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Acquisitions and Divestitures | 3 Months Ended
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Mar. 31, 2023
Business Combination and Asset Acquisition [Abstract] |
Acquisitions and Divestitures | Acquisitions and Divestitures Acquisitions 2023 On February 16, 2023, we completed the acquisition of Market Scan Information Systems, Inc. (“Market Scan”), a leading provider of automotive pricing and incentive intelligence, including Automotive Payments as a Service TM and its powerful payment calculation engine. The addition of Market Scan to Mobility will enable the integration of detailed transaction intelligence in areas that are complementary to existing services for dealers, OEMs, lenders, and other market participants. The acquisition of Market Scan is not material to our consolidated financial statements. On January 3, 2023, we completed the acquisition of ChartIQ, a premier charting provider for the financial services industry. ChartIQ is a professional grade charting solution that allows users to visualize data with a fully interactive web-based library that works seamlessly across web, mobile and desktop. It provides advanced capabilities including trade visualization, options analytics, technical analysis and more. Additionally, ChartIQ allows clients to visualize vendor-supplied data combined with their own proprietary content, alternative datasets or analytics. The acquisition will be part of our Market Intelligence segment and further enhances our S&P Capital IQ Pro platform, our digital investment solutions provider Markit Digital and other workflow solutions to provide the industry with leading visualization capabilities. The acquisition of ChartIQ is not material to our consolidated financial statements. On January 4, 2023, we completed the acquisition of TruSight Solutions LLC (“TruSight”) a provider of third-party vendor risk assessments. The acquisition will be integrated into our Market Intelligence segment and further expands the breadth and depth of S&P Global’s third party vendor risk management solutions by offering high-quality validated assessment data to clients designed to reduce further the vendor due diligence burden on service providers to the financial services industry. The acquisition of TruSight is not material to our consolidated financial statements. 2022 Merger with IHS Markit On February 28, 2022, we completed the merger with IHS Markit. The fair value of the consideration transferred for IHS Markit was approximately $43.5 billion. Allocation of Purchase Price The merger with IHS Markit was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”). The allocation of purchase price recorded for IHS Markit is as follows:
(in millions) | February 28, 2022
Assets acquired |
Cash and cash equivalents | $ | 310 |
Accounts receivable, net | 968 |
Prepaid and other current assets | 224 |
Assets of a business held for sale | 1,519 |
Property and equipment | 118 |
Right of use assets | 240 |
Goodwill | 31,456 |
Other intangible assets | 18,620 |
Equity investments in unconsolidated subsidiaries | 1,644 |
Other non-current assets | 54 |
Total assets acquired | $ | 55,153 |
Liabilities assumed |
Account payable | $ | 174 |
Accrued compensation | 90 |
Short-term debt | 968 |
Unearned revenue | 1,053 |
Other current liabilities | 581 |
Liabilities of a business held for sale | 72 |
Long-term debt | 4,191 |
Lease liabilities - non-current | 231 |
Deferred tax liability - non-current | 4,200 |
Other non-current liabilities | 57 |
Total liabilities assumed | $ | 11,617 |
Total consideration transferred | $ | 43,536 |
Acquired Identifiable Intangible Assets The following table sets forth the fair values of the components of the identifiable intangible assets acquired and their useful lives:
(in millions) | Fair Value | Weighted Average Useful Lives
Customer relationships | $ | 13,596 |  | 25 years
Trade names and trademarks | 1,469 |  | 14 years
Developed technology | 1,043 |  | 10 years
Databases | 2,512 |  | 12 years
Total Identified Intangible Assets | $ | 18,620 |  | 21 years
Divestitures 2023 During the three months ended March 31, 2023, we did not complete any material divestitures. 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 three months ended March 31, 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. On January 14, 2023, we entered into a securities and asset purc hase agreement with Allium Buyer LLC, a Delaware limited liability company controlled by funds affiliated with Kohlberg Kravis Roberts & Co. L.P. (“KKR”) to sell our Engineering Solutions business for $975 million in cash, subject to customary purchase price adjustments. We currently anticipate the divestiture to result in after-tax proceeds of approximately $750 million, which proceeds are expected to be used for share repurchases. The agreement follows our announced intent in November of 2022 to divest the business. Engineering Solutions became part of the Company following our merger with IH S Markit. The transaction, which is subject to receipt of required regulatory approvals and satisfying other customary closing conditions, is expected to close in the second quarter of 2023. 2022 As a condition of securing regulatory approval for the merger, S&P Global and IHS Markit agreed to divest of certain of their businesses. S&P Global’s divestitures included CUSIP Global Services (“CGS”), its LCD business and a related family of leveraged loan indices while IHS Markit’s divestitures include Oil Price Information Services (“OPIS”); Coal, Metals and Mining; and PetroChem Wire businesses and its Base Chemicals business. In March of 2022, we completed the previously announced sale of CGS, a business within our Market Intelligence segment, to FactSet Research Systems Inc. for a purchase price of $1.925 billion in cash, subject to customary adjustments. During the three months ended March 31, 2022, we recorded a pre-tax gain of $1.344 billion ($999 million after tax) in Gain on dispositions in the consolidated statements of income related to the sale of CGS. In February of 2022, we completed the previously announced sale of OPIS to News Corp for $1.150 billion in cash. We did not recognize a gain on the sale of OPIS. Assets and Liabilities Held for Sale The components of assets and liabilities held for sale in the consolidated balance sheets consist of the following:
(in millions) | March 31, | December 31,
| 2023 1 | 2022 1
Accounts Receivable, net | $ | 91 |  | $ | 88 |
Goodwill | 437 |  | 437 |
Other intangible assets, net | 696 |  | 697 |
Other assets | 89 |  | 76 |
Assets of a business held for sale | $ | 1,313 |  | $ | 1,298 |
Accounts payable and accrued expenses | $ | 55 |  | $ | 59 |
Deferred tax liability | 26 |  | 27 |
Unearned revenue | 171 |  | 148 |
Liabilities of a business held for sale | $ | 252 |  | $ | 234 |
1 Assets and liabilities held for sale as of March 31, 2023 and December 31, 2022 relate to Engineering Solutions. The operating profit of our businesses that were disposed of or classified as held for sale for the three months ended March 31 is as follows:
(in millions) | 2023 |  | 2022 |  |  |  |
Operating profit 2 | $ | 14 |  |  | $ | 35 |  |  |  |  |
2 The operating profit presented includes the revenue and recurring direct expenses associated with businesses disposed of or held for sale. T he three m onths ended March 31, 2023 excludes a pre-tax gain related to the sale of LCD and leveraged loan indices of $50 million. T he three m onths ended March 31, 2022 exclude a pre-tax gain related to the sale of CGS of $1.3 billion.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI https://asc.fasb.org/subtopic&trid=2122178 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI https://asc.fasb.org/topic&trid=2303972 + Details
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