XML 23 R10.htm IDEA: XBRL DOCUMENT
v3.23.3

Acquisitions and Divestitures | 9 Months Ended
--- | ---
Sep. 30, 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 is 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 was 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 On May 2, 2023, we completed the sale of Engineering Solutions to Allium Buyer LLC, a Delaware limited liability company controlled by funds affiliated with Kohlberg Kravis Roberts & Co. L.P. (“KKR”). We received the full proceeds from the sale of $975 million in cash, subject to purchase price adjustments, which we expect to result in approximately $750 million in after-tax proceeds. The assets and liabilities of Engineering Solutions were classified as held for sale in our consolidated balance sheet as of December 31, 2022. During the nine months ended September 30, 2023, we recorded a pre-tax loss of $120 million in Loss (gain) on dispositions 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. Following the sale, the assets and liabilities of Engineering Solutions are no longer reported in our consolidated balance sheet as of September 30, 2023. The transaction followed our announced intent in November of 2022 to divest the business. Engineering Solutions became part of the Company following our merger with IHS Markit. 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) in Loss (gain) on dispositions related to the sale of a family of leveraged loan indices in our Indices segment. 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 included Oil Price Information Services (“OPIS”); Coal, Metals and Mining; and PetroChem Wire businesses and its Base Chemicals business. In June of 2022, we completed the previously announced sale of LCD along with a related family of leveraged loan indices, within our Market Intelligence and Indices segments, respectively, to Morningstar for a purchase price of $600 million in cash, subject to customary adjustments, and a contingent payment of up to $50 million which was payable six months following the closing upon the achievement of certain conditions related to the transition of LCD customer relationships. During the three and nine months ended September 30, 2022, we recorded a pre-tax loss of $15 million ($11 million after-tax) and a pre-tax gain of $505 million ($378 million after-tax) for the sale of LCD. During the three and nine months ended September 30, 2022 we recorded a pre-tax gain of $14 million ($12 million after-tax) and $52 million ($43 million after-tax) for the sale of a family of leveraged loan indices in Loss (gain) on dispositions in the consolidated statements of income. In June of 2022, we completed the previously announced sale of the Base Chemicals business to News Corp for $295 million in cash. We did not recognize a gain on the sale of the 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 and nine months ended September 30, 2022, we recorded a pre-tax loss of $2 million ($2 million after-tax) and a pre-tax gain of $1.341 billion ($1.005 billion after-tax) in Loss (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) | September 30, | December 31,
| 2023 | 2022 1
Accounts Receivable, net | $ | — |  | $ | 88 |
Goodwill | — |  | 437 |
Other intangible assets, net | — |  | 697 |
Other assets | — |  | 76 |
Assets of a business held for sale | $ | — |  | $ | 1,298 |
Accounts payable and accrued expenses | $ | — |  | $ | 59 |
Deferred tax liability | — |  | 27 |
Unearned revenue | — |  | 148 |
Liabilities of a business held for sale | $ | — |  | $ | 234 |
1 Assets and liabilities held for sale as of December 31, 2022 relate to Engineering Solutions. The operating profit of our businesses that were disposed of for the periods ended September 30 is as follows:
(in millions) | Three Months |  | Nine Months
| 2023 |  | 2022 |  | 2023 |  | 2022
Operating profit 1 | $ | — |  |  | $ | — |  |  | $ | 19 |  |  | $ | 59 |
1 The operating profit presented includes the revenue and recurring direct expenses associated with businesses disposed of or held for sale. T he nine m onths ended September 30, 2023 excludes a pre-tax loss related to the sale of Engineering Solutions of $120 million. T he three months ended September 30, 2022 excludes a pre-tax loss of $15 million and a pre-tax gain of $14 million related to the sale LCD and a related family of leveraged loan indices, respectively. The nine months ended September 30, 2022 excludes pre-tax gains related to the sale LCD and a related family of leveraged loan indices of of $505 million and $52 million, respectively. The three and nine months ended September 30, 2022 also excludes a pre-tax loss of $2 million and a pre-tax gain of $1.3 billion related to the sale of CGS, respectively.

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationAndAssetAcquisitionAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- 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 -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//805/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//205-20/tableOfContent + Details
Name: | us-gaap_MergersAcquisitionsAndDispositionsDisclosuresTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration