S&P Global Inc. - FORM 10-Q

Attached files

file	filename
EX-10.1 - EXHIBIT 10.1 - S&P Global Inc.	spgi-ex1012017331xq1.htm
EX-10.5 - EXHIBIT 10.5 - S&P Global Inc.	spgi-ex105x2017331xq1.htm
EX-31.2 - EXHIBIT 31.2 - S&P Global Inc.	spgi-ex312x2017331xq1.htm
EX-15 - EXHIBIT 15 - S&P Global Inc.	spgi-ex15x2017331xq1.htm
EX-10.2 - EXHIBIT 10.2 - S&P Global Inc.	spgi-ex102x2017331xq1.htm
EX-10.3 - EXHIBIT 10.3 - S&P Global Inc.	spgi-ex103x2017x331xq1.htm
EX-32 - EXHIBIT 32 - S&P Global Inc.	spgi-ex32x2017331xq1.htm
EX-31.1 - EXHIBIT 31.1 - S&P Global Inc.	spgi-ex311x2017331xq1.htm
EX-12 - EXHIBIT 12 - S&P Global Inc.	spgi-ex12x2017331xq1.htm
EX-10.4 - EXHIBIT 10.4 - S&P Global Inc.	spgi-ex104x2017331xq1.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2017



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-1023

S&P Global Inc.

(Exact name of registrant as specified in its charter)



New York	13-1026995
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
55 Water Street, New York, New York	10041
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 212-438-1000

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES þ NO ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES þ NO ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer”, “small reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act.



þ Large accelerated filer	o Accelerated filer	o Non-accelerated filer	o Smaller reporting company	o Emerging growth company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES ¨ NO þ

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:



Class	Shares Outstanding	Date
Common stock (par value $1.00 per share)	257.8 million	April 21, 2017

S&P Global Inc.

INDEX



	Page Number
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Report of Independent Registered Public Accounting Firm	3
Consolidated Statements of Income for the three months ended March 31, 2017 and 2016	4
Consolidated Statements of Comprehensive Income for the three months ended March 31, 2017 and 2016	5
Consolidated Balance Sheets as of March 31, 2017 and December 31, 2016	6
Consolidated Statements of Cash Flows for the three months ended March 31, 2017 and 2016	7
Consolidated Statement of Equity for the three months ended March 31, 2017	8
Notes to the Consolidated Financial Statements	9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Unaudited)	27
Item 3. Quantitative and Qualitative Disclosures About Market Risk	41
Item 4. Controls and Procedures	41
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	42
Item 1a. Risk Factors	42
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 5. Other Information	42
Item 6. Exhibits	44
Signatures	45

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of S&P Global Inc.

We have reviewed the consolidated balance sheet of S&P Global Inc. (and subsidiaries) (the “Company”) as of March 31, 2017, the related consolidated statements of income, comprehensive income and cash flows for the three-month periods ended March 31, 2017 and 2016, and the related consolidated statement of equity for the three-month period ended March 31, 2017. These financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of S&P Global Inc. (and subsidiaries) as of December 31, 2016, and the related consolidated statements of income, comprehensive income, equity, and cash flows for the year then ended (not presented herein) and we expressed an unqualified opinion on those consolidated financial statements in our report dated February 9, 2017.

/s/ ERNST & YOUNG LLP

New York, New York

April 25, 2017

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

S&P Global Inc.

Consolidated Statements of Income

(Unaudited)



(in millions, except per share amounts)	Three Months Ended
	March 31,
	2017			2016
Revenue	$	1,453		$	1,341
Expenses:
Operating-related expenses	411			453
Selling and general expenses	351			334
Depreciation	19			18
Amortization of intangibles	24			24
Total expenses	805			829
Operating profit	648			512
Interest expense, net	37			40
Income before taxes on income	611			472
Provision for taxes on income	181			149
Net income	430			323
Less: net income attributable to noncontrolling interests	(31		)	(29		)
Net income attributable to S&P Global Inc.	$	399		$	294

Earnings per share attributable to S&P Global Inc. common shareholders:
Net income:
Basic	$	1.54		$	1.11
Diluted	$	1.53		$	1.10
Weighted-average number of common shares outstanding:
Basic	258.2			265.0
Diluted	260.8			267.2

Actual shares outstanding at period end	257.8			264.5

Dividend declared per common share	$	0.41		$	0.36

See accompanying notes to the unaudited consolidated financial statements.

S&P Global Inc.

Consolidated Statements of Comprehensive Income

(Unaudited)



(in millions)	Three Months Ended
	March 31,
	2017			2016
Net income	$	430		$	323

Other comprehensive income:
Foreign currency translation adjustment	30			14
Income tax effect	—			—
	30			14

Pension and other postretirement benefit plans	4			4
Income tax effect	(1		)	(1		)
	3			3

Unrealized gain on forward exchange contracts	7			3
Income tax effect	(2		)	—
	5			3

Comprehensive income	468			343
Less: comprehensive income attributable to nonredeemable noncontrolling interests	(1		)	(3		)
Less: comprehensive income attributable to redeemable noncontrolling interests	(30		)	(26		)
Comprehensive income attributable to S&P Global Inc.	$	437		$	314

See accompanying notes to the unaudited consolidated financial statements.

S&P Global Inc.

Consolidated Balance Sheets



(in millions)	March 31, 2017			December 31, 2016
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	2,411		$	2,392
Accounts receivable, net of allowance for doubtful accounts: $28 in 2017 and 2016	1,108			1,122
Prepaid and other current assets	144			157
Total current assets	3,663			3,671
Property and equipment, net of accumulated depreciation: 2017 - $523; 2016 - $537	265			271
Goodwill	2,960			2,949
Other intangible assets, net	1,474			1,506
Other non-current assets	292			272
Total assets	$	8,654		$	8,669
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	162		$	183
Accrued compensation and contributions to retirement plans	205			409
Income taxes currently payable	243			95
Unearned revenue	1,510			1,509
Other current liabilities	349			415
Total current liabilities	2,469			2,611
Long-term debt	3,565			3,564
Pension and other postretirement benefits	271			274
Other non-current liabilities	425			439
Total liabilities	6,730			6,888
Redeemable noncontrolling interest (Note 8)	1,080			1,080
Commitments and contingencies (Note 12)
Equity:
Common stock	412			412
Additional paid-in capital	470			502
Retained income	9,509			9,210
Accumulated other comprehensive loss	(735		)	(773		)
Less: common stock in treasury	(8,867		)	(8,701		)
Total equity — controlling interests	789			650
Total equity — noncontrolling interests	55			51
Total equity	844			701
Total liabilities and equity	$	8,654		$	8,669

See accompanying notes to the unaudited consolidated financial statements.

S&P Global Inc.

Consolidated Statements of Cash Flows

(Unaudited)



(in millions)	Three Months Ended
	March 31,
	2017			2016
Operating Activities:
Net income	$	430		$	323
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation	19			18
Amortization of intangibles	24			24
Provision for losses on accounts receivable	5			3
Deferred income taxes	(1		)	(1		)
Stock-based compensation	19			14
Other	14			31
Changes in operating assets and liabilities, net of effect of acquisitions and dispositions:
Accounts receivable	12			(7		)
Prepaid and other current assets	9			(12		)
Accounts payable and accrued expenses	(235		)	(237		)
Unearned revenue	(6		)	39
Accrued legal settlements	(1		)	(108		)
Other current liabilities	(58		)	24
Net change in prepaid/accrued income taxes	146			105
Net change in other assets and liabilities	(24		)	(31		)
Cash provided by operating activities	353			185
Investing Activities:
Capital expenditures	(23		)	(16		)
Acquisitions, net of cash acquired	(1		)	(7		)
Proceeds from dispositions	2			—
Changes in short-term investments	—			(1		)
Cash used for investing activities	(22		)	(24		)
Financing Activities:
Additions to short-term debt, net	—			329
Dividends paid to shareholders	(106		)	(96		)
Dividends and other payments paid to noncontrolling interests	(24		)	(33		)
Repurchase of treasury shares	(201		)	(226		)
Exercise of stock options	29			31
Employee withholding tax on share-based payments	(44		)	(46		)
Cash used for financing activities	(346		)	(41		)
Effect of exchange rate changes on cash from continuing operations	34			(1		)
Net change in cash and cash equivalents	19			119
Cash and cash equivalents at beginning of period	2,392			1,481
Cash and cash equivalents at end of period	$	2,411		$	1,600

See accompanying notes to the unaudited consolidated financial statements.

S&P Global Inc.

Consolidated Statement of Equity

(Unaudited)



(in millions)	Common Stock $1 par		Additional Paid-in Capital			Retained Income			Accumulated Other Comprehensive Loss			Less: Treasury Stock			Total SPGI Equity			Noncontrolling Interests		Total Equity
Balance as of December 31, 2016	$	412	$	502		$	9,210		$	(773	)	$	8,701		$	650		$	51	$	701
Comprehensive income ¹						399			38						437			1		438
Dividends						(106		)							(106		)			(106		)
Share repurchases												201			(201		)			(201		)
Employee stock plans			(32		)							(35		)	3					3
Change in redemption value of redeemable noncontrolling interest						6									6					6
Other															—			3		3
Balance as of March 31, 2017	$	412	$	470		$	9,509		$	(735	)	$	8,867		$	789		$	55	$	844


¹	Excludes $30 million attributable to our redeemable noncontrolling interest.

See accompanying notes to the unaudited consolidated financial statements.

S&P Global Inc.

Notes to the Consolidated Financial Statements

(Unaudited)


1.	Nature of Operations and Basis of Presentation

S&P Global Inc. (together with its consolidated subsidiaries, "S&P Global," the “Company,” “we,” “us” or “our”) is a leading provider of transparent and independent ratings, benchmarks, analytics and data to the capital and commodity markets worldwide.

Our operations consist of three reportable segments: Ratings, Market and Commodities Intelligence and S&P Dow Jones Indices ("Indices").


•	Ratings is an independent provider of credit ratings, research and analytics, offering investors and other market participants information, ratings and benchmarks.

•

Market and Commodities Intelligence is a global provider of multi-asset-class data, research and analytical capabilities, which integrate cross-asset analytics and desktop services and deliver their customers in the commodity and energy markets access to high-value information, data, analytic services and pricing and quality benchmarks. As of September 7, 2016, we completed the sale of J.D. Power and the results are included in Market and Commodities Intelligence results through that date.


•	Indices is a global index provider that maintains a wide variety of valuation and index benchmarks for investment advisors, wealth managers and institutional investors.

The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Therefore, the financial statements included herein should be read in conjunction with the financial statements and notes included in our Form 10-K for the year ended December 31, 2016 (our “Form 10-K”). Certain prior-year amounts have been reclassified to conform with current presentation.

In the opinion of management, all normal recurring adjustments considered necessary for a fair statement of the results of the interim periods have been included. The operating results for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the full year.

Our critical accounting estimates are disclosed in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Form 10-K. On an ongoing basis, we evaluate our estimates and assumptions, including those related to revenue recognition, 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 noncontrolling interests. Since the date of our Form 10-K, there have been no material changes to our critical accounting policies and estimates.


2.	Acquisitions and Divestitures

Acquisitions

During the three months ended March 31, 2017, we did not complete any material acquisitions.

In March of 2016, Market and Commodities Intelligence acquired Commodity Flow, a specialist technology and business intelligence service for the global waterborne commodity and energy markets. The purchase helps extend Market and Commodities Intelligence's trade flow analytical capabilities and complements its existing shipping services. We accounted for the acquisition of Commodity Flow using the purchase method of accounting. The acquisition of Commodity Flow is not material to our consolidated financial statements.

Divestitures

In April of 2017, we signed a letter of intent to sell our facility at East Windsor, New Jersey. The fixed assets of the facility of $5 million have been classified as held for sale, which is included in prepaid and other current assets in our consolidated balance sheet as of March 31, 2017.

In January of 2017, we completed the sale of Quant House SAS ("QuantHouse"), included in our Market and Commodities Intelligence segment, to QH Holdco, an independent third party. In November of 2016, we entered into a put option agreement that gave the Company the right, but not the obligation, to put the entire share capital of QuantHouse to QH Holdco. As a result, we classified the assets and liabilities of QuantHouse, net of our costs to sell, as held for sale, which is included in prepaid and other current assets and other current liabilities, respectively, in our consolidated balance sheet as of December 31, 2016. On January 4, 2017, we exercised the put option, thereby entering into a definitive agreement to sell QuantHouse to QH Holdco. On January 9, 2017, we completed the sale of QuantHouse to QH Holdco. Following the sale, the assets and liabilities of QuantHouse are no longer reported in our consolidated balance sheet as of March 31, 2017.

The components of assets and liabilities held for sale related to QuantHouse in the consolidated balance sheet consist of the following:



(in millions)	December 31,
	2016
Accounts receivable, net	$	4
Other assets	3
Assets of a business held for sale	$	7

Accounts payable and accrued expenses	$	3
Unearned revenue	7
Other liabilities	35
Liabilities of a business held for sale	$	45

The operating loss of our business that was disposed of for the three months ended March 31, 2017 and 2016 is as follows:



(in millions)	2017		2016
Operating loss	$	—	$	(7	)

During the three months ended March 31, 2016, we did not complete any dispositions.


3.	Income Taxes

The effective income tax rate was 29.5% and 31.5% for the three months ended March 31, 2017 and March 31, 2016, respectively. The decrease in 2017 was due to the recognition of excess tax benefits associated with share-based payments in the statement of income as well as a benefit from an acquisition-related adjustment.

At the end of each interim period, we estimate the annual effective tax rate and apply that rate to our ordinary quarterly earnings. The tax expense or benefit related to significant, unusual or extraordinary items that will be separately reported or reported net of their related tax effect, and are individually computed, is recognized in the interim period in which those items occur. In addition, the effect of changes in enacted tax laws or rates or tax status is recognized in the interim period in which the change occurs.

As of March 31, 2017 and December 31, 2016, the total amount of federal, state and local, and foreign unrecognized tax benefits was $156 million and $161 million, respectively, exclusive of interest and penalties. We recognize accrued interest and penalties related to unrecognized tax benefits in interest expense and operating-related expense, respectively. In addition, as of March 31, 2017 and December 31, 2016, we had $46 million and $44 million, respectively, of accrued interest and penalties associated with unrecognized tax benefits.

It is possible that tax examinations will be settled in the next twelve months. If any of these tax audit settlements do occur within that period, we would make any necessary adjustments to the accrual for unrecognized tax benefits. Until formal resolutions are reached between us and the tax authorities, the determination of a possible audit settlement range with respect to the impact on unrecognized tax benefits is not practicable.

In November of 2015, the FInancial Accounting Standards Board ("FASB") issued guidance to simplify the presentation of deferred income taxes. The guidance requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. This guidance is effective for reporting periods beginning after December 15, 2016; however, early adoption

was permitted. We early adopted this guidance in the fourth quarter of 2016, prospectively, and accordingly prior year amounts have not been reclassified.


4.	Debt



(in millions)	March 31, 2017		December 31, 2016
2.5% Senior Notes, due 2018 ¹	$	399	$	398
3.3% Senior Notes, due 2020 ²	696		696
4.0% Senior Notes, due 2025 ³	691		691
4.4% Senior Notes, due 2026 ⁴	891		891
2.95% Senior Notes, due 2027 ⁵	492		492
6.55% Senior Notes, due 2037 ⁶	396		396
Commercial paper	—		—
Total debt	3,565		3,564
Less: short-term debt including current maturities	—		—
Long-term debt	$	3,565	$	3,564


¹	Interest payments are due semiannually on February 15 and August 15, and as of March 31, 2017, the unamortized debt discount and issuance costs total $1 million.


²	Interest payments are due semiannually on February 14 and August 14, and as of March 31, 2017, the unamortized debt discount and issuance costs total $4 million.


³	Interest payments are due semiannually on June 15 and December 15, and as of March 31, 2017, the unamortized debt discount and issuance costs total $9 million.


⁴	Interest payments are due semiannually on February 15 and August 15, and as of March 31, 2017, the unamortized debt discount and issuance costs total $9 million.


⁵	Interest payments are due semiannually on January 22 and July 22, and as of March 31, 2017, the unamortized debt discount and issuance costs total $8 million.


⁶	Interest payments are due semiannually on May 15 and November 15, and as of March 31, 2017, the unamortized debt discount and issuance costs total $4 million.

The fair value of our long-term debt borrowings was $3.7 billion as of March 31, 2017 and December 31, 2016, and was estimated based on quoted market prices.

We have the ability to borrow a total of $1.2 billion through our commercial paper program, which is supported by our revolving $1.2 billion five-year credit agreement (our “credit facility”) that we entered into on June 30, 2015. This credit facility will terminate on June 30, 2020. As of March 31, 2017 and December 31, 2016, there were no commercial paper borrowings outstanding.

Depending on our indebtedness to cash flow ratio, we pay a commitment fee of 10 to 20 basis points for our credit facility, whether or not amounts have been borrowed. We currently pay a commitment fee of 15 basis points. The interest rate on borrowings under our credit facility is, at our option, calculated using rates that are primarily based on either the prevailing London Inter-Bank Offer Rate, the prime rate determined by the administrative agent or the Federal Funds Rate. For certain borrowings under this credit facility, there is also a spread based on our indebtedness to cash flow ratio added to the applicable rate.

Our credit facility contains certain covenants. The only financial covenant requires that our indebtedness to cash flow ratio, as defined in our credit facility, is not greater than 4 to 1, and this covenant level has never been exceeded.


5.	Derivative Instruments

Cash Flow Hedges

foreign exchange forward contracts to hedge the effect of adverse fluctuations in foreign currency exchange rates. We do not enter into any derivative financial instruments for speculative purposes.

During the three months ended March 31, 2017, we entered into a series of foreign exchange forward contracts to hedge a portion of our Indian rupee, British pound, and euro exposures through the fourth quarter of 2017. These contracts are intended to offset the impact of movement of exchange rates on future revenue and operating costs and are scheduled to mature within twelve months. The changes in the fair value of these contracts are initially reported in accumulated other comprehensive loss in our consolidated balance sheet and are subsequently reclassified into revenue and selling and general expenses in the same period that the hedged transaction affects earnings.

During the three months ended March 31, 2016, we entered into a series of foreign exchange forward contracts to hedge a portion of our Indian Rupee exposure through the fourth quarter of 2016. These contracts were intended to offset the impact of movement of exchange rates on future operating costs and matured at the end of each quarter during 2016. The changes in the fair value of these contracts were initially reported in accumulated other comprehensive loss in our consolidated balance sheet and were subsequently reclassified into selling and general expenses in the same period that the hedge contract matured.

As of March 31, 2017, we estimate that $7 million of the net gains related to derivatives designated as cash flow hedges recorded in other comprehensive income (loss) is expected to be reclassified into earnings within the next twelve months. There was no material hedge ineffectiveness for the three months ended March 31, 2017 and March 31, 2016. As of March 31, 2017 and March 31, 2016, the aggregate notional value of our outstanding foreign currency forward contracts was $255 million and $112 million, respectively.

The following table provides information on the location and fair value amounts of our cash flow hedges as of March 31, 2017 and December 31, 2016:



(in millions) Balance Sheet Location		March 31, 2017		December 31, 2016
Prepaid and other current assets ¹	Foreign exchange forward contracts	$	9	$	3


¹	Foreign currency forward contracts are recorded at fair value that is based on foreign currency exchange rates in active markets; therefore we classify these derivative contracts as Level 2.

The following table provides information on the location and amounts of pre-tax gains (losses) on our cash flow hedges for the three months ended March 31:



(in millions)	Gain (Loss) Recognized in Accumulated Other Comprehensive Loss (effective portion)				Location of Gain Reclassified from Accumulated Other Comprehensive Loss into Income (effective portion)	Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (effective portion)
Cash flow hedges - designated as hedging instruments	2017		2016			2017		2016
Foreign exchange forward contracts	$	5	$	3	Selling and general expenses	$	1	$	1

The activity related to the change in unrealized gains (losses) in accumulated other comprehensive loss was as follows for the three months ended March 31:



(in millions)	2017			2016
Net unrealized gains (losses) on cash flow hedges, net of taxes, beginning of period	$	2		$	(1	)
Change in fair value, net of tax	6			4
Reclassification into earnings, net of tax	(1		)	(1		)
Net unrealized gains on cash flow hedges, net of taxes, end of period	$	7		$	2


6.	Employee Benefits

We maintain a number of active defined contribution retirement plans for our employees. The majority of our defined benefit plans are frozen. As a result, no new employees will be permitted to enter these plans and no additional benefits for current participants in the frozen plans will be accrued.

We have supplemental benefit plans that provide senior management with supplemental retirement, disability and death benefits. Certain supplemental retirement benefits are based on final monthly earnings. In addition, we sponsor voluntary 401(k) plans under which we may match employee contributions up to certain levels of compensation as well as profit-sharing plans under which we contribute a percentage of eligible employees' compensation to the employees' accounts.

We also provide certain medical, dental and life insurance benefits for active and retired employees and eligible dependents. The medical and dental plans and supplemental life insurance plan are contributory, while the basic life insurance plan is noncontributory. We currently do not prefund any of these plans.

We recognize the funded status of our defined benefit retirement and postretirement plans in the consolidated balance sheets, with a corresponding adjustment to accumulated other comprehensive loss, net of taxes. The amounts in accumulated other comprehensive loss represent unrecognized actuarial losses and unrecognized prior service costs. These amounts will be subsequently recognized as net periodic benefit (credit) cost pursuant to our accounting policy for amortizing such amounts.

The components of net periodic benefit (credit) cost for our retirement plans and postretirement plans for the three months ended March 31 are as follows:



(in millions)	Retirement Plans						Postretirement Plans
	2017			2016			2017		2016
Service cost	$	1		$	1		$	—	$	—
Interest cost	18			20			—		1
Expected return on assets	(31		)	(31		)	—		—
Amortization of actuarial loss	4			4			—		—
Net periodic benefit cost	$	(8	)	$	(6	)	$	—	$	1

As discussed in our Form 10-K, we changed certain discount rate assumptions on our retirement and postretirement plans, which became effective on January 1, 2017. The effect of the assumption changes on retirement and postretirement expense for the three months ended March 31, 2017 did not have a material impact to our financial position, results of operations or cash flows.

In the first quarter of 2017, we contributed $2 million to our retirement plans and expect to make additional required contributions of approximately $6 million to our retirement plans during the remainder of the year. We may elect to make additional non-required contributions depending on investment performance and the pension plan status in the remaining nine months of 2017.


7.	Stock-Based Compensation

We issue stock-based incentive awards to our eligible employees and Directors under the 2002 Employee Stock Incentive Plan and a Director Deferred Stock Ownership Plan. The 2002 Employee Stock Incentive Plan permits the granting of nonqualified stock options, stock appreciation rights, performance stock, restricted stock and other stock-based awards.

Stock-based compensation for the three months ended March 31 is as follows:



(in millions)	2017		2016
Stock option expense	$	1	$	2
Restricted stock and unit awards expense	18		12
Total stock-based compensation expense	$	19	$	14

Total unrecognized compensation expense related to unvested restricted stock and unit awards as of March 31, 2017 was $52 million, which is expected to be recognized over a weighted average period of 1.5 years.


8.	Equity

Stock Repurchases

On December 4, 2013, the Board of Directors approved a share repurchase program authorizing the purchase of 50 million shares, which was approximately 18% of the total shares of our outstanding common stock at that time.

In any period, share repurchase transactions could result in timing differences between the recognition of those repurchases and their settlement for cash. This could result in a difference between the cash used for financing activities related to common stock repurchased and the comparable change in equity.

Share repurchases for the three months ended March 31 were as follows:



(in millions, except average price)	2017		2016
Total number of shares purchased	1.5		2.2
Average price paid per share ¹	$	129.97	$	91.98
Total cash utilized ¹	$	201	$	200


¹	In December of 2015, 0.3 million shares were repurchased for approximately $26 million, which settled in January of 2016. Cash used for financing activities only reflects those shares which settled during the three months ended March 31, 2016 resulting in $226 million of cash used to repurchase shares.

Our purchased shares may be used for general corporate purposes, including the issuance of shares for stock compensation plans and to offset the dilutive effect of the exercise of employee stock options. As of March 31, 2017, approximately 24.2 million shares remained available under the current share repurchase program which 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.

Redeemable Noncontrolling Interests

The agreement with the minority partners of our S&P Dow Jones Indices LLC contains redemption features whereby interests held by minority partners are redeemable either (i) at the option of the holder or (ii) upon the occurrence of an event that is not solely within our control. Specifically, under the terms of the operating agreement of S&P Dow Jones Indices LLC, after December 31, 2017, CME Group and CME Group Index Services LLC ("CGIS") will have the right at any time to sell, and we are obligated to buy, at least 20% of their share in S&P Dow Jones Indices LLC. In addition, in the event there is a change of control of the Company, for the 15 days following a change in control, CME Group and CGIS will have the right to put their interest to us at the then fair value of CME Group's and CGIS' minority interest.

If interests were to be redeemed under this agreement, we would generally be required to purchase the interest at fair value on the date of redemption. This interest is presented on the consolidated balance sheets outside of equity under the caption “Redeemable noncontrolling interest” with an initial value based on fair value for the portion attributable to the net assets we acquired, and based on our historical cost for the portion attributable to our S&P Index business. We adjust the redeemable noncontrolling interest each reporting period to its estimated redemption value, but never less than its initial fair value, considering a combination of an income and market valuation approach. Our income and market valuation approaches may incorporate Level 3 fair value measures for instances when observable inputs are not available, including assumptions related to expected future net cash flows, long-term growth rates, the timing and nature of tax attributes, and the redemption features. Any adjustments to the redemption value will impact retained income.

Noncontrolling interests that do not contain such redemption features are presented in equity.

Changes to redeemable noncontrolling interest during the three months ended March 31, 2017 were as follows:



(in millions)
Balance as of December 31, 2016	$	1,080
Net income attributable to noncontrolling interest	30
Distributions payable to noncontrolling interest	(24		)
Redemption value adjustment	(6		)
Balance as of March 31, 2017	$	1,080

Accumulated Other Comprehensive Loss

The following table summarizes the changes in the components of accumulated other comprehensive loss for the three months ended March 31, 2017:



(in millions)	Foreign Currency Translation Adjustment			Pension and Postretirement Benefit Plans				Unrealized Gain (Loss) on Forward Exchange Contracts				Accumulated Other Comprehensive Loss
Balance as of December 31, 2016	$	(332	)	$	(443	)		$	2			$	(773	)
Other comprehensive income before reclassifications	30			—				6				36
Reclassifications from accumulated other comprehensive loss to net earnings	—			3			¹	(1		)	²	2
Net other comprehensive income	30			3				5				38
Balance as of March 31, 2017	$	(302	)	$	(440	)		$	7			$	(735	)


¹	See Note 6 — Employee Benefits for additional details of items reclassed from accumulated other comprehensive loss to net earnings.


²	See Note 5 — Derivative Instruments for additional details of items reclassed from accumulated other comprehensive loss to net earnings.

The net actuarial loss and prior service cost related to pension and other postretirement benefit plans included in other comprehensive income is net of a tax provision of $1 million for the three months ended March 31, 2017.


9.	Earnings Per Share

Basic earnings per common share (“EPS”) is computed by dividing net income attributable to the common shareholders of the Company by the weighted-average number of common shares outstanding. Diluted EPS is computed in the same manner as basic EPS, except the number of shares is increased to include additional common shares that would have been outstanding if potential common shares with a dilutive effect had been issued. Potential common shares consist primarily of stock options and restricted performance shares calculated using the treasury stock method.

The calculation for basic and diluted EPS for the three months ended March 31 is as follows:



(in millions, except per share amounts)	2017		2016
Amounts attributable to S&P Global Inc. common shareholders:
Net income	$	399	$	294

Basic weighted-average number of common shares outstanding	258.2		265.0
Effect of stock options and other dilutive securities	2.6		2.2
Diluted weighted-average number of common shares outstanding	260.8		267.2

Earnings per share attributable to S&P Global Inc. common shareholders:
Net income:
Basic	$	1.54	$	1.11
Diluted	$	1.53	$	1.10

We have certain stock options and restricted performance shares that are potentially excluded from the computation of diluted EPS. The effect of the potential exercise of stock options is excluded when the average market price of our common stock is lower than the exercise price of the related option during the period or when a net loss exists because the effect would have been antidilutive. Additionally, restricted performance shares are excluded because the necessary vesting conditions had not been met or when a net loss exists. For the three months ended March 31, 2017, there were no stock options excluded, and for the three months ended March 31, 2016, there were a minimal amount of stock options excluded. Restricted performance shares outstanding of 0.7 million and 0.9 million as of March 31, 2017 and 2016, respectively, were excluded.


10.	Restructuring

During 2016, we continued to evaluate our cost structure and further identified cost savings associated with streamlining our management structure and our decision to exit non-strategic businesses. The resulting restructuring plan consisted of a company-wide workforce reduction of approximately 230 positions and is further detailed below. The charges for the restructuring plan are classified as selling and general expenses within the consolidated statements of income and the reserves are included in other current liabilities in the consolidated balance sheets.

In certain circumstances, reserves are no longer needed because of efficiencies in carrying out the plans or because employees previously identified for separation resigned from the Company and did not receive severance or were reassigned due to circumstances not foreseen when the original plans were initiated. In these cases, we reverse reserves through the consolidated statements of income during the period when it is determined they are no longer needed.

The initial restructuring charge recorded and the ending reserve balance as of March 31, 2017 by segment is as follows:



	2016 Restructuring Plans
(in millions)	Initial Charge Recorded		Ending Reserve Balance
Ratings	$	14	$	8
Market and Commodities Intelligence	10		5
Indices	1		1
Corporate	5		3
Total	$	30	$	17

The ending reserve balance for the 2016 restructuring plan was $23 million as of December 31, 2016. For the three months ended March 31, 2017, we have reduced the reserve for the 2016 restructuring plan by $6 million. The reductions primarily related to cash payments for employee severance costs.


11.	Segment and Related Information

We have three reportable segments: Ratings, Market and Commodities Intelligence and Indices. Our Chief Executive Officer is our chief operating decision-maker and evaluates performance of our segments and allocates resources based primarily on operating profit. Segment operating profit does not include unallocated expense or interest expense as these are costs that do not affect the operating results of our segments.

A summary of operating results by segment for the three months ended March 31 is as follows:



	2017						2016
(in millions)	Revenue			Operating Profit			Revenue			Operating Profit
Ratings ¹	$	714		$	376		$	552		$	262
Market and Commodities Intelligence ²	593			186			661			183
Indices ³	171			115			151			101
Intersegment elimination ⁴	(25		)	—			(23		)	—
Total operating segments	1,453			677			1,341			546
Unallocated expense	—			(29		)	—			(34		)
Total	$	1,453		$	648		$	1,341		$	512


¹	Operating profit for 2017 includes legal settlement expenses of $2 million. Operating profit for 2016 includes a benefit related to net legal settlement insurance recoveries of $12 million. Operating profit for 2017 and 2016 also includes amortization of intangibles from acquisitions of $1 million.


²	Operating profit for 2017 includes non-cash acquisition and disposition-related adjustments of $15 million. Operating profit for 2016 includes a technology-related impairment charge of $24 million and disposition-related costs of $3 million. Operating profit for 2017 and 2016 also includes amortization of intangibles from acquisitions of $22 million.


³	Operating profit for 2017 and 2016 includes amortization of intangibles from acquisitions of $1 million.


⁴	Revenue for Ratings and expenses for Market and Commodities Intelligence include an intersegment royalty charged to Market and Commodities Intelligence for the rights to use and distribute content and data developed by Ratings.

The following provides revenue by geographic region for the three months ended March 31:



(in millions)	2017		2016
U.S.	$	891	$	840
European region	346		297
Asia	132		137
Rest of the world	84		67
Total	$	1,453	$	1,341

See Note 2 — Acquisitions and Divestitures for additional actions that impacted the segment operating results.


12.	Commitments and Contingencies

Related Party Agreements

In June of 2012, we entered into a new license agreement (the "License Agreement") with the holder of S&P Dow Jones Indices LLC noncontrolling interest, CME Group, which replaced the 2005 license agreement between Indices and CME Group. Under the terms of the License Agreement, S&P Dow Jones Indices LLC receives a share of the profits from the trading and clearing of CME Group's equity index products. During the three months ended March 31, 2017, S&P Dow Jones Indices LLC earned $18 million of revenue under the terms of the License Agreement. The entire amount of this revenue is included in our consolidated statement of income and the portion related to the 27% noncontrolling interest is removed in net income attributable to noncontrolling interests.

Legal & Regulatory Matters

In the normal course of business both in the United States and abroad, the Company and its subsidiaries are defendants in a number of legal proceedings and are often the subject of government and regulatory proceedings, investigations and inquiries. Many of these proceedings, investigations and inquiries relate to the ratings activity of S&P Global Ratings brought by issuers and alleged purchasers of rated securities. In addition, various government and self-regulatory agencies frequently make inquiries and conduct investigations into our compliance with applicable laws and regulations, including those related to ratings activities and antitrust matters. Any of these proceedings, investigations or inquiries could ultimately result in adverse judgments, damages, fines, penalties or activity restrictions, which could adversely impact our consolidated financial condition, cash flows, business or competitive position.

The Company believes that it has meritorious defenses to the pending claims and potential claims in the matters described below and is diligently pursuing these defenses, and in some cases working to reach an acceptable negotiated resolution. However, in view of the uncertainty inherent in litigation and government and regulatory enforcement matters, we cannot predict the eventual outcome of these matters or the timing of their resolution, or in most cases reasonably estimate what the eventual judgments, damages, fines, penalties or impact of activity restrictions may be. As a result, we cannot provide assurance that the outcome of the matters described below will not have a material adverse effect on our consolidated financial condition, cash flows, business or competitive position. As litigation or the process to resolve pending matters progresses, as the case may be, we will continue to review the latest information available and assess our ability to predict the outcome of such matters and the effects, if any, on our consolidated financial condition, cash flows, business and competitive position, which may require that we record liabilities in the consolidated financial statements in future periods.

With respect to the matters identified below, we have recognized a liability when both (a) information available indicates that it is probable that a liability has been incurred as of the date of these financial statements and (b) the amount of loss can reasonably be estimated.

S&P Global Ratings

Financial Crisis Litigation

The Company and its subsidiaries continue to defend civil cases brought by private and public plaintiffs arising out of ratings activities prior to and during the global financial crisis of 2008-2009. Included in these civil cases are seven lawsuits in Australia against the Company and Standard & Poor’s International, LLC relating to alleged investment losses in collateralized debt obligations (“CDOs”) rated by S&P Global Ratings. Discovery in certain of these cases, including the Australia matters, is ongoing. We can provide no assurance that we will not be obligated to pay significant amounts in order to resolve these matters on terms deemed acceptable.

U.S. Securities and Exchange Commission

As a nationally recognized statistical rating organization registered with the SEC under Section 15E of the Securities Exchange Act of 1934, S&P Global Ratings is in ongoing communication with the staff of the SEC regarding compliance with its extensive obligations under the federal securities laws. Although S&P Global Ratings seeks to promptly address any compliance issues that it detects or that the staff of the SEC raises, there can be no assurance that the SEC will not seek remedies against S&P Global Ratings for one or more compliance deficiencies.

Trani Prosecutorial Proceeding

In 2014, the prosecutor in the Italian city of Trani obtained criminal indictments against several current and former S&P Global Ratings managers and ratings analysts for alleged market manipulation, and against Standard & Poor’s Credit Market Services Europe under Italy’s vicarious liability statute, for having allegedly failed to properly supervise the ratings analysts and prevent them from committing market manipulation. The prosecutor’s theories were based on various actions by S&P Global Ratings taken with respect to Italian sovereign debt between May of 2011 and January of 2012. Trial commenced in February of 2015, and on March 30, 2017, the court in Trani issued an oral verdict acquitting each of the individual defendants and Standard & Poor’s Credit Market Services Europe of all charges. The court will issue a written opinion supporting the verdict, and the prosecutor will then have the right to appeal. If the prosecutor appeals and the verdict is reversed, a conviction could result in criminal penalties , as well as civil damages claims and other sanctions against Standard & Poor’s Credit Market Services Europe or the Company. Such claims and sanctions cannot be quantified at this stage.

Shareholder Derivative Actions

In August of 2015, two purported shareholders commenced a putative derivative action on behalf of the Company in New York State Supreme Court titled Retirement Plan for General Employees of the City of North Miami Beach and Robin Stein v. Harold McGraw III, et al. The complaint asserts claims for, inter alia, breach of fiduciary duty, waste of corporate assets, and mismanagement against the board of directors, certain former directors of the Company, and three former S&P Global Ratings employees. Plaintiffs seek recovery from the defendants based primarily on allegations that S&P Global Ratings’ credit ratings practices for certain residential mortgage-backed securities and collateralized debt obligations misrepresented the credit risks of those securities, allegedly resulting in losses to the Company. The Company and the individual defendants filed motions to dismiss the complaint in October of 2015. Plaintiffs filed an opposition in December of 2015, and the Company and the individual defendants filed their reply briefs in January of 2016.

In January of 2016, a different purported shareholder commenced a separate putative derivative action on behalf of the Company in New York State Supreme Court titled L.A. Grika v. Harold McGraw III, et al. The allegations in the complaint are substantially similar to those in the North Miami Beach matter described above. The complaint asserts claims for, inter alia, breach of fiduciary duty, aiding and abetting breaches of fiduciary duty, unjust enrichment, contribution and indemnification against Harold McGraw III, Douglas L. Peterson, and nine former S&P Global Ratings employees. The case was transferred to the judge presiding over the North Miami Beach action. The Company and the individual defendants filed motions to dismiss the Grika complaint in May of 2016. Plaintiffs filed an opposition in June of 2016, and the Company and the individual defendants filed their reply briefs in July of 2016.

In December 2016, the court issued two orders granting the motions to dismiss in both the North Miami Beach and the Grika matters. In January 2017, the plaintiffs in the North Miami Beach and Grika matters filed notices of appeal of the court’s dismissal of those actions.


13.	Recently Issued or Adopted Accounting Standards

In March of 2017, FASB issued guidance to enhance the presentation of net periodic pension cost and net periodic postretirement benefit cost. The guidance requires employers to report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period, and requires the other components of net periodic pension cost and net periodic postretirement benefit cost to be presented in the income statement separately from the service cost component outside a subtotal of income from operations, if one is presented. Additionally, only the service cost component is eligible for capitalization, when applicable. The guidance is effective for reporting periods beginning after December 15, 2017; however, early adoption is permitted. We are currently assessing the impact of this guidance on our consolidated financial statements.

In January of 2017, the FASB issued guidance that simplifies the subsequent measurement of goodwill and eliminates Step 2 from the goodwill impairment test. Under the new guidance, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The guidance is effective for reporting periods beginning after December 15, 2019; however, early adoption is permitted. We do not expect this guidance to have a significant impact on our consolidated financial statements.

In January of 2017, the FASB issued guidance that clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The guidance is effective for reporting periods beginning after December 15, 2017. We do not expect this guidance to have a significant impact on our consolidated financial statements.

In August of 2016, the FASB issued guidance providing amendments to eight specific statement of cash flows classification issues. The guidance is effective for reporting periods beginning after December 15, 2017; however, early adoption is permitted. We do not expect this guidance to have a significant impact on our consolidated financial statements.

In March of 2016, the FASB issued guidance to modify several aspects of accounting for share-based payment transactions, including the accounting for income taxes, forfeitures, statutory tax withholding requirements, as well as classification in the statement of cash flows. This guidance requires recognizing excess tax benefits and deficiencies as income tax expense or benefit in the statement of income, instead of in equity. The guidance was effective on January 1, 2017 and was adopted as follows: 1) prospectively for the recognition of excess tax benefits and deficiencies in the tax provision, 2) retrospectively for the classification of excess tax benefits and deficiencies in the statement of cash flows, and 3) retrospectively for the classification of cash paid for shares withheld to satisfy employee taxes in the statement of cash flows. For the three months ended March 31, 2017, excess tax benefits from share-based payments of $11 million were recognized as an income tax benefit in our consolidated statements of income and classified as an operating activity in our consolidated statements of cash flows. For the three months ended March 31, 2016, we reclassified $6 million of excess tax benefits from share-based payments from a financing activity to an operating activity in our consolidated statements of cash flows. In addition, cash paid for shares withheld on the employees' behalf of $44 million was classified as a financing activity in our consolidated statements of cash flows for the three months ended March 31, 2017. Cash paid for employee taxes of $46 million was reclassified from an operating activity to a financing activity in our consolidated statements of cash flows for the three months ended March 31, 2016.

In February of 2016, the FASB issued guidance that amends accounting for leases. Under the new guidance, a lessee will recognize assets and liabilities but will recognize expenses similar to current lease accounting. The guidance is effective for reporting periods beginning after December 15, 2018; however early adoption is permitted. The new guidance must be adopted using a modified retrospective approach to each prior reporting period presented with various optional practical expedients. We are currently evaluating the impact of the adoption of this guidance on our consolidated financial statements.

In January of 2016, the FASB issued guidance to enhance the reporting model for financial instruments, which includes amendments to address certain aspects of recognition, measurement, presentation and disclosure. The guidance is effective for reporting periods beginning after December 15, 2017. We do not expect this guidance to have a significant impact on our consolidated financial statements.

In May of 2014, the FASB and the International Accounting Standards Board (“IASB”) issued jointly a converged standard on the recognition of revenue from contracts with customers, which is intended to improve the financial reporting of revenue and comparability of the top line in financial statements globally. The core principle of the new standard is for the recognition of revenue to depict the transfer of goods or services to customers in amounts that reflect the payment to which the company expects to be entitled in exchange for those goods or services. The new standard will also result in enhanced revenue disclosures, provide guidance for transactions that were not previously addressed comprehensively and improve guidance for multiple-element arrangements. In August of 2015, the FASB issued guidance deferring the effective date of the new revenue standard by one year. Subsequently, the FASB issued implementation guidance related to the new revenue standard, including the following: In March of 2016, the FASB issued guidance to clarify the implementation guidance on principal versus agent considerations; in April of 2016, the FASB clarified guidance on performance obligations and the licensing implementation guidance; in May of 2016, the FASB issued a practical expedient in response to identified implementation issues. The new guidance will be effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. We are currently anticipating using the modified retrospective transition method and evaluating the impact that the adoption of these updates will have on our consolidated financial statements. We are also in the process of evaluating potential changes to our accounting policies, business processes, systems and internal controls to support the recognition and disclosure requirements under the new standard. At this point, we believe the new standard will have an impact on: 1) the accounting for certain long-term deferred revenue in our Ratings segment which may contain a financing component, 2) the timing of revenue recognized in our Market and Commodities Intelligence segment for long-term contracts with price escalations, and 3) the accounting for fees for historical data in our Market and Commodities Intelligence segment currently recognized over the term of a subscription. We do not expect these changes to have a significant impact on our consolidated financial statements.


14.	Condensed Consolidating Financial Statements

On September 22, 2016, we issued $500 million of 2.95% senior notes due in 2027. On May 26, 2015, we issued $700 million of 4.0% senior notes due in 2025. On August 18, 2015, we issued $2.0 billion of senior notes, consisting of $400 million of 2.5% senior notes due in 2018, $700 million of 3.3% senior notes due in 2020 and $900 million of 4.4% senior notes due in 2026. See Note 4 — Debt for additional information.

The senior notes described above are fully and unconditionally guaranteed by Standard & Poor's Financial Services LLC, a 100% owned subsidiary of the Company. The following condensed consolidating financial statements present the results of operations, financial position and cash flows of S&P Global Inc., Standard & Poor's Financial Services LLC, and the Non-Guarantor Subsidiaries of S&P Global Inc. and Standard & Poor's Financial Services LLC, and the eliminations necessary to arrive at the information for the Company on a consolidated basis.



	Statement of Income
	Three Months Ended March 31, 2017
	(Unaudited)
(in millions)	S&P Global Inc.			Standard & Poor's Financial Services LLC			Non-Guarantor Subsidiaries			Eliminations			S&P Global Inc. Consolidated
Revenue	$	180		$	438		$	867		$	(32	)	$	1,453
Expenses:
Operating-related expenses	31			119			293			(32		)	411
Selling and general expenses	20			88			243			—			351
Depreciation	7			3			9			—			19
Amortization of intangibles	—			—			24			—			24
Total expenses	58			210			569			(32		)	805
Operating profit	122			228			298			—			648
Interest expense (income), net	39			—			(2		)	—			37
Non-operating intercompany transactions	82			(19		)	(901		)	838			—
Income before taxes on income	1			247			1,201			(838		)	611
(Benefit) provision for taxes on income	(11		)	99			93			—			181
Equity in net income of subsidiaries	1,224			—			—			(1,224		)	—
Net income	$	1,236		$	148		$	1,108		$	(2,062	)	$	430
Less: net income attributable to noncontrolling interests	—			—			—			(31		)	(31		)
Net income attributable to S&P Global Inc.	$	1,236		$	148		$	1,108		$	(2,093	)	$	399
Comprehensive income	$	1,238		$	147		$	1,147		$	(2,064	)	$	468



	Statement of Income
	Three Months Ended March 31, 2016
	(Unaudited)
(in millions)	S&P Global Inc.		Standard & Poor's Financial Services LLC			Non-Guarantor Subsidiaries			Eliminations			S&P Global Inc. Consolidated
Revenue	$	171	$	342		$	859		$	(31	)	$	1,341
Expenses:
Operating-related expenses	22		139			323			(31		)	453
Selling and general expenses	21		35			278			—			334
Depreciation	9		2			7			—			18
Amortization of intangibles	—		—			24			—			24
Total expenses	52		176			632			(31		)	829
Operating profit	119		166			227			—			512
Interest expense (income), net	42		—			(2		)	—			40
Non-operating intercompany transactions	74		(5		)	(497		)	428			—
Income before taxes on income	3		171			726			(428		)	472
Provision for taxes on income	—		57			92			—			149
Equity in net income of subsidiaries	791		71			—			(862		)	—
Net income	$	794	$	185		$	634		$	(1,290	)	$	323
Less: net income attributable to noncontrolling interests	—		—			—			(29		)	(29		)
Net income attributable to S&P Global Inc.	$	794	$	185		$	634		$	(1,319	)	$	294
Comprehensive income	$	802	$	185		$	646		$	(1,290	)	$	343



	Balance Sheet
	March 31, 2017
	(Unaudited)
(in millions)	S&P Global Inc.			Standard & Poor's Financial Services LLC			Non-Guarantor Subsidiaries			Eliminations			S&P Global Inc. Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	627		$	—		$	1,784		$	—		$	2,411
Accounts receivable, net of allowance for doubtful accounts	129			188			791			—			1,108
Intercompany receivable	2,737			3,287			1,913			(7,937		)	—
Prepaid and other current assets	63			(1		)	83			(1		)	144
Total current assets	3,556			3,474			4,571			(7,938		)	3,663
Property and equipment, net of accumulated depreciation	150			1			114			—			265
Goodwill	261			—			2,690			9			2,960
Other intangible assets, net	—			—			1,474			—			1,474
Investments in subsidiaries	5,970			5			8,663			(14,638		)	—
Intercompany loans receivable	17			—			1,503			(1,520		)	—
Other non-current assets	148			26			118			—			292
Total assets	$	10,102		$	3,506		$	19,133		$	(24,087	)	$	8,654
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	56		$	14		$	92		$	—		$	162
Intercompany payable	4,379			2,392			1,166			(7,937		)	—
Accrued compensation and contributions to retirement plans	86			22			97			—			205
Income taxes currently payable	163			—			80			—			243
Unearned revenue	279			215			1,016			—			1,510
Other current liabilities	129			12			208						349
Total current liabilities	5,092			2,655			2,659			(7,937		)	2,469
Long-term debt	3,565			—			—			—			3,565
Intercompany loans payable	11			—			1,509			(1,520		)	—
Pension and other postretirement benefits	194			—			77			—			271
Other non-current liabilities	56			71			299			(1		)	425
Total liabilities	8,918			2,726			4,544			(9,458		)	6,730
Redeemable noncontrolling interest	—			—			—			1,080			1,080
Equity:
Common stock	412			—			2,386			(2,386		)	412
Additional paid-in capital	(218		)	583			11,308			(11,203		)	470
Retained income	10,148			197			1,388			(2,224		)	9,509
Accumulated other comprehensive loss	(291		)	—			(486		)	42			(735		)
Less: common stock in treasury	(8,867		)	—			(8		)	8			(8,867		)
Total equity - controlling interests	1,184			780			14,588			(15,763		)	789
Total equity - noncontrolling interests	—			—			1			54			55
Total equity	1,184			780			14,589			(15,709		)	844
Total liabilities and equity	$	10,102		$	3,506		$	19,133		$	(24,087	)	$	8,654



	Balance Sheet
	December 31, 2016
(in millions)	S&P Global Inc.			Standard & Poor's Financial Services LLC			Non-Guarantor Subsidiaries			Eliminations			S&P Global Inc. Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	711		$	—		$	1,681		$	—		$	2,392
Accounts receivable, net of allowance for doubtful accounts	138			131			853			—			1,122
Intercompany receivable	(165		)	837			870			(1,542		)	—
Prepaid and other current assets	77			2			79			(1		)	157
Total current assets	761			970			3,483			(1,543		)	3,671
Property and equipment, net of accumulated depreciation	159			1			111			—			271
Goodwill	261			—			2,679			9			2,949
Other intangible assets, net	—			—			1,506			—			1,506
Investments in subsidiaries	5,464			680			7,826			(13,970		)	—
Intercompany loans receivable	17			—			1,354			(1,371		)	—
Other non-current assets	134			24			114			—			272
Total assets	$	6,796		$	1,675		$	17,073		$	(16,875	)	$	8,669
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	73		$	22		$	88		$	—		$	183
Intercompany payable	1,324			40			177			(1,541		)	—
Accrued compensation and contributions to retirement plans	129			69			211			—			409
Income taxes currently payable	43			—			52			—			95
Unearned revenue	273			191			1,045			—			1,509
Other current liabilities	165			(51		)	301			—			415
Total current liabilities	2,007			271			1,874			(1,541		)	2,611
Long-term debt	3,564			—			—			—			3,564
Intercompany loans payable	11			—			1,360			(1,371		)	—
Pension and other postretirement benefits	196			—			78			—			274
Other non-current liabilities	52			74			314			(1		)	439
Total liabilities	5,830			345			3,626			(2,913		)	6,888
Redeemable noncontrolling interest	—			—			—			1,080			1,080
Equity:
Common stock	412			—			2,460			(2,460		)	412
Additional paid-in capital	(174		)	1,154			10,485			(10,963		)	502
Retained income	9,721			176			1,034			(1,721		)	9,210
Accumulated other comprehensive loss	(292		)	—			(525		)	44			(773		)
Less: common stock in treasury	(8,701		)	—			(7		)	7			(8,701		)
Total equity - controlling interests	966			1,330			13,447			(15,093		)	650
Total equity - noncontrolling interests	—			—			—			51			51
Total equity	966			1,330			13,447			(15,042		)	701
Total liabilities and equity	$	6,796		$	1,675		$	17,073		$	(16,875	)	$	8,669



	Statement of Cash Flows
	Three Months Ended March 31, 2017
	(Unaudited)
(in millions)	S&P Global Inc.			Standard & Poor's Financial Services LLC			Non-Guarantor Subsidiaries			Eliminations			S&P Global Inc. Consolidated
Operating Activities:
Net income	$	1,236		$	148		$	1,108		$	(2,062	)	$	430
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation	7			3			9			—			19
Amortization of intangibles	—			—			24			—			24
Provision for losses on accounts receivable	1			1			3			—			5
Deferred income taxes	(1		)	—			—			—			(1		)
Stock-based compensation	7			4			8			—			19
Other	6			—			8			—			14
Changes in operating assets and liabilities, net of effect of acquisitions and dispositions:
Accounts receivable	8			(59		)	63			—			12
Prepaid and other current assets	8			3			(2		)	—			9
Accounts payable and accrued expenses	(61		)	12			(186		)	—			(235		)
Unearned revenue	5			25			(36		)	—			(6		)
Accrued legal settlements	—			(1		)	—			—			(1		)
Other current liabilities	(35		)	(3		)	(20		)	—			(58		)
Net change in prepaid/accrued income taxes	123			—			23			—			146
Net change in other assets and liabilities	(6		)	(4		)	(14		)	—			(24		)
Cash provided by operating activities	1,298			129			988			(2,062		)	353
Investing Activities:
Capital expenditures	(4		)	(4		)	(15		)	—			(23		)
Acquisitions, net of cash acquired	—			—			(1		)	—			(1		)
Proceeds from dispositions	—			—			2			—			2
Cash used for investing activities	(4		)	(4		)	(14		)	—			(22		)
Financing Activities:
Dividends paid to shareholders	(106		)	—			—			—			(106		)
Dividends and other payments paid to noncontrolling interests	—			—			(24		)	—			(24		)
Repurchase of treasury shares	(201		)	—			—			—			(201		)
Exercise of stock options	29			—						—			29
Employee withholding tax on share-based payments	(44		)	—						—			(44		)
Intercompany financing activities	(1,056		)	(125		)	(881		)	2,062			—
Cash used for financing activities	(1,378		)	(125		)	(905		)	2,062			(346		)
Effect of exchange rate changes on cash from continuing operations	—			—			34			—			34
Net change in cash and cash equivalents	(84		)	—			103			—			19
Cash and cash equivalents at beginning of period	711			—			1,681			—			2,392
Cash and cash equivalents at end of period	$	627		$	—		$	1,784		$	—		$	2,411



	Statement of Cash Flows
	Three Months Ended March 31, 2016
	(Unaudited)
(in millions)	S&P Global Inc.			Standard & Poor's Financial Services LLC			Non-Guarantor Subsidiaries			Eliminations			S&P Global Inc. Consolidated
Operating Activities:
Net income	$	794		$	185		$	634		$	(1,290	)	$	323
Adjustments to reconcile net income to cash provided by (used for) operating activities:
Depreciation	9			2			7			—			18
Amortization of intangibles	—			—			24			—			24
Provision for losses on accounts receivable	—			1			2			—			3
Deferred income taxes	(1		)	—			—			—			(1		)
Stock-based compensation	4			3			7			—			14
Other	3			3			25			—			31
Changes in operating assets and liabilities, net of effect of acquisitions and dispositions:
Accounts receivable	(7		)	153			(153		)	—			(7		)
Prepaid and other current assets	5			(3		)	(14		)	—			(12		)
Accounts payable and accrued expenses	(52		)	(89		)	(96		)	—			(237		)
Unearned revenue	15			(374		)	398			—			39
Accrued legal settlements	—			(108		)	—			—			(108		)
Other current liabilities	(10		)	(19		)	53			—			24
Net change in prepaid/accrued income taxes	104			—			1			—			105
Net change in other assets and liabilities	(17		)	30			(44		)	—			(31		)
Cash provided by (used for) operating activities	847			(216		)	844			(1,290		)	185
Investing Activities:
Capital expenditures	(4		)	(4		)	(8		)	—			(16		)
Acquisitions, net of cash acquired	—			—			(7		)	—			(7		)
Changes in short-term investments	—			—			(1		)	—			(1		)
Cash used for investing activities	(4		)	(4		)	(16		)	—			(24		)
Financing Activities:
Additions to short-term debt, net	329			—			—			—			329
Dividends paid to shareholders	(96		)	—			—			—			(96		)
Dividends and other payments paid to noncontrolling interests	—			—			(33		)	—			(33		)
Repurchase of treasury shares	(226		)	—			—			—			(226		)
Exercise of stock options	31			—			—			—			31
Employee withholding tax on share-based payments	(46		)	—			—			—			(46		)
Intercompany financing activities	(838		)	220			(672		)	1,290			—
Cash (used for) provided by financing activities	(846		)	220			(705		)	1,290			(41		)
Effect of exchange rate changes on cash from continuing operations	7			—			(8		)	—			(1		)
Net change in cash and cash equivalents	4			—			115			—			119
Cash and cash equivalents at beginning of period	167			—			1,314			—			1,481
Cash and cash equivalents at end of period	$	171		$	—		$	1,429		$	—		$	1,600

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Unaudited)

The following Management's Discussion and Analysis (“MD&A”) provides a narrative of the results of operations and financial condition of S&P Global Inc. (together with its consolidated subsidiaries, "S&P Global," the “Company,” “we,” “us” or “our”) for the three months ended March 31, 2017. The MD&A should be read in conjunction with the consolidated financial statements, accompanying notes and MD&A included in our Form 10-K for the year ended December 31, 2016 (our “Form 10-K”), which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The MD&A includes the following sections:


•	Overview


•	Results of Operations — Comparing the Three Months Ended March 31, 2017 and 2016


•	Liquidity and Capital Resources


•	Reconciliation of Non-GAAP Financial Information


•	Critical Accounting Estimates


•	Recently Issued or Adopted Accounting Standards


•	Forward-Looking Statements

OVERVIEW

We are a leading provider of transparent and independent ratings, benchmarks, analytics and data to the capital and commodity markets worldwide.

Our operations consist of three reportable segments: Ratings, Market and Commodities Intelligence and S&P Dow Jones Indices ("Indices").


•	Ratings is an independent provider of credit ratings, research and analytics, offering investors and other market participants information, ratings and benchmarks.

•


•	Indices is a global index provider that maintains a wide variety of valuation and index benchmarks for investment advisors, wealth managers and institutional investors.

Key results for the periods ended March 31 are as follows:



(in millions, except per share amounts)	2017			2016			% Change 1
Revenue	$	1,453		$	1,341		8%
Operating profit ²	$	648		$	512		27%
Operating margin %	45		%	38		%
Diluted earnings per share from net income	$	1.53		$	1.10		39%


¹	% changes in the tables throughout the MD&A are calculated off of the actual number, not the rounded number presented.

2017 includes non-cash acquisition and disposition-related adjustments of $15 million and legal settlement expenses of $2 million. 2016 includes a benefit related to net legal settlement insurance recoveries of $12 million, a technology-related impairment charge of $24 million, and disposition-related costs of $3 million. 2017 and 2016 also includes amortization of intangibles from acquisitions of $24 million.

Revenue increased 8% driven by increases at Ratings and Indices, partially offset by a decrease at Market and Commodities Intelligence. The increase at Ratings was primarily due to growth in corporate bond ratings revenue and U.S. bank loan ratings revenue. Revenue growth at Indices was primarily due to higher levels of assets under management ("AUM") for ETFs and mutual funds, partially offset by lower volumes for exchange-traded derivatives. The decrease at Market and Commodities Intelligence was primarily due to the disposition of non-core businesses in 2016, partially offset by annualized contract value growth in the S&P Global Market Intelligence Desktop and Global Risk Services products and continued demand for Platts’ proprietary content at S&P Global Platts.

Operating profit increased 27%. Excluding the unfavorable impact of higher net legal settlement insurance recoveries in 2016 of 7 percentage points, non-cash acquisition and disposition-related adjustments of 9 percentage points, partially offset by the favorable impact of a technology-related impairment charge in 2016 of 16 percentage points and disposition-related costs in 2016 of 2 percentage points, operating profit increased 25%. This increase was primarily due to revenue growth at Ratings and Indices as discussed above, partially offset by higher compensation costs due to additional headcount and increased incentive costs.

Outlook

We are a leading provider of transparent and independent ratings, benchmarks, analytics and data to the capital and commodity markets worldwide. Our purpose is to provide the intelligence that is essential for companies, governments and individuals to make decisions with conviction. We seek to deliver on this purpose within the framework of our core values of integrity, excellence and relevance.

With the successful completion of our Growth and Performance Plan, we are aligning our efforts against two key strategic priorities, growth and excellence. We strive to deliver on our strategic priorities in the following four categories by:

Financial


•	Delivering strong financial performance and long-term value to our shareholders.

Growth


•	Engaging with the world around us;


•	Investing to meet customer needs in high growth areas; and


•	Expanding in international markets.

Excellence


•	Embracing operational excellence in all that we do; and


•	Accelerating digital transformation and stimulating innovation.

Talent


•	Enhancing leadership and accountability.

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.

RESULTS OF OPERATIONS — COMPARING THE THREE MONTHS ENDED MARCH 31, 2017 AND 2016

Consolidated Review



(in millions)	2017			2016			% Change
Revenue	$	1,453		$	1,341		8%
Total Expenses:
Operating-related expenses	411			453			(9)%
Selling and general expenses	351			334			5%
Depreciation and amortization	43			42			1%
Total expenses	805			829			(3)%
Operating profit	648			512			27%
Interest expense, net	37			40			(8)%
Provision for taxes on income	181			149			21%
Net income	430			323			33%
Less: net income attributable to noncontrolling interests	(31		)	(29		)	10%
Net income attributable to S&P Global Inc.	$	399		$	294		35%

Revenue

The following table provides consolidated revenue information for the periods ended March 31:



(in millions)	2017			2016			% Change
Revenue	$	1,453		$	1,341		8%

Subscription / Non-transaction revenue	$	887		$	881		1%
Asset linked fees	$	108		$	86		26%
Non-subscription / Transaction revenue	$	458		$	374		23%
% of total revenue:
Subscription / Non-transaction revenue	61		%	66		%
Asset linked fees	7		%	6		%
Non-subscription / Transaction revenue	32		%	28		%

U.S. revenue	$	891		$	840		6%
International revenue:
European region	346			297			16%
Asia	132			137			(3)%
Rest of the world	84			67			25%
Total international revenue	$	562		$	501		12%
% of total revenue:
U.S. revenue	61		%	63		%
International revenue	39		%	37		%

Subscription / non-transaction revenue increased 1% primarily from growth in S&P Global Market Intelligence's average contract values, continued demand for Platts’ proprietary content and an increase in surveillance fees at Ratings, partially offset by the unfavorable impact of the disposition of non-core businesses in 2016. Asset linked fees increased 26% due to the impact of higher AUM for ETFs and mutual funds. Non-subscription / transaction revenue increased 23% primarily due to an increase in corporate bond ratings revenue and U.S. bank loan ratings revenue at Ratings, partially offset by the unfavorable impact of the disposition of non-core businesses in 2016. See “Segment Review” below for further information.

The unfavorable impact of foreign exchange rates reduced 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 three months ended March 31:



(in millions)	2017					2016					% Change
	Operating- related expenses			Selling and general expenses		Operating- related expenses			Selling and general expenses		Operating- related expenses	Selling and general expenses
Ratings ¹	$	199		$	130	$	192		$	90	4%	44%
Market and Commodities Intelligence ²	197			180		250			198		(21)%	(9)%
Indices	40			13		34			14		17%	(1)%
Intersegment eliminations ³	(25		)	—		(23		)	—		(7)%	N/M
Total segments	411			323		453			302		(9)%	7%
Corporate	—			28		—			32		N/M	(14)%
Total	$	411		$	351	$	453		$	334	(9)%	5%

N/M - not meaningful


¹	In 2017, selling and general expenses include legal settlement expenses of $2 million. In 2016, selling and general expenses include a benefit related to net legal settlement insurance recoveries of $12 million.


²	In 2017, selling and general expenses include non-cash acquisition and disposition-related adjustments of $15 million. In 2016, selling and general expenses include a technology-related impairment charge of $24 million and disposition-related costs of $3 million.


³	Intersegment eliminations relate to a royalty charged to Market and Commodities Intelligence for the rights to use and distribute content and data developed by Ratings.

Operating-Related Expenses

Operating-related expenses decreased 9%. The decrease at Market and Commodities Intelligence was due to the disposition of non-core businesses in 2016. This decrease was partially offset by increases at Ratings and Indices due to higher compensation costs related to increased incentive costs and additional headcount.

Intersegment eliminations primarily relate to a royalty charged to Market and Commodities Intelligence for the rights to use and distribute content and data developed by Ratings.

Selling and General Expenses

Selling and general expenses increased 5%. Excluding the unfavorable impact of higher net legal settlement insurance recoveries in 2016 of 3 percentage points, non-cash acquisition and disposition-related adjustments of 3 percentage points, partially offset by the favorable impact of a technology-related impairment charge in 2016 of 5 percentage points and disposition-related costs in 2016 of 1 percentage point, selling and general expenses increased 5%. The increase at Ratings was due to higher compensation costs related to increased incentive costs and additional headcount. This increase was partially offset by a decrease at Market and Commodities Intelligence due to the disposition of non-core businesses in 2016.

Depreciation and Amortization

Depreciation and amortization remained relatively unchanged compared to the first quarter of 2016, increasing 1%.

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 “segment operating profit” with economic resources allocated primarily based on segment operating profit. Segment operating profit is defined as operating profit before unallocated expense. Segment operating profit is one of the key metrics we use to evaluate operating performance. 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 three months ended March 31:



(in millions)	2017			2016			% Change
Ratings ¹	$	376		$	262		43%
Market and Commodities Intelligence ²	186			183			2%
Indices ³	115			101			14%
Total segment operating profit	677			546			24%
Unallocated expense	(29		)	(34		)	(13)%
Total operating profit	$	648		$	512		27%


¹	2017 includes legal settlement expenses of $2 million and 2016 includes a benefit related to net legal settlement insurance recoveries of $12 million. 2017 and 2016 also includes amortization of intangibles from acquisitions of $1 million.


²	2017 includes non-cash acquisition and disposition-related adjustments of $15 million. 2016 includes a technology-related impairment charge of $24 million and disposition-related costs of $3 million. 2017 and 2016 also includes amortization of intangibles from acquisitions of $22 million.


³	2017 and 2016 includes amortization of intangibles from acquisitions of $1 million.

Segment Operating Profit — Increased 24% as compared to the first quarter of 2016. Excluding the unfavorable impact of higher net legal settlement insurance recoveries in 2016 of 6 percentage points, non-cash acquisition and disposition-related adjustments of 8 percentage points, partially offset by the favorable impact of a technology-related impairment charge in 2016 of 13 percentage points and disposition-related costs in 2016 of 2 percentage points, segment operating profit increased 23%. This increase was

primarily due to revenue growth at Ratings and Indices as discussed above, partially offset by higher compensation costs due to additional headcount and increased incentive costs. See “Segment Review” below for further information.

Unallocated Expense — These expenses, included in selling and general expenses, mainly include costs for corporate center functions, select initiatives and unoccupied office space. Unallocated expense decreased $4 million or 13% as compared to the first quarter of 2016 primarily due to higher pension income in 2017.

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 businesses functional currency.

Interest Expense, net

Net interest expense decreased compared to the first quarter of 2016 primarily as a result of the favorable impact of lower interest rates on the $500 million of senior notes issued in 2016 compared to the $400 million senior notes that were repaid in 2016.

Provision for Income Taxes

Segment Review

Ratings

Ratings is an independent provider of credit ratings, research and analytics to investors, issuers and other market participants. 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 differentiates 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, and structured finance debt instruments;


•	bank loan ratings; and


•	corporate credit estimates, which are intended, based on an abbreviated analysis, to provide an indication of our opinion regarding creditworthiness of a company which does not currently have a Ratings credit rating.

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. Non-transaction revenue also includes an intersegment royalty charged to Market and Commodities Intelligence for the rights to use and distribute content and data developed by Ratings. Royalty revenue for the three months ended March 31, 2017 and March 31, 2016 was $24 million and $22 million, respectively.

The following table provides revenue and segment operating profit information for the three months ended March 31:



(in millions)	2017			2016			% Change
Revenue	$	714		$	552		29%

Non-transaction revenue	$	341		$	327		4%
Transaction revenue	$	373		$	225		65%
% of total revenue:
Non-transaction revenue	48		%	59		%
Transaction revenue	52		%	41		%

U.S. revenue	$	418		$	330		27%
International revenue	$	296		$	222		33%
% of total revenue:
U.S. revenue	59		%	60		%
International revenue	41		%	40		%

Operating profit ¹	$	376		$	262		43%
Operating margin %	53		%	47		%


¹	2017 includes legal settlement expenses of $2 million and 2016 includes a benefit related to net legal settlement insurance recoveries of $12 million. 2017 and 2016 also includes amortization of intangibles from acquisitions of $1 million.

Revenue increased 29%, which includes the unfavorable impact of foreign exchange rates that reduced revenue by 1 percentage point. Transaction revenue grew primarily due to an increase in corporate bond ratings revenue across all regions driven by strong high-yield corporate bond issuance and growth in U.S. bank loan ratings revenue. The increase in U.S. bank loan ratings revenue was driven largely by a combination of new issuance and repricing activity in the leveraged loan market. Revenue growth also benefited from increased contract realization. Non-transaction revenue grew due to an increase in surveillance fees and higher entity credit ratings revenue, partially offset by a decline in Ratings Evaluation Service ("RES") activity.

Operating profit increased 43%. Excluding the unfavorable impact of higher net insurance recoveries in 2016 of 7 percentage points, operating profit increased 50%. This increase is primarily due to revenue growth, partially offset by higher compensation costs related to increased incentive costs and additional headcount. Foreign exchange rates had an unfavorable impact on operating profit of 3 percentage points.

Market Issuance Volumes

We monitor market issuance volumes as an indicator of trends in transaction revenue streams within Ratings. Market issuance volumes noted within the discussion that follows are based on the domicile of the issuer. Issuance volumes can be reported in two ways: by “domicile” which is based on where an issuer is located or where the assets associated with an issue are located, or based on “marketplace” which is where the bonds are sold. The following tables depict changes in issuance levels as compared to the prior year, based on a composite of Thomson Financial, Harrison Scott Publications, Dealogic and Ratings' internal estimates.



	First Quarter Compared to Prior Year
Corporate Bond Issuance	U.S.	Europe	Global
High-yield issuance	115%	181%	172%
Investment grade	15%	(1)%	(7)%
Total new issue dollars — Corporate issuance	27%	10%	3%

•

Corporate Issuance in the U.S. and Europe was up in the quarter primarily driven by the increase in high-yield issuance reflecting the continued tightening of credit spreads. High-yield issuance comparisons in the quarter reflect low volumes experienced in the first quarter of 2016 due to market volatility driven mainly by weakness in China and commodity prices along with widening credit spreads due to the U.S. Federal Reserve's December 2015 interest rate increase.



	First Quarter Compared to Prior Year
Structured Finance	U.S.	Europe	Global
Asset-backed securities (“ABS”)	31%	(48)%	36%
Structured credit	312%	36%	207%
Commercial mortgage-backed securities (“CMBS”)	(36)%	146%	(33)%
Residential mortgage-backed securities (“RMBS”)	137%	(68)%	25%
Covered bonds	*	(16)%	(20)%
Total new issue dollars — Structured finance	57%	(21)%	16%


*	Represents no activity in 2017 and 2016.


•	ABS issuance was up in the U.S. driven primarily by an increase in credit card and student loan transactions. ABS issuance was down in Europe reflecting lower market volume.


•	Issuance was up in the U.S. and European Structured Credit markets driven by increased collateralized loan obligation ("CLO") refinancing engagements primarily due to overall market conditions.


•	CMBS issuance was down in the U.S. reflecting lower market volume. European CMBS issuance was up in the quarter, although from a low 2016 base.


•	RMBS volume was up in the U.S. driven by an increase in leveraged loan activity and down in Europe driven by one large issuance in 2016.


•	Covered bond (debt securities backed by mortgages or other high-quality assets that remain on the issuer's balance sheet) issuance in Europe was down due to the impact of central bank lending policies.

For a further discussion of the legal and regulatory environment see Note 12 – Commitments and Contingencies to the consolidated financial statements of this Form 10-Q.

Market and Commodities Intelligence

Market and Commodities Intelligence's portfolio of capabilities are designed to help the financial community track performance, generate better investment returns, identify new trading and investment ideas, perform risk analysis, develop mitigation strategies and provide high-value information to the commodity and energy markets that enable its customers to make better informed trading and business decisions.

Market and Commodities Intelligence includes the following business lines:


•	Desktop — a product suite that provides data, analytics and third-party research for global finance professionals, which includes the S&P Capital IQ and SNL Desktop products;


•	Enterprise Solutions — integrated bulk data feeds that can be customized, which includes Compustat and CUSIP;


•	Risk Services — commercial arm that sells Ratings' credit ratings and related data, analytics and research, which includes subscription-based offerings, RatingsDirect® and RatingsXpress®; and

•

S&P Global Platts — the leading independent provider of information and benchmark prices for the commodity and energy markets. S&P Global Platts provides essential price data, analytics, and industry insight that enable the commodity and energy markets to perform with greater transparency and efficiency. Additionally, S&P Global Platts generates revenue from licensing of our proprietary market price data and price assessments to commodity exchanges.

As of September 7, 2016, we completed the sale of J.D. Power and the results are included in Market and Commodities Intelligence through that date.

The following table provides revenue and segment operating profit information for the three months ended March 31:



(in millions)	2017			2016			% Change
Revenue	$	593		$	661		(10)%

Subscription revenue	$	540		$	547		(1)%
Non-subscription revenue	$	53		$	114		(53)%
% of total revenue:
Subscription revenue	91		%	83		%
Non-subscription revenue	9		%	17		%

U.S. revenue	$	343		$	396		(14)%
International revenue	$	250		$	265		(5)%
% of total revenue:
U.S. revenue	58		%	60		%
International revenue	42		%	40		%

Operating profit ¹	$	186		$	183		2%
Operating margin %	31		%	28		%


¹	2017 includes non-cash acquisition and disposition-related adjustments of $15 million. 2016 includes a technology-related impairment charge of $24 million and disposition-related costs of $3 million. 2017 and 2016 also includes amortization of intangibles from acquisitions of $22 million.

Revenue decreased 10% and was unfavorably impacted by 17 percentage points from the net impact of acquisitions and dispositions discussed below. Excluding these acquisitions and dispositions, revenue increased driven by growth in annualized contract values in the S&P Capital IQ and SNL Desktop products, RatingsXpress® and RatingsDirect®. The number of users and customers continued to grow for each of these products in the quarter. Additionally, strength in S&P Global Platts' proprietary content due to continued demand for market data and price assessment products, led by petroleum, contributed to revenue growth. Both domestic and international revenue decreased in the quarter due to the unfavorable impact of the dispositions discussed below. Revenue was favorably impacted by the acquisitions of RigData and PIRA Energy Group ("PIRA") in June of 2016 and September of 2016, respectively. Revenue was unfavorably impacted by the dispositions of J.D. Power in September of 2016, Standard & Poor's Securities Evaluations, Inc. ("SPSE") and Credit Market Analysis ("CMA") in October of 2016, Equity Fund Research in October of 2016 and QuantHouse in January of 2017. The unfavorable impact of foreign exchange rates reduced revenue by less than 1 percentage point.

Operating profit increased 2%. Excluding the unfavorable impact of non-cash acquisition and disposition-related adjustments of 7 percentage points, partially offset by the favorable impact of a technology-related impairment charge in 2016 of 11 percentage points and disposition-related costs in 2016 of 1 percentage point, operating profit decreased 3 percentage points. The decrease is primarily due to the unfavorable impact of the dispositions discussed above, partially offset by operating margin improvement from existing businesses.

Indices

Indices is a global index provider that maintains a wide variety of indices to meet an array of investor needs. 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 primarily derives revenue from asset linked fees based on the S&P and Dow Jones Indices and to a lesser extent generates subscription revenue and transaction revenue. 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 and generate revenue through fees based on assets and underlying funds;


•	Exchange traded derivatives — generate royalties based on trading volumes of derivatives contracts listed on various exchanges;


•	Index-related licensing fees — fixed or variable annual and per-issue 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 three months ended March 31:



(in millions)	2017			2016			% Change
Revenue	$	171		$	151		14%

Asset linked fees	$	108		$	86		26%
Subscription revenue	$	31		$	30		3%
Transaction revenue	$	32		$	35		(8)%
% of total revenue:
Asset linked fees	63		%	57		%
Subscription revenue	18		%	20		%
Transaction revenue	19		%	23		%


U.S. revenue	$	142		$	125		14%
International revenue	$	29		$	26		12%
% of total revenue:
U.S. revenue	83		%	83		%
International revenue	17		%	17		%

Operating profit ¹	$	115		$	101		14%
Less: net operating profit attributable to noncontrolling interests	30			26
Net operating profit	$	85		$	75		14%
Operating margin %	67		%	67		%
Net operating margin %	49		%	49		%


¹	2017 and 2016 includes amortization of intangibles from acquisitions of $1 million.

Revenue at Indices increased 14%, primarily driven by higher levels of assets under management ("AUM") for ETFs and mutual funds, partially offset by lower volumes for exchange-traded derivatives. Revenue growth was favorably impacted by one percentage point from the acquisition of Trucost plc ("Trucost") in October of 2016. Ending AUM for ETFs in the first quarter of 2017 increased 35% to $1.116 trillion and average AUM for ETFs increased 39% to $1.078 trillion compared to the first quarter of 2016.

Operating profit grew 14%. Revenue growth was partially offset by higher compensation costs primarily driven by additional headcount partially related to the acquisition of Trucost, increased incentive costs and increased operating costs to support revenue growth and business initiatives at Indices. Foreign exchange rates had a favorable impact on operating profit of 2 percentage points.

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 and cash equivalents were $2,411 million as of March 31, 2017, an increase of $19 million from December 31, 2016, and consisted of approximately 30% of domestic cash and 70% of cash held abroad. Typically, cash held outside the U.S. is anticipated to be utilized to fund international operations or to be reinvested outside of the U.S., as a significant portion of our opportunities for growth in the coming years is expected to be abroad. In the event funds from international operations are needed to fund operations in the U.S., we would be required to accrue for and pay taxes in the U.S. to repatriate these funds.

The following table provides cash flow information for the three months ended March 31:



(in millions)	2017			2016			% Change
Net cash provided by (used for):
Operating activities	$	353		$	185		91%
Investing activities	$	(22	)	$	(24	)	(8)%
Financing activities	$	(346	)	$	(41	)	N/M

N/M - not meaningful

In the first three months of 2017, free cash flow increased to $306 million compared to $136 million in the first three months of 2016. The increase is primarily due to the increase in cash provided by operating activities as discussed below. Free cash flow is a non-GAAP financial measure and reflects our cash flow provided by operating activities less capital expenditures and dividends and other payments paid to noncontrolling interests. 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 and free cash flow excluding certain items.

Operating activities

Cash provided by operating activities increased $168 million to $353 million for the first three months of 2017. The increase is mainly due to higher payments of legal settlements in 2016.

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 decreased slightly to $22 million for the first three months of 2017 as compared to $24 million in the first three months of 2016. See Note 2 — Acquisitions and Divestitures 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 and proceeds from the exercise of stock options.

Cash used for financing activities increased to $346 million for the first three months of 2017 as compared to $41 million in the first three months of 2016. The increase is primarily attributable to proceeds received from short-term debt in 2016.

During the first three months of 2017, we used cash to repurchase 1.5 million shares for $201 million. During the first three months of 2016, we used cash to repurchase 2.4 million shares for $226 million, which includes 0.3 million shares for approximately $26 million that settled in January of 2016.

Additional Financing

Dividends

On January 25, 2017, the Board of Directors approved an increase in the quarterly common stock dividend from $0.36 per share to $0.41 per share.

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 dividends and other payments paid to noncontrolling interests. 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. Additionally, we have considered certain items in evaluating free cash flow, which are included in the table below.

We believe the presentation of free cash flow and free cash flow excluding certain items 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 dividends and other payments paid to noncontrolling interests 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 and free cash flow excluding certain items are 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 excluding the impact of the item below for the three months ended March 31:



(in millions)	2017			2016			% Change
Cash provided by operating activities	$	353		$	185		91	%
Capital expenditures	(23		)	(16		)
Dividends and other payments paid to noncontrolling interests	(24		)	(33		)
Free cash flow	306			136			N/M
Payment of legal settlements	1			108
Free cash flow excluding above item	$	307		$	244		26	%

CRITICAL ACCOUNTING ESTIMATES

Our accounting policies are described in Note 1 — Accounting Policies to the consolidated financial statements in our Form 10-K. As discussed in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our 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, 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 Form 10-K, there have been no 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.

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 economic conditions and regulatory changes that may result from the United Kingdom’s likely exit from the European Union;


•	the rapidly evolving regulatory environment, in the United States and abroad, affecting S&P Global Ratings, S&P Global Platts, S&P Dow Jones Indices, and S&P Global Market Intelligence, including new and amended regulations and the Company’s compliance therewith;


•	our ability to make acquisitions and dispositions and successfully integrate the businesses we acquire;


•	the outcome of litigation, government and regulatory proceedings, investigations and inquiries;


•	the health of debt and equity markets, including credit quality and spreads, the level of liquidity and future debt issuances;


•	the demand and market for credit ratings in and across the sectors and geographies where the Company operates;


•	concerns in the marketplace affecting the Company’s credibility or otherwise affecting market perceptions of the integrity or utility of independent credit ratings;


•	the effect of competitive products and pricing, including the level of success of new product developments and global expansion;


•	consolidation in the Company’s end-customer markets;


•	the impact of cost-cutting pressures across the financial services industry;


•	a decline in the demand for credit risk management tools by financial institutions;


•	the level of merger and acquisition activity in the United States and abroad;


•	the volatility of the energy marketplace;


•	the health of the commodities markets;


•	the impact of cost-cutting pressures and reduced trading in oil and other commodities markets;


•	our ability to incentivize and retain key employees;


•	the Company’s ability to maintain adequate physical, technical and administrative safeguards to protect the security of confidential information and data, and the potential of a system or network disruption that results in regulatory penalties, remedial costs or improper disclosure of confidential information or data;


•	the Company’s ability to successfully recover should it experience a disaster or other business continuity problem from a hurricane, flood, earthquake, terrorist attack, pandemic, security breach, cyber-attack, power loss, telecommunications failure or other natural or man-made event;


•	changes in applicable tax or accounting requirements;


•	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 Company’s exposure to potential criminal sanctions or civil penalties if it fails to comply with foreign and U.S. laws and regulations that are applicable in the domestic and international jurisdictions in which it operates, including sanctions laws relating to countries such as Iran, Russia, Sudan and Syria, 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 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 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 the “Risk Factors” section in the Company’s most recently filed Annual Report on Form 10-K.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our exposure to market risk includes changes in foreign exchange rates. We have operations in foreign countries where the functional currency is primarily the local currency. For international operations that are determined to be extensions of the parent company, the U.S. dollar is the functional currency. We typically have naturally hedged positions in most countries from a local currency perspective with offsetting assets and liabilities. As of March 31, 2017 and December 31, 2016, we entered into foreign exchange forward contracts to hedge the effect of adverse fluctuations in foreign currency exchange 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 Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.

As of March 31, 2017, an evaluation was performed under the supervision and with the participation of management, including the CEO and 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 CFO, concluded that our disclosure controls and procedures were effective as of March 31, 2017.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the most recent quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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

Our Form 10-K contains detailed cautionary statements which identify all known material risks, uncertainties and other factors that could cause our actual results to differ materially from historical or expected results. There have been no material changes to the risk factors we have previously disclosed in Item 1a, Risk Factors, in our Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On December 4, 2013, the Board of Directors approved a share repurchase program authorizing the purchase of up to 50 million shares, which was approximately 18% of the Company's outstanding shares at that time. During the first quarter of 2017, we repurchased 1.5 million shares, and as of March 31, 2017, 24.2 million shares remained under our current 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 current 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 first quarter of 2017 pursuant to our current share 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
January 1 — January 31, 2017	38,838	$	107.62	—	25.8 million
February 1 — February 28, 2017	1,004,802	129.44		697,000	25.1 million
March 1 — March 31, 2017	850,000	130.82		850,000	24.2 million
Total — Quarter	1,893,640	$	129.61	1,547,000	24.2 million

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.

Revenue during the first quarter of 2017 attributable to the transactions or dealings by the Company described below was approximately $123,900 with net profit from such sales being a fraction of the revenues.

During the first quarter of 2017, one of the Company’s divisions, a provider of energy-related information in over 150 countries, sold information and informational materials, which are generally exempt from U.S. economic sanctions, to fifteen subscribers that are owned or controlled, or appear to be owned or controlled, by the Government of Iran (the “GOI”). The Company, among other things, offers customers that subscribe to its publications access to proprietary data, analytics, and industry information that enable commodities markets to perform with greater transparency and efficiency. This division

provided such data related to the energy and petrochemicals markets to the subscribers referenced above, generating revenue that was a de minimis portion of both the division's and the Company’s revenue. Eight of the subscribers are designated by OFAC as GOI entities; and seven appear, based on publicly available information, to be owned or controlled by GOI entities. We believe that these transactions were permissible under U.S. sanctions pursuant to certain statutory and regulatory exemptions for the exportation of information and informational materials. The Company will continue to monitor its provision of products and services to these Iranian customers so that such activity continues to be permissible under U.S. sanctions.

Item 6. Exhibits




(10.1)	Form of Performance Share Unit Terms and Conditions

(10.2)	Form of Performance Restricted Stock Unit Terms and Conditions

(10.3)	Offer Letter dated June 20, 2016 between Registrant and Steve Kemps

(10.4)	Offer Letter dated October 3, 2016 between Registrant and Ewout Steenbergen

(10.5)	S&P Dow Jones Indices 2017 Long-Term Cash Incentive Compensation Plan dated April 11, 2017

(12)	Computation of Ratio of Earnings to Fixed Charges

(15)	Letter on Unaudited Interim Financials

(31.1)	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended

(31.2)	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended

(32)	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(101.INS)	XBRL Instance Document

(101.SCH)	XBRL Taxonomy Extension Schema

(101.CAL)	XBRL Taxonomy Extension Calculation Linkbase

(101.LAB)	XBRL Taxonomy Extension Label Linkbase

(101.PRE)	XBRL Taxonomy Extension Presentation Linkbase

(101.DEF)	XBRL Taxonomy Extension Definition Linkbase

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:	April 25, 2017	By:	/s/ Ewout L. Steenbergen
			Ewout L. Steenbergen
			Executive Vice President and Chief Financial Officer

Date:	April 25, 2017	By:	/s/ Robert J. MacKay
			Robert J. MacKay
			Senior Vice President and Corporate Controller

S&P Global Inc. - FORM 10-Q - April 25, 2017

Attached files

S&P Global Inc. Reports