||||||
Repurchase of treasury shares | 0 | 0 | 0 | ||||||||
Exercise of stock options | 0 | 0 | 0 | ||||||||
Contingent consideration payments | 0 | 0 | |||||||||
Purchase of additional CRISIL shares | 0 | ||||||||||
Employee withholding tax on share-based payments | 0 | 0 | 0 | ||||||||
Intercompany financing activities | (704) | (441) | 359 | ||||||||
Cash (used for) provided by financing activities from continuing operations | (704) | (441) | 359 | ||||||||
Effect of exchange rate changes on cash | 0 | 0 | 0 | ||||||||
Cash provided by continuing operations | 0 | ||||||||||
Discontinued Operations: | |||||||||||
Cash used for operating activities | 0 | ||||||||||
Cash used for discontinued operations | 0 | ||||||||||
Net change in cash and cash equivalents | 0 | 0 | 0 | ||||||||
Cash and cash equivalents at beginning of year | 0 | 0 | 0 | 0 | 0 | ||||||
Cash and cash equivalents at end of year | 0 | 0 | 0 | 0 | 0 | ||||||
Non-Guarantor Subsidiaries | Reportable Legal Entities | |||||||||||
Operating Activities: | |||||||||||
Net income | 3,302 | 1,766 | 740 | ||||||||
Adjustments to reconcile net income to cash provided by operating activities: | |||||||||||
Depreciation | 40 | 38 | 32 | ||||||||
Amortization of intangibles | 98 | 96 | 67 | ||||||||
Provision for losses on accounts receivable | 11 | 8 | 6 | ||||||||
Deferred income taxes | (98) | 72 | (43) | ||||||||
Stock-based compensation | 42 | 37 | 31 | ||||||||
Gain on dispositions | (29) | (11) | |||||||||
Accrued legal and regulatory settlements | 55 | 50 | 9 | ||||||||
Other | 43 | (23) | 18 | ||||||||
Changes in operating assets and liabilities, net of effect of acquisitions and dispositions: | |||||||||||
Accounts receivable | (171) | (340) | (94) | ||||||||
Prepaid and other current assets | 12 | (3) | (5) | ||||||||
Accounts payable and accrued expenses | (44) | 66 | 17 | ||||||||
Unearned revenue | 64 | 483 | 68 | ||||||||
Accrued legal and regulatory settlements | (3) | (42) | 0 | ||||||||
Other current liabilities | (31) | 35 | (11) | ||||||||
Net change in prepaid/accrued income taxes | 9 | 33 | 115 | ||||||||
Net change in other assets and liabilities | 14 | 16 | (121) | ||||||||
Cash provided by operating activities from continuing operations | 3,343 | 2,263 | 818 | ||||||||
Investing Activities: | |||||||||||
Capital expenditures | (36) | (32) | (62) | ||||||||
Acquisitions, net of cash acquired | (83) | (33) | (153) | ||||||||
Proceeds from dispositions | 2 | 76 | 14 | ||||||||
Changes in short-term investments | (5) | (1) | (4) | ||||||||
Cash (used for) provided by investing activities from continuing operations | (122) | 10 | (205) | ||||||||
Financing Activities: | |||||||||||
(Payments on) / additions to short-term debt, net | 0 | 0 | |||||||||
Proceeds from issuance of senior notes, net | 0 | 0 | |||||||||
Payments on senior notes | 0 | ||||||||||
Dividends paid to shareholders | 0 | 0 | 0 | ||||||||
Distributions to noncontrolling interest holders | (111) | (116) | (104) | ||||||||
Repurchase of treasury shares | 0 | 0 | 0 | ||||||||
Exercise of stock options | 7 | 2 | 6 | ||||||||
Contingent consideration payments | (34) | 0 | |||||||||
Purchase of additional CRISIL shares | (16) | ||||||||||
Employee withholding tax on share-based payments | 0 | 0 | 0 | ||||||||
Intercompany financing activities | (2,733) | (1,600) | (84) | ||||||||
Cash (used for) provided by financing activities from continuing operations | (2,837) | (1,748) | (198) | ||||||||
Effect of exchange rate changes on cash | 82 | (158) | (67) | ||||||||
Cash provided by continuing operations | 348 | ||||||||||
Discontinued Operations: | |||||||||||
Cash used for operating activities | (129) | ||||||||||
Cash used for discontinued operations | (129) | ||||||||||
Net change in cash and cash equivalents | 466 | 367 | 219 | ||||||||
Cash and cash equivalents at beginning of year | $ 1,681 | $ 1,314 | 1,681 | 1,314 | 1,095 | ||||||
Cash and cash equivalents at end of year | $ 2,147 | $ 1,681 | $ 2,147 | $ 1,681 | $ 1,314 |
Schedule II - Valuation and Q94
Schedule II - Valuation and Qualifying Accounts (Details) - Allowance for doubtful accounts - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Valuation Allowances [Roll Forward] | |||
Balance at beginning of year | $ 28 | $ 37 | $ 38 |
Net charges to income | 15 | 8 | 12 |
Deductions and other | (11) | (17) | (13) |
Balance at end of year | $ 33 | $ 28 | $ 37 |