如果我們預計獲利期大於一年,我們會認可資產爲與顧客簽訂合同的增量成本。我們已經確定,與 certain 銷售佣金計劃相關的成本是與獲取客戶合同的成本是增量的,並因此符合資本化的標準。資本化的獲取合同成本總額爲$2741百萬美元和234百萬美元,截至2024年9月30日和2023年12月31日,並列在我們的資產負債表中的預付款和其他流動資產以及其他非流動資產中。資本化的資產將在一段與向客戶轉讓相關貨物或服務的期間內攤銷,根據客戶期限和產品及服務的平均壽命進行計算,已確定爲約 5 年。費用記錄在銷售和一般費用中。
2024年5月1日,我們完成了對Visible Alpha的收購,Visible Alpha是深度行業和細分共識數據的金融科技提供商,在Market Intelligence的Capital IQ Pro平台上創造了基本投資研究能力的高級服務。這項收購是我們市場情報板塊的一部分,進一步增強了Visible Alpha和S&P Capital IQ Pro整體服務的深度和廣度。對Visible Alpha的收購對我們的基本報表沒有實質影響。
2023年2月16日,我們完成了對Market Scan Information Systems, Inc.(「Market Scan」)的收購,該公司是汽車定價和激勵情報領域的領先提供商,包括汽車付款作爲服務此款超便攜式投影儀使用了最新的 Android TV 界面,而且遙控器還內置了 Google AssistantTM 功能,用戶可以非常方便地使用它。 及其強大的付款計算引擎。將Market Scan添加到Mobility使得能夠在現有服務對經銷商、OEM製造商、貸款機構和其他市場參與者產生互補的領域內融合詳細的交易情報。收購Market Scan對我們的綜合財務報表並不構成實質性影響。
2023年1月3日,我們完成了對ChartIQ的收購,這是金融服務行業的領先圖表供應商。 ChartIQ是一個專業級的圖表解決方案,可以讓用戶使用完全交互式的基於網絡的庫來可視化數據,可以在網絡、移動和桌面上無縫工作。它提供高級功能,包括交易可視化、期權分析、技術面分析等等。此外,ChartIQ還允許客戶將供應商提供的數據與其自有內容、替代數據集或分析相結合。這次收購是我們市場情報部門的一部分,進一步增強了我們的S&P Capital IQ Pro平台和其他工作流解決方案,爲行業提供領先的可視化功能。收購ChartIQ對我們的合併基本財務報表沒有實質影響。
Operating profit increased 33%. Excluding the impact of higher employee severance charges in 2023 of 7 percentage points, higher IHS Markit merger costs in 2023 of 5 percentage points and the impact of a gain on disposition in 2024 of 4 percentage points, partially offset by higher amortization of intangibles from acquisitions in 2024 of 2 percentage points and a statutorily required bonus accrual adjustment in 2024 of 1 percentage point, operating profit increased 20%. The increase was primarily due to revenue growth, partially offset by increased incentives as a result of financial performance, higher compensation costs driven by annual merit increases and investments in strategic initiatives, and higher technology costs. Foreign exchange rates had an unfavorable impact of 1 percentage point.
Nine Months
Revenue increased 14% driven by increases at all of our reportable segments, partially offset by a decrease at Engineering Solutions due to its sale on May 2, 2023. The increase at Ratings was driven by growth in both transaction revenue and non-transaction revenue. Transaction revenue increased primarily due to growth in corporate bond ratings revenue and bank loan ratings revenue driven by increased issuance volumes due to higher refinancing activity. Non-transaction revenue increased due to an increase in surveillance revenue and an increase in new entity credit ratings revenue, partially offset by the unfavorable impact of a cumulative catch-up for customers’ unreported commercial paper issuance in the nine months ended September 30, 2023. The increase at Market Intelligence was primarily due to subscription revenue growth for work flow solutions at Enterprise Solutions, data feed products within Data and Advisory Solutions, RatingsXpress®, RatingsDirect® and Credit Analytics within Credit & Risk Solutions and Market Intelligence Desktop products. Revenue growth at Commodity Insights was primarily due to continued demand for market data and market insights products. The increase at Indices was primarily due to higher asset-linked fees revenue, higher exchange-traded derivative revenue and higher data subscription revenue. The increase at Mobility was primarily due to new business growth within the Dealer business and strong underwriting volumes within the Financial business. Revenue at Market Intelligence was favorably impacted by the acquisition of Visible Alpha in May of 2024 and unfavorably impacted by the sale of Fincentric in August of 2024. Revenue at Commodity Insights was favorably impacted by the acquisition of World Hydrogen Leaders in May of 2024. Revenue at Mobility was favorably impacted by the acquisition of Market Scan in February of 2023. Foreign exchange rates had a favorable impact of less than 1 percentage point.
31
Operating profit increased 36%. Excluding the impact of a gain on dispositions in 2024 compared to a loss on dispositions, net in 2023 of 7 percentage points, higher IHS Markit merger costs in 2023 of 5 percentage points, higher employee severance charges in 2023 of 4 percentage points, higher disposition-related costs in 2023 of 1 percentage point and higher lease impairments in 2023 of 1 percentage point, partially offset by higher amortization of intangibles from acquisitions in 2024 of 2 percentage points, legal costs in 2024 of 1 percentage point and a statutorily required bonus accrual adjustment in 2024 of 1 percentage point, operating profit increased 22%. The increase was primarily due to revenue growth, partially offset by increased incentives as a result of financial performance, higher compensation costs driven by annual merit increases and investments in strategic initiatives, and higher technology costs. Foreign exchange rates had a favorable impact of less than 1 percentage point.
Our Strategy
We are a provider of credit ratings, benchmarks, analytics and workflow solutions in the global capital, commodity and automotive markets. Our purpose is to accelerate progress. We seek to deliver on this purpose in line with our core values of integrity, discovery and partnership.
Powering Global Markets is the framework for our forward-looking business strategy. Through this framework, we seek to deliver an exceptional, differentiated customer experience by enhancing our foundational capabilities, evolving and growing our core businesses, and pursuing growth via adjacencies. In 2024, we are striving to deliver on our strategic priorities in the following key areas:
Financial
•Meeting or exceeding our organic revenue growth and EBITA margin targets;
•Realizing our merger/integration commitments - cost and revenue synergy targets; and
•Driving growth and superior shareholder returns through effective execution, active portfolio management and prudent capital allocation.
Customer at the Core
•Enhancing customer support and seamless user experience with a focus on ease of discoverability, distribution, and delivery of our products and services and integrated capabilities;
•Continuing to invest in customer facing solutions and processes; and
•Prioritizing key strategic relationships to drive enterprise alignment and account/relationship development.
Grow and Innovate
•Continuing to fund and accelerate key growth areas and transformational adjacencies;
•Exercising disciplined organic capital allocation, inorganic and partnership strategies; and
•Growing the value of S&P Global’s brand through an integrated marketing and communication strategy; driving awareness and consideration across the product offering.
Data and Technology
•Strengthening data management capabilities for cross-enterprise value creation, ensuring data quality through governance, enhanced architecture, and policy codification. Utilizing advanced technologies to enhance data processing efficiency, precision, and drive new insights, prioritizing optimized data management and analysis;
•Adopting efficient modern native cloud technologies and data services; implementing technologies that align with customer needs and unlock new opportunities; and
32
•Formulating and executing on an enterprise-wide AI strategy that accelerates innovation in our product offerings and drives the productivity of our people with common AI capabilities.
Lead and Inspire
•Continuing to improve diverse representation through hiring, advancement and retention, while continuing to raise awareness through Diversity, Equity, and Inclusion education; and
•Ensuring our people are engaged with a particular focus on learning, development and career opportunities, and continue to embed our purpose and values throughout the Company.
Execute and Deliver
•Driving continuous commitment to risk management, compliance, and control across S&P Global;
•Strengthening the security and resiliency of business-critical systems through the elimination of known risk areas vulnerable to threat actor exploitation; and
•Creating a more sustainable impact.
There can be no assurance that we will achieve success in implementing any one or more of these strategies as a variety of factors could unfavorably impact operating results, including prolonged difficulties in the global credit markets and a change in the regulatory environment affecting our businesses. See Item 1A, Risk Factors in our most recently filed Annual Report on Form 10-K.
33
RESULTS OF OPERATIONS — COMPARING THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
Consolidated Review
(in millions)
Three Months
Nine Months
2024
2023
% Change
2024
2023
% Change
Revenue
$
3,575
$
3,084
16%
$
10,616
$
9,345
14%
Total Expenses:
Operating-related expenses
1,072
995
8%
3,277
3,109
5%
Selling and general expenses
808
741
9%
2,247
2,217
1%
Depreciation and amortization
293
282
4%
873
853
2%
Total expenses
2,173
2,018
8%
6,397
6,179
4%
(Gain) loss on dispositions, net
(21)
—
N/M
(21)
69
N/M
Equity in income on unconsolidated subsidiaries
(11)
(8)
47%
(31)
(33)
(7)%
Operating profit
1,434
1,074
33%
4,271
3,130
36%
Other loss (income), net
2
(5)
N/M
(10)
(5)
N/M
Interest expense, net
72
84
(14)%
227
258
(12)%
Provision for taxes on income
313
181
73%
854
628
36%
Net income
1,047
814
29%
3,200
2,249
42%
Less: net income attributable to noncontrolling interests
(76)
(72)
(6)%
(228)
(202)
(13)%
Net income attributable to S&P Global Inc.
$
971
$
742
31%
$
2,972
$
2,047
45%
N/M – Represents a change equal to or in excess of 100% or not meaningful
34
Revenue
The following table provides consolidated revenue information for the periods ended September 30:
(in millions)
Three Months
Nine Months
2024
2023
% Change
2024
2023
% Change
Revenue
$
3,575
$
3,084
16%
$
10,616
$
9,345
14%
Subscription revenue
1,864
1,730
8%
5,464
5,194
5%
Non-subscription / transaction revenue
735
477
54%
2,305
1,600
44%
Non-transaction revenue
466
447
4%
1,365
1,276
7%
Asset-linked fees
266
218
22%
756
638
18%
Sales usage-based royalties
102
87
17%
296
257
15%
Recurring variable
142
125
14%
430
380
13%
% of total revenue:
Subscription revenue
52
%
56
%
51
%
55
%
Non-subscription / transaction revenue
21
%
16
%
22
%
17
%
Non-transaction revenue
13
%
14
%
13
%
14
%
Asset-linked fees
7
%
7
%
7
%
7
%
Sales usage-based royalties
3
%
3
%
3
%
3
%
Recurring variable
4
%
4
%
4
%
4
%
U.S. revenue
$
2,176
$
1,853
17%
$
6,478
$
5,644
15%
International revenue:
European region
802
693
16%
2,407
2,108
14%
Asia
388
344
13%
1,111
1,023
9%
Rest of the world
209
194
7%
620
570
8%
Total international revenue
$
1,399
$
1,231
14%
$
4,138
$
3,701
12%
% of total revenue:
U.S. revenue
61
%
60
%
61
%
60
%
International revenue
39
%
40
%
39
%
40
%
35
Three Months
Revenue increased 16% as compared to the three months ended September 30, 2023. Subscription revenue increased in the three month period primarily due to growth in work flow solutions at Enterprise Solutions, data feed products within Data and Advisory Solutions, RatingsXpress®, RatingsDirect® and Credit Analytics within Credit & Risk Solutions and Market Intelligence Desktop products at Market Intelligence, continued demand for Commodity Insights market data and market insights products and new business growth within the Dealer business and strong underwriting volumes within the Financial business at Mobility. Subscription revenue at Market Intelligence was favorably impacted by the acquisition of Visible Alpha in May of 2024 and unfavorably impacted by the sale of Fincentric in August of 2024. Non-subscription / transaction revenue increased primarily due to growth in corporate bond ratings revenue and bank loan ratings revenue driven by increased issuance volumes due to higher refinancing activity. Non-transaction revenue increased due to an increase in surveillance revenue and an increase in new entity credit ratings revenue, partially offset by the unfavorable impact of a cumulative catch-up for customers’ unreported commercial paper issuance in the third quarter of 2023. Asset linked fees increased at Indices primarily due to higher levels of assets under management (“AUM”) for ETFs and mutual funds. The increase in sales-usage based royalties was driven by higher exchange-traded derivative revenue at Indices and the licensing of our proprietary market data to commodity exchanges at Commodity Insights. Recurring variable revenue at Market Intelligence increased due to increased volumes. See “Segment Review” below for further information.
The favorable impact of foreign exchange rates increased revenue by less than 1 percentage point. This impact refers to constant currency comparisons estimated by recalculating current year results of foreign operations using the average exchange rate from the prior year.
Nine Months
Revenue increased 14% as compared to the nine months ended September 30, 2023. Subscription revenue increased in the nine month period primarily due to growth in work flow solutions at Enterprise Solutions, data feed products within Data and Advisory Solutions, RatingsXpress®, RatingsDirect® and Credit Analytics within Credit & Risk Solutions and Market Intelligence Desktop products at Market Intelligence, continued demand for Commodity Insights market data and market insights products and new business growth within the Dealer business and strong underwriting volumes within the Financial business at Mobility, partially offset by a decrease at Engineering Solutions due to its sale on May 2, 2023. Subscription revenue at Market Intelligence was favorably impacted by the acquisition of Visible Alpha in May of 2024 and unfavorably impacted by the sale of Fincentric in August of 2024. Subscription revenue at Mobility was favorably impacted by the acquisition of Market Scan in February of 2023. Non-subscription / transaction revenue increased primarily due to growth in corporate bond ratings revenue and bank loan ratings revenue driven by increased issuance volumes due to higher refinancing activity. Non-transaction revenue increased due to an increase in surveillance revenue and an increase in new entity credit ratings revenue, partially offset by the unfavorable impact of a cumulative catch-up for customers’ unreported commercial paper issuance in the nine months ended September 30, 2023. Asset linked fees increased at Indices primarily due to higher levels of AUM for ETFs and mutual funds. The increase in sales-usage based royalties was driven by higher exchange-traded derivative revenue at Indices and the licensing of our proprietary market data to commodity exchanges at Commodity Insights. Recurring variable revenue at Market Intelligence increased due to increased volumes. See “Segment Review” below for further information.
The favorable impact of foreign exchange rates increased revenue by less than 1 percentage point. This impact refers to constant currency comparisons estimated by recalculating current year results of foreign operations using the average exchange rate from the prior year.
Total Expenses
The following tables provide an analysis by segment of our operating-related expenses and selling and general expenses for the periods ended September 30:
36
Three Months
(in millions)
2024
2023
% Change
Operating- related expenses
Selling and general expenses
Operating- related expenses
Selling and general expenses
Operating- related expenses
Selling and general expenses
Market Intelligence 1
$
508
$
286
$
486
$
271
5%
5%
Ratings2
260
166
239
111
9%
49%
Commodity Insights 3
162
116
148
113
9%
3%
Mobility 4
113
123
99
121
14%
2%
Indices 5
62
62
55
55
13%
14%
Engineering Solutions
—
—
—
—
N/M
N/M
Intersegment eliminations 6
(48)
—
(46)
—
(2)%
N/M
Total segments
1,057
753
981
671
8%
12%
Corporate Unallocated expense 7
15
55
14
70
6%
(21)%
Total
$
1,072
$
808
$
995
$
741
8%
9%
N/M – Represents a change equal to or in excess of 100% or not meaningful
1 In 2024, selling and general expenses include IHS Markit merger costs of $10 million. In 2023, selling and general expenses include employee severance charges of $19 million, IHS Markit merger costs of $11 million and an asset write-off of $1 million.
2 In 2024, selling and general expenses include a statutorily required bonus accrual adjustment of $6 million. In 2023, selling and general expenses include employee severance charges of $2 million.
3 In 2024, selling and general expenses include employee severance charges of $4 million and IHS Markit merger costs of $2 million. In 2023, selling and general expenses include IHS Markit merger costs of $8 million and employee severance charges of $7 million.
4 In 2024, selling and general expenses include IHS Markit merger costs of $1 million. In 2023, selling and general expenses include employee severance charges of $3 million, IHS Markit merger costs of $1 million and acquisition-related costs of $1 million.
5 In 2024, selling and general expenses include IHS Markit merger costs of $1 million. In 2023, selling and general expenses include employee severance charges of $1 million and IHS Markit merger costs of $1 million.
6 Intersegment eliminations primarily relate to a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.
7 In 2024, selling and general expenses include IHS Markit merger costs of $16 million, acquisition-related costs of $2 million and an asset write-off of $1 million. In 2023, selling and general expenses include IHS Markit merger costs of $37 million, employee severance charges of $6 million, disposition-related costs of $3 million and acquisition-related costs of $1 million.
Operating-Related Expenses
Operating-related expenses increased 8% primarily driven by higher compensation costs, increased incentives and higher technology costs.
Intersegment eliminations primarily relate to a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.
Selling and General Expenses
Selling and general expenses increased 9%. Excluding the impact of higher employee severance charges in 2023 of 6 percentage points, higher IHS Markit merger costs in 2023 of 5 percentage points, partially offset by a statutorily required bonus accrual adjustment in 2024 of 1 percentage point, selling and general expenses increased 19%. The increase was primarily driven by increased incentives, higher compensation costs and higher technology costs.
Depreciation and Amortization
Depreciation and amortization increased 4% to $293 million primarily due to higher intangible asset amortization driven by the acquisition of Visible Alpha in May of 2024.
37
Nine Months
(in millions)
2024
2023
% Change
Operating- related expenses
Selling and general expenses
Operating- related expenses
Selling and general expenses
Operating- related expenses
Selling and general expenses
Market Intelligence 1
$
1,548
$
818
$
1,460
$
791
6%
4%
Ratings2
772
425
708
337
9%
26%
Commodity Insights 3
521
333
485
334
7%
(1)%
Mobility 4
348
365
299
360
17%
1%
Indices 5
176
167
166
152
7%
9%
Engineering Solutions
—
—
85
27
N/M
N/M
Intersegment eliminations 6
(138)
—
(130)
—
(7)%
N/M
Total segments
3,227
2,108
3,073
2,001
5%
5%
Corporate Unallocated expense 7
50
139
36
216
37%
(36)%
Total
$
3,277
$
2,247
$
3,109
$
2,217
5%
1%
N/M – Represents a change equal to or in excess of 100% or not meaningful
1 In 2024, selling and general expenses include IHS Markit merger costs of $30 million, employee severance charges of $35 million and a net acquisition-related benefit of $8 million. In 2023, selling and general expenses include employee severance charges of $41 million, IHS Markit merger costs of $36 million, an asset impairment of $5 million and an asset write-off of $1 million.
2 In 2024, selling and general expenses include legal costs of $20 million, a statutorily required bonus accrual adjustment of $6 million and employee severance charges of $2 million. In 2023, selling and general expenses include employee severance charges of $8 million.
3 In 2024, selling and general expenses include IHS Markit merger costs of $12 million, employee severance charges of $4 million, an asset write-off of $1 million and disposition-related costs of $1 million. In 2023, selling and general expenses include IHS Markit merger costs of $28 million and employee severance charges of $23 million.
4 In 2024, selling and general expenses include employee severance charges of $7 million, IHS Markit merger costs of $2 million and acquisition-related costs of $1 million. In 2023, selling and general expenses include employee severance charges of $6 million, IHS Markit merger costs of $2 million and acquisition-related costs of $2 million.
5 In 2024, selling and general expenses include IHS Markit merger costs of $4 million and employee severance charges of $1 million. In 2023, selling and general expenses include employee severance charges of $4 million and IHS Markit merger costs of $3 million.
6 Intersegment eliminations primarily relate to a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.
7 In 2024, selling and general expenses include IHS Markit merger costs of $54 million, acquisition-related costs of $10 million, disposition-related costs of $3 million, employee severance charges of $2 million, recovery of lease-related costs of $1 million and an asset write-off of $1 million. In 2023, selling and general expenses include IHS Markit merger costs of $104 million, employee severance charges of $20 million, disposition-related costs of $19 million, lease impairments of $15 million and acquisition-related costs of $3 million.
Operating-Related Expenses
Operating-related expenses increased 5% primarily driven by higher compensation costs, increased incentives and higher technology costs, partially offset by a decrease at Engineering Solutions due to its sale on May 2, 2023.
Intersegment eliminations primarily relate to a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.
Selling and General Expenses
Selling and general expenses increased 1%. Excluding the impact of higher IHS Markit merger costs in 2023 of 4 percentage points, higher employee severance charges in 2023 of 3 percentage points, lease impairments in 2023 of 1 percentage point, higher disposition-related costs in 2023 of 1 percentage point, partially offset by legal costs in 2024 of 1 percentage point, selling and general expenses increased 9%. The increase was primarily driven by increased incentives, higher compensation costs and higher technology costs, partially offset by a decrease at Engineering Solutions due to its sale on May 2, 2023.
38
Depreciation and Amortization
Depreciation and amortization increased 2% to $873 million primarily due to higher intangible asset amortization driven by the acquisition of Visible Alpha in May of 2024.
(Gain) Loss on Dispositions, net
During the three and nine months ended September 30, 2024, we completed the following disposition that was included in (Gain) loss on dispositions, net in the consolidated statement of income:
•During the three and nine months ended September 30, 2024, we recorded a pre-tax gain of $21 million ($12 million after-tax) in (Gain) loss on dispositions, net in the consolidated statement of income related to the sale of Fincentric in our Market Intelligence segment.
During the nine months ended September 30, 2023, we completed the following disposition and received a contingent payment that were included in (Gain) loss on dispositions, net in the consolidated statement of income:
•During the nine months ended September 30, 2023, we recorded a pre-tax loss of $120 million in (Gain) loss on dispositions, net and disposition-related costs of $16 million in selling and general expenses in the consolidated statement of income ($182 million after-tax, net of a release of a deferred tax liability of $157 million) related to the sale of Engineering Solutions.
•In the first quarter of 2023, we received a contingent payment following the sale of Leveraged Commentary and Data (“LCD”) along with a related family of leveraged loan indices in June of 2022. The contingent payment was payable six months following the closing upon the achievement of certain conditions related to the transition of LCD customer relationships. During the nine months ended September 30, 2023, the contingent payment resulted in a pre-tax gain of $46 million ($34 million after-tax) related to the sale of LCD in our Market Intelligence segment and $4 million ($3 million after-tax) related to the sale of a family of leveraged loan indices in our Indices segment.
Operating Profit
We consider operating profit to be an important measure for evaluating our operating performance and we evaluate operating profit for each of the reportable business segments in which we operate.
We internally manage our operations by reference to operating profit with economic resources allocated primarily based on each segment's contribution to operating profit. Segment operating profit is defined as operating profit before Corporate Unallocated expense and Equity in Income on Unconsolidated Subsidiaries. Segment operating profit is not, however, a measure of financial performance under U.S. GAAP, and may not be defined and calculated by other companies in the same manner.
The tables below reconcile segment operating profit to total operating profit for the periods ended September 30:
Three Months
(in millions)
2024
2023
% Change
Market Intelligence 1
$
230
$
195
18%
Ratings 2
676
459
47%
Commodity Insights 3
211
184
14%
Mobility 4
97
80
20%
Indices 5
282
235
20%
Engineering Solutions
—
—
N/M
Total segment operating profit
1,496
1,153
30%
Corporate Unallocated expense 6
(73)
(87)
16%
Equity in income on unconsolidated subsidiaries7
11
8
47%
Total operating profit
$
1,434
$
1,074
33%
N/M – Represents a change equal to or in excess of 100% or not meaningful
39
1 2024 includes a gain on disposition of $21 million and IHS Markit merger costs of $10 million. 2023 includes employee severance charges of $19 million, IHS Markit merger costs of $11 million, and an asset write-off of $1 million. 2024 and 2023 include amortization of intangibles from acquisitions of $151 million and $140 million, respectively.
2 2024 includes a statutorily required bonus accrual adjustment of $6 million. 2023 includes employee severance charges of $2 million. 2024 and 2023 include amortization of intangibles from acquisitions of $2 million.
3 2024 includes employee severance charges of $4 million and IHS Markit merger costs of $2 million. 2023 includes IHS Markit merger costs of $8 million and employee severance charges of $7 million. 2024 and 2023 include amortization of intangibles from acquisitions of $32 million and $33 million, respectively.
4 2024 includes IHS Markit merger costs of $1 million. 2023 includes employee severance charges of $3 million, IHS Markit merger costs of $1 million and acquisition-related costs of $1 million. 2024 and 2023 include amortization of intangibles from acquisitions of $76 million.
5 2024 includes IHS Markit merger costs of $1 million. 2023 includes employee severance charges of $1 million and IHS Markit merger costs of $1 million. 2024 and 2023 include amortization of intangibles from acquisitions of $9 million.
6 2024 includes IHS Markit merger costs of $16 million, acquisition-related costs of $2 million and an asset write-off of $1 million. 2023 includes IHS Markit merger costs of $37 million, employee severance charges of $6 million, disposition-related costs of $3 million and acquisition-related costs of $1 million. 2024 includes amortization of intangibles from acquisitions of $1 million.
72024 and 2023 include amortization of intangibles from acquisitions of $14 million.
Segment Operating Profit — Segment operating profit increased 30% as compared to 2023. Excluding the impact of higher employee severance charges in 2023 of 7 percentage points, a gain on disposition in 2024 of 5 percentage points, higher IHS Markit merger costs in 2023 of 1 percentage point, partially offset by higher amortization of intangibles from acquisitions in 2024 of 3 percentage points and a statutorily required bonus accrual adjustment adjustment in 2024 of 1 percentage point, segment operating profit increased 21%. The increase was primarily due to revenue growth, partially offset by increased incentives as a result of financial performance, higher compensation costs driven by annual merit increases and higher technology costs. See “Segment Review” below for further information.
Corporate Unallocated Expense — Corporate Unallocated expense includes costs for corporate functions, select initiatives, unoccupied office space and Kensho, included in selling and general expenses. Corporate Unallocated expense decreased 16% compared to 2023. Excluding the impact of higher IHS Markit merger costs in 2023 of 39 percentage points, higher employee severance costs in 2023 of 11 percentage points and higher disposition-related costs in 2023 of 5 percentage points, partially offset by higher acquisition-related costs in 2024 of 2 percentage points, an asset write-off in 2024 of 1 percentage point and a statutorily required bonus accrual adjustment in 2024 of 1 percentage point, Corporate Unallocated expense increased 34% primarily due to higher incentives and compensation costs.
Equity in Income on Unconsolidated Subsidiaries —The Company holds an investment in a 50/50 joint venture arrangement with shared control with CME Group that combines each company’s post-trade services into a joint venture, OSTTRA. The joint venture provides trade processing and risk mitigation operations and incorporates CME’s optimization businesses (Traiana, TriOptima, and Reset) and the Company’s MarkitSERV business. The combination is intended to increase operating efficiencies of both businesses to more effectively service clients with enhanced platforms and services for OTC markets across interest rate, FX, equity, and credit asset classes. Equity in Income on Unconsolidated Subsidiaries includes the OSTTRA joint venture. Equity in Income on Unconsolidated Subsidiaries was $11 million for the three months ended September 30, 2024 compared to $8 million for the three months ended September 30, 2023.
Foreign exchange rates had an unfavorable impact on operating profit of 1 percentage point. This impact refers to constant currency comparisons and the remeasurement of monetary assets and liabilities. Constant currency impacts are estimated by re-calculating current year results of foreign operations using the average exchange rate from the prior year. Remeasurement impacts are based on the variance between current-year and prior-year foreign exchange rate fluctuations on assets and liabilities denominated in currencies other than the individual business’s functional currency.
40
Nine Months
(in millions)
2024
2023
% Change
Market Intelligence 1
$
649
$
599
8%
Ratings 2
2,080
1,422
46%
Commodity Insights 3
643
527
22%
Mobility 4
247
213
16%
Indices 5
816
699
17%
Engineering Solutions 6
—
19
N/M
Total segment operating profit
4,435
3,479
28%
Corporate Unallocated expense7
(195)
(382)
49%
Equity in income on unconsolidated subsidiaries8
31
33
(7)%
Total operating profit
$
4,271
$
3,130
36%
N/M – Represents a change equal to or in excess of 100% or not meaningful
1 2024 includes a gain on disposition of $21 million, employee severance charges of $35 million, IHS Markit merger costs of $30 million and net acquisition-related benefit of $8 million. 2023 includes a gain on disposition of $46 million, employee severance charges of $41 million, IHS Markit merger costs of $36 million, an asset impairment of $5 million and an asset write-off of $1 million. 2024 and 2023 include amortization of intangibles from acquisitions of $439 million and $421 million, respectively.
2 2024 includes legal costs of $20 million, a statutorily required bonus accrual adjustment of $6 million and employee severance charges of $2 million. 2023 include employee severance charges of $8 million. 2024 and 2023 include amortization of intangibles from acquisitions of $11 million and $6 million, respectively.
3 2024 includes IHS Markit merger costs of $12 million, employee severance charges of $4 million, an asset write-off of $1 million and disposition-related costs of $1 million. 2023 includes IHS Markit merger costs of $28 million and employee severance charges of $23 million. 2024 and 2023 include amortization of intangibles from acquisitions of $97 million and $99 million, respectively.
4 2024 includes employee severance charges of $7 million, IHS Markit merger costs of $2 million and acquisition-related costs of $1 million. 2023 includes employee severance charges of $6 million, IHS Markit merger costs of $2 million and acquisition-related costs of $2 million. 2024 and 2023 include amortization of intangibles from acquisitions of $227 million and $226 million, respectively.
5 2024 includes IHS Markit merger costs of $4 million, a loss on disposition of $1 million and employee severance charges of $1 million. 2023 includes a gain on disposition of $4 million, employee severance charges of $4 million and IHS Markit merger costs of $3 million. 2024 and 2023 include amortization of intangibles from acquisitions of $27 million.
6 2023 includes amortization of intangibles from acquisitions of $1 million.
7 2024 includes IHS Markit merger costs of $54 million, acquisition-related costs of $10 million, disposition-related costs of $3 million, employee severance charges of $2 million, a gain on disposition of $2 million, recovery of lease-related costs of $1 million and an asset write-off of $1 million. 2023 includes a loss on disposition of $120 million, IHS Markit merger costs of $104 million, employee severance charges of $20 million, disposition-related costs of $19 million, lease impairments of $15 million and acquisition-related costs of $3 million. 2024 and 2023 include amortization of intangibles from acquisitions of $2 million.
8 2024 and 2023 include amortization of intangibles from acquisitions of $42 million.
Segment Operating Profit — Segment operating profit increased 28% as compared to 2023. Excluding the impact of a higher gain on disposition in 2023 of 33 percentage points, higher amortization of intangibles from acquisitions in 2024 of 23 percentage points, legal costs in 2024 of 21 percentage points, higher asset write-offs in 2024 of 1 percentage point and disposition-related costs in 2024 of 1 percentage point, partially offset by higher employee severance costs in 2023 of 36 percentage points, higher IHS Markit merger costs in 2023 of 23 percentage points, a net acquisition-related benefit in 2024 of 8 percentage points and an asset impairment in 2023 of 6 percentage points, segment operating profit increased 22%. The increase was primarily due to revenue growth, partially offset by increased incentives as a result of financial performance, higher compensation costs driven by annual merit increases and higher technology costs. See “Segment Review” below for further information.
Corporate Unallocated Expense — Corporate Unallocated expense includes costs for corporate functions, select initiatives, unoccupied office space and Kensho, included in selling and general expenses. Corporate Unallocated expense decreased 49% compared to 2023. Excluding the impact of loss on dispositions, net in 2023 of 43 percentage points, higher IHS Markit merger costs in 2023 of 18 percentage points, an asset impairment in 2023 of 7 percentage points, higher employee severance costs in 2023 of 6 percentage points and lease impairments in 2023 of 5 percentage points, partially offset by higher acquisition-related
41
costs in 2024 of 2 percentage points and higher disposition-related costs in 2024 of 1 percentage point, Corporate Unallocated expense increased 27% primarily due to higher incentives and compensation costs.
Equity in Income on Unconsolidated Subsidiaries —The Company holds an investment in a 50/50 joint venture arrangement with shared control with CME Group that combines each company’s post-trade services into a joint venture, OSTTRA. The joint venture provides trade processing and risk mitigation operations and incorporates CME’s optimization businesses (Traiana, TriOptima, and Reset) and the Company’s MarkitSERV business. The combination is intended to increase operating efficiencies of both businesses to more effectively service clients with enhanced platforms and services for OTC markets across interest rate, FX, equity, and credit asset classes. Equity in Income on Unconsolidated Subsidiaries includes the OSTTRA joint venture acquired in connection with the merger with IHS Markit. Equity in Income on Unconsolidated Subsidiaries was $31 million for the nine months ended September 30, 2024 compared to $33 million for the nine months ended September 30, 2023.
Foreign exchange rates had a favorable impact on operating profit of less than 1 percentage point. This impact refers to constant currency comparisons and the remeasurement of monetary assets and liabilities. Constant currency impacts are estimated by re-calculating current year results of foreign operations using the average exchange rate from the prior year. Remeasurement impacts are based on the variance between current-year and prior-year foreign exchange rate fluctuations on assets and liabilities denominated in currencies other than the individual business’s functional currency.
Other Loss (Income), net
Other loss (income), net includes gains and losses on our mark-to-market investments and the net periodic benefit cost for our retirement and post retirement plans. Other loss, net was $2 million for the three months ended September 30, 2024 compared to other income, net of $5 million for the three months ended September 30, 2023 primarily due to higher losses on our mark-to-market investments in 2024 compared to 2023. Other income, net increased to $10 million for the nine months ended September 30, 2024 compared to $5 million for the nine months ended September 30, 2023 primarily due to higher losses on our mark-to-market investments in 2023.
Interest Expense, net
Interest expense, net decreased $12 million or 14% compared to the three months ended September 30, 2023 and $31 million or 12% compared to the nine months ended September 30, 2023 primarily due to higher interest income from invested cash due to a more favorable interest rate environment combined with a benefit from our net investment hedge program.
Provision for Income Taxes
The effective income tax rate was 23.0% and 21.1% for the three and nine months ended September 30, 2024, respectively, and 18.2% and 21.8% for the three and nine months ended September 30, 2023, respectively. The lower rate for the three months ended September 30, 2023 was primarily due to a combination of discrete adjustments and change in the profit mix. The higher rate for the nine months ended September 30, 2023 was primarily due to the tax charge on divestitures.
The Organization for Economic Co-operation and Development (“OECD”) introduced an international tax framework under Pillar Two which includes a global minimum tax of 15%. This framework has been implemented by several jurisdictions, including jurisdictions in which we operate, with effect from January 1, 2024, and many other jurisdictions, including jurisdictions in which we operate, are in the process of implementing it. The effect of enacted Pillar Two taxes has been included in the results disclosed and did not have a significant impact on our consolidated financial statements. The Company continues to monitor jurisdictions that are expected to implement Pillar Two in the future, and it is in the process of evaluating the potential impact of the enactment of Pillar Two by such jurisdictions on its consolidated financial statements.
Segment Review
Market Intelligence
Market Intelligence is a global provider of multi-asset-class data and analytics integrated with purpose-built workflow solutions. Market Intelligence's portfolio of capabilities are designed to help trading and investment professionals, government agencies, corporations and universities track performance, generate alpha, identify investment ideas, understand competitive and industry dynamics, perform valuations and manage credit risk.
42
On October 7, 2024, we entered into an agreement to sell the PrimeOne business, our outsourced technology platform servicing the global prime finance business. The PrimeOne business is part of our Market Intelligence segment. The assets and liabilities of the PrimeOne business were classified as held for sale in our consolidated balance sheet as of September 30, 2024. This transaction is expected to close in the fourth quarter of 2024. The anticipated divestiture of the PrimeOne business is not expected to be material to our consolidated financial statements.
On August 15, 2024, we completed the sale of Fincentric, formerly known as Markit Digital. This sale followed our announced intent to explore strategic opportunities for Fincentric in February of 2024. Fincentric was S&P Global’s premier digital solutions provider focused on developing mobile applications and websites for retail brokerages and other financial institutions. Fincentric specializes in designing cutting-edge financial data visualizations, interfaces and investor experiences. Fincentric was acquired by S&P Global through the merger with IHS Markit and was part of our Market Intelligence segment. During the three and nine months ended September 30, 2024, we recorded a pre-tax gain of $21 million ($12 million after-tax) in (Gain) loss on dispositions, net in the consolidated statement of income related to the sale of Fincentric in our Market Intelligence segment.
On May 1, 2024, we completed the acquisition of Visible Alpha, the financial technology provider of deep industry and segment consensus data creating a premium offering of fundamental investment research capabilities on Market Intelligence’s Capital IQ Pro platform. The acquisition is part of our Market Intelligence segment and further enhances the depth and breadth of the overall Visible Alpha and S&P Capital IQ Pro offering. The acquisition of Visible Alpha is not material to our consolidated financial statements.
In the first quarter of 2023, we received a contingent payment following the sale of Leveraged Commentary and Data (“LCD”) that resulted in a pre-tax gain of $46 million ($34 million after-tax) which was included in (Gain) loss on dispositions, net in the consolidated statements of income.
Market Intelligence includes the following business lines:
•Desktop — a product suite that provides data, analytics and third-party research for global finance and corporate professionals, which includes the Capital IQ platforms (which are inclusive of S&P Capital IQ Pro, Capital IQ, Office and Mobile products);
•Data & Advisory Solutions — a broad range of research, reference data, market data, derived analytics and valuation services covering both the public and private capital markets, delivered through flexible feed-based or API delivery mechanisms. This also includes issuer solutions for public companies, a range of products for the maritime & trade market, data and insight into Financial Institutions, the telecoms, technology and media space as well as ESG and supply chain data analytics;
•Enterprise Solutions — software and workflow solutions that help our customers manage and analyze data; identify risk; reduce costs; and meet global regulatory requirements. The portfolio includes industry leading financial technology solutions like Wall Street Office, Enterprise Data Manager, Information Mosaic, and iLevel. Our Global Markets Group offering delivers bookbuilding platforms across multiple assets including municipal bonds, equities and fixed income; and
•Credit & Risk Solutions — commercial arm that sells Ratings' credit ratings and related data and research, advanced analytics, and financial risk solutions which includes subscription-based offerings, RatingsXpress®, RatingsDirect® and Credit Analytics.
Subscription revenue at Market Intelligence is primarily derived from distribution of data, valuation services, analytics, third party research, and credit ratings-related information through both feed and web-based channels. Subscription revenue also includes software and hosted product offerings which provide maintenance and continuous access to our platforms over the contract term. Recurring variable revenue at Market Intelligence represents revenue from contracts for services that specify a fee based on, among other factors, the number of trades processed, assets under management, or the number of positions valued. Non-subscription revenue at Market Intelligence is primarily related to certain advisory, pricing conferences and events, and analytical services.
43
The following table provides revenue and segment operating profit information for the periods ended September 30:
(in millions)
Three Months
Nine Months
2024
2023
% Change
2024
2023
% Change
Revenue
$
1,162
$
1,099
6%
$
3,459
$
3,249
6%
Subscription revenue
$
981
$
932
5%
$
2,893
$
2,732
6%
Recurring variable revenue
$
142
$
125
14%
$
430
$
380
13%
Non-subscription revenue
$
39
$
42
(9)%
$
136
$
137
(1)%
% of total revenue:
Subscription revenue
85
%
85
%
84
%
84
%
Recurring variable revenue
12
%
11
%
12
%
12
%
Non-subscription revenue
3
%
4
%
4
%
4
%
U.S. revenue
$
691
$
653
6%
$
2,068
$
1,927
7%
International revenue
$
471
$
446
6%
$
1,391
$
1,322
5%
% of total revenue:
U.S. revenue
59
%
59
%
60
%
59
%
International revenue
41
%
41
%
40
%
41
%
Operating profit 1
$
230
$
195
18%
$
649
$
599
8%
Operating margin %
20
%
18
%
19
%
18
%
1Operating profit for the three and nine months ended September 30, 2024 includes a gain on disposition of $21 million and IHS Markit merger costs of $10 million and $30 million, respectively. Operating profit for the nine months ended September 30, 2024 includes employee severance charges of $35 million and a net acquisition-related benefit of $8 million. Operating profit for the three and nine months ended September 30, 2023 includes employee severance charges of $19 million and $41 million, respectively, IHS Markit merger costs of $11 million and $36 million, respectively, and an asset write-off of $1 million. Operating profit for the nine months ended September 30, 2023 includes a gain on disposition of $46 million and an asset impairment of $5 million. Additionally, operating profit includes amortization of intangibles from acquisitions of $151 million and $140 million for the three months ended September 30, 2024 and 2023, respectively, and $439 million and $421 million for the nine months ended September 30, 2024 and 2023, respectively.
Three Months
Revenue increased 6% primarily due to subscription revenue growth for work flow solutions at Enterprise Solutions, data feed products within Data and Advisory Solutions, RatingsXpress®, RatingsDirect® and Credit Analytics within Credit & Risk Solutions and Market Intelligence Desktop products, partially offset by increased cancellations in the quarter. Subscription revenue growth was favorably impacted by the acquisition of Visible Alpha in May of 2024 and unfavorably impacted by the sale of Fincentric in August of 2024. An increase in recurring variable revenue due to increased volumes also contributed to revenue growth. Foreign exchange rates had a favorable impact of less than 1 percentage point.
Operating profit increased 18%. Excluding the impact of a gain on disposition in 2024 of 12 percentage points, higher employee severance charges in 2023 of 10 percentage points and higher IHS merger costs in 2023 of 1 percentage point, partially offset by higher amortization of intangibles from acquisitions in 2024 of 7 percentage points, operating profit increased 2% primarily due to revenue growth and lower outside services expenses, partially offset by increased incentives, higher compensation costs driven by annual merit increases and increased technology costs. Foreign exchange rates had an unfavorable impact of 1 percentage point.
Nine Months
Revenue increased 6% primarily due to subscription revenue growth for work flow solutions at Enterprise Solutions, data feed products within Data and Advisory Solutions, RatingsXpress®, RatingsDirect® and Credit Analytics within Credit & Risk Solutions and Market Intelligence Desktop products, partially offset by increased cancellations in the nine months ended September 30, 2024. Subscription revenue growth was favorably impacted by the acquisition of Visible Alpha in May of 2024
44
and unfavorably impacted by the sale of Fincentric in August of 2024. An increase in recurring variable revenue due to increased volumes also contributed to revenue growth. Foreign exchange rates had a favorable impact of less than 1 percentage point.
Operating profit increased 8%. Excluding the impact of a higher gain on disposition in 2023 of 3 percentage points and higher amortization of intangibles from acquisitions in 2024 of 2 percentage points, partially offset by a net acquisition-related benefit in 2024 of 1 percentage point, higher IHS Markit merger costs in 2023 of 1 percentage point and higher employee severance charges in 2023 of 1 percentage point, operating profit increased 6% primarily due to revenue growth and lower outside services expenses, partially offset by increased incentives, higher compensation costs driven by annual merit increases and increased technology costs. Foreign exchange rates had a favorable impact of 2 percentage points.
For a further discussion of competitive and other risks inherent in our Market Intelligence business, see Item 1A, Risk Factors in our most recently filed Annual Report on Form 10-K. For a further discussion of the legal and regulatory matters see Note 12 – Commitments and Contingencies to the consolidated financial statements of this Form 10-Q.
Ratings
Ratings is an independent provider of credit ratings, research, and analytics, offering investors and other market participants information, ratings and benchmarks. Credit ratings are one of several tools investors can use when making decisions about purchasing bonds and other fixed income investments. They are opinions about credit risk and our ratings express our opinion about the ability and willingness of an issuer, such as a corporation or state or city government, to meet its financial obligations in full and on time. Our credit ratings can also relate to the credit quality of an individual debt issue, such as a corporate or municipal bond, and the relative likelihood that the issue may default.
Ratings disaggregates its revenue between transaction and non-transaction. Transaction revenue primarily includes fees associated with:
•ratings related to new issuance of corporate and government debt instruments, as well as structured finance debt instruments; and
•bank loan ratings.
Non-transaction revenue primarily includes fees for surveillance of a credit rating, annual fees for customer relationship-based pricing programs, fees for entity credit ratings and global research and analytics at CRISIL. Non-transaction revenue also includes an intersegment royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings. Royalty revenue was $41 million and $120 million for the three and nine months ended September 30, 2024, respectively, and $38 million and $113 million for the three and nine months ended September 30, 2023, respectively.
45
The following table provides revenue and segment operating profit information for the periods ended September 30:
(in millions)
Three Months
Nine Months
2024
2023
% Change
2024
2023
% Change
Revenue
$
1,110
$
819
36%
$
3,307
$
2,494
33%
Transaction revenue
$
597
$
326
83%
$
1,804
$
1,088
66%
Non-transaction revenue
$
513
$
493
4%
$
1,503
$
1,406
7%
% of total revenue:
Transaction revenue
54
%
40
%
55
%
44
%
Non-transaction revenue
46
%
60
%
45
%
56
%
U.S. revenue
$
644
$
444
45%
$
1,900
$
1,370
39%
International revenue
$
466
$
375
24%
$
1,407
$
1,124
25%
% of total revenue:
U.S. revenue
58
%
54
%
57
%
55
%
International revenue
42
%
46
%
43
%
45
%
Operating profit1
$
676
$
459
47%
$
2,080
$
1,422
46%
Operating margin %
61
%
56
%
63
%
57
%
1Operating profit for the three and nine months ended September 30, 2024 includes a statutorily required bonus accrual adjustment of $6 million. Operating profit for the nine months ended September 30, 2024 includes legal costs of $20 million and employee severance charges of $2 million. Operating profit for the three and nine months ended September 30, 2023 includes employee severance charges of $2 million and $8 million, respectively. Additionally, operating profit includes amortization of intangibles from acquisitions of $2 million for the three months ended September 30, 2024 and 2023, and $11 million and $6 million for the nine months ended September 30, 2024 and 2023, respectively.
Three Months
Revenue increased 36%, with a favorable impact from foreign exchange rates of 1 percentage point. Transaction revenue increased primarily due to growth in corporate bond ratings revenue and bank loan ratings revenue driven by increased issuance volumes due to higher refinancing activity. An increase in structured finance revenue driven by increased collateralized loan obligations (“CLOs”) issuance also contributed to transaction revenue growth. Non-transaction revenue increased primarily due to an increase in surveillance revenue and an increase in new entity credit ratings revenue, partially offset by the unfavorable impact of a cumulative catch-up for customers’ unreported commercial paper issuance in the third quarter of 2023. Transaction and non-transaction revenue also benefited from improved contract terms across product categories.
Operating profit increased 47%. Excluding the impact of a statutorily required bonus accrual adjustment in 2024 of 1 percentage point, operating profit increased 48% due to revenue growth. This growth was partially offset by increased incentives as a result of financial performance and higher compensation costs driven by annual merit increases and additional headcount. Foreign exchange rates had an unfavorable impact of less than 1 percentage point.
Nine Months
Revenue increased 33%, with a favorable impact from foreign exchange rates of less than 1 percentage point. Transaction revenue increased primarily due to growth in corporate bond ratings revenue and bank loan ratings revenue driven by increased issuance volumes due to higher refinancing activity. An increase in structured finance revenue driven by increased CLOs issuance also contributed to transaction revenue growth. Non-transaction revenue increased primarily due to an increase in surveillance revenue and an increase in new entity credit ratings revenue, partially offset by the unfavorable impact of a cumulative catch-up for customers’ unreported commercial paper issuance in the nine months ended September 30, 2023. Transaction and non-transaction revenue also benefited from improved contract terms across product categories.
Operating profit increased 46%. Excluding the impact of legal costs in 2024 of 1 percentage point the impact of a statutorily required bonus accrual adjustment in 2024 of 1 percentage point, operating profit increased 48% due to revenue growth, partially offset by increased incentives as a result of financial performance and higher compensation costs driven by annual merit increases and additional headcount. Foreign exchange rates had a favorable impact of 1 percentage point.
46
Billed Issuance Volumes
We monitor billed issuance volumes regularly within Ratings. Billed issuance excludes items that do not impact transaction revenue, such as issuance from frequent issuer programs, unrated debt, and most international public finance to more effectively correlate issuance activity to movements in transaction revenue.
The following table provides billed issuance levels based on Ratings’ internal data feeds for the periods ended September 30:
Three Months
Nine Months
(in billions)
2024
2023
% Change
2024
2023
% Change
Investment-grade billed issuance*
$
395
$
211
88%
$
1,242
$
877
42%
High-yield billed issuance *
$
129
$
65
98%
$
383
$
200
91%
Other billed issuance **
$
481
$
294
63%
$
1,435
$
866
66%
Total billed issuance
$
1,004
$
570
76%
$
3,060
$
1,943
57%
Note - Totals presented may not sum due to rounding.
* Includes Corporates, Financial Services and Infrastructure.
** Includes Bank Loans, Structured Finance and Government.
Third quarter billed issuance was up as continued favorable market conditions drove issuers to capitalize on tightening borrowing spreads. Refinancing continued to drive high-yield, while M&A and other non-refinancing activity drove billed issuance increases in investment grade and bank loans. Structured finance billed issuance increases were driven primarily by new CLO issuance.
For a further discussion of competitive and other risks inherent in our Ratings business, see Item 1A, Risk Factors in our most recently filed Annual Report on Form 10-K. For a further discussion of the legal and regulatory matters see Note 12 – Commitments and Contingencies to the consolidated financial statements of this Form 10-Q.
Commodity Insights
Commodity Insights is a leading independent provider of information and benchmark prices for the commodity and energy markets. Commodity Insights provides essential price data, analytics, industry insights and software & services, enabling the commodity and energy markets to perform with greater transparency and efficiency.
On May 14, 2024, we completed the acquisition of World Hydrogen Leaders, a globally-recognized portfolio of hydrogen-related conferences and events, digital training and market intelligence. The acquisition is part of our Commodity Insight’s segment and complements Commodity Insights global conference business and provides customers with full coverage of the hydrogen and derivative value chain alongside Energy Transition and Sustainability solutions, including hydrogen price assessments, emission factors and market research. The acquisition of World Hydrogen Leaders is not material to our consolidated financial statements.
Commodity Insights includes the following business lines:
•Energy & Resources Data & Insights — includes data, news, insights, and analytics for petroleum, gas, power & renewables, petrochemicals, metals & steel, agriculture, and other commodities;
•Price Assessments — includes price assessments and benchmarks, and forward curves;
•Upstream Data & Insights — includes exploration & production data and insights, software and analytics; and
•Advisory & Transactional Services — includes consulting services, conferences, events and global trading services.
Commodity Insights’ revenue is generated primarily through the following sources:
•Subscription revenue — primarily from subscriptions to our market data and market insights (price assessments, market reports and commentary and analytics) along with other information products and software term licenses;
•Sales usage-based royalties — primarily from licensing our proprietary market price data and price assessments to commodity exchanges; and
The following table provides revenue and segment operating profit information for the periods ended September 30:
(in millions)
Three Months
Nine Months
2024
2023
% Change
2024
2023
% Change
Revenue
$
522
$
479
9%
$
1,597
$
1,450
10%
Subscription revenue
$
478
$
432
11%
$
1,387
$
1,261
10%
Sales usage-based royalties
$
26
$
21
20%
$
77
$
59
31%
Non-subscription revenue
$
18
$
26
(31)%
$
133
$
130
2%
% of total revenue:
Subscription revenue
92
%
90
%
87
%
87
%
Sales usage-based royalties
5
%
5
%
5
%
4
%
Non-subscription revenue
3
%
5
%
8
%
9
%
U.S. revenue
$
192
$
180
6%
$
634
$
587
8%
International revenue
$
330
$
299
11%
$
963
$
863
12%
% of total revenue:
U.S. revenue
37
%
38
%
40
%
40
%
International revenue
63
%
62
%
60
%
60
%
Operating profit1
$
211
$
184
14%
$
643
$
527
22%
Operating margin %
40
%
38
%
40
%
36
%
1Operating profit for the three and nine months ended September 30, 2024 includes employee severance charges of $4 million and IHS Markit merger costs of $2 million and $12 million, respectively. Operating profit for the nine months ended September 30, 2024 includes an asset write-off of $1 million and disposition-related costs of $1 million. Operating profit for the three and nine months ended September 30, 2023 includes IHS Markit merger costs of $8 million and $28 million, respectively, and employee severance charges of $7 million and $23 million, respectively. Additionally, operating profit includes amortization of intangibles from acquisitions of $32 million and $33 million for the three months ended September 30, 2024 and 2023, respectively, and $97 million and $99 million for the nine months ended September 30, 2024 and 2023, respectively.
Three Months
Revenue increased 9% primarily due to continued demand for market data and market insights products driven by expanded product offerings to our existing customers under enterprise use contracts. An increase in sales usage-based royalties from the licensing of our proprietary market data to commodity exchanges due to increased trading volumes for Platts based contracts across all commodity sectors also contributed to revenue growth. Revenue was favorably impacted by the acquisition of World Hydrogen Leaders in May of 2024. All four business lines contributed to revenue growth in the third quarter of 2024 with the Price Assessments and Energy & Resources Data & Insights businesses being the most significant drivers, followed by the Upstream Data & Insights and Advisory & Transactional Services businesses. Foreign exchange rates had an unfavorable impact of less than 1 percentage point.
Operating profit increased 14%. Excluding the impact of higher employee severance charges in 2023 of 4 percentage points and higher IHS Markit merger costs in 2023 of 2 percentage points, operating profit increased 8%. The increase was primarily due to revenue growth partially offset by higher compensation costs driven by annual merit increases, higher incentives, investment in strategic initiatives and expenses associated with the acquisition of World Hydrogen Leaders. Foreign exchange rates had an unfavorable impact of 1 percentage point.
Nine Months
Revenue increased 10% primarily due to continued demand for market data and market insights products driven by expanded product offerings to our existing customers under enterprise use contracts. An increase in sales usage-based royalties from the licensing of our proprietary market data to commodity exchanges due to increased trading volumes for Platts based contracts across all commodity sectors and higher consulting revenue also contributed to revenue growth. Revenue was favorably
48
impacted by the acquisition of World Hydrogen Leaders in May of 2024. All four business lines contributed to revenue growth in the first nine months of 2024 with the Price Assessments, Energy & Resources Data & Insights and Advisory & Transactional Services businesses being the most significant drivers, followed by the Upstream Data & Insights business. Foreign exchange rates had an unfavorable impact of less than 1 percentage point.
Operating profit increased 22%. Excluding the impact of higher employee severance charges in 2023 of 5 percentage points and higher IHS Markit merger costs in 2023 of 5 percentage points, operating profit increased 12%. The increase was primarily due to revenue growth partially offset by higher compensation costs driven by annual merit increases, higher incentives, investment in strategic initiatives and expenses associated with the acquisition of World Hydrogen Leaders. Foreign exchange rates had a favorable impact of less than 1 percentage point.
For a further discussion of competitive and other risks inherent in our Commodity Insights business, see Item 1A, Risk Factors in our most recently filed Annual Report on Form 10-K. For a further discussion of the legal and regulatory matters see Note 12 – Commitments and Contingencies to the consolidated financial statements of this Form 10-Q.
Mobility
Mobility is a leading provider of solutions serving the full automotive value chain including vehicle manufacturers (Original Equipment Manufacturers or OEMs), automotive suppliers, mobility service providers, retailers, consumers, and finance and insurance companies.
Mobility includes the following business lines:
•Dealer — includes analytics to predict future buyers, targeted marketing, and vehicle history data to allow people to shop, buy, service and sell used cars;
•Manufacturing — includes insights, forecasts and advisory services spanning the entire automotive value chain, from product planning to marketing, sales and the aftermarket; and
•Financial — includes reports and data feeds to support lenders and insurance companies.
Mobility’s revenue is generated primarily through the following sources:
•Subscription revenue — Mobility’s core information products provide critical information and insights to all global OEMs, most of the world’s leading suppliers, and the majority of North American dealerships. Mobility operates across both the new and used car markets. Mobility provides data and insight on future vehicles sales and production, including detailed forecasts on technology and vehicle components; supplies car makers and dealers with market reporting products, predictive analytics and marketing automation software; and supports dealers with vehicle history reports, used car listings and service retention services. Mobility also sells a range of services to financial institutions, to support their marketing, insurance underwriting and claims management activities; and
•Non-subscription revenue — One-time transactional sales of data that are non-cyclical in nature – and that are usually tied to underlying business metrics such as OEM marketing spend or safety recall activity – as well as consulting and advisory services.
49
The following table provides revenue and segment operating profit information for the periods ended September 30:
(in millions)
Three Months
Nine Months
2024
2023
% Change
2024
2023
% Change
Revenue
$
412
$
379
9%
$
1,198
$
1,107
8%
Subscription revenue
$
331
$
296
12%
$
966
$
870
11%
Non-subscription revenue
$
81
$
83
(2)%
$
232
$
237
(2)%
% of total revenue:
Subscription revenue
80
%
78
%
81
%
79
%
Non-subscription revenue
20
%
22
%
19
%
21
%
U.S. revenue
$
338
$
312
8%
$
986
$
910
8%
International revenue
$
74
$
67
11%
$
212
$
197
8%
% of total revenue:
U.S. revenue
82
%
82
%
82
%
82
%
International revenue
18
%
18
%
18
%
18
%
Operating profit 1
$
97
$
80
20%
$
247
$
213
16%
Operating margin %
23
%
21
%
21
%
19
%
1 Operating profit for the three and nine months ended September 30, 2024 includes IHS Markit merger costs of $1 million and $2 million, respectively. Operating profit for the nine months ended September 30, 2024 includes employee severance charges of $7 million and acquisition-related costs of $1 million. Operating profit for the three and nine months ended September 30, 2023 includes employee severance charges of $3 million and $6 million, respectively, IHS Markit merger costs of $1 million and $2 million, respectively, and acquisition-related costs of $1 million and $2 million, respectively. Additionally, operating profit includes amortization of intangibles from acquisitions of $76 million for the three months ended September 30, 2024 and 2023, and $227 million and $226 million for the nine months ended September 30, 2024 and 2023, respectively.
Three Months
Revenue increased 9% primarily due to growth within the Dealer and Financial businesses driven by continued new business growth within the Dealer business and strong underwriting volumes within the Financial business. These increases were partially offset by a decrease in non-subscription revenue primarily due to lower recall activity in the Manufacturing business. Foreign exchange rates had an unfavorable impact of less than 1 percentage point.
Operating profit increased 20%. Excluding the impact of higher employee severance charges in 2023 of 10 percentage points and acquisition-related costs in 2023 of 2 percentage points, operating profit increased 8% driven by revenue growth, partially offset by higher compensation costs driven by annual merit increases and an increase in strategic investments. Foreign exchange rates had an unfavorable impact of 6 percentage points.
Nine Months
Revenue increased 8% primarily due to growth within the Dealer and Financial businesses driven by continued new business growth within the Dealer business and strong underwriting volumes within the Financial business. These increases were partially offset by a decrease in non-subscription revenue in the Manufacturing business due to lower recall activity and marketing services. Revenue at Mobility was favorably impacted by the acquisition of Market Scan in February of 2023. Foreign exchange rates had an unfavorable impact of less than 1 percentage point.
Operating profit increased 16%. Excluding the impact of higher amortization of intangibles in 2024 of 7 percentage points and higher IHS Markit merger costs in 2024 of 4 percentage points, partially offset by higher acquisition-related costs in 2023 of 3 percentage points, operating profit increased 8% driven by revenue growth, partially offset by higher compensation costs driven by annual merit increases, an increase in strategic investments and expenses associated with the acquisition of Market Scan. Foreign exchange rates had an unfavorable impact of 2 percentage points.
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For a further discussion of competitive and other risks inherent in our Mobility business, see Item 1A, Risk Factors in our most recently filed Annual Report on Form 10-K. For a further discussion of the legal and regulatory matters see Note 12 – Commitments and Contingencies to the consolidated financial statements of this Form 10-Q.
Indices
Indices is a global index provider maintaining a wide variety of valuation and index benchmarks for investment advisors, wealth managers and institutional investors. Indices’ mission is to provide transparent benchmarks to help with decision making, collaborate with the financial community to create innovative products, and provide investors with tools to monitor world markets.
Indices derives revenue from asset-linked fees when investors direct funds into its proprietary designed or owned indexes, sales usage-based royalties of its indices, as well as data subscription arrangements. Specifically, Indices generates revenue from the following sources:
•Investment vehicles — asset-linked fees such as ETFs and mutual funds, that are based on the S&P Dow Jones Indices’ benchmarks that generate revenue through fees based on assets and underlying funds;
•Exchange traded derivatives — generate sales usage-based royalties based on trading volumes of derivatives contracts listed on various exchanges;
•Index-related licensing fees — fixed or variable annual and per-issue asset-linked fees for over-the-counter derivatives and retail-structured products; and
•Data and customized index subscription fees — fees from supporting index fund management, portfolio analytics and research.
The following table provides revenue and segment operating profit information for the periods ended September 30:
(in millions)
Three Months
Nine Months
2024
2023
% Change
2024
2023
% Change
Revenue
$
416
$
354
18%
$
1,193
$
1,042
14%
Asset-linked fees
$
266
$
218
22%
$
756
$
638
18%
Subscription revenue
$
74
$
70
5%
$
218
$
206
6%
Sales usage-based royalties
$
76
$
66
16%
$
219
$
198
11%
% of total revenue:
Asset-linked fees
64
%
62
%
63
%
61
%
Subscription revenue
18
%
20
%
18
%
20
%
Sales usage-based royalties
18
%
18
%
19
%
19
%
U.S. revenue
$
339
$
290
17%
$
970
$
849
14%
International revenue
$
77
$
64
21%
$
223
$
193
15%
% of total revenue:
U.S. revenue
81
%
82
%
81
%
81
%
International revenue
19
%
18
%
19
%
19
%
Operating profit 1
$
282
$
235
20%
$
816
$
699
17%
Less: net operating profit attributable to noncontrolling interests
70
65
208
183
Net operating profit
$
212
$
170
24%
$
608
$
516
18%
Operating margin %
68
%
66
%
68
%
67
%
Net operating margin %
51
%
48
%
51
%
49
%
1 Operating profit for the three and nine months ended September 30, 2024 includes IHS Markit merger costs of $1 million and $4 million, respectively. Operating profit for the nine months ended September 30, 2024 includes and a loss on disposition of $1 million and
51
employee severance charges of $1 million. Operating profit for the three and nine months ended September 30, 2023 includes employee severance charges of $1 million and $4 million, respectively, and IHS Markit merger costs of $1 million and $3 million, respectively. Operating profit for the nine months ended September 30, 2023 includes a gain on disposition of $4 million. Additionally, operating profit includes amortization of intangibles from acquisitions of $9 million for the three months ended September 30, 2024 and 2023, and $27 million for the nine months ended September 30, 2024 and 2023.
Three Months
Revenue at Indices increased 18% primarily due to an increase in asset linked fees revenue driven by higher levels of assets under management (“AUM”) for ETFs and mutual funds, higher data subscription revenue and higher exchange-traded derivative revenue driven by continued strength in trading volume. Ending AUM for ETFs increased 46% to $4.155 trillion compared to September 30, 2023 and average levels of AUM for ETFs increased 33% to $3.935 trillion compared to the three months ended September 30, 2023. Foreign exchange rates had an unfavorable impact of less than 1 percentage point.
Operating profit increased 20%. Excluding the impact of higher employee severance charges in 2023 of 2 percentage points, partially offset by higher IHS Markit merger costs in 2024 of 1 percentage point, operating profit increased 19% due to revenue growth partially offset by higher incentives, an increase in strategic investments and higher compensation costs driven by annual merit increases. Foreign exchange rates had an unfavorable impact of less than 1 percentage point.
Nine Months
Revenue at Indices increased 14% primarily due to an increase in asset linked fees revenue driven by higher levels of AUM for ETFs and mutual funds, higher exchange-traded derivative revenue driven by continued strength in trading volume and higher data subscription revenue. Ending AUM for ETFs increased 46% to $4.155 trillion compared to September 30, 2023 and average levels of AUM for ETFs increased 31% to $3.674 trillion compared to the nine months ended September 30, 2023. Foreign exchange rates had an unfavorable impact of 1 percentage point.
Operating profit increased 17% due to revenue growth partially offset by higher incentives, an increase in strategic investments and higher compensation costs driven by annual merit increases. Foreign exchange rates had an unfavorable impact of less than 1 percentage point.
For a further discussion of competitive and other risks inherent in our Indices business, see Item 1A, Risk Factors in our most recently filed Annual Report on Form 10-K. For a further discussion of the legal and regulatory matters see Note 12 – Commitments and Contingencies to the consolidated financial statements of this Form 10-Q.
LIQUIDITY AND CAPITAL RESOURCES
We continue to maintain a strong financial position. Our primary source of funds for operations is cash from our businesses. Cash on hand, cash flows from operations and availability under our existing credit facility are expected to be sufficient to meet any additional operating and recurring cash needs into the foreseeable future. We use our cash for a variety of needs, including but not limited to: ongoing investments in our businesses, strategic acquisitions, share repurchases, dividends, repayment of debt, capital expenditures and investment in our infrastructure.
Cash Flow Overview
Cash, cash equivalents, and restricted cash were $1,697 million as of September 30, 2024, an increase of $406 million from December 31, 2023.
The following table provides cash flow information for the nine months ended September 30:
(in millions)
2024
2023
% Change
Net cash provided by (used for):
Operating activities
$
3,949
$
2,376
66%
Investing activities
$
(262)
$
607
N/M
Financing activities
$
(3,280)
$
(2,602)
26%
N/M – Represents a change equal to or in excess of 100% or not meaningful
In the first nine months of 2024, free cash flow increased $1,575 million to $3,645 million compared to $2,070 million in the first nine months of 2023. The increase is primarily due to an increase in cash provided by operating activities as discussed
52
below. Free cash flow is a non-GAAP financial measure and reflects our cash flow provided by operating activities less capital expenditures and distributions to noncontrolling interest holders, net. Capital expenditures include purchases of property and equipment and additions to technology projects. See “Reconciliation of Non-GAAP Financial Information” below for a reconciliation of cash flow provided by operating activities, the most directly comparable U.S. GAAP financial measure, to free cash flow.
Operating activities
Cash provided by operating activities increased $1,573 million to $3,949 million for the first nine months of 2024. The increase is mainly due to higher operating results, higher cash collections and proceeds received from the termination of interest rate swaps in 2024.
Investing activities
Our cash outflows from investing activities are primarily for acquisitions and capital expenditures, while cash inflows are primarily proceeds from dispositions.
Cash used for investing activities was $262 million for the first nine months of 2024 compared to cash provided by investing activities of $607 million in the first nine months of 2023, primarily due to higher cash proceeds received in 2023 related to the disposition of Engineering Solutions. See Note 2 —Acquisitions and Divestitures to the consolidated financial statements of this Form 10-Q for further discussion.
Financing activities
Our cash outflows from financing activities consist primarily of share repurchases, dividends to shareholders and repayments of short-term and long-term debt, while cash inflows are primarily attributable to the borrowing of short-term and long-term debt.
Cash used for financing activities increased $678 million to $3,280 million for the first nine months of 2024. The increase is primarily attributable to proceeds received from the $750 million issuance of senior note in 2023.
During the nine months ended September 30, 2024, we purchased a total of 3.8 million shares for $2 billion of cash. During the nine months ended September 30, 2023, we purchased a total of 5.4 million shares for $2 billion of cash. See Note 8 —Equity to the consolidated financial statements of this Form 10-Q for further discussion.
Additional Financing
We have the ability to borrow a total of $2.0 billion through our commercial paper program, which is supported by our $2.0 billion 5-year credit agreement (our “credit facility”) that will terminate on April 26, 2026. As of September 30, 2024 and December 31, 2023, we had no commercial paper outstanding.
Commitment fees for the unutilized commitments under the credit facility and applicable margins for borrowings thereunder are linked to the Company achieving three environmental sustainability performance indicators related to emissions, tested annually. We currently pay a commitment fee of 8 basis points. The credit facility contains customary affirmative and negative covenants and customary events of default. The occurrence of an event of default could result in an acceleration of the obligations under the credit facility.
The only financial covenant required is that our indebtedness to cash flow ratio, as defined in our credit facility, was not greater than 4 to 1, and this covenant level has never been exceeded.
Dividends
On January 23, 2024, the Board of Directors approved a quarterly common stock dividend of $0.91 per share.
Supplemental Guarantor Financial Information
The senior notes described below were issued by S&P Global Inc. and are fully and unconditionally guaranteed by Standard & Poor's Financial Services LLC, a 100% owned subsidiary of the Company.
53
•On August 22, 2024, S&P Global Inc. issued new senior notes that have been registered with the SEC and guaranteed by Standard & Poor’s Financial Services LLC in exchange for $746 million of 5.25% Senior Notes due 2033 that were originally issued on September 12, 2023.
•On March 1, 2023, S&P Global Inc. issued new senior notes that have been registered with the SEC and guaranteed by Standard & Poor’s Financial Services LLC in exchange for the following series of unregistered senior notes of like principal amount and terms:
•$700 million of 4.75% Senior Notes due 2028 that were originally issued on March 2, 2022;
•$921 million of 4.25% Senior Notes due 2029 that were originally issued on March 2, 2022;
•$1,237 million of 2.45% Senior Notes due 2027 that were originally issued on March 18, 2022;
•$1,227 million of 2.70% Sustainability-Linked Senior Notes due 2029 that were originally issued on March 18, 2022;
•$1,492 million of 2.90% Senior Notes due 2032 that were originally issued on March 18, 2022;
•$974 million of 3.70% Senior Notes due 2052 that were originally issued on March 18, 2022; and
•$500 million of 3.90% Senior Notes due 2062 that were originally issued on March 18, 2022.
•On August 13, 2020, we issued $600 million of 1.25% senior notes due in 2030 and $700 million of 2.3% senior notes due in 2060.
•On November 26, 2019, we issued $500 million of 2.5% senior notes due in 2029 and $600 million of 3.25% senior notes due in 2049.
•On May 17, 2018, we issued $500 million of 4.5% senior notes due in 2048.
•On September 22, 2016, we issued $500 million of 2.95% senior notes due in 2027.
•On May 26, 2015, we issued $700 million of 4.0% senior notes due in 2025.
•On November 2, 2007 we issued $400 million of 6.55% Senior Notes due 2037.
The notes above are unsecured and unsubordinated and rank equally and ratably with all of our existing and future unsecured and unsubordinated debt. The guarantees are the subsidiary guarantor’s unsecured and unsubordinated debt and rank equally and ratably with all of the subsidiary guarantor’s existing and future unsecured and unsubordinated debt.
The guarantees of the subsidiary guarantor may be released and discharged upon (i) a sale or other disposition (including by way of consolidation or merger) of the subsidiary guarantor or the sale or disposition of all or substantially all the assets of the subsidiary guarantor (in each case other than to the Company or a person who, prior to such sale or other disposition, is an affiliate of the Company); (ii) upon defeasance or discharge of any applicable series of the notes, as described above; or (iii) at such time as the subsidiary guarantor ceases to guarantee indebtedness for borrowed money, other than a discharge through payment thereon, under any Credit Facility of the Company, other than any such Credit Facility of the Company the guarantee of which by the subsidiary guarantor will be released concurrently with the release of the subsidiary guarantor’s guarantees of the notes.
Other subsidiaries of the Company do not guarantee the registered debt securities of either S&P Global Inc. or Standard & Poor's Financial Services LLC (the “Obligor Group”) which are referred to as the “Non-Obligor Group”.
The following tables set forth the summarized financial information of the Obligor Group on a combined basis. This summarized financial information excludes the Non-Obligor Group. Intercompany balances and transactions between members of the Obligor Group have been eliminated. This information is not intended to present the financial position or results of operations of the Obligor Group in accordance with U.S. GAAP.
Summarized results of operations for the periods ended September 30, 2024 are as follows:
(in millions)
Three Months
Nine Months
Revenue
$
1,016
$
2,977
Operating Profit
673
2,011
Net Income
455
2,477
Net income attributable to S&P Global Inc.
455
2,477
54
Summarized balance sheet information as of September 30, 2024 and December 31, 2023 is as follows:
(in millions)
September 30,
December 31,
2024
2023
Current assets (excluding intercompany from Non-Obligor Group)
$
1,508
$
1,303
Non-current assets
963
1,005
Current liabilities (excluding intercompany to Non-Obligor Group)
808
1,184
Non-current liabilities
11,689
11,864
Intercompany payables to Non-Obligor Group
15,538
14,185
RECONCILIATION OF NON-GAAP FINANCIAL INFORMATION
Free cash flow is a non-GAAP financial measure and reflects our cash flow provided by operating activities less capital expenditures and distributions to noncontrolling interest holders, net. Capital expenditures include purchases of property and equipment and additions to technology projects. Our cash flow provided by operating activities is the most directly comparable U.S. GAAP financial measure to free cash flow.
We believe the presentation of free cash flow allows our investors to evaluate the cash generated from our underlying operations in a manner similar to the method used by management. We use free cash flow to conduct and evaluate our business because we believe it typically presents a more conservative measure of cash flows since capital expenditures and distributions to noncontrolling interest holders, net are considered a necessary component of ongoing operations. Free cash flow is useful for management and investors because it allows management and investors to evaluate the cash available to us to prepay debt, make strategic acquisitions and investments and repurchase stock.
The presentation of free cash flow is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. Free cash flow, as we calculate it, may not be comparable to similarly titled measures employed by other companies. The following table presents a reconciliation of our cash flow provided by operating activities to free cash flow for the nine months ended September 30:
(in millions)
2024
2023
% Change
Cash provided by operating activities
$
3,949
$
2,376
66%
Capital expenditures
(91)
(95)
Distributions to noncontrolling interest holders, net
(213)
(211)
Free cash flow
$
3,645
$
2,070
76%
(in millions)
2024
2023
% Change
Cash (used for) provided by investing activities
(262)
607
N/M
Cash used for financing activities
(3,280)
(2,602)
26%
N/M – Represents a change equal to or in excess of 100% or not meaningful
55
CRITICAL ACCOUNTING ESTIMATES
Our accounting policies are described in Note 1 —Accounting Policies to the consolidated financial statements in our most recent Form 10-K. As discussed in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our most recent Form 10-K, we consider an accounting estimate to be critical if it required assumptions to be made that were uncertain at the time the estimate was made and changes in the estimate or different estimates could have a material effect on our results of operations. These critical estimates include those related to revenue recognition, business combinations, allowance for doubtful accounts, valuation of long-lived assets, goodwill and other intangible assets, pension plans, incentive compensation and stock-based compensation, income taxes, contingencies and redeemable non-controlling interests. We base our estimates on historical experience, current developments and on various other assumptions that we believe to be reasonable under these circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that cannot readily be determined from other sources. There can be no assurance that actual results will not differ from those estimates. Since the date of our most recent Form 10-K, there have been no material changes to our critical accounting estimates.
RECENTLY ISSUED OR ADOPTED ACCOUNTING STANDARDS
See Note 13 – Recently Issued or Adopted Accounting Standards to the consolidated financial statements of this Form 10-Q for further information.
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FORWARD-LOOKING STATEMENTS
This report contains “forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management’s current views concerning future events, trends, contingencies or results, appear at various places in this report and use words like “anticipate,” “assume,” “believe,” “continue,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “potential,” “predict,” “project,” “strategy,” “target” and similar terms, and future or conditional tense verbs like “could,” “may,” “might,” “should,” “will” and “would.” For example, management may use forward-looking statements when addressing topics such as: the outcome of contingencies; future actions by regulators; changes in the Company’s business strategies and methods of generating revenue; the development and performance of the Company’s services and products; the expected impact of acquisitions and dispositions; the Company’s effective tax rates; and the Company’s cost structure, dividend policy, cash flows or liquidity.
Forward-looking statements are subject to inherent risks and uncertainties. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements include, among other things:
•worldwide economic, financial, political, and regulatory conditions (including slower GDP growth or recession, instability in the banking sector and inflation), and factors that contribute to uncertainty and volatility, natural and man-made disasters, civil unrest, public health crises (e.g., pandemics), geopolitical uncertainty (including military conflict), and conditions that may result from legislative, regulatory, trade and policy changes;
•the volatility and health of debt, equity, commodities, energy and automotive markets, including credit quality and spreads, the level of liquidity and future debt issuances, demand for investment products that track indices and assessments and trading volumes of certain exchange traded derivatives;
•the demand and market for credit ratings in and across the sectors and geographies where the Company operates;
•the Company’s ability to maintain adequate physical, technical and administrative safeguards to protect the security of confidential information and data, and the potential for a system or network disruption that results in regulatory penalties and remedial costs or improper disclosure of confidential information or data;
•the outcome of litigation, government and regulatory proceedings, investigations and inquiries;
•concerns in the marketplace affecting the Company’s credibility or otherwise affecting market perceptions of the integrity or utility of independent credit ratings, benchmarks, indices and other services;
•our ability to attract, incentivize and retain key employees, especially in a competitive business environment;
•the Company’s exposure to potential criminal sanctions or civil penalties for noncompliance with foreign and U.S. laws and regulations that are applicable in the jurisdictions in which it operates, including sanctions laws relating to countries such as Iran, Russia and Venezuela, anti-corruption laws such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act of 2010, and local laws prohibiting corrupt payments to government officials, as well as import and export restrictions;
•the continuously evolving regulatory environment in Europe, the United States and elsewhere around the globe affecting each of our businesses and the products they offer, and our compliance therewith;
•the Company’s ability to make acquisitions and dispositions and successfully integrate the businesses we acquire;
•consolidation of the Company’s customers, suppliers or competitors;
•the introduction of competing products or technologies by other companies;
•our ability to develop new products or technologies, to integrate our products with new technologies (e.g., artificial intelligence), or to compete with new products or technologies offered by new or existing competitors;
•the effect of competitive products and pricing, including the level of success of new product developments and global expansion;
•the impact of customer cost-cutting pressures;
•a decline in the demand for our products and services by our customers and other market participants;
•the ability of the Company, and its third-party service providers, to maintain adequate physical and technological infrastructure;
•the Company’s ability to successfully recover from a disaster or other business continuity problem, such as an earthquake, hurricane, flood, civil unrest, protests, military conflict, terrorist attack, outbreak of pandemic or contagious diseases, security breach, cyber attack, data breach, power loss, telecommunications failure or other natural or man-made event;
•the level of merger and acquisition activity in the United States and abroad;
•the level of the Company’s future cash flows and capital investments;
•the impact on the Company’s revenue and net income caused by fluctuations in foreign currency exchange rates; and
•the impact of changes in applicable tax or accounting requirements on the Company.
The factors noted above are not exhaustive. The Company and its subsidiaries operate in a dynamic business environment in which new risks emerge frequently. Accordingly, the Company cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the dates on which they are made. The Company undertakes no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date on which it is made, except as
57
required by applicable law. Further information about the Company’s businesses, including information about factors that could materially affect its results of operations and financial condition, is contained in the Company’s filings with the SEC, including Item 1A, Risk Factors in our most recently filed Annual Report on Form 10-K.
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Item 3.Quantitative and Qualitative Disclosures About Market Risk
Our exposure to market risk includes changes in foreign exchange rates and interest rates. We have operations in foreign countries where the functional currency is primarily the local currency. For international operations that are determined to be extensions of the parent company, the U.S. dollar is the functional currency. We typically have naturally hedged positions in most countries from a local currency perspective with offsetting assets and liabilities. As of September 30, 2024 and December 31, 2023, we have entered into foreign exchange forward contracts in order to mitigate the change in fair value of specific assets and liabilities in the consolidated balance sheet. These forward contracts are not designated as hedges and do not qualify for hedge accounting. As of September 30, 2024 and December 31, 2023, we have entered into foreign exchange forward contracts to hedge the effect of adverse fluctuations in foreign exchange rates. As of September 30, 2024 and December 31, 2023, we held cross currency swap contracts to hedge a portion of our net investment in foreign subsidiaries against volatility in foreign exchange rates. As of December 31, 2023, we held positions in a series of interest rate swaps to mitigate or hedge the adverse fluctuations in interest rates. We have not entered into any derivative financial instruments for speculative purposes. See Note 5 - Derivative Instruments to the consolidated financial statements of this Form 10-Q for further discussion.
Item 4.Controls and Procedures
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed so that information required to be disclosed in our reports filed with the U.S. Securities and Exchange Commission (the “SEC”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer (“CEO”) and Interim Chief Financial Officer (“Interim CFO”), as appropriate, to allow timely decisions regarding required disclosure.
As of September 30, 2024, an evaluation was performed under the supervision and with the participation of management, including the CEO and Interim CFO, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on that evaluation, management, including the CEO and Interim CFO, concluded that our disclosure controls and procedures were effective as of September 30, 2024.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the most recent quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1.Legal Proceedings
See Note 12 – Commitments and Contingencies - Legal & Regulatory Matters to the consolidated financial statements of this Form 10-Q for information on our legal proceedings.
Item 1A.Risk Factors
For a discussion of our risk factors please see Item 1A, Risk Factors in our most recent Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On June 22, 2022, the Board of Directors approved a share repurchase program authorizing the purchase of 30 million shares (the “2022 Repurchase Program”), which was approximately 9% of the total shares of our outstanding common stock at that time. During the third quarter of 2024, we received 2.6 million shares from our accelerated share repurchase (“ASR”) agreement that we entered into on July 31, 2024. Further discussion relating to our ASR agreements can be found in Note 8 - Equity. As of September 30, 2024, 14.6 million shares remained under the 2022 Repurchase Program.
Repurchased shares may be used for general corporate purposes, including the issuance of shares for stock compensation plans and to offset the dilutive effect of the exercise of employee stock options. Our 2022 Repurchase Program has no expiration date and purchases under this program may be made from time to time on the open market and in private transactions, depending on market conditions.
The following table provides information on our purchases of our outstanding common stock during the third quarter of 2024 pursuant to the 2022 Repurchase Program (column c). In addition to these purchases, the number of shares in column (a) include shares of common stock that are tendered to us to satisfy our employees’ tax withholding obligations in connection with the vesting of awards of restricted shares (we repurchase such shares based on their fair market value on the vesting date).
There were no other share repurchases during the quarter outside the repurchases noted below.
Period
(a) Total Number of Shares Purchased
(b) Average Price Paid per Share
(c) Total Number of Shares Purchased as Part of Publicly Announced Programs
(d) Maximum Number of Shares that may yet be Purchased Under the Programs
July 1— July 31, 2024
583
$
446.32
—
17.2 million
August 1 — August 31, 2024 1
2,632,022
489.45
2,630,330
14.6 million
September 1 — September 30, 2024
3,994
520.00
—
14.6 million
Total — Quarter 1
2,636,599
$
504.90
2,630,330
14.6 million
1 Includes 2.6 million shares received on August 1, 2024 from the initiation of our ASR agreement that we entered into on July 31, 2024.
Average price paid per share information does not include this accelerated share repurchase transaction.
Item 5.Other Information
IRAN THREAT REDUCTION AND SYRIA HUMAN RIGHTS ACT DISCLOSURE
Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which amended the Securities Exchange Act of 1934, an issuer is required to disclose in its annual or quarterly reports, as applicable, whether, during the reporting period, it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with individuals or entities designated pursuant to certain Executive Orders. Disclosure is generally required even where the activities, transactions or dealings were conducted in compliance with applicable laws and regulations.
During the third quarter of 2024, the Company engaged in limited transactions or dealings related to the purchase or sale of information and informational materials, which are generally exempt from U.S. economic sanctions, with persons that are owned or controlled, or appear to be owned or controlled, by the Government of Iran or are otherwise subject to disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012. Commodities Insights provided subscribers access to proprietary data, analytics, and industry information that enable commodities markets to perform with
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greater transparency and efficiency. Market Intelligence sourced certain trade data from Iran. The Company will continue to monitor such activities closely. During the third quarter of 2024, the Company recorded no revenue or net profit attributable to the Commodities Insights transactions or dealings described above, which reflects the uncertainty of collection. The Company attributes a de minimis amount of gross revenues and net profits to the data sourced from Iran by Market Intelligence.
RULE 10b5-1 PLAN ELECTIONS
On July 31, 2024, Saugata Saha, President, S&P Global Commodity Insights, adopted a pre-arranged stock trading plan for the sale of up to 2,000 shares of the Company's common stock. Mr. Saha's plan will terminate on the earlier of (i) December 31, 2024 and (ii) the date on which all sales contemplated under the plan have been executed. Mr. Saha's plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended ("Exchange Act"). No other Rule 10b5-1 trading arrangements or “non-Rule 10b5-1 trading arrangements” (as defined by S-K Item 408(c)) were entered into or terminated by our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) during the third quarter of 2024.
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibit 101)
* These exhibits relate to management contracts or compensatory plan arrangements.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this quarterly report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.
S&P Global Inc.
Registrant
Date:
October 24, 2024
By:
/s/ Christopher F. Craig
Christopher F. Craig
Interim Chief Financial Officer and Senior Vice President, Controller and Chief Accounting Officer