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S&P Global Inc. logo
S&P Global Inc.
SPGI · US · NYSE
471.99
USD
-14.05
(2.98%)
Executives
Name Title Pay
Ms. Dimitra Manis Executive Vice President & Chief Purpose Officer --
Mr. Adam J. Kansler President of S&P Global Market Intelligence, Inc. 2.42M
Mr. Saugata Saha President of S&P Global Commodity Insights 2.58M
Ms. Martina L. Cheung Director, President of S&P Global Ratings, Inc. & Executive Lead of S&P Global Sustainable1 2.69M
Mr. Edouard Tavernier President of S&P Global Mobility --
Mr. Douglas L. Peterson M.B.A. President, Chief Executive Officer & Executive Director 5.71M
Mr. Steven Kemps Executive Vice President & Chief Legal Officer 1.54M
Ms. Sally Moore Executive Vice President, Global Head of Strategy, M&A and Partnerships --
Mr. Daniel Eugene Draper CAIA, CFA, CMT, FRM Chief Executive Officer of S&P Dow Jones Indices LLC 3.83M
Mr. Sitarama Swamy Kocherlakota Executive Vice President & Chief Digital Solutions Officer --
Insider Transactions
Date Name Title Acquisition Or Disposition Stock / Options # of Shares Price
2024-08-01 Kansler Adam Jason President, Market Intelligence D - S-Sale Common Stock 7100 487
2024-08-01 Kansler Adam Jason President, Market Intelligence D - S-Sale Common Stock 3500 487.96
2024-08-01 Kansler Adam Jason President, Market Intelligence D - S-Sale Common Stock 6400 490.17
2024-08-01 Kocherlakota Sitarama Swamy Chief Information Officer D - S-Sale Common Stock 818 486.86
2024-08-01 Kocherlakota Sitarama Swamy Chief Information Officer D - S-Sale Common Stock 2112 488.02
2024-08-01 Kocherlakota Sitarama Swamy Chief Information Officer D - S-Sale Common Stock 5431 489.17
2024-08-01 Kocherlakota Sitarama Swamy Chief Information Officer D - S-Sale Common Stock 1239 489.87
2024-08-05 Kocherlakota Sitarama Swamy Chief Information Officer D - G-Gift Common Stock 400 0
2024-08-01 Manis Dimitra EVP, Chief Purpose Officer D - S-Sale Common Stock 2151 490
2024-08-01 Manis Dimitra EVP, Chief Purpose Officer D - G-Gift Common Stock 210 0
2024-07-31 Moore Sally EVP, Global Head of Strategy D - S-Sale Common Stock 261 482.35
2024-07-31 Moore Sally EVP, Global Head of Strategy D - S-Sale Common Stock 226.019 484
2024-07-31 Moore Sally EVP, Global Head of Strategy D - S-Sale Common Stock 1513 484.77
2024-07-31 Moore Sally EVP, Global Head of Strategy D - S-Sale Common Stock 962 486.44
2024-07-31 Moore Sally EVP, Global Head of Strategy D - S-Sale Common Stock 438 487.59
2024-07-31 Moore Sally EVP, Global Head of Strategy D - S-Sale Common Stock 343 488.4
2024-07-31 Moore Sally EVP, Global Head of Strategy D - S-Sale Common Stock 100 489.32
2024-07-31 Tavernier Edouard President, S&P Global Mobility D - S-Sale Common Stock 500 491.55
2024-07-31 Saha Saugata President, Commodity Insights D - S-Sale Common Stock 1500 491.55
2024-07-31 Kemps Steven J EVP, Chief Legal Officer D - S-Sale Common Stock 2700 491.55
2017-04-03 Jacoby Rebecca director A - P-Purchase Common Stock 69 130.01
2024-05-15 Peterson Douglas L. CEO & President D - S-Sale Common Stock 1174 429.13
2024-05-15 Peterson Douglas L. CEO & President D - S-Sale Common Stock 100 429.63
2024-05-15 Peterson Douglas L. CEO & President D - S-Sale Common Stock 702 431.4
2024-05-15 Peterson Douglas L. CEO & President D - S-Sale Common Stock 2013 432.98
2024-05-15 Peterson Douglas L. CEO & President D - S-Sale Common Stock 2011 433.62
2024-04-01 Craig Christopher Controller & Interim CFO A - M-Exempt Common Stock 1435 427.09
2024-04-01 Craig Christopher Controller & Interim CFO D - F-InKind Common Stock 733 427.09
2024-04-01 Craig Christopher Controller & Interim CFO D - M-Exempt Restricted Stock Units 1435 0
2024-03-05 CHEUNG MARTINA President, S&P Global Ratings A - A-Award Common Stock 3088 0
2024-03-05 CHEUNG MARTINA President, S&P Global Ratings D - F-InKind Common Stock 1577 422.31
2024-03-05 Craig Christopher Controller & Interim CFO A - A-Award Common Stock 494 0
2024-03-05 Craig Christopher Controller & Interim CFO D - F-InKind Common Stock 179 422.31
2024-03-05 Draper Daniel E CEO, S&P Dow Jones Indices A - A-Award Common Stock 864 0
2024-03-05 Draper Daniel E CEO, S&P Dow Jones Indices D - F-InKind Common Stock 312 422.31
2024-03-05 Kemps Steven J EVP, Chief Legal Officer A - A-Award Common Stock 1544 0
2024-03-05 Kemps Steven J EVP, Chief Legal Officer D - F-InKind Common Stock 608 422.31
2024-03-05 Kocherlakota Sitarama Swamy Chief Information Officer A - A-Award Common Stock 1544 0
2024-03-05 Kocherlakota Sitarama Swamy Chief Information Officer D - F-InKind Common Stock 646 422.31
2024-03-05 Manis Dimitra EVP, Chief Purpose Officer A - A-Award Common Stock 1729 0
2024-03-05 Manis Dimitra EVP, Chief Purpose Officer D - F-InKind Common Stock 837 422.31
2024-03-05 Peterson Douglas L. CEO & President A - A-Award Common Stock 12044 0
2024-03-05 Peterson Douglas L. CEO & President D - F-InKind Common Stock 6661 422.31
2024-03-05 Saha Saugata President, Commodity Insights A - A-Award Common Stock 1605 0
2024-03-05 Saha Saugata President, Commodity Insights D - F-InKind Common Stock 820 422.31
2024-03-01 CHEUNG MARTINA President, S&P Global Ratings A - A-Award Restricted Stock Units 2619 0
2024-03-01 Manis Dimitra EVP, Chief Purpose Officer A - A-Award Restricted Stock Units 1641 0
2024-03-01 Draper Daniel E CEO, S&P Dow Jones Indices A - A-Award Restricted Stock Units 558 0
2024-03-01 Tavernier Edouard President, S&P Global Mobility A - A-Award Restricted Stock Units 1484 0
2024-03-01 Kemps Steven J EVP, Chief Legal Officer A - A-Award Restricted Stock Units 1780 0
2024-03-01 Kansler Adam Jason President, Market Intelligence A - A-Award Restricted Stock Units 2619 0
2024-03-01 Moore Sally EVP, Global Head of Strategy A - A-Award Restricted Stock Units 1047 0
2024-03-01 Saha Saugata President, Commodity Insights A - A-Award Restricted Stock Units 1990 0
2024-03-01 Kocherlakota Sitarama Swamy Chief Information Officer A - A-Award Restricted Stock Units 1780 0
2024-03-01 Craig Christopher Controller & Interim CFO A - A-Award Restricted Stock Units 349 0
2024-03-01 Peterson Douglas L. CEO & President A - A-Award Restricted Stock Units 11733 0
2024-02-15 Peterson Douglas L. CEO & President D - S-Sale Common Stock 1798 423.34
2024-02-15 Peterson Douglas L. CEO & President D - S-Sale Common Stock 1818 424.96
2024-02-15 Peterson Douglas L. CEO & President D - S-Sale Common Stock 2384 425.64
2024-02-12 Craig Christopher Controller & Interim CFO A - A-Award Restricted Stock Units 2328 0
2024-02-01 Tavernier Edouard President, S&P Global Mobility A - M-Exempt Common Stock 5497 457.22
2024-02-01 Tavernier Edouard President, S&P Global Mobility D - F-InKind Common Stock 2586 457.22
2024-02-01 Tavernier Edouard President, S&P Global Mobility D - M-Exempt Restricted Stock Units 5497 0
2024-02-01 Kansler Adam Jason President, Market Intelligence A - M-Exempt Common Stock 10659 457.22
2024-02-01 Kansler Adam Jason President, Market Intelligence D - F-InKind Common Stock 5373 457.22
2024-02-01 Kansler Adam Jason President, Market Intelligence D - M-Exempt Restricted Stock Units 10659 0
2024-02-01 Moore Sally EVP, Global Head of Strategy A - M-Exempt Common Stock 2527 457.22
2024-02-01 Moore Sally EVP, Global Head of Strategy D - F-InKind Common Stock 1189 457.22
2024-02-01 Moore Sally EVP, Global Head of Strategy D - M-Exempt Restricted Stock Units 2527 0
2024-02-01 Saha Saugata President, Commodity Insights A - M-Exempt Common Stock 4661 457.22
0024-02-01 Saha Saugata President, Commodity Insights D - F-InKind Common Stock 2265 457.22
0024-02-01 Saha Saugata President, Commodity Insights D - M-Exempt Restricted Stock Units 4661 0
2024-01-02 Alvera Marco director A - A-Award Phantom Stock Units 437.14 0
2024-01-02 ESCULIER JACQUES director A - A-Award Phantom Stock Units 691.12 0
2024-01-02 Hill Stephanie C. director A - A-Award Phantom Stock Units 438.45 0
2024-01-02 Evans Gay Huey director A - A-Award Phantom Stock Units 410.86 0
2024-01-02 Jacoby Rebecca director A - A-Award Phantom Stock Units 461.63 0
2024-01-02 KELLY ROBERT P director A - A-Award Phantom Stock Units 710.12 0
2024-01-02 MCWHINNEY DEBORAH D director A - A-Award Phantom Stock Units 410.86 0
2024-01-02 THORNBURGH RICHARD E director A - A-Award Phantom Stock Units 525.34 0
2024-01-02 Washington Gregory N director A - A-Award Phantom Stock Units 412.88 0
2024-01-02 GREEN WILLIAM D director A - A-Award Phantom Stock Units 520.63 0
2024-01-02 Morris Maria R director A - A-Award Phantom Stock Units 440.77 0
2024-01-02 Livingston Ian Paul director A - A-Award Phantom Stock Units 415.44 0
2023-12-31 Tavernier Edouard President, S&P Global Mobility A - M-Exempt Common Stock 468 440.52
2023-12-31 Tavernier Edouard President, S&P Global Mobility D - F-InKind Common Stock 220 440.52
2023-12-31 Tavernier Edouard President, S&P Global Mobility A - M-Exempt Common Stock 405 440.52
2023-12-31 Tavernier Edouard President, S&P Global Mobility D - F-InKind Common Stock 191 440.52
2023-12-31 Tavernier Edouard President, S&P Global Mobility D - M-Exempt Restricted Stock Units 468 0
2023-12-31 Tavernier Edouard President, S&P Global Mobility D - M-Exempt Restricted Stock Units 405 0
2023-12-31 Kansler Adam Jason President, Market Intelligence A - M-Exempt Common Stock 952 440.52
2023-12-31 Kansler Adam Jason President, Market Intelligence D - F-InKind Common Stock 344 440.52
2023-12-31 Kansler Adam Jason President, Market Intelligence A - M-Exempt Common Stock 823 440.52
2023-12-31 Kansler Adam Jason President, Market Intelligence D - F-InKind Common Stock 317 440.52
2023-04-24 Kansler Adam Jason President, Market Intelligence A - J-Other Common Stock 24 0
2023-12-31 Kansler Adam Jason President, Market Intelligence D - M-Exempt Restricted Stock Units 952 0
2023-12-31 Kansler Adam Jason President, Market Intelligence D - M-Exempt Restricted Stock Units 823 0
2023-12-31 Moore Sally EVP, Global Head of Strategy A - M-Exempt Common Stock 293 440.52
2023-12-31 Moore Sally EVP, Global Head of Strategy D - F-InKind Common Stock 138 440.52
2023-12-31 Moore Sally EVP, Global Head of Strategy A - M-Exempt Common Stock 253 440.52
2023-12-31 Moore Sally EVP, Global Head of Strategy D - F-InKind Common Stock 119 440.52
2023-12-31 Moore Sally EVP, Global Head of Strategy D - M-Exempt Restricted Stock Units 293 0
2023-12-31 Moore Sally EVP, Global Head of Strategy D - M-Exempt Restricted Stock Units 253 0
2023-12-31 Kocherlakota Sitarama Swamy Chief Information Officer A - M-Exempt Common Stock 586 440.52
2023-12-31 Kocherlakota Sitarama Swamy Chief Information Officer D - F-InKind Common Stock 212 440.52
2023-12-31 Kocherlakota Sitarama Swamy Chief Information Officer A - M-Exempt Common Stock 405 440.52
2023-12-31 Kocherlakota Sitarama Swamy Chief Information Officer D - F-InKind Common Stock 147 440.52
2023-12-31 Kocherlakota Sitarama Swamy Chief Information Officer A - M-Exempt Common Stock 352 440.52
2023-12-31 Kocherlakota Sitarama Swamy Chief Information Officer D - F-InKind Common Stock 146 440.52
2023-12-31 Kocherlakota Sitarama Swamy Chief Information Officer D - M-Exempt Restricted Stock Units 586 0
2023-12-31 Kocherlakota Sitarama Swamy Chief Information Officer D - M-Exempt Restricted Stock Units 405 0
2023-12-31 Kocherlakota Sitarama Swamy Chief Information Officer D - M-Exempt Restricted Stock Units 352 0
2023-12-31 Craig Christopher SVP and Controller A - M-Exempt Common Stock 734 440.52
2023-12-31 Craig Christopher SVP and Controller A - M-Exempt Common Stock 117 440.52
2023-12-31 Craig Christopher SVP and Controller D - F-InKind Common Stock 43 440.52
2023-12-31 Craig Christopher SVP and Controller D - F-InKind Common Stock 279 440.52
2023-12-31 Craig Christopher SVP and Controller A - M-Exempt Common Stock 113 440.52
2023-12-31 Craig Christopher SVP and Controller D - F-InKind Common Stock 47 440.52
2023-12-31 Craig Christopher SVP and Controller D - M-Exempt Restricted Stock Units 734 0
2023-12-31 Craig Christopher SVP and Controller D - M-Exempt Restricted Stock Units 117 0
2023-12-31 Craig Christopher SVP and Controller D - M-Exempt Restricted Stock Units 113 0
2023-12-31 Manis Dimitra EVP, Chief Purpose Officer A - M-Exempt Common Stock 586 440.52
2023-12-31 Manis Dimitra EVP, Chief Purpose Officer D - F-InKind Common Stock 237 440.52
2023-12-31 Manis Dimitra EVP, Chief Purpose Officer A - M-Exempt Common Stock 506 440.52
2023-12-31 Manis Dimitra EVP, Chief Purpose Officer D - F-InKind Common Stock 204 440.52
2023-12-31 Manis Dimitra EVP, Chief Purpose Officer A - M-Exempt Common Stock 394 440.52
2023-12-31 Manis Dimitra EVP, Chief Purpose Officer D - F-InKind Common Stock 179 440.52
2023-12-31 Manis Dimitra EVP, Chief Purpose Officer D - M-Exempt Restricted Stock Units 586 0
2023-12-31 Manis Dimitra EVP, Chief Purpose Officer D - M-Exempt Restricted Stock Units 506 0
2023-12-31 Manis Dimitra EVP, Chief Purpose Officer D - M-Exempt Restricted Stock Units 394 0
2023-12-31 Draper Daniel E CEO, S&P Dow Jones Indices A - M-Exempt Common Stock 234 440.52
2023-12-31 Draper Daniel E CEO, S&P Dow Jones Indices D - F-InKind Common Stock 84 440.52
2023-12-31 Draper Daniel E CEO, S&P Dow Jones Indices A - M-Exempt Common Stock 202 440.52
2023-12-31 Draper Daniel E CEO, S&P Dow Jones Indices D - F-InKind Common Stock 83 440.52
2023-12-31 Draper Daniel E CEO, S&P Dow Jones Indices A - M-Exempt Common Stock 197 440.52
2023-12-31 Draper Daniel E CEO, S&P Dow Jones Indices D - F-InKind Common Stock 82 440.52
2023-12-31 Draper Daniel E CEO, S&P Dow Jones Indices D - M-Exempt Restricted Stock Units 234 0
2023-12-31 Draper Daniel E CEO, S&P Dow Jones Indices D - M-Exempt Restricted Stock Units 202 0
2023-12-31 Draper Daniel E CEO, S&P Dow Jones Indices D - M-Exempt Restricted Stock Units 197 0
2023-12-31 Kemps Steven J EVP, Chief Legal Officer A - M-Exempt Common Stock 586 440.52
2023-12-31 Kemps Steven J EVP, Chief Legal Officer D - F-InKind Common Stock 143 440.52
2023-12-31 Kemps Steven J EVP, Chief Legal Officer A - M-Exempt Common Stock 506 440.52
2023-12-31 Kemps Steven J EVP, Chief Legal Officer D - F-InKind Common Stock 125 440.52
2023-12-31 Kemps Steven J EVP, Chief Legal Officer A - M-Exempt Common Stock 352 440.52
2023-12-31 Kemps Steven J EVP, Chief Legal Officer D - F-InKind Common Stock 105 440.52
2023-12-31 Kemps Steven J EVP, Chief Legal Officer D - M-Exempt Restricted Stock Units 586 0
2023-12-31 Kemps Steven J EVP, Chief Legal Officer D - M-Exempt Restricted Stock Units 506 0
2023-12-31 Kemps Steven J EVP, Chief Legal Officer D - M-Exempt Restricted Stock Units 352 0
2023-12-31 CHEUNG MARTINA President, S&P Global Ratings A - M-Exempt Common Stock 952 440.52
2023-12-31 CHEUNG MARTINA President, S&P Global Ratings D - F-InKind Common Stock 375 440.52
2023-12-31 CHEUNG MARTINA President, S&P Global Ratings A - M-Exempt Common Stock 823 440.52
2023-12-31 CHEUNG MARTINA President, S&P Global Ratings D - F-InKind Common Stock 297 440.52
2023-12-31 CHEUNG MARTINA President, S&P Global Ratings A - M-Exempt Common Stock 704 440.52
2023-12-31 CHEUNG MARTINA President, S&P Global Ratings D - F-InKind Common Stock 274 440.52
2023-12-31 CHEUNG MARTINA President, S&P Global Ratings D - M-Exempt Restricted Stock Units 952 0
2023-12-31 CHEUNG MARTINA President, S&P Global Ratings D - M-Exempt Restricted Stock Units 823 0
2023-12-31 CHEUNG MARTINA President, S&P Global Ratings D - M-Exempt Restricted Stock Units 704 0
2023-12-31 Saha Saugata President, Commodity Insights A - M-Exempt Common Stock 586 440.52
2023-12-31 Saha Saugata President, Commodity Insights D - F-InKind Common Stock 212 440.52
2023-12-31 Saha Saugata President, Commodity Insights A - M-Exempt Common Stock 506 440.52
2023-12-31 Saha Saugata President, Commodity Insights D - F-InKind Common Stock 183 440.52
2023-12-31 Saha Saugata President, Commodity Insights A - M-Exempt Common Stock 367 440.52
2023-12-31 Saha Saugata President, Commodity Insights D - M-Exempt Restricted Stock Units 586 0
2023-12-31 Saha Saugata President, Commodity Insights D - F-InKind Common Stock 152 440.52
2023-12-31 Saha Saugata President, Commodity Insights D - M-Exempt Restricted Stock Units 506 0
2023-12-31 Saha Saugata President, Commodity Insights D - M-Exempt Restricted Stock Units 367 0
2023-12-31 Steenbergen Ewout L EVP & Chief Financial Officer A - M-Exempt Common Stock 1025 440.52
2023-12-31 Steenbergen Ewout L EVP & Chief Financial Officer D - F-InKind Common Stock 486 440.52
2023-12-31 Steenbergen Ewout L EVP & Chief Financial Officer A - M-Exempt Common Stock 887 440.52
2023-12-31 Steenbergen Ewout L EVP & Chief Financial Officer D - F-InKind Common Stock 358 440.52
2023-12-31 Steenbergen Ewout L EVP & Chief Financial Officer A - M-Exempt Common Stock 844 440.52
2023-12-31 Steenbergen Ewout L EVP & Chief Financial Officer D - F-InKind Common Stock 360 440.52
2023-12-31 Steenbergen Ewout L EVP & Chief Financial Officer D - M-Exempt Restricted Stock Units 1025 0
2023-12-31 Steenbergen Ewout L EVP & Chief Financial Officer D - M-Exempt Restricted Stock Units 887 0
2023-12-31 Steenbergen Ewout L EVP & Chief Financial Officer D - M-Exempt Restricted Stock Units 844 0
2023-12-31 Peterson Douglas L. CEO & President A - M-Exempt Common Stock 4044 440.52
2023-12-31 Peterson Douglas L. CEO & President A - M-Exempt Common Stock 3498 440.52
2023-12-31 Peterson Douglas L. CEO & President D - F-InKind Common Stock 2237 440.52
2023-12-31 Peterson Douglas L. CEO & President D - F-InKind Common Stock 1935 440.52
2023-12-31 Peterson Douglas L. CEO & President A - M-Exempt Common Stock 2744 440.52
2023-12-31 Peterson Douglas L. CEO & President D - F-InKind Common Stock 1197 440.52
2023-12-31 Peterson Douglas L. CEO & President D - M-Exempt Restricted Stock Units 4044 0
2023-12-31 Peterson Douglas L. CEO & President D - M-Exempt Restricted Stock Units 3498 0
2023-12-31 Peterson Douglas L. CEO & President D - M-Exempt Restricted Stock Units 2744 0
2019-08-22 Craig Christopher SVP and Controller D - S-Sale Common Stock 1606 263.42
2019-08-23 Craig Christopher SVP and Controller D - S-Sale Common Stock 394 257.5
2023-04-01 Craig Christopher SVP and Controller A - A-Award Restricted Stock Units 4350 0
2023-08-24 Peterson Douglas L. CEO & President D - G-Gift Common Stock 2500 0
2023-11-15 Peterson Douglas L. CEO & President D - S-Sale Common Stock 815 403.91
2023-11-15 Peterson Douglas L. CEO & President D - S-Sale Common Stock 2569 404.75
2023-11-15 Peterson Douglas L. CEO & President D - S-Sale Common Stock 1484 405.73
2023-11-15 Peterson Douglas L. CEO & President D - S-Sale Common Stock 1132 406.87
2023-09-05 Saha Saugata President, Commodity Insights D - S-Sale Common Stock 100 394.45
2023-09-05 Steenbergen Ewout L EVP & Chief Financial Officer D - S-Sale Common Stock 23502 400
2023-08-28 Saha Saugata President, Commodity Insights D - S-Sale Common Stock 200 390.13
2023-08-21 Saha Saugata President, Commodity Insights D - S-Sale Common Stock 200 382
2023-08-14 Saha Saugata President, Commodity Insights D - S-Sale Common Stock 200 388.06
2023-08-11 Kansler Adam Jason President, Market Intelligence D - S-Sale Common Stock 1200 386.19
2023-08-11 Kansler Adam Jason President, Market Intelligence D - S-Sale Common Stock 5873 387.29
2023-08-11 Kansler Adam Jason President, Market Intelligence D - S-Sale Common Stock 2927 388.04
2023-08-07 Saha Saugata President, Commodity Insights D - S-Sale Common Stock 200 387.59
2023-07-31 Peterson Douglas L. CEO & President A - M-Exempt Common Stock 51304 77.81
2023-07-31 Peterson Douglas L. CEO & President D - F-InKind Common Stock 7911 394.81
2023-07-31 Peterson Douglas L. CEO & President D - F-InKind Common Stock 25393 394.12
2023-07-31 Peterson Douglas L. CEO & President D - S-Sale Common Stock 9657 394.11
2023-07-31 Peterson Douglas L. CEO & President D - M-Exempt Options (Right to Buy) 51304 77.81
2023-07-31 Saha Saugata President, Commodity Insights D - S-Sale Common Stock 200 391.79
2023-07-24 Saha Saugata President, Commodity Insights D - S-Sale Common Stock 200 424.4
2023-07-17 Saha Saugata President, Commodity Insights D - S-Sale Common Stock 200 416.71
2023-07-10 Saha Saugata President, Commodity Insights D - S-Sale Common Stock 200 393.99
2023-07-03 Saha Saugata President, Commodity Insights D - S-Sale Common Stock 200 398.37
2023-07-01 Draper Daniel E CEO, S&P Dow Jones Indices A - M-Exempt Common Stock 1297 400.89
2023-07-01 Draper Daniel E CEO, S&P Dow Jones Indices D - F-InKind Common Stock 663 400.89
2022-07-01 Draper Daniel E CEO, S&P Dow Jones Indices D - M-Exempt Restricted Stock Units 1257 0
2023-07-01 Draper Daniel E CEO, S&P Dow Jones Indices D - M-Exempt Restricted Stock Units 1297 0
2023-06-26 Saha Saugata President, Commodity Insights D - S-Sale Common Stock 200 390.69
2023-06-20 Saha Saugata President, Commodity Insights D - S-Sale Common Stock 200 384.43
2023-06-13 Manis Dimitra EVP, Chief Purpose Officer D - S-Sale Common Stock 2021 386.27
2023-06-13 Saha Saugata President, Commodity Insights D - S-Sale Common Stock 200 386.27
2023-05-15 Peterson Douglas L. CEO & President D - S-Sale Common Stock 1000 357.98
2023-05-15 Peterson Douglas L. CEO & President D - S-Sale Common Stock 4584 358.93
2023-05-15 Peterson Douglas L. CEO & President D - S-Sale Common Stock 1916 359.56
2023-04-28 Steenbergen Ewout L EVP & Chief Financial Officer D - S-Sale Common Stock 5700 355.03
2023-04-28 Steenbergen Ewout L EVP & Chief Financial Officer D - G-Gift Common Stock 850 0
2023-04-28 Kemps Steven J EVP, Chief Legal Officer D - S-Sale Common Stock 820 362.81
2023-04-28 Kemps Steven J EVP, Chief Legal Officer D - S-Sale Common Stock 909 360.07
2023-03-01 Kansler Adam Jason President, Market Intelligence A - A-Award Restricted Stock Units 2886 0
2023-03-01 Moore Sally EVP, Global Head of Strategy A - A-Award Restricted Stock Units 888 0
2023-03-01 Tavernier Edouard President, S&P Global Mobility A - A-Award Restricted Stock Units 1421 0
2023-03-01 Saha Saugata President, Commodity Insights A - A-Award Restricted Stock Units 1776 0
2023-03-01 Draper Daniel E CEO, S&P Dow Jones Indices A - A-Award Restricted Stock Units 710 0
2023-03-01 Craig Christopher SVP and Controller A - A-Award Restricted Stock Units 355 0
2023-03-01 Manis Dimitra EVP, Chief Purpose Officer A - A-Award Restricted Stock Units 1776 0
2023-03-01 Luquette Nancy EVP, Chief Risk Officer A - A-Award Restricted Stock Units 666 0
2023-03-01 Kocherlakota Sitarama Swamy Chief Information Officer A - A-Award Restricted Stock Units 1776 0
2023-03-01 Kemps Steven J EVP, Chief Legal Officer A - A-Award Restricted Stock Units 1776 0
2023-03-01 Steenbergen Ewout L EVP & Chief Financial Officer A - A-Award Restricted Stock Units 3108 0
2023-03-01 Peterson Douglas L. CEO & President A - A-Award Restricted Stock Units 12256 0
2023-03-01 CHEUNG MARTINA President, S&P Global Ratings A - A-Award Restricted Stock Units 2886 0
2023-02-28 Luquette Nancy EVP, Chief Risk Officer A - A-Award Common Stock 1559 0
2023-02-28 Luquette Nancy EVP, Chief Risk Officer D - F-InKind Common Stock 558 341.2
2023-02-28 Saha Saugata President, Commodity Insights A - A-Award Common Stock 1169 0
2023-02-28 Saha Saugata President, Commodity Insights D - F-InKind Common Stock 422 341.2
2023-02-28 Kemps Steven J EVP, Chief Legal Officer A - A-Award Common Stock 3248 0
2023-02-28 Kemps Steven J EVP, Chief Legal Officer D - F-InKind Common Stock 1302 341.2
2023-02-28 Kocherlakota Sitarama Swamy Chief Information Officer A - A-Award Common Stock 2469 0
2023-02-28 Kocherlakota Sitarama Swamy Chief Information Officer D - F-InKind Common Stock 995 341.2
2023-02-28 Draper Daniel E CEO, S&P Dow Jones Indices A - A-Award Common Stock 1274 0
2023-02-28 Draper Daniel E CEO, S&P Dow Jones Indices D - F-InKind Common Stock 460 341.2
2023-02-28 Craig Christopher SVP and Controller A - A-Award Common Stock 1039 0
2023-02-28 Craig Christopher SVP and Controller D - F-InKind Common Stock 375 341.2
2023-02-28 Steenbergen Ewout L EVP & Chief Financial Officer A - A-Award Common Stock 7147 0
2023-02-28 Steenbergen Ewout L EVP & Chief Financial Officer D - F-InKind Common Stock 3948 341.2
2023-02-28 CHEUNG MARTINA President, S&P Global Ratings A - A-Award Common Stock 4548 0
2023-02-28 CHEUNG MARTINA President, S&P Global Ratings D - F-InKind Common Stock 2221 341.2
2023-02-28 Manis Dimitra EVP, Chief Purpose Officer A - A-Award Common Stock 3248 0
2023-02-28 Manis Dimitra EVP, Chief Purpose Officer D - F-InKind Common Stock 1571 341.2
2023-02-28 Peterson Douglas L. CEO & President A - A-Award Common Stock 23389 0
2023-02-28 Peterson Douglas L. CEO & President D - F-InKind Common Stock 12935 341.2
2022-03-11 CHEUNG MARTINA President, S&P Global Ratings D - G-Gift Common Stock 130 0
2023-02-15 CHEUNG MARTINA President, S&P Global Ratings D - G-Gift Common Stock 124 0
2022-08-04 Peterson Douglas L. CEO & President D - G-Gift Common Stock 4000 0
2023-02-15 Peterson Douglas L. CEO & President D - S-Sale Common Stock 6900 360.44
2023-02-15 Peterson Douglas L. CEO & President D - S-Sale Common Stock 600 361.45
2023-02-14 Saha Saugata President, Commodity Insights D - S-Sale Common Stock 200 370.35
2023-02-14 Saha Saugata President, Commodity Insights D - S-Sale Common Stock 440 369.54
2023-02-14 Saha Saugata President, Commodity Insights D - S-Sale Common Stock 40 368.34
2023-02-14 Saha Saugata President, Commodity Insights D - S-Sale Common Stock 70 367.11
2023-02-15 Saha Saugata President, Commodity Insights D - S-Sale Common Stock 40 366.1
2023-02-15 Saha Saugata President, Commodity Insights D - S-Sale Common Stock 710 365.29
2023-02-13 Moore Sally EVP, Global Head of Strategy D - S-Sale Common Stock 40 364.04
2023-02-13 Moore Sally EVP, Global Head of Strategy D - S-Sale Common Stock 1192 365
2023-02-13 Moore Sally EVP, Global Head of Strategy D - S-Sale Common Stock 248 366.12
2023-02-13 Moore Sally EVP, Global Head of Strategy D - S-Sale Common Stock 347 367.38
2023-02-13 Moore Sally EVP, Global Head of Strategy D - S-Sale Common Stock 833 368.84
2023-02-13 Moore Sally EVP, Global Head of Strategy D - S-Sale Common Stock 779.29 369.45
2023-02-13 Moore Sally EVP, Global Head of Strategy D - S-Sale Common Stock 60 370.12
2023-02-10 Kemps Steven J EVP, Chief Legal Officer D - S-Sale Common Stock 400 363.5
2023-02-13 Kemps Steven J EVP, Chief Legal Officer D - S-Sale Common Stock 404 369.66
2023-02-01 Kansler Adam Jason President, Market Intelligence A - M-Exempt Common Stock 11290 377.18
2023-02-01 Kansler Adam Jason President, Market Intelligence D - F-InKind Common Stock 5478 377.18
2023-02-01 Kansler Adam Jason President, Market Intelligence D - M-Exempt Restricted Stock Units 11290 0
2023-02-01 Tavernier Edouard President, S&P Global Mobility A - M-Exempt Common Stock 5312 377.18
2023-02-01 Tavernier Edouard President, S&P Global Mobility D - F-InKind Common Stock 2498 377.18
2023-02-01 Tavernier Edouard President, S&P Global Mobility D - M-Exempt Restricted Stock Units 5312 0
2022-02-28 Tavernier Edouard President, S&P Global Mobility D - Common Stock 0 0
2022-02-28 Tavernier Edouard President, S&P Global Mobility D - Restricted Stock Units 5602 0
2023-02-01 Moore Sally EVP, Global Head of Strategy A - M-Exempt Common Stock 3187 377.18
2023-02-01 Moore Sally EVP, Global Head of Strategy D - F-InKind Common Stock 1499 377.18
2023-02-01 Moore Sally EVP, Global Head of Strategy D - M-Exempt Restricted Stock Units 3187 0
2022-02-28 Moore Sally EVP, Global Head of Strategy D - Common Stock 0 0
2022-02-28 Moore Sally EVP, Global Head of Strategy D - Restricted Stock Units 4631 0
2022-02-28 Kansler Adam Jason President, Market Intelligence D - Common Stock 0 0
2022-02-28 Kansler Adam Jason President, Market Intelligence D - Restricted Stock Units 8756 0
2023-01-03 Evans Gay Huey director A - A-Award Phantom Stock Units 441.92 335.17
2023-01-03 Jacoby Rebecca director A - A-Award Phantom Stock Units 542.07 335.17
2023-01-03 THORNBURGH RICHARD E director A - A-Award Phantom Stock Units 1393.55 335.17
2023-01-03 RUST EDWARD B JR director A - A-Award Phantom Stock Units 1235.05 335.17
2023-01-03 ESCULIER JACQUES director A - A-Award Phantom Stock Units 735.71 335.17
2023-01-03 MCWHINNEY DEBORAH D director A - A-Award Phantom Stock Units 441.92 335.17
2023-01-03 KELLY ROBERT P director A - A-Award Phantom Stock Units 729.4 335.17
2023-01-03 Hill Stephanie C. director A - A-Award Phantom Stock Units 514.51 335.17
2023-01-03 Morris Maria R director A - A-Award Phantom Stock Units 517.27 335.17
2023-01-03 Livingston Ian Paul director A - A-Award Phantom Stock Units 487.16 335.17
2023-01-03 Washington Gregory N director A - A-Award Phantom Stock Units 484.11 335.17
2023-01-03 Alvera Marco director A - A-Award Phantom Stock Units 512.96 335.17
2023-01-03 GREEN WILLIAM D director A - A-Award Phantom Stock Units 612.22 335.17
2022-12-31 Saha Saugata President, Commodity Insights A - M-Exempt Common Stock 506 334.94
2022-12-31 Saha Saugata President, Commodity Insights D - F-InKind Common Stock 182 334.94
2022-12-31 Saha Saugata President, Commodity Insights A - M-Exempt Common Stock 354 334.94
2022-12-31 Saha Saugata President, Commodity Insights D - F-InKind Common Stock 142 334.94
2022-12-31 Saha Saugata President, Commodity Insights A - M-Exempt Common Stock 196 334.94
2022-11-01 Saha Saugata President, Commodity Insights A - M-Exempt Common Stock 330 316.13
2022-12-31 Saha Saugata President, Commodity Insights D - F-InKind Common Stock 82 334.94
2022-11-01 Saha Saugata President, Commodity Insights D - F-InKind Common Stock 169 316.13
2022-12-31 Saha Saugata President, Commodity Insights D - M-Exempt Restricted Stock Units 506 0
2022-12-31 Saha Saugata President, Commodity Insights D - M-Exempt Restricted Stock Units 354 0
2022-12-31 Saha Saugata President, Commodity Insights D - M-Exempt Restricted Stock Units 196 0
2022-12-31 Kocherlakota Sitarama Swamy Chief Information Officer A - M-Exempt Common Stock 405 334.94
2022-12-31 Kocherlakota Sitarama Swamy Chief Information Officer D - F-InKind Common Stock 139 334.94
2022-12-31 Kocherlakota Sitarama Swamy Chief Information Officer A - M-Exempt Common Stock 341 334.94
2022-12-31 Kocherlakota Sitarama Swamy Chief Information Officer D - F-InKind Common Stock 120 334.94
2022-12-31 Kocherlakota Sitarama Swamy Chief Information Officer A - M-Exempt Common Stock 414 334.94
2022-12-31 Kocherlakota Sitarama Swamy Chief Information Officer D - F-InKind Common Stock 164 334.94
2022-12-31 Kocherlakota Sitarama Swamy Chief Information Officer D - M-Exempt Restricted Stock Units 405 0
2022-12-31 Kocherlakota Sitarama Swamy Chief Information Officer D - M-Exempt Restricted Stock Units 341 0
2022-12-31 Kocherlakota Sitarama Swamy Chief Information Officer D - M-Exempt Restricted Stock Units 414 0
2022-12-31 Tavernier Edouard Head of Global Mobility A - M-Exempt Common Stock 405 334.94
2022-12-31 Tavernier Edouard Head of Global Mobility D - F-InKind Common Stock 191 334.94
2022-12-31 Tavernier Edouard Head of Global Mobility D - M-Exempt Restricted Stock Units 405 0
2022-12-31 Luquette Nancy EVP, Chief Risk Officer A - M-Exempt Common Stock 190 334.94
2022-12-31 Luquette Nancy EVP, Chief Risk Officer D - F-InKind Common Stock 70 334.94
2022-12-31 Luquette Nancy EVP, Chief Risk Officer A - M-Exempt Common Stock 163 334.94
2022-12-31 Luquette Nancy EVP, Chief Risk Officer A - M-Exempt Common Stock 262 334.94
2022-12-31 Luquette Nancy EVP, Chief Risk Officer D - F-InKind Common Stock 67 334.94
2022-12-31 Luquette Nancy EVP, Chief Risk Officer D - F-InKind Common Stock 108 334.94
2022-12-31 Luquette Nancy EVP, Chief Risk Officer D - M-Exempt Restricted Stock Units 190 0
2022-12-31 Luquette Nancy EVP, Chief Risk Officer D - M-Exempt Restricted Stock Units 163 0
2022-12-31 Luquette Nancy EVP, Chief Risk Officer D - M-Exempt Restricted Stock Units 262 0
2022-12-31 Craig Christopher SVP and Controller A - M-Exempt Common Stock 734 334.94
2022-12-31 Craig Christopher SVP and Controller D - F-InKind Common Stock 275 334.94
2022-12-31 Craig Christopher SVP and Controller A - M-Exempt Common Stock 109 334.94
2022-12-31 Craig Christopher SVP and Controller A - M-Exempt Common Stock 176 334.94
2022-12-31 Craig Christopher SVP and Controller D - F-InKind Common Stock 46 334.94
2022-12-31 Craig Christopher SVP and Controller D - F-InKind Common Stock 73 334.94
2022-12-31 Craig Christopher SVP and Controller D - M-Exempt Restricted Stock Units 734 0
2022-12-31 Craig Christopher SVP and Controller D - M-Exempt Restricted Stock Units 109 0
2022-12-31 Craig Christopher SVP and Controller D - M-Exempt Restricted Stock Units 176 0
2022-12-31 Moore Sally EVP, Global Head of Strategy A - M-Exempt Common Stock 253 334.94
2022-12-31 Moore Sally EVP, Global Head of Strategy D - F-InKind Common Stock 119 334.94
2022-12-31 Moore Sally EVP, Global Head of Strategy D - M-Exempt Restricted Stock Units 253 0
2022-12-31 Kemps Steven J EVP, Chief Legal Officer A - M-Exempt Common Stock 506 334.94
2022-12-31 Kemps Steven J EVP, Chief Legal Officer D - F-InKind Common Stock 124 334.94
2022-12-31 Kemps Steven J EVP, Chief Legal Officer A - M-Exempt Common Stock 341 334.94
2022-12-31 Kemps Steven J EVP, Chief Legal Officer D - F-InKind Common Stock 83 334.94
2022-12-31 Kemps Steven J EVP, Chief Legal Officer A - M-Exempt Common Stock 544 334.94
2022-12-31 Kemps Steven J EVP, Chief Legal Officer D - F-InKind Common Stock 162 334.94
2022-12-31 Kemps Steven J EVP, Chief Legal Officer D - M-Exempt Restricted Stock Units 506 0
2022-12-31 Kemps Steven J EVP, Chief Legal Officer D - M-Exempt Restricted Stock Units 341 0
2022-12-31 Kemps Steven J EVP, Chief Legal Officer D - M-Exempt Restricted Stock Units 544 0
2022-12-31 Draper Daniel E CEO, S&P Dow Jones Indices A - M-Exempt Common Stock 202 334.94
2022-12-31 Draper Daniel E CEO, S&P Dow Jones Indices D - F-InKind Common Stock 76 334.94
2022-12-31 Draper Daniel E CEO, S&P Dow Jones Indices A - M-Exempt Common Stock 191 334.94
2022-12-31 Draper Daniel E CEO, S&P Dow Jones Indices D - F-InKind Common Stock 79 334.94
2022-12-31 Draper Daniel E CEO, S&P Dow Jones Indices A - M-Exempt Common Stock 214 334.94
2022-12-31 Draper Daniel E CEO, S&P Dow Jones Indices D - F-InKind Common Stock 89 334.94
2022-12-31 Draper Daniel E CEO, S&P Dow Jones Indices D - M-Exempt Restricted Stock Units 202 0
2022-12-31 Draper Daniel E CEO, S&P Dow Jones Indices D - M-Exempt Restricted Stock Units 191 0
2022-12-31 Draper Daniel E CEO, S&P Dow Jones Indices D - M-Exempt Restricted Stock Units 214 0
2022-12-31 Kansler Adam Jason President, Market Intelligence A - M-Exempt Common Stock 823 334.94
2022-12-31 Kansler Adam Jason President, Market Intelligence D - F-InKind Common Stock 321 334.94
2022-12-31 Kansler Adam Jason President, Market Intelligence D - M-Exempt Restricted Stock Units 823 0
2022-12-31 Steenbergen Ewout L EVP & Chief Financial Officer A - M-Exempt Common Stock 887 334.94
2022-12-31 Steenbergen Ewout L EVP & Chief Financial Officer D - F-InKind Common Stock 358 334.94
2022-12-31 Steenbergen Ewout L EVP & Chief Financial Officer A - M-Exempt Common Stock 819 334.94
2022-12-31 Steenbergen Ewout L EVP & Chief Financial Officer A - M-Exempt Common Stock 1199 334.94
2022-12-31 Steenbergen Ewout L EVP & Chief Financial Officer D - F-InKind Common Stock 331 334.94
2022-12-31 Steenbergen Ewout L EVP & Chief Financial Officer D - F-InKind Common Stock 508 334.94
2022-12-31 Steenbergen Ewout L EVP & Chief Financial Officer D - M-Exempt Restricted Stock Units 887 0
2022-12-31 Steenbergen Ewout L EVP & Chief Financial Officer D - M-Exempt Restricted Stock Units 819 0
2022-12-31 Steenbergen Ewout L EVP & Chief Financial Officer D - M-Exempt Restricted Stock Units 1199 0
2022-12-31 CHEUNG MARTINA President, S&P Global Ratings A - M-Exempt Common Stock 823 334.94
2022-12-31 CHEUNG MARTINA President, S&P Global Ratings D - F-InKind Common Stock 297 334.94
2022-12-31 CHEUNG MARTINA President, S&P Global Ratings A - M-Exempt Common Stock 682 334.94
2022-12-31 CHEUNG MARTINA President, S&P Global Ratings D - F-InKind Common Stock 246 334.94
2022-12-31 CHEUNG MARTINA President, S&P Global Ratings A - M-Exempt Common Stock 762 334.94
2022-12-31 CHEUNG MARTINA President, S&P Global Ratings D - F-InKind Common Stock 299 334.94
2022-12-31 CHEUNG MARTINA President, S&P Global Ratings D - M-Exempt Restricted Stock Units 823 0
2022-12-31 CHEUNG MARTINA President, S&P Global Ratings D - M-Exempt Restricted Stock Units 682 0
2022-12-31 CHEUNG MARTINA President, S&P Global Ratings D - M-Exempt Restricted Stock Units 762 0
2022-12-31 Peterson Douglas L. CEO & President A - M-Exempt Common Stock 3498 334.94
2022-12-31 Peterson Douglas L. CEO & President D - F-InKind Common Stock 1935 334.94
2022-12-31 Peterson Douglas L. CEO & President A - M-Exempt Common Stock 2661 334.94
2022-12-31 Peterson Douglas L. CEO & President A - M-Exempt Common Stock 3918 334.94
2022-12-31 Peterson Douglas L. CEO & President D - F-InKind Common Stock 1472 334.94
2022-12-31 Peterson Douglas L. CEO & President D - F-InKind Common Stock 1744 334.94
2022-12-31 Peterson Douglas L. CEO & President D - M-Exempt Restricted Stock Units 3498 0
2022-12-31 Peterson Douglas L. CEO & President D - M-Exempt Restricted Stock Units 2661 0
2022-12-31 Peterson Douglas L. CEO & President D - M-Exempt Restricted Stock Units 3918 0
2022-12-31 Manis Dimitra EVP, Chief Purpose Officer A - M-Exempt Common Stock 506 334.94
2022-12-31 Manis Dimitra EVP, Chief Purpose Officer D - F-InKind Common Stock 204 334.94
2022-12-31 Manis Dimitra EVP, Chief Purpose Officer A - M-Exempt Common Stock 382 334.94
2022-12-31 Manis Dimitra EVP, Chief Purpose Officer A - M-Exempt Common Stock 544 334.94
2022-12-31 Manis Dimitra EVP, Chief Purpose Officer D - F-InKind Common Stock 154 334.94
2022-12-31 Manis Dimitra EVP, Chief Purpose Officer D - F-InKind Common Stock 244 334.94
2022-12-31 Manis Dimitra EVP, Chief Purpose Officer D - M-Exempt Restricted Stock Units 506 0
2022-12-31 Manis Dimitra EVP, Chief Purpose Officer D - M-Exempt Restricted Stock Units 382 0
2022-12-31 Manis Dimitra EVP, Chief Purpose Officer D - M-Exempt Restricted Stock Units 544 0
2022-12-05 Craig Christopher SVP and Controller A - M-Exempt Common Stock 496 51.55
2022-12-05 Craig Christopher SVP and Controller A - M-Exempt Common Stock 559 77.81
2022-12-05 Craig Christopher SVP and Controller D - S-Sale Common Stock 1055 350.02
2022-12-05 Craig Christopher SVP and Controller D - M-Exempt Options (Right to Buy) 496 0
2022-11-15 Peterson Douglas L. CEO & President D - S-Sale Common Stock 2432 352.07
2022-11-15 Peterson Douglas L. CEO & President D - S-Sale Common Stock 3068 352.91
2022-11-15 Peterson Douglas L. CEO & President D - S-Sale Common Stock 2000 353.84
2022-08-11 CHEUNG MARTINA President, S&P Global Ratings D - S-Sale Common Stock 3000 385.78
2022-08-04 Kansler Adam Jason President, Market Intelligence D - S-Sale Common Stock 14449 371.97
2022-08-04 Kansler Adam Jason President, Market Intelligence D - S-Sale Common Stock 3261 372.65
2022-08-04 Peterson Douglas L. CEO & President D - S-Sale Common Stock 7500 377.13
2022-08-04 BERISFORD JOHN L Executive Advisor D - S-Sale Common Stock 3100 367.85
2022-08-04 BERISFORD JOHN L Executive Advisor D - S-Sale Common Stock 400 368.5
2022-08-04 BERISFORD JOHN L Executive Advisor D - S-Sale Common Stock 100 369.64
2022-08-04 BERISFORD JOHN L Executive Advisor D - S-Sale Common Stock 1500 370.54
2022-08-04 BERISFORD JOHN L Executive Advisor D - S-Sale Common Stock 6634 371.57
2022-08-04 BERISFORD JOHN L Executive Advisor D - S-Sale Common Stock 1716 372.32
2022-08-03 Luquette Nancy EVP, Chief Risk Officer D - S-Sale Common Stock 3200 367.49
2022-08-03 Kemps Steven J EVP, Chief Legal Officer D - S-Sale Common Stock 3434 368.41
2022-08-03 Kemps Steven J EVP, Chief Legal Officer D - S-Sale Common Stock 3433 369
2022-08-03 Kemps Steven J EVP, Chief Legal Officer D - S-Sale Common Stock 3433 370
2022-08-03 Manis Dimitra EVP, Chief Purpose Officer D - S-Sale Common Stock 2690 369
2022-07-01 Draper Daniel E CEO, S&P Dow Jones Indices A - M-Exempt Common Stock 1257 343.33
2022-07-01 Draper Daniel E CEO, S&P Dow Jones Indices D - F-InKind Common Stock 642 343.33
2022-05-13 Luquette Nancy EVP, Chief Risk Officer A - M-Exempt Common Stock 1411 77.81
2022-05-13 Luquette Nancy EVP, Chief Risk Officer A - M-Exempt Common Stock 876 59.92
2022-05-13 Luquette Nancy EVP, Chief Risk Officer D - S-Sale Common Stock 2287 333.74
2022-05-13 Luquette Nancy EVP, Chief Risk Officer D - M-Exempt Option (Right to Buy) 1411 0
2022-05-13 Luquette Nancy EVP, Chief Risk Officer D - M-Exempt Option (Right to Buy) 876 59.92
2022-05-13 Luquette Nancy EVP, Chief Risk Officer D - M-Exempt Option (Right to Buy) 1411 77.81
2022-05-16 Manis Dimitra EVP, Chief Purpose Officer D - S-Sale Common Stock 2000 336.53
2022-05-16 Manis Dimitra EVP, Chief Purpose Officer D - G-Gift Common Stock 549 0
2022-05-05 SCHMOKE KURT L director A - A-Award Phantom Stock Units 364.96 0
2022-05-05 SCHMOKE KURT L A - A-Award Phantom Stock Units 364.96 346.9
2022-05-05 Leroux Monique F. A - A-Award Phantom Stock Units 200.49 346.9
2022-05-05 Leroux Monique F. director A - A-Award Phantom Stock Units 200.49 0
2022-05-05 William Amelio J. A - A-Award Phantom Stock Units 195.55 346.9
2022-05-05 William Amelio J. director A - A-Award Phantom Stock Units 195.55 0
2020-05-01 Geduldig Courtney EVP, Public Affairs A - A-Award Restricted Stock Units 524 0
2022-03-10 Evans Gay Huey A - M-Exempt Common Stock 477 382.75
2022-03-10 Evans Gay Huey D - F-InKind Common Stock 214 382.75
2022-03-10 Evans Gay Huey director D - M-Exempt Restricted Stock Units 477 0
2022-03-10 ESCULIER JACQUES director A - M-Exempt Common Stock 477 382.75
2022-03-10 ESCULIER JACQUES D - M-Exempt Restricted Stock Units 477 0
2022-03-10 CHEUNG MARTINA President, S&P Global Ratings D - S-Sale Common Stock 3870 381.28
2022-03-02 Manis Dimitra Chief Purpose Officer D - S-Sale Common Stock 2636 405.41
2022-03-02 Kemps Steven J EVP, General Counsel D - S-Sale Common Stock 3183 404.04
2022-03-04 Kemps Steven J EVP, General Counsel D - S-Sale Common Stock 1591 407.23
2022-03-01 Kansler Adam Jason President, Market Intelligence A - A-Award Restricted Stock Units 2496 0
2022-03-01 Tavernier Edouard Head of Global Transportation A - A-Award Restricted Stock Units 1229 0
2022-03-01 Moore Sally EVP, Strategic Alliances A - A-Award Restricted Stock Units 768 0
2022-03-01 Draper Daniel E CEO, S&P Dow Jones Indices A - A-Award Restricted Stock Units 614 0
2022-03-01 Kocherlakota Sitarama Swamy Chief Information Officer A - A-Award Common Stock 4231 0
2022-03-01 Kocherlakota Sitarama Swamy Chief Information Officer D - F-InKind Common Stock 1970 390.58
2022-03-01 Kocherlakota Sitarama Swamy Chief Information Officer A - A-Award Restricted Stock Units 1229 0
2022-03-01 Saha Saugata President, S&P Global Platts D - F-InKind Common Stock 858 390.58
2022-03-01 Saha Saugata President, S&P Global Platts A - A-Award Restricted Stock Units 1536 0
2022-03-01 Luquette Nancy EVP, Chief Risk Officer A - A-Award Common Stock 2930 0
2022-03-01 Luquette Nancy EVP, Chief Risk Officer D - F-InKind Common Stock 1228 390.58
2022-03-01 Luquette Nancy EVP, Chief Risk Officer A - A-Award Restricted Stock Units 576 0
2022-03-01 Manis Dimitra Chief Purpose Officer A - A-Award Common Stock 6510 0
2022-03-01 Manis Dimitra Chief Purpose Officer D - F-InKind Common Stock 3471 390.58
2022-03-01 Manis Dimitra Chief Purpose Officer A - A-Award Restricted Stock Units 1536 0
2022-03-01 Craig Christopher SVP and Controller A - A-Award Common Stock 1627 0
2022-03-01 Craig Christopher SVP and Controller D - F-InKind Common Stock 587 390.58
2022-03-01 Craig Christopher SVP and Controller A - A-Award Restricted Stock Units 2227 0
2022-03-01 Kemps Steven J EVP, General Counsel A - A-Award Common Stock 7161 0
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2022-03-01 Kemps Steven J EVP, General Counsel A - A-Award Restricted Stock Units 1536 0
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2022-03-01 Steenbergen Ewout L EVP & Chief Financial Officer A - A-Award Common Stock 16275 0
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2022-02-28 KELLY ROBERT P director A - A-Award Common Stock 31673 0
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2022-01-03 Leroux Monique F. director A - A-Award Phantom Stock Units 370.56 0
2022-01-03 William Amelio J. director A - A-Award Phantom Stock Units 355.8 0
2022-01-03 Washington Gregory N director A - A-Award Phantom Stock Units 203.09 0
2022-01-03 Jacoby Rebecca director A - A-Award Phantom Stock Units 387.17 0
2022-01-03 RUST EDWARD B JR director A - A-Award Phantom Stock Units 851.38 0
2022-01-03 Livingston Ian Paul director A - A-Award Phantom Stock Units 350.39 0
2022-01-03 Hill Stephanie C. director A - A-Award Phantom Stock Units 368.71 461.1
2022-01-03 Hill Stephanie C. director A - A-Award Phantom Stock Units 368.71 0
2022-01-03 Alvera Marco director A - A-Award Phantom Stock Units 367.67 0
2022-01-03 Morris Maria R director A - A-Award Phantom Stock Units 370.56 0
2022-01-03 GREEN WILLIAM D director A - A-Award Phantom Stock Units 434.16 0
2022-01-03 THORNBURGH RICHARD E director A - A-Award Phantom Stock Units 998.09 0
2022-01-03 SCHMOKE KURT L director A - A-Award Phantom Stock Units 783.6 0
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Transcripts
Operator:
Good morning, and welcome to S& P Global's Second Quarter 2024 Earnings Conference Call. I'd like to inform you that this call is being recorded for broadcast. All participants are in a listen-only mode. We will open the conference to questions and answers after the presentation and instruction will follow at that time. To access the webcast and slides, go to investor.spglobal.com. [Operator Instructions] I would now like to introduce Mr. Mark Grant, Senior Vice President of Investor Relations for S&P Global. Sir, you may begin.
Mark Grant:
Good morning and thank you for joining today’s S& P Global's second quarter 2024 earnings call. Presenting on today's call are Doug Peterson, President and Chief Executive Officer; and Chris Craig, Interim Chief Financial Officer. For the Q&A portion of today's call, we will also be joined by Martina Cheung, President of S&P Global Ratings. We issued a press release with our results earlier today. In addition, we have posted a supplemental slide deck with additional information on our results and guidance. If you need a copy of the release and financial schedules, or the supplemental deck, they can be downloaded at investor.spglobal.com. The matters discussed in today's conference call, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including projections estimates and descriptions of future events. Any such statements are based on current expectations and current economic conditions and are subject to risks and uncertainties that may cause actual results to differ materially from results anticipated in these forward-looking statements. Additional information concerning these risks and uncertainties can be found in our filings with the U.S. Securities and Exchange Commission, including our most recently filed Form 10-K. In today's earnings release and during the conference call, we're providing non-GAAP adjusted financial information. This information is provided to enable investors to make meaningful comparisons of the company's operating performance between periods and to view the company's business from the same perspective as management. The earnings release contains financial measures calculated in accordance with GAAP that corresponds to the non-GAAP measures we're providing and the press release and the supplemental deck contains reconciliations of such GAAP and non-GAAP measures. The financial metrics we'll be discussing today refer to non-GAAP adjusted metrics unless explicitly noted otherwise. I would also like to call your attention to certain European regulations. Any investor who has or expects to obtain ownership of 5% or more of S&P Global should contact Investor Relations to better understand the potential impact of this legislation on the investor and the company. We are aware that we have some media representatives with us on the call. However, this call is intended for investors, and we would ask that questions from the media be directed to our Media Relations team whose contact information can be found in the release. At this time, I would like to turn the call over to Doug Peterson. Doug?
Doug Peterson:
Thank you, Mark. S&P Global delivered an incredible first half in 2024 as the second quarter saw accelerated revenue growth, significant margin expansion, and the highest quarterly adjusted EPS in our company's history. Total revenue increased 16%, excluding the divestiture of engineering solutions. Transaction revenue in our ratings division continues to drive significant outperformance at more than 60% growth. The revenue from all our subscription products across the company also increased 8% year-over-year in the second quarter despite some of the market headwins that are common across our industry this year. We delivered 450 basis points of margin expansion year-over-year and 30% growth in EPS as we captured market demand and contained our expense growth. As you saw last month, we also announced our CEO succession plan which I’ll discuss in a moment. We’ve been cultivating more than just our leaders at S&P Global and we’re pleased with the product innovation coming to the market in the second quarter. The June release of CapIQ Pro included significant enhancements, and we launched new benchmarks and commodity insights. We continue to accelerate our deployment of generative AI and launch new capabilities both at the division and enterprise level. We also continue to optimize our portfolio of businesses and products, with Visible Alpha closing in the second quarter and the recent signing of an agreement to divest Fincentric, which we expect to close in the third quarter. We're excited that we get to cover key developments in each of our five strategic pillars this quarter, beginning with our customers. S&P Global rated more than $1 trillion of billed issuance in the second quarter. Growth was diversified across public and private markets, as private market participants increasingly turned to S&P Global for expertise in assessing credit risk. Revenue from rating services in the private markets increased more than 70% year-over-year in the second quarter. We continue to create new products from the combined data sets and solutions of S&P Global and IHS Market to create incremental value for our customers. In the second quarter, we achieved nearly $200 million of annualized run rate revenue synergies. As Chris will discuss in a moment, this puts us ahead of the pace to achieve the $350 million in revenue synergies we're targeting in 2026. It's remarkable that we're able to deliver these strong results despite the well-known market headwinds that continue to impact pockets of our business. Our diverse customer base and broad product portfolio provide for more stable financial performance for the company overall, as headwinds can often be offset by tailwinds. As an example, while renewal rates were slightly lower than last year in market intelligence this quarter, renewal rates were slightly higher than last year in commodity insights. These market dynamics are not unexpected, and the financial impact was largely included in our initial guidance. Despite macroeconomic cyclicality, we continue to find ways to help our customers achieve their goals using our differentiated data and product offerings. This ability to align our product innovation and investment with customer needs was further demonstrated in the second quarter by the acceleration in revenue growth from our private market solutions and our sustainability and energy transition offerings. Turning back to billed issuance, it increased 54% year-over-year in the second quarter. We continue to see tight credit spreads contributing to favorable market conditions. We also saw modest improvement in some of the important macroeconomic indicators, particularly in North America, that have lent strength to the issuance environment. We continue to see particular strength in bank loans and structured finance, along with robust growth in high-yield investment-grade bonds. Refinancing activity was very strong in the quarter as we saw a pull forward of issuance from investment-grade issuers refinancing 2024 maturities, as well as speculative-grade issuers refinancing 2024 and future-year maturities. This leaves some uncertainty around the back half as we wait to see how much of the out-year refinancings get pulled into 2024. This continues to inform our view that the second half will be softer than the first half in terms of billed issuance and transaction revenue in our ratings business. With the timing and likelihood of any rate cuts in the U.S. market still uncertain, our base case still assumes a modest year-over-year decline in issuance in the fourth quarter. Turning to Vitality, newer enhanced products generated $375 million in the second quarter. This represents 11% of our total revenue and an improvement from the 10% we reported last quarter. Key contributors to our Vitality Index are unchanged from last quarter as we see strong demand for CARFAX listings and the CARFAX Banking and Insurance Group. We also see strong growth in energy transition and climate products from our Commodity Insights Division and Sustainable Bonds from Ratings. As you'll recall from last quarter, key contributors from our pricing valuations and reference data, as well as several thematic and factor-based indices, matured out of the Vitality Index at the end of the year. We're encouraged by the continued acceleration and the pace of innovation of S&P Global and look forward to maintaining our Vitality Index at or above the 10% target. As we look to examples of that innovation, a common thread running through many of the products we're bringing to market is our enterprise expertise in generative AI. In the second quarter, we launched ChatAI on Platts Connect. Launched as a new platform combining Platts Dimensions Pro with IHS Connect, the Platts Connect platform provides access to a truly massive amount of data, research, and insights to power the global commodity markets. With the depth and breadth of information in the platform, we new users would need an intuitive way to navigate and find the information that would be critical to their daily workflows. ChatAI is a powerful customer tool developed through a partnership of Kensho and Commodity Insights that uses generative AI models to provide real-time responses to conversational user queries to help them quickly find the necessary data to make informed, faster decisions. In addition to this AI-powered interface, Commodity Insights continues to bring new benchmark Price Assessments to market. Our Platts team introduced five daily Price Assessments for beef and four daily Price Assessments for poultry, as well as a new report with up-to-date coverage of the protein's market. These continue to broaden and strengthen our position in agriculture commodities. We also continue to scale new functionality in our differentiated energy transition offerings. We significantly enhanced our global integrated energy model in the second quarter, which now enables modeling and scenario building for energy demand in over 140 countries using deep data sets going back more than 30 years. With our enterprise focus on artificial intelligence, we've continued to develop internal tools, including new functionality in the S&P Spark Assist platform we introduced earlier this year. Approximately 14,000 of our people are using Spark Assist internally after just a few short months. As we shared with you last quarter, this platform is designed to be cost effective, vendor agnostic, highly scalable, and secure by design. By encouraging collaboration across the enterprise, we're able to quickly iterate on time-saving use cases and share those developments across the company. We're already seeing users leverage S&P Spark Assist to optimize code, rewrite configuration files for software migrations, and summarize complex documents. We've also used it to aggregate and digest feedback and ideas that we receive through our employee engagement surveys in town halls, empowering leadership to more effectively act on what matters the most to our people. We believe this crowd-sourced approach to developing tools shortens the time to discover and develop new applications using GenAI models. Leveraging LLMs from multiple sources allows us to benefit from the rapid innovation taking place across the technology ecosystem without being locked into a single vendor. Lastly, the June release of CapIQ Pro brought powerful enhancements to the platform that we believe will strengthen our competitive position and create meaningful value for our customers. We fully integrated the fixed income data from IHS market, which brings data on more than 19 million government agency and corporate fixed income securities and makes it readily available through the CapIQ Pro platform. This was a tremendous undertaking made possible through the merger that will benefit our existing customers and help potential customers more easily see the incredible value in CapIQ Pro. The June release also included a complete reimagining of the charting and visualization capabilities within CapIQ Pro, deploying the technology and expertise that came to us through the Chart IQ acquisition. Back to the theme of generative AI. We also introduced transcript summarization within CapIQ Pro. This new tool was built organically and not only provides a quick summary of earnings calls, it also organizes topics and sentiment and empowers the user to immediately click through and find the direct quotes behind the summaries. And it's built on a foundation of Scribe developed by Kensho four years ago. I want to take a moment to discuss an important acquisition that closed in second quarter. Visible Alpha is well known and highly respected among both our customers and our investors. And we're excited to see the progress the market intelligence team has already made since closing the deal in May. Visible Alpha compiles highly detailed financial models via direct feed from over 200 contributing brokers. With over 6,000 contributing analysts including most of the analysts joining us on this call, Visible Alpha has the most detailed and comprehensive consensus estimates available anywhere in the world. We frequently hear from customers that they could not do their jobs without it. S&P Global's position as a trusted partner across the financial markets is opening doors for visible health and private equity, banking and consulting, and driving further penetration and asset management and research. Leveraging the strength of S&P Global's relationships, brand and commercial teams, we've already seen a 5% increase in number of contributing brokers in just the last three months. In addition, we've generated over 150 sales leads and closed 10 deals already. We've seen numerous opportunities to leverage the Visible Alpha Platform in conjunction with the differentiated datasets throughout S&P Global to create unique, deep sector content. We look forward to sharing new developments in the coming quarters. Now, turning to a very exciting announcement we made in the second quarter that fittingly comes under our four strategic pillars, Lead and Inspire. In June, we announced that I will be retiring from my role as President and CEO of S&P Global effective November 1st. Martina Cheung, the President of Ratings and Sponsor of Sustainable1, will become the 11th CEO of S&P Global since we were listed on the New York Stock Exchange over 90 years ago. We are very pleased to see our succession plan work the way it was designed, with development of strong internal leaders resulting in a unanimous decision from our board of directors. I'm focused on delivering strong results over the next few months as I work with Martina on a comprehensive transition plan before she takes over November. As you might have seen, I'll stay on the board until the next shareholders meeting and on as an advisor until the end of 2025. Martina has already joined the board of directors and is working hard to get ready for November. We will have more to say on the transition next quarter, but it's been wonderful to see the outpouring of support and appreciation for Martina from customers, employees, and shareholders. Turning to our financial results, with strong growth across every division, we continue to meet increasing market demand while maintaining expense discipline. We saw accelerating revenue growth in the quarter, and on a trailing 12-month basis, we have expanded our operating margin by 300 basis points. Now let me turn to Chris Craig, our interim CFO, to review the financial results. Chris, over to you.
Chris Craig:
Thank you, Doug. We finished the second quarter of 2024 with exceptional performance across the entire company, with three of five divisions achieving double-digit growth in both revenue and operating profit. Reported revenue grew by 14% year-over-year to a record $3.5 billion in the second quarter. And while parts of our market-driven businesses benefited from the tailwinds Doug highlighted earlier, we are also seeing strong performance across strategic investment areas, which I'll touch on shortly. Adjusted diluted earnings per share increased 30% year-over-year to $4.04. This was driven by a combination of our strong revenue growth, margin expansion of 450 basis points, and a 2% reduction in fully diluted share count. Now, turning to strategic investment areas, where I'm pleased to report we saw growth accelerate across all initiatives. Sustainability and Energy Transition revenue grew 23% to $87 million in the quarter, driven by strong demand for Commodity Insights Energy Transition Advisory Services and subscription offerings. Our Sustainable1 team continues to expand the company's sustainability and energy transition offerings, while leveraging cross-divisional industry expertise to provide our customers with broader solutions. In Private Market Solutions, revenue increased by 26% to $134 million. Growth was driven by debt, bank loan, and CLO ratings, and demand for our private market solutions within market intelligence, which includes products like Qval and iLEVEL. For revenue synergies, we exited the second quarter with an annualized run rate of $199 million. During the quarter, we recognized $54 million in revenue synergies, which came from a mix of cross-sell activity and revenue generated from new products. Turning to our divisions, Market Intelligence revenue increased 7% in the second quarter. Desktop grew 6% or 2% when excluding the impact from the Visible Alpha acquisition. Growth in the quarter was impacted by the continued softness in the financial services end market that we've highlighted previously. Nevertheless, we're focused on adding value for our customers by improving performance and introducing new content and capabilities, including the recent integration of markets' fixed income securities data. Data Advisory Solutions grew 6%, driven by expanded coverage and continued investment in the high-growth areas of our market data and valuations and industry and company data product offerings. Enterprise solutions grew 11% as loan platforms such as ClearPar and our primary markets group were beneficiaries of stronger equity and debt capital market activity in the quarter. For modeling purposes, it's important to note that the enterprise solutions business line includes Fincentric. Credit and risk solutions grew 5% due to demand for our RatingsExpressed and RatingsDirect distribution platforms in North America and Europe. RatingsDirect is also benefiting from user adoption of Capital IQ Pro. Adjusted expenses increased 6% year-over-year, primarily driven by an increase in compensation and the impact of the Visible Alpha acquisition. Partially offset by reduction in expenses associated with headcount and outside services. Operating profit increased 9% and operating margin increased 60 basis points to 32.9%. Trailing 12-month margins expanded 90 basis points to 33.3%. Now turning to Ratings where we saw exceptional revenue growth of 33% which exceeded our internal expectations. Transaction revenue grew by 63% in the second quarter, fueled by increased bank loan and bond issuance. Non-transaction revenue increased 9%, primarily due to an increase in annual fee revenue and an increase in new mandates, particularly from the return of high-yield issuers. Adjusted expenses increased 8%, driven by higher compensation, including incentives, as well as investments in strategic initiatives. This resulted in a 52% increase in operating profit and an 810 basis point increase in operating margin to 65.8%. For the trailing 12 months, Ratings margin expanded 570 basis points to 60.9%. And now, turning to Commodity Insights, revenue increased 12%, driven by strong performance across all business lines, with price assessments and Energy and Resources Data and Insights both growing at double digits. Notably, this marks the fifth consecutive quarter of double-digit growth in our Price Assessments business. Price Assessments and Energy and Resources Data and Insights grew 11% and 12% respectively. Both businesses benefited from strong performance in crude and refined products. In addition, we continue to see favorable commercial conditions across both segments, including strong subscription sales across Middle East, Africa, and Asia. Advisory and Transactional services had an exceptional quarter, with revenue growing 32% or 27% when excluding the impact from the World Hydrogen Leaders acquisition. This is driven by strong trading volumes across key sectors in global trading services and a pickup in consulting activity, particularly for energy transition-related initiatives. Upstream Data and Insights revenue grew by 5% year-over-year, benefiting from meaningful contribution from organic investments, including our Upstream Energy Transition offerings, as well as continued improvement in retention rates. For the full year, we expect low single-digit growth for Upstream. Adjusted expenses increased 8% due to higher compensation costs, ongoing investments in growth initiatives, and the acquisition of World Hydrogen Leaders. Operating profit for Commodity Insights increased 16%, and operating margin improved by 170 basis points to 47.3%. Trailing 12-month margin increased by 130 basis points to 46.8%. Now, turning to Mobility. Revenue increased 8% year-over-year, or 9% when excluding the impact of the divestiture of the after-sales business. Dealer revenue increased 11% year-over-year, driven by new business growth in products such as new car listings and continued success in CARFAX. Manufacturing declined modestly by 1%, driven by a decrease in one-time transaction revenue, particularly in our recall business, which can fluctuate based on the level of recall activity in any given period. This was partially offset by another strong quarter of subscription sales. Financials & Other increased 13% as the business line benefited from historically high underwriting volumes. Adjusted expenses increased 7% due to planned investments in strategic growth initiatives, partially offset by a reduction in incentive compensation expense. This resulted in operating profit increasing by 10% for the quarter, and operating margin improving by 60 basis points to 40.9%. Trailing 12-month margin contracted by 10 basis points to 38.8%. Now, turning to S&P Dow Jones indices. Revenue increased 12%, primarily due to strong growth in asset-linked fees, which benefited from higher AUM and growth in our data and custom subscriptions offerings. Asset-linked fees were up 16%, driven by market appreciation and inflows. Impressively, the Global ETF market saw record inflows in excess of $300 billion on a trailing 12-month basis, highlighting the continued shift to passive investing and opportunities for future growth. Exchange-Traded derivatives revenue grew 4%, primarily driven by strong volumes across our equity complex products. Data and custom subscriptions increased 6% year-over-year, driven by new business growth in end-of-day contracts and real-time data. Expenses increased 4% year-over-year, driven by investments in strategic growth initiatives and an increase in incentive compensation expense. Indices operating profit increased 15% and impressively operating margin expanded by 210 basis points to 70.7%. On a trailing 12-month basis, indices operating margin expanded by 150 basis points to 69.8%. Looking at the quarter holistically, we saw broad strength across the business. Market factors like issuance volumes and asset price appreciation contributes to strong growth in our market driven businesses. And our subscription business lines benefited from the continuing investment in our differentiated data, content, and workflow capabilities. We are pleased with the profitable growth delivered by the combination of strong customer demand and disciplined execution in the quarter. And with that, I will now turn it back to Doug to discuss our outlook for the second half of the year. Doug?
Doug Peterson:
Thank you, Chris. Our financial guidance assumes Global GDP growth of 3.3%. U.S. inflation is 3% and an average price for Brent crude of $84 per barrel. We continue to see fluctuations in the market expectations for rate cuts. Though our base case still assumes there'll be one rate cut in the U.S. in the second half of 2024. While the macroeconomic indicators that help inform our guidance are very similar to last quarter, we're significantly raising our financial outlook for the full year. We're increasing our build issuance forecasts for 2024 by nearly 20 percentage points. Given the dramatic increase in issuance in the first half, we now expect growth in build issuance to be approximately 25% compared to our prior range of 6% to 10%. In our most recent study of debt financing, we examined the volume of debt set to mature over the next several years. We're presenting this data in a slightly different way than we have in the past in the hopes it's more easily interpreted by analysts and investors. Here, we compare the amount of S&P global rated debt set to mature over the next six months, 18 months, and so on out more than seven years as of July 1st in each of the last three years. As you can see, there is very little debt set to mature over the second half of 2024, though this is consistent with what we've seen in prior years. On a cumulative basis, the maturity walls coming over the next several years gives us confidence in the long-term strength of our business. Though the timing of that refinancing activity remains difficult to predict on a quarter-by-quarter basis, all of these factors impact our new full-year guidance calling for higher growth, stronger margins, and substantial generation of free cash. This slide illustrates our current guidance for GAAP results. We're once again raising our enterprise outlook for the full year on all headline metrics given the strength of the second quarter and our improved outlook for the second half. We now expect revenue growth in the range of 8% to 10%, adjusted operating margin expansion of 125 basis points to 175 basis points, and adjusted diluted EPS in the range of $14.35 to $14.60, representing a $0.50 increase from our prior guidance. Additional details on our consolidated financial guidance can be found on our press release, but I also wanted to note that we've increased our guidance for adjusted free cash flow to approximately $4.7 billion, up $200 million from our prior guidance, and reflecting the strong results year-to-date. Moving toward division outlook, our revenue guidance for Market Intelligence is unchanged, and we continue to expect revenue growth in the range of 6% to 7.5%. This guidance reflects the contribution from Visible Alpha, which closed in May, largely offset by the loss of revenue following the divestiture of Fincentric later this quarter. Importantly for models, Visible Alpha is reported in the desktop business line for Market Intelligence, which should accelerate on a reported basis in the second half, while Fincentric is reported in the enterprise solutions business, which should see a corresponding deceleration in the second half following the divestiture, particularly in the fourth quarter. We're raising our outlook for Ratings Business substantially, following the second quarter performance. We still expect the second half to be softer than the first, reflecting normal seasonality, but exacerbated by the level of pull forward that we believe took place thus far this year. For the second half, the favorable market conditions and improved visibility and form a slightly more optimistic view around the third quarter in a modest year-over-year decline in both build issuance and ratings transaction revenue in the fourth quarter. Our revenue guidance for commodity insights is unchanged. We're slightly lowering and tightening the guidance range from ability revenue growth. As we noted last quarter in this morning, the recall business has been abnormally soft year-to-date, and we expect that softness to continue in the second half. The recall business is non-recurring and difficult to predict, but the lowered outlook means that the remainder of the revenue is more predictable, recurring subscription, which gives us confidence in the tighter range of 8% to 9% revenue growth compared to the prior range of 8.5% to 10%. We've also seen significant outperformance in our indices division in the first half, and we're raising our guidance again. We now expect revenue growth in the range of 10% to 12%, up from 9% to 11%. Importantly, this guidance assumes market levels are essentially flat from levels at the end of June. Turning to our margin outlook, for Market Intelligence, while the revenue impacts from Visible Alpha and Fincentric, are largely offsetting, the net impact is expected to be modestly dilutive to margins in 2024. As such, we're lowering the margin guidance for Market Intelligence to a range of 33% to 34%. For Ratings, we're raising the margin guidance by 100 basis points to reflect the strong revenue outperformance, partially offset by higher expected incentive compensation expense. Commodity Insights margin guidance is unchanged. For Mobility, given our expectations for softer revenue from the recall business, we now expect margins in the division to be slightly lower in the range of 38.5% to 39.5%, down 50 basis points from prior guidance. Our margin expectations for Indices are unchanged despite the higher expected revenue growth as we plan to continue investing to position the business for growth through 2024 and beyond. With that, I'd like to invite Martina Cheung, President of S&P Global Ratings and Executive Lead for Sustainable1, to join us. I'll turn the call back over to Mark for your questions. Mark?
Mark Grant:
Thank you, Doug. [Operator Instructions] Operator, we will now take the first question.
Operator:
Thank you. Our first question comes from Ashish Sabadra with RBC Capital Markets. Your line is open.
Ashish Sabadra:
Thanks for taking my question. Congrats to both Doug and Martina. I just wanted to kick off with MI. As we think about, I was wondering if you could talk about the pipeline there. Also, if you could talk about what you're seeing on the sales cycle trend. And how do we think about the Desktop business going forward? Obviously, we see the acceleration from Visible Alpha, but just underlying growth in that business with getting all the info data there? Thanks.
Douglas Peterson:
Thank you, Ashish. This is Doug. First of all, thank you for the question. And let me start by mentioning that the softness that we saw was something that we expected. As you know, there were over 60,000 seats that were eliminated from banks and investment banks since the COVID cycle. We saw softness as the interest rates had gone up. They spiked in 2022 under with underlying inflation. We do see some of that business starting to come back. You saw very strong debt capital markets, equity capital markets. Some of the investment banks signaled that there was going to be a return of M&A. But we do see that within the large banks, so basically, the sell side that there is some talk about vendor consolidation, there's a slowdown in the negotiation of contracts. So let me talk about a few of the ways we think about it. First of all, as you know, we have enterprise contracts. The enterprise contracts are not negotiated by seat. They're not negotiated every single year. We see that we have a strong opportunity to bring more and more data to the discussion as people look at vendor consolidation. As we enhance our technology, we improve all of our different products and services that we have. You heard us talk about what we've been doing with the Desktop by enhancing it with new services and new products. But let me turn very quickly to a couple of the products themselves. As the Desktop was enhanced with Visible Alpha. Visible Alpha is a must have product and service. As I said in the prepared remarks, probably everybody on this call is using it. We've seen a great increase in people coming to the product. When we closed the deal, we had 180 contributing brokers. Now we have over 200. We also saw that with the new release of the Desktop, a really good results from the new visualization tools that we added. Let me mention one other sub segments on Enterprise Solutions, which grew at 11%. That also was very much driven by what we saw happening with the capital markets improving. So we see, many different aspects to Market Intelligence. The last thing I want to mention is we did reiterate our guidance, which is in line with what we said earlier this year. Thanks for the question.
Operator:
Thank you. Our next question comes from Manav Patnaik with Barclays. Your line is open.
Manav Patnaik:
Thank you. If I could just follow up on that in Market Intelligence. Firstly, could you help us with the annualized contribution both from Visible Alpha and I guess what's lost from Fincentric? And just along those lines, what we should anticipate in terms of your continued participation in this vendor consolidation? And are there other things like Fincentric that could be cleaned up there as well?
Douglas Peterson:
Yes, let me start with what we believe is really important for us is our capital allocation model. As we believe that it's really important to continually be looking at our portfolio to ensure that everything that's in part of S&P Global contributes to the whole, that helps the enterprise be stronger, that we see opportunities for some sort of consolidation either through technology, through sales cycles, through product research, etcetera. So we believe that this was both of these transactions, Visible Alpha coming in and Fincentric going out, were both really valuable overall for S&P Global. Now when you think about the modeling that I mentioned on the prepared remarks, Visible Alpha roughly adds about 1% of growth and Fincentric basically takes out about 1% of growth. But as I mentioned also, they're in different segments. The Visible Alpha is in the desktop segment and the Fincentric is in the enterprise solution segment. So you're going to see a slightly different growth rate in each of those based on the Visible Alpha coming in and Fincentric going out. To the second part of your question about vendor consolidation or discussions with the different organizations, we bring incredible strength because of the data and the analytics we have across the entire platform. Not only do we have the traditional market intelligence and financial services, desktop and other solutions, we also have information, for example, which we've been investing in private credit, private markets. We have a really strong sustainability platform which is becoming more and more important. So we can bring data services, data sets from across S&P Global that make it very relevant to any discussion we're having as people look at consolidating their data relationships. Mark's going to add to this.
Mark Grant:
Yes, Hey Manav, just to make sure we're really clear here, the percentage points impact that we're talking about were to market intelligence revenue growth, not to the company as a whole. Thanks.
Operator:
Thank you. Our next question comes from George Tong with Goldman Sachs. Your line is open.
George Tong:
Hi, thanks. Good morning. You raised your build issuance outlook from 6% to 10% to about 25% for the full year. In terms of issuance category, where did your outlook for the year change the most for build issuance and what were the drivers?
Martina Cheung:
Hi, George. It's Martina. Thanks so much for the question. I would say we saw growth in the build issuance outlook for the full year across all categories, but I would say accelerated growth in high yield and bank loan ratings. We did see very strong issuance in the first half in investment grade, but that was characterized more by an acceleration in Q1, slightly tapering off in Q2. A lot of that refinancing activity in investment grade was done last year and in Q1. So a bit of a taper off there overall. Some more modest expectations for investment grade for the full year. High yield at BLR, very strong growth. I would say maybe a couple of sub-asset classes to highlight. CLOs is expected to have a very strong year from an issuance standpoint, for example, and a number of other sub-asset classes in structured finance that are seeing quite a bit of growth, for example, data center securitizations. Hope that helps. Thanks for the question.
Doug Peterson:
Thanks, George.
Operator:
Thank you. Our next question comes from Faiza Alwy with Deutsche Bank. Your line is open.
Faiza Alwy:
Yes. Hi. Good morning. I wanted to ask about the index business and what you're seeing there specifically with data and subscriptions. I know at one point we had talked about sort of growth accelerating here. So just curious on what type of trends you're seeing generally in the index business and on the subscription side.
Doug Peterson:
Yes. So let me start with what we're seeing thematically. As you know and as Chris mentioned in the prepared remarks, we've seen massive flows from active to passive. That continues to be a trend. And within that space, a lot of the flows go to U.S. equities. And within U.S. equities, S&P, Dow Jones indexes picks up the bulk of that. So you've seen that coming through last quarter in terms of volume. There was also some increase in the value, the AUM value. So we benefited from that with the 16% growth in the asset linked fees. As some of those fees are going to be seen on a lagged basis. So we expect that we built into our guidance the expectation that the market was going to remain flat for the rest of the year. But we would see some increases, those average flows continue to come through the rest of the year. In terms of themes, we continue to see a lot of interest in different types of asset classes. So within even the asset class of the S&P 500 large cap U.S., we've had new partnerships with some large asset managers with new types of S&P 500 funds. The S&P 500 quality, the S&P 500 economic ETF. We also see a lot of innovation around fixed income and credit through the Cboe iBoxx emerging market bond index. We've also seen some really interesting new products coming out that bring in mid-cap using our indices, the Vanguard S&P Global 1200 ADR. So across the board, we're seeing a lot of new interest, asset classes. Another one which we want to mention very briefly relates to the private markets and private credit. This is an area where we have a lead. We already have strong positions in private credit indices. And we'll be building that out much more as we take advantage of this asset class, which has a lot of interest in the market. Thanks, Faiza.
Operator:
Thank you. Our next question comes from Heather Balsky with Bank of America. Your line is open.
Heather Balsky:
Hi, thank you very much. I was hoping to ask about investment spend, especially given the success you're seeing in terms of your strategic investments. How are you thinking about the pace of spending going forward, especially as issuance continues to recover? Any changes in philosophy there?
Douglas Peterson:
Heather, let me take that. And as you know, we always believe that it's important for us to have investment in new products, new areas, new services. You saw the benefit of many of those this quarter. Our Vitality Index, which is revenue that we start the beginning of the year with about a 10% approach to what we want to see for the percentage of our revenue, that grew this quarter to 11%. That's a very important indicator for us to see growth in the innovation, the investments we're making. We've been investing in a couple of key areas. Private markets is one. Another relates to Sustainability & Energy Transition. Artificial intelligence is one, and there's many other subcategories that are important for us. We know that the ability to continue to have loyal customers, the ability for us to generate positive pricing is always going to be based on the value that we bring to our markets, the value we bring to our customers. So you're going to see us continuing to set aside capital to invest. And fortunately, we've been very successful in the last few years. That doesn't mean that we are successful with everything we do, but we're very pleased with the track record we have. Thanks so much for the question, Heather.
Operator:
Thank you. Our next question comes from Toni Kaplan with Morgan Stanley. Your line is open.
Toni Kaplan:
Thanks so much. I wanted to ask about AI. You had a very early head start when you bought Kensho, but maybe just talk about how you're viewing the competitive position now. Have competitors closed the gap by working with Microsoft? And also maybe just talk about your opportunity to use your proprietary data within new AI products. Thanks.
Douglas Peterson:
Thanks, Toni, for that. I'm going to start and then hand it over to Martina, who can give some practical applications. As you know, when we first bought Kensho six years ago, we had a vision that artificial intelligence tools were going to be used by people like us on this call to enhance our decision-making, to make us -- allow us to make decisions faster with more data. And we're seeing that play out, especially now that artificial intelligence has moved into generative AI. As you know, we have in place a system of governance, where we have a Chief AI Officer for the Company. We have an AI Council. We have a system towards ensuring that we have the right kind of training across the entire company. We have an accelerator if we see a really good opportunity that we want to move fast on. But really at the foundation of everything is an open architecture model. We've built something called S&P Spark Assist, which is now used by over 14,000 users. S&P Spark Assist allows us to bring our models into our model garden and use it as a copilot. It means that we can be agnostic towards which model is best. We think that it's bringing us all kinds of new opportunities. You saw this quarter, we announced the launch of Chat AI on Platts Connect. This is a really good product. I actually use myself this quarter the transcript summaries on CapIQ Pro. Those are really valuable. But I think Martina can add some to this with applications that she's seeing on the ground in Ratings.
Martina Cheung:
Yes. Great. Thanks, Doug. Thanks for the question. I would say in Ratings that we've had, like most other organizations, dozens of pilots underway. We're very excited overall about the potential for GenAI to improve quality, to create efficiency and time to market for our core Ratings business. And one example I thought would be interesting is what you've mentioned in the past that we had focused in on a tool to help our CLO credit analyst with making sense of very complex CLO documentation. And that proved to be fortuitous, given the very, very busy year that we've seen so far in CLOs. And we're excited about this tool which we're deploying out into production for our analysts over the second half of the year and its ability to help save time for the analysts so they can focus in on the important jobs of getting the ratings done. Just other minor point for us, more major point for Market Intelligence, but as a rating agency and with a very large pool of credit analysts using RatingsDirect on CapIQ Pro, we're super excited about the work that Market Intelligence is doing to build out a GenAI interface on RatingsDirect and CapIQ Pro, and we've been helping them do that as well. Thanks for the question.
Douglas Peterson:
Thanks, Toni.
Operator:
Thank you. Our next question comes from Alex Kramm with UBS. Your line is open.
Alex Kramm:
Hey good morning everyone. Just wanted to come back to Market Intelligence and the performance there. And I'm particularly interested in the cyclical upside and downside. We obviously all realized that since market came in, the business is a little bit more cyclical. And when I look at this quarter, non-subscription and recurring variable, both up double digits or more than double digits. So it seems like the cyclical side is helping you a little bit already. So can you maybe just talk about where you think you are on the more cyclical elements in that business? And what the biggest things we should still be looking for, i.e., IPO markets opening up, etcetera, to drive cyclical upside even higher, and maybe you can dimensionalize that in terms of revenue potential upsides from as markets open up. Thank you.
Douglas Peterson:
Yes. Thanks, Alex. As you know, we already built in our expectation into the guidance that we gave. But when we look at some of the cyclicality that took place, we grew in the Enterprise Solutions sub segment almost 11%. And this included some revenue that came from some non-subscription revenue, things like we had strong growth in lending solutions and markets. We had very strong growth in regulatory and compliance. And these were -- these are some of the areas that really are driven by volume. If you ask me, what are some of the key factors that we're going to be watching very closely, obviously, interest rates is number one. We gave you our expectation of one interest rate decrease of 25 basis points at the end of the year would be in the fourth quarter, more likely towards the end of the fourth quarter. We see that the markets have different views on that. In the recent earnings calls, a couple of banks show that they would have that they would have up to 3 interest rate declines this year. But we're not including any of that into our own guidance. The other factor we're going to look at quite closely is M&A revenue and M&A activity in the investment banks. M&A is still relatively weak. It's not on a track for what we would normally have seen. It was incredibly strong in 2020, 2021. And ever since then, it's been quite weak. And so we did see some green shoots of M&A activity this quarter, but there's a lot of pent-up capital, a lot of firepower in private credit, in private equity. There's a lot of private equity that's sitting on the sidelines getting ready for exits. There's a lot of M&A activity that's ready, we believe, from corporates. We're going to be looking at how they're going to be managing their own balance sheets and their own capital positions. So it's our view that over time, these are going to be some tailwinds that would benefit us, but that's not built into our guidance for this year. Thanks, Alex.
Operator:
Thank you. Our next question comes from Scott Wurtzel with Wolfe Research. Your line is open.
Scott Wurtzel:
Hey good morning guys. Thanks for taking my question. I wanted to ask on the revenue synergy side. Obviously, it seems like you're making very good progress there against your targets. I know going back the last few quarters, we've talked about maybe a little bit more shift from cross-sell to new product development. So just wondering if you could maybe help contextualize a little bit more in terms of the synergies that were recognized during the quarter in terms of new product versus cross-sell? Thanks.
Douglas Peterson:
Thank you, Scott. Let me take that and talk about what we're seeing really are important. We still mostly see cross-sell. That's the most important source of our growth, but we are now very successfully launching new products. We had over 21 products that were launched so far this year in Market Intelligence. We have 9 in the Commodity Insights area. And then we have a good pipeline between the rest of the year of another about 15 between those 2 divisions. In Indices, we've launched a series of new approach to providing custom indices using the fixed income and credit indices that were from IHS Markit. But as I said, the cross-sell has been really, really important. We probably underestimated the value and the power of the S&P Global brand. And we also probably underestimated the diversified relationships that we have. If you think about the Financial Services business at IHS Markit, it was a Financial Services business. But at S&P Global, we've always had a very strong corporate business, government, academics, all types of financial services. It's buy side, sell side, it's sovereign wealth funds, etcetera. So we believe that we've had the opportunity to bring that very powerful set of clients, diversified clients and bring them to many, many more products and services for the financial services products. That's been one of the big upsides. But let me just take one step back and point to a couple of things we already talked about. Adding 19.4 million prices, bond prices into CapIQ Pro, that was one of our synergy opportunities. That's something that's tangible. You can see that. We've also had in Commodity Insights a whole new set of products. We talked earlier about ChatAI, which was added to a feature. So that takes what we have from artificial intelligence layered on top of Commodity Insights platform. That platform was a merger of Platts Dimensions Pro and Connect, which was the IHS Markit platform. So there, you can see it everywhere in the company. We're at $199 million run rate. That was $54 million in the quarter, and we're on track. We're actually ahead of track, and we're very, very pleased with that. And so keep asking, and we will keep delivering. Thank you so much.
Operator:
Thank you. Our next question comes from Andrew Nicholas with William Blair. Your line is open.
Thomas Roesch:
Hi, good morning. This is Tom Roesch on for Andrew. I want to -- in the first quarter, you guys talked about a number of private deals being refinanced in the public markets. I was wondering if you could provide any color on what you saw this quarter in the sense of refis coming from private to public markets. And if you kind of see that trend continuing where more that is coming from the private markets than the public? Thank you.
Martina Cheung:
Hey Tom, this is Martina. Thanks for the question. It's been interesting, certainly some different trends in the two quarters. As you said, we certainly saw more in the first quarter go from private to public. We actually saw going both directions in the second quarter. Some of that we see as being more attractive pricing in the private markets compared to what might have been available in the first quarter. But I think all of this goes to the original thesis and strategy that we've had around private markets, which is, number one, we see this opportunity. We've had a very specific strategy around it. And we have continued to say since Investor Day that we will be ready to serve the debt wherever it comes, whether it's the public market or private markets. And you see that strategy on the private side play out with the results in Q2, the 70% growth in our private market's revenues and Ratings obviously, as well as the broader public market bond rating growth that we've seen on the transaction side as well. So this is a good story for us. These two trends are complementary for us. We've got the right capacity. We've got the right expertise around this, and we feel good about our position to serve the debt either way going forward. Thanks for the question.
Douglas Peterson:
Thanks, Tom.
Operator:
Thank you. Our next question comes from Owen Lau with Oppenheimer. Your line is open.
Owen Lau:
Hi, good morning. Thank you for taking my question. So for Rating, one of your competitors guided to high teens growth for the full year, and you have around 14% to 16% growth. I mean it's not that way off, but I'm curious to see if you have done any analysis to try to understand the delta and different assumptions. And also how much impact for your one run rate cut I think at the end of the fourth quarter assumption would impact your Rating revenue guidance? Thanks.
Martina Cheung:
Thanks so much, Owen. As you know, we don't plan with competitors in mind if that's a clear way to say it. We feel very good about the strategy that we set out. Obviously, the over performance comes in a variety of ways. First, it is a very strong market revenues, but we've also been able to meet that demand either because we've had a specific strategy as in the case of private markets, but also in other cases where we've preserved capacity and expertise over the last couple of years, and we can handle additional volumes. So we feel very good about that. I would say overall, our growth rate with the new guidance 14% to 16% reflects a couple of key drivers that Doug highlighted in his remarks. First is that we continue to hear totally from the market that issuers are avoiding, in particular Q4. And so that certainly has a tapering effect on the back half of the year for us overall. I would say we've also -- I think you maybe alluded to this a little bit of a tougher comp in the back half, whether it's lapping that onetime revenue from the second half of last year, but also a very, very strong Q4 from last year. And as Doug said, we'd expect a modest year-over-year decline in Q4. But overall, if you look at the full year, we feel really good about it. It reflects growth not just on the transaction side, but on the key strategic areas, strong performance and growth as reflected in the second quarter, things like our annual fees where we continue to align the value with the economics that we have with the customer and good growth in other areas such as new mandates. So a great story for us overall, I think. Thanks for the question.
Douglas Peterson:
Thanks, Owen.
Operator:
Thank you. Our next question comes from Craig Huber with Huber Research Partners. Your line is open.
Craig Huber:
Great. Thank you. I believe three months ago, you guys said in Market Intelligence that you've expected to perhaps see some improvements in the growth rates of Market Intelligence revenue in the second half of the year. You obviously have your guidance where you kept flat for the revenue outlook for the full year, given what's happened in the first half of the year. Do you still feel it's possible just given the new products you've cited here?
Douglas Peterson:
Craig, it's possible. As you heard in a couple of questions ago, I talked about some of the potential tailwinds that we could see in the business, whether it's related to rates, to M&A activity, but we don't build the guidance based on wishful thinking. We have to build on what we see, what our expectations are. So the guidance is built right now based on what we see in the market, and that's why we've guided for the top line growth to be consistent where it was the last time we provided guidance. Thanks, Craig.
Operator:
Thank you. Our next question comes from Andrew Steinerman with JPMorgan. Your line is open.
Andrew Steinerman:
Hi Doug, on MI, could you just tell us directionally how MI organic ACV growth did in the second quarter compared to the organic revenue growth? And with the possibility of acceleration, my question is, is organic ACV growth at MI accelerating?
Douglas Peterson:
Well, we don't report on ACV. It's not a metric that we use. We report on revenue. We -- obviously, we do look at our sales pipelines. And we're very pleased with what I mentioned earlier with the opportunities we see in cross-sell with the power of the brand, with the ability to open doors for new clients. We have a very strong pipeline of innovation that's coming through. We're incredibly pleased with Visible Alpha. I can't just, I almost can gush about it, what the opportunities are there, what it means for our ability to cross-sell because of Visible Alpha. So I think that for us to keep looking forward, this is a really powerful franchise, whether it's in the Desktop area, the data and advisory, the industry research that we're providing. It's in the Enterprise Solutions and then in the Credit & Risk Solutions. We know Credit & Risk Solutions is an area that is in growing demand because of what's happening in the volatility of the market. So across the board, we're quite pleased with our progress. You can also see it from what we're delivering from the synergies. But we don't use ASV. That's not one of the metrics that we use for -- that we report on. Thanks, Andrew.
Operator:
Thank you. Our next question comes from Jeff Meuler with Baird. Your line is open.
Jeffrey Meuler:
Yes, thank you. I just want to make sure there's nothing in Mobility beyond the recall weakness or variability. I get it. The sales growth looks good. Vitality products sound good. But the reason I ask is you also lowered the segment margin guidance. And I know there's a range of products there, but I think a lot of the recall products are lower margin. So I'm just trying to confirm there wasn't a change in the subs booking trajectory or trends from the CDK ran similar impact on some of your clients or anything else? Thank you.
Christopher Craig:
Thanks for your question. Well, for sure, when we look at the subscription growth, it's actually been tremendous this quarter. When you look back, 81% of the revenue is driven out of subscription growth, and that grew 10.5%. In terms of the recall activities, actually very high-margin business that comes through. So when we do see that loss and slowdown in the recall, that actually does impact margins fairly significantly.
Douglas Peterson:
Thanks, Jeff.
Operator:
Thank you. Our next question comes from Jeff Silber with BMO Capital Markets. Your line is open.
Jeffrey Silber:
Thanks so much. I know you don't provide specific guidance by quarter, but I was wondering if you can provide any color between what you're expecting 3Q, 4Q, anything to call out? You mentioned you expect a decline in issuance in the fourth quarter, but anything else on the revenue or expense line, that will be helpful for us. Thank you.
Douglas Peterson:
As you mentioned, we don't provide guidance by quarter. You already mentioned the one thing that we've seen, which relates to some issuance potentially between the third and fourth quarter. But there's nothing else. Chris, do you want to add anything?
Christopher Craig:
No, nothing else.
Douglas Peterson:
Okay. Great. Thank you. Thanks, Jeff.
Operator:
Thank you. Our next question comes from Russell Quelch with Redburn Atlantic. Your line is open.
Russell Quelch:
Yes, hi guys. In Commodity Insights, this is the fourth quarter of double-digit top line growth. The midpoint of the guidance implies 6.7% growth for H2. So I'm wondering why you're expecting such a strong slowdown in H2 in Commodity Insights. It seems much more than a tough comp. And if I look at seasonality, it's normally the other way around in the second half is normally stronger than the first half. So can you just address that for me, please?
Douglas Peterson:
Yes. Let me mention, first of all, Commodity Insights has had a really good run. It's an important area for the global markets. You see that everywhere we go, kind of every single conversation I ever have, we're talking about energy transition. We're talking about ESG. We're talking about what's happening the future of metals, mining. As you see, we launched some new products related to egg [ph], beef and poultry benchmarks. But when you look at the overall dynamic in the business, we've had a really, really strong performance in the advisory and transaction services area. It grew at 32% in the quarter. This is an area that is -- it's more volume driven. It's transaction driven. We don't want to necessarily project for the rest of the year that, that kind of level of transaction services is going to continue. So we've guided to the level which is more of a blend of the rates coming from upstream, from price assessments, from energy resources and Data and Insight. So that's what you can see the difference that brought us back down to a level from the 8% to 9%. Thanks, Russell.
Operator:
Thank you. Our final question will come from Surinder Thind with Jefferies. Your line is open.
Surinder Thind:
Thank you. Just a big picture question on terms of when you put together guidance overall, how do you think about visibility in the current environment relative to maybe where it's been in years past? Is client behavior a bit more difficult to project across some of the different line items? Or how should we think about the quality of the forecast at this point?
Douglas Peterson:
Well, I think that's half a year left. We believe that we've got a pretty good view on what the pipeline is for the rest of the year. As I mentioned throughout, there are certain factors which are maybe a little bit more market driven like interest rates and M&A. There's always going to be uncertainty around that. We have to work closely with our analysts that are close to the market. There's analysts that are working all the time with the buy side, the sell side. We get feedback from them. We also have relationships directly with bankers to understand what they're seeing in their pipelines of debt capital markets, equity capital markets, M&A. So we have an informal and formal way to gather information to use for our guidance for the rest of the year, and we look very carefully at that. And it's something that we've built into this year. You see the results of that. Overall, we're incredibly pleased with where we are. But with that, Surinder, thank you very much for joining the call. And let me wrap it up and close the call. And I want to thank everyone again for joining the call today and for your questions. I also want to thank Martina for joining us. Martina, thank you very much for being on the call. I want to congratulate her here, she's in the room, for appointment as the next CEO of S&P Global. At the next earnings call, you're going to hear a lot more about the transition, which is starting to take place, and it's going incredibly well. I also want to thank all of our people, as always. We have tremendous people in this company that delivered a strong quarter. We've got incredible, really good initiatives that we're developing and delivering in energy transition, sustainability with private markets, with generative AI. We continue to make great progress on our synergies from the merger, and we're very pleased with all of that. So I also hope that everybody gets a little bit of time this summer. So enjoy some time over the summer, and I look forward to seeing everyone on the next call. Thank you all very much.
Operator:
That concludes this morning's call. A PDF version of the presenter slides is available for downloading from investor.spglobal.com. Replays of the entire call will be available in about two hours. The webcast with audio and slides will be maintained on S&P Global's website for one year. The audio-only telephone replay will be maintained for one month. On behalf of S&P Global, we thank you for participating, and wish you a good day.
Operator:
Good morning, and welcome to S&P Global's First Quarter 2024 Earnings Conference Call. I'd like to inform you that this call is being recorded for broadcast. [Operator Instructions]
I would now like to introduce Mr. Mark Grant, Senior Vice President of Investor Relations for S&P Global. Sir, you may begin.
Mark Grant:
Good morning, and thank you for joining today's S&P Global First Quarter 2024 Earnings Call. Presenting on today's call are Doug Peterson, President and Chief Executive Officer; and Chris Craig, Interim Chief Financial Officer. For the Q&A portion of today's call, we will also be joined by Adam Kansler, President of S&P Global Market Intelligence; and Martina Cheung, President of S&P Global Ratings.
We issued a press release with our results earlier today. In addition, we have posted a supplemental slide deck with additional information on our results and guidance. If you need a copy of the release and financial schedules or the supplemental deck, they can be downloaded at investor.spglobal.com. The matters discussed in today's conference call may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including projections, estimates and descriptions of future events. Any such statements are based on current expectations and current economic conditions and are subject to risks and uncertainties that may cause actual results to differ materially from results anticipated in these forward-looking statements. Additional information concerning these risks and uncertainties can be found in our Forms 10-K and 10-Q filed with the U.S. Securities and Exchange Commission. In today's earnings release and during the conference call, we're providing non-GAAP adjusted financial information. This information is provided to enable investors to make meaningful comparisons of the company's operating performance between periods and to view the company's business from the same perspective as management. The earnings release contains financial measures calculated in accordance with GAAP that corresponds to the non-GAAP measures we're providing and contains reconciliations of such GAAP and non-GAAP measures. The financial metrics we'll be discussing today refer to non-GAAP adjusted metrics unless explicitly noted otherwise. I would also like to call your attention to certain European regulations. Any investor who has or expects to obtain ownership of 5% or more of S&P Global should contact Investor Relations to better understand the potential impact of this legislation on the investor and the company. We are aware that we have some media representatives with us on the call. However, this call is intended for investors, and we would ask that questions from the media be directed to our Media Relations team whose contact information can be found in the release. At this time, I would like to turn the call over to Doug Peterson. Doug?
Douglas Peterson:
Thank you, Mark. S&P Global is off to a tremendous start for 2024. Total revenue increased 14%, excluding the divestiture of Engineering Solutions. Transaction revenue in our Ratings division drove much of the upside, but importantly, subscription revenue across the entire company increased 8% year-over-year as well.
Strong growth across the enterprise contributed to quarterly revenue of nearly $3.5 billion, representing the highest quarterly revenue we've ever generated in the history of our company. Execution was its theme in the first quarter. And our efforts to capture market opportunities, combined with discipline on the expense side, led to more than 350 basis points of adjusted operating margin expansion year-over-year and adjusted EPS growth of 27%. In addition to the stellar financial results in the first quarter, we continued to demonstrate our leadership across global markets. Capital markets were vibrant in the first quarter, and customers turned to S&P Global to help power their investment, funding and trading activities. Equity markets saw strong volumes from both IPOs and M&A. And we saw the highest level of debt issuance since 2021. As the globe grapples with the future of energy security and energy transition, it's no coincidence that this conversation took place on the stage of S&P Global CERAWeek conference and other S&P events around the world. As we Power Global Markets in equity, fixed income, commodities, derivatives and in many industrial verticals, our innovation drives customer value. We'll continue to innovate and invest in our leading data, technology and workflow tools to drive growth, and we'll highlight some of that innovation today. As we look to the 5 strategic pillars we outlined for you at our Investor Day, we're pleased with the progress we've made across the board. While that fifth pillar of execute and deliver is on full display this quarter with the strength of our financial results, we continue to invest in customer relationships, innovation, technology and our people. Beginning with our customers. We saw nearly $1 trillion of billed issuance in the first quarter. This represents the dollar value of debt issued by our customers for which they actively sought out a rating from S&P Global. Issuers know that an S&P Global rating provides a credible, trusted and objective measure of their credit risk, and they know that we have the capacity, even in a very active market, to fully meet their needs. When we look at the broader financial services landscape, we're certainly not back to what we would consider normal levels in the capital markets overall, but we did see improvement. With the macro and geopolitical uncertainties still facing our customers through this year, we continue to hear some concern about the back half, and many market participants are still carefully evaluating expenses for 2024. All of this is consistent with what we shared in February regarding our expectation that Ratings would see a stronger first half than second half, while Market Intelligence would likely start to see improvements in the growth rates in the back half. Energy customers from all of our divisions and from around the globe converged once again in Houston, Texas for our annual CERAWeek conference. We're thrilled that customers, partners, regulators, government officials and global thought leaders view S&P Global's CERAWeek as the premier event of the year. Customer engagement remains vital for S&P Global. And in the first quarter, we had well over 100,000 calls and meetings with customers in addition to the thousands of meaningful interactions our Ratings colleagues had with fixed income investors. Billed issuance increased 45% year-over-year in the first quarter. Tight spreads and stabilizing risk appetite in the market created favorable conditions for issuers. We saw investment-grade, high-yield and bank loan volumes all increased as issuers took full advantage to raise debt early in the year. We do expect much of this strength was pull-forward from later in 2024, reinforcing our continued view of a stronger first half than second half in issuance volumes. The strength in billed issuance in the quarter also underscored the importance and advantages of a robust public debt market. We saw tremendous growth over the last 2 years in private debt markets, but we began to see early signs of some of that debt being refinanced in the public markets in the first quarter. While this private-to-public refinancing activity only represented a low single-digit percent of billed issuance, we've heard from customers that they're saving up to 150 to 200 basis points in their interest rates by refinancing to public markets. We expect the private markets to play an important role going forward as well, and we're working with major private debt partners to deliver risk analytical solutions. Private markets revenue in our Ratings division increased 30% year-over-year in the first quarter. Turning to Vitality. We're pleased to see that our Vitality Index continues to account for 10% of our total revenue despite the fact that several strong and fast-growing products matured out of Vitality Index at the end of 2023. As we've called out in the past, this index is meant to highlight the contributions from new or enhanced products. So as products mature, they will no longer be part of the Vitality Index even if they continue to grow rapidly. Key contributors were pricing, valuations and reference data, as well as several thematic and factor-based indices, matured out of the Vitality Index at the end of the year. We remain committed to that 10% target as a steady stream of new innovation takes the place of any products that graduate from the index. That was the case this quarter as products that contributed roughly $80 million of revenue to the Vitality Index in the first quarter of 2023 were no longer in the Vitality Index this quarter. We expect the Vitality Index to increase as a percent of total revenue as we progress through the remainder of the year. Turning to some examples of that innovation. In the first quarter, our Commodity Insights team launched a new food and agriculture commodities dashboard, providing a comprehensive view on commodity data as well as new reports and research on energy. Additionally, we launched new price assessments for renewable energy as well as new benchmark prices for the Middle East and Asia. Our energy transition and climate products continued to show rapid growth, nearly 30% year-over-year in the first quarter, supported by the continued innovation in price assessments, new and enhanced data sets and crucial insights solutions. We also introduced an exciting innovation in Market Intelligence. We've spoken at length about the tools and data sets available through our Market Intelligence Marketplace. But in the first quarter, we introduced what we are calling Blueprints. These Blueprints are packages of data sets and tools combined based on specific customer personas and workflows, such as private markets performance analytics. We introduced the first 5 Blueprints in the first quarter with plans to add more in the coming months. These intuitive combinations allow customers to easily discover how our data and tools can work together to facilitate analytics and workflows in new ways. We're also pleased to see early results from the enterprise AI initiatives we outlined for you last quarter. By elevating artificial intelligence to a position of enterprise-wide strategic focus, we're accelerating the development of new tools, deploying common capabilities across multiple divisions and increasing the value we create for our customers and our shareholders. With our in-house expertise, we've developed tools to help market participants benchmark performance of large language models, specifically for business and finance use cases. The S&P AI benchmarks by Kensho is a project informed by our world-class data and industry expertise. The questions in our benchmark are designed to assess the ability of large language models to understand and solve realistic finance problems, and each question has been verified by an experienced domain expert. Lastly, we introduced a remarkable tool we call S&P Spark Assist. This is a copilot platform developed jointly between Kensho and our other internal technology teams. We're deploying this platform throughout the organization to improve productivity, facilitate more rapid innovation and reduce the time necessary to accomplish many routine tasks. Because of our proprietary data, the tools and expertise developed through Kensho and remarkable technologists we are working throughout S&P Global, we were able to develop S&P Spark Assist chat interface without relying on a third-party vendor. As a result, we're delivering the power of generative AI to our people in an easy-to-use platform at the cost of less than $1 per user per month. We're incredibly excited about what this tool can do for our people, and we'll provide more details around use cases and productivity as we progress through the year. Turning to our financial results. Chris will walk through the first quarter results in more detail in a moment, but we have had an incredible start to 2024. With strong growth across every division, we continue to balance the need to invest for future growth with the opportunity to deliver margin expansion and earnings growth this year. Revenue grew double digits as reported. But excluding the impact from the Engineering Solutions divestiture, revenue increased an impressive 14%. Trailing 12-month margins improved 170 basis points to nearly 47%. Now I'll turn to Chris Craig, our interim CFO, to review the financial results. Chris, welcome to the call. Over to you.
Christopher Craig:
Thank you, Doug. 2024 got off to a strong start as we saw 3 of 5 divisions achieve double-digit growth. As Doug mentioned, reported revenue grew 10% in the first quarter. And excluding the impact of the Engineering Solutions divestiture, revenue growth was 14%.
Adjusted expenses grew by only 3% year-over-year as we continue to focus on disciplined execution and benefiting from the Engineering Solutions divestiture. Strong growth and solid execution combined to deliver more than 350 basis points of adjusted margin expansion in the quarter. With our commitment to capital returns over the last 12 months, we've reduced the fully diluted share count by 3% year-over-year. This led to adjusted earnings per share increasing by 27% year-over-year to $4.01. Now turning to strategic investment areas. Sustainability & Energy Transition revenue grew 15% to $78 million in the quarter driven by strong demand for Commodity Insights, energy transition products and benchmark offerings as well as EV transition-related consulting in Mobility. We are continuing to invest in our energy transition offerings where we see opportunities across our divisions. Moving to Private Market Solutions. Revenue increased by 16% year-over-year to $116 million. Growth was driven by debt and bank loan ratings as well as continued strength in iLEVEL and other Private Market Solutions within Market Intelligence. We continue to build momentum in our revenue synergies and are ahead of schedule toward our $350 million target. We exited the first quarter with an annualized run rate of $184 million. During the first quarter alone, we recognized $56 million in revenue synergies. While the majority of this was from cross-sell initiatives, we are beginning to gain traction with new products as well. As of the end of Q1, we have launched 25 new products through our revenue synergy initiatives, and we plan to launch more than 15 additional synergy products by the end of 2024. Turning to our divisions. Market Intelligence revenue increased 7% in the first quarter with all business lines growing in the mid- to high single-digit range. Desktop grew 5% as we continue to focus on speed, performance improvements and the introduction of new content and capabilities, including the expansion of our collection of premium broker research providers within aftermarket research. Data & Advisory Solutions grew 7% driven by expanded coverage and continued investment in high-growth areas of our company information and analytics and market data and valuation product offerings. Enterprise Solutions benefited from an increase in issuance volumes in the debt and equity capital markets and grew over 8% in the quarter. Credit & Risk Solutions grew 6%, supported by strong new sales and price realization, particularly for RatingsXpress subscriptions. We saw solid growth in Market Intelligence in Q1 that was in line with our expectations and consistent with what we signaled on our fourth quarter earnings call. Adjusted expenses increased 6% year-over-year primarily due to an increase in compensation expense, cloud costs and royalties, partially offset by a reduction in outside services expense. Operating profit increased 9%, and the operating margin increased 70 basis points to 32.7%. Trailing 12-month margins expanded 50 basis points to 33.1%. Now turning to Ratings. As Doug mentioned earlier, we saw issuers take advantage of favorable financing conditions, which led to strong refinancing and opportunistic issuance in the first quarter. Ratings revenue increased 29% year-over-year, exceeding our internal expectations. Transaction revenue grew by 54% in the first quarter as heightened refinancing activity increased bank loan and high-yield issuance. Non-transaction revenue increased 8% primarily due to an increase in annual fee revenue and strong demand for our Rating Evaluation Service and Issuer Credit Rating products. Adjusted expenses increased 9% driven by higher compensation, including incentives as well as increased T&E expense as our commercial and analytical teams were actively meeting with issuers to help drive the strong growth we saw in the quarter. This resulted in a 43% increase in operating profit and a 640 basis point increase in operating margin to 64.7%. For the trailing 12 months, Ratings margin expanded 290 basis points to 58.5%. And now turning to Commodity Insights. Revenue increased 10% following the fourth consecutive quarter of double-digit growth in both Price Assessments and Energy & Resources Data & Insights. Price Assessments and Energy & Resources Data & Insights grew 14% and 12%, respectively. We continue to see commercial momentum across both business lines as our established benchmark data and insights products have driven customer conversations about our emerging offerings. Advisory & Transactional Services revenue grew 10% driven by strong trading volumes across key sectors in Global Trading Services and an excellent turnout at our premier global energy conference, CERAWeek. Upstream Data & Insights revenue grew by 2% year-over-year, benefiting from demand for our carbon emissions monitoring offerings as well as improvement in retention rate. The business line continues to prioritize growth in its subscription base. Adjusted expenses increased 7% due to higher compensation costs and ongoing investment in growth initiatives. Operating profit for Commodity Insights increased 13%, and operating margin improved by 110 basis points to 47.2%. The trailing 12-month margin increased by 120 basis points to 46.4%. Now turning to Mobility. Revenue increased 8% year-over-year. The dealer segment marked its fifth consecutive quarter of double-digit growth, and we also saw solid performance from our Financials & Other business line. Dealer revenue increased 12% year-over-year driven by new business growth in products, such as new car listings and CARFAX for Life, as well as the addition of Market Scan. Manufacturing declined by 3% driven by a decrease in onetime transactional revenue, particularly in our recall and marketing businesses, which was partially offset by growth in subscription sales. It's important to understand that revenue from recall products will fluctuate based on the level of activity in any given period. Financials & Other increased 12% as the business line benefited from strong underwriting volumes and price increases. Adjusted expenses increased 10% due to both planned investments in strategic growth initiatives and the full quarter impact of the Market Scan acquisition. While this resulted in a 100 basis points of margin contraction to 38.1% for the quarter and a 70 basis point reduction to 38.6% for the trailing 12 months, operating profit for Mobility increased by 5% year-over-year. Now turning to S&P Dow Jones Indices. Revenue increased 14% primarily due to strong growth in asset-linked fees, which benefited from higher AUM and continued strength in Exchange-Traded Derivative revenue. Revenue associated with Asset-Linked Fees was up an impressive 16% in the first quarter. This was driven by higher ETF and mutual fund AUM benefiting from both market appreciation and net inflows. We also saw an increase in revenue for OTC products. Exchange-Traded Derivatives revenue grew 12% primarily driven by strong volumes in SPX products and price realization. Data & Custom Subscriptions increased 6% year-over-year driven by new business growth in end-of-day contracts. Expenses increased 9% year-over-year primarily due to increasing investments in strategic growth initiatives as well as an increase in compensation expense. Indices operating profit increased 15%, and operating margin expanded 110 basis points to 72.9%. On a trailing 12-month basis, margins expanded by 30 basis points to 69.3%. In the aggregate, our businesses demonstrated exceptional revenue and margin growth while at the same time permitting us to invest in our strategic growth initiatives during the quarter, giving us a strong start to 2024. And with that, I will now turn it back to Doug to discuss our outlook for the remainder of the year. Doug?
Douglas Peterson:
Thank you, Chris. We've updated our outlook reflecting our economists' view of the most important economic and market factors that will impact 2024 as well as the outperformance against our internal estimates during the first quarter.
Our financial guidance assumes global GDP growth of 3.2%, U.S. inflation of 2.8% and an average price for Brent crude of $85 per barrel. All three of these figures are slightly higher than we originally assumed in our outlook in February. Additionally, our original macroeconomic view included the base case assumption for 3 rate cuts by the U.S. Fed, beginning no earlier than June. As we've seen over the last 3 months, market expectations around interest rates have shifted. And while our economists have not formally updated the number of rate cuts in their base case scenario, our financial guidance now assumes fewer than 3 rate cuts in 2024. We're increasing our billed issuance forecast for 2024 by approximately 3 percentage points to a range of 6% to 10%. As we noted last quarter, our initial outlook for 2024 assumed a stronger first half of the year for issuance. Even with that assumption, the first quarter outperformed our expectations, though we believe much of that outperformance is pull-forward as issuers look to take advantage of very favorable market conditions. All of these factors impact our new full year guidance calling for higher growth and stronger margins. This slide illustrates our current guidance or GAAP results. For our adjusted guidance, we're now expecting revenue growth in the range of 6% to 8%, reflecting the outperformance in Ratings and Indices in the first quarter, partially offset by slightly softer expectations for issuance in the second half of the year. Excluding the impact of 2023 divestitures, we expect revenue growth to be slightly more than 1 percentage point higher than reported revenue growth. We also now expect to deliver stronger margins in 2024 with margin expansion in the range of 100 to 150 basis points compared to our prior guidance of approximately 100 basis points. We're taking a balanced approach to reinvesting for future growth while still expanding margins and remain on track to achieve the Investor Day targets from 2022. We now expect to deliver adjusted EPS for the full year in the range of $13.85 to $14.10, which represents 11% growth at the midpoint. This represents a $0.10 increase from our prior range driven by the increased revenue and profitability outlook for the year. We're also increasing our outlook for adjusted free cash flow, excluding certain items, by $100 million despite modestly higher expected CapEx. Higher expected net income and disciplined management of working capital both contribute to the higher expected cash flow for the year. Moving to our division outlook. We're reiterating our revenue growth expectations for Market Intelligence, Commodity Insights and Mobility. And we're increasing the growth outlook for Ratings and Indices based on the strength in the first quarter. We're also raising the margin outlook for Indices to reflect the very strong performance year-to-date. While margins were also very strong in our Ratings division in the first quarter, we're reiterating the range for full year margins, which implies approximately 150 basis points of margin expansion at the midpoint. Since much of the revenue outperformance in Q1 likely came from pull-forward, our full year guidance assumes year-over-year declines in Ratings transaction revenue in the fourth quarter as we begin to lap much stronger comps from last year. As a result, we expect margins to be softer in the back half of the year than in the first half in Ratings. With that, I'd like to invite Adam Kansler, President of S&P Global Market Intelligence; and Martina Cheung, President of S&P Global Ratings and Executive Lead for Sustainable1, to join us. I'll turn the call back over to Mark for your questions. Thank you.
Mark Grant:
Thank you, Doug. [Operator Instructions] Operator, we will now take our first question.
Operator:
Our first question comes from Toni Kaplan with Morgan Stanley.
Toni Kaplan:
I wanted to focus on Market Intelligence. We've heard some negative commentary from others in the market, which made it sound like this past quarter was particularly challenging. So I wanted to see if that was your experience as well. And also if the large investment bank consolidation impact was in this quarter or if it hasn't hit yet.
And then I know you're talking about Market Intelligence being better in the back half. And so wanted to just flesh out what gives you the confidence that, that happens.
Adam Kansler:
Toni, it's Adam. Thank you for the question. So yes, we're seeing many of the things that others are seeing in our markets, particularly for our financial services customers. We're seeing that particularly in the smallest of those customers, and that's probably comparable to what some others are seeing. But for us, that's really where the concentrations are.
The specific consolidation that you're talking about, in terms of the overall scale of our division, it's not something that impacts us in a material way. That -- some of that has already been absorbed. Some will continue to come. But all of that has been anticipated by us in the guidance and the view that we've given you forward. We do view what's going on in the market today as very much a cyclical headwind. But the secular tailwinds that we see in our businesses, particularly in our core areas of focus, like private markets, the expansion of our Desktop, you see some of the improvements in the investment we've made over the last 2 years. That gives us a lot of confidence in achieving our long-term goals and the continued growth of the business, confidence in what we've explained we expect to do for the current year, and in delivering against the longer-range Investor Day targets that we set out in 2022.
Operator:
Our next question comes from Manav Patnaik with Barclays.
Manav Patnaik:
I just wanted to ask on Market Intelligence as well. Just in terms of the strategy going forward, obviously, tough budget environment. Competitors are probably sharpening their pencils, too. Just can you help us with the strategy there?
And also kind of tied to that is the -- when does Visible Alpha close? How should we think about the contribution and also the divestiture that you were planning? Like what else is in there?
Adam Kansler:
Okay. Thanks, Manav, and thank you for the question. Let me just start with the last piece, Visible Alpha. We do expect that transaction to close here in the second quarter. We're quite excited about it. I think it's an important part of one of our strategic areas, which is the continued expansion and improvement in quality of the Cap IQ Pro set of solutions that we offer to the market.
As we highlighted, I think really as far back as Investor Day, we have a few core areas of focus that we do think we'll continue to grow. And that really shapes our strategic focus. Those are in areas like private markets, sustainability of the supply chain, the expansion of our Desktop, the ability to deliver our data and solutions to customers in as easy a way as possible. These are things that our largest customers are looking for as they go through consolidations of vendors. That's where the scale and breadth of services that we're able to offer, through Market Intelligence, and of course across the broader S&P Global enterprise, really has impact. We'll be laser-focused on that strategy. And as you've seen when we announced at our last call, we'll look at those businesses where we see underperformance or lack of strategic fit, and we'll make decisions on those. And where we see opportunities to acquire unique assets that are high-growth or have particular proprietary value, a company like Visible Alpha, the one you mentioned, quite excited to get that integrated, we're going to take advantage of our position and our opportunity to bring them into the business. So thanks again, Manav.
Operator:
Our next question comes from Heather Balsky with Bank of America.
Heather Balsky:
I'd love to hear more about how -- you talked about a pull-forward in issuance into the first quarter. Can you just talk a little bit about, on a regular basis, how much visibility do you have as you look 3 quarters out?
And how do you think about taking some level of conservatism? Given we're in an election year, there's an uncertain rate environment, just how are you positioning yourself with regards to the guidance, given what you saw in the first quarter?
Martina Cheung:
Heather, it's Martina. Thanks very much for the question. So we look at a variety of factors to give us a good sense for the issuance pipeline in the immediate time frame. Typically, we would look at 180-day pipelines, for example, as well as more near term, but also throughout as much as we can, next 9 to 12 months.
Those factors, macro factors, GDP, inflation rates, geopolitical factors, which of course is something we're paying very close attention to this year. But we also look, as we've mentioned in the past, obviously, at maturity walls, the pace of refinancing as well as growth and investor interest in different asset classes such as private markets, sustainable finance, structured finance, infrastructure, et cetera. So the -- those factors give us a very good sense at any point in time for where we are with respect to the year. If you look at what we saw in Q1 of this year in terms of billed issuance, we saw a very high volume of refinancing of maturity walls in high-yield and bank loans. About 2/3 overall the issuance activity that we saw was related to refinancing. That was a combination of heavy refinancing of '24, but we also saw some '25 and '26 refinancing in the quarter as well. So that's really the key area of outperformance from an issuance standpoint in Q1. And we would expect that refinancing activity to continue in bank loan and high-yield through the second quarter and then taper off a little bit, largely because we've been hearing consistently, even since before our last call, that high-yield and bank loan issuers as well as to some extent investment-grade issuers, are wanting to really get ahead of any volatility you see in the back half of the year and take advantage of the relative market stability and favorable spreads that we're seeing at this time. Now in investment grade, a very strong quarter, but we think a lot of that investment-grade issuance is pulled forward from the second half of the year. There were a handful of several large M&A deals there as well, but not enough volume for us to really change our view for investment-grade issuance for the rest of the year. So I hope that helps. And happy to take any more questions on issuance.
Operator:
Our next question comes from Faiza Alwy with Deutsche Bank.
Faiza Alwy:
Wanted to follow up on Ratings and maybe more on the margin front. So while you're increasing the revenue outlook, margins -- you haven't increased margins. So I'm curious if it's mix of business or any investment, sort of how we should think about the margin performance through the rest of the year.
Martina Cheung:
Thanks for the question. Well, as you know, we've said numerous times in the past, we're solving for long-term sustainable margin in the Ratings business. And we are a very disciplined stewards of capital in the business. So our guidance for the year, which we reiterated at 57.5% to 58.5%, as Doug said in his remarks, at the midpoint represents about 150 basis points of margin expansion year-over-year.
We can do a lot with the base that we have. So the reason why I say that is because we have this incredible blockbuster quarter from an issuance standpoint without having to add tremendous amounts of additional staff to meet that need. And that is really, I think, a reinforcement of the capacity preservation strategy that we initiated a couple of years ago. So we're very pleased with how we're operating from an expense management, capacity management standpoint and very comfortable with the margin range that we have right now as we -- as it relates to the full year.
Operator:
Our next question comes from Andrew Steinerman with JPMorgan.
Andrew Steinerman:
Martina, it's Andrew. I just wanted to ask you a little bit about issuance pull-forward. Just you're talking so much about it intra-year kind of second half pull-forward to first half. Just broadly, aren't we still in the midst of a pretty large issuance recovery after the big declines of '22?
Martina Cheung:
Andrew, thanks very much for the question. I would say a couple of things. So the context on a lot of my commentary on intra-year, I would say I'd lean more on the investment-grade side where we think we saw a 2H pull-forward. I think we did see pull-forward of '25 and '26 maturities, for example, on the refinancing front for high-yield and bank loans. So a little bit of a mix there between the spec-grade asset class and investment-grade asset class.
I think to your broader point, yes, we are and continue to be in midst of a recovery. Notwithstanding the very steep growth rates for example in high yield and investment grade, we're still not seeing the issuance volumes back to anything close to what we might have characterized as market highs, for example in the past, or even market averages that we might have seen in the past. So there's still room to go here throughout the next several years. This is something that we've commented on since '22, believing that it was going to take some years to come back to it. But of course, the maturity walls themselves are quite a large factor here. And on the spec-grade asset classes, high-yield and BLR, jointly, we've got about $1.1 trillion in maturities still outstanding for us in '25 and '26. So we're monitoring very, very closely and tightly the indicators that would give us a sense for the pace and timing of those maturities.
Operator:
Our next question comes from Alex Kramm with UBS.
Alex Kramm:
Just another one on the margin actually, but more on the outlook for the full company. And nice to see the margin outlook being raised. But just wondering, is this just a business mix-driven upside? Or is there anything else going on and such? And I'm asking particularly since you mentioned execution in your prepared remarks. So just wondering, is this just execution on the sales and revenue side? Or following last year's, I guess, disappointments a couple of times, if you take a little bit of a harder look at the cost base and where you can be more efficient.
Douglas Peterson:
Thank you, Alex. Well, as you know, we run the company with an approach to budgeting and management, where we always start the year with a positive jaw. That's just our philosophy. We look and see how we're going to do in our core businesses. We go out to see our customers. We understand what we can build as a forward-looking pipeline, forward-looking expectations for the market. We then ourselves say, "What would be the expense level that we want to have to support that growth?" On top of that, we then come back and say, "How much can we afford to invest?"
As you saw in this quarter, our expenses grew 3%. That's a result of very, very strong execution coming out of 2023. We're ensuring that we can have very clear tracking of all of our expenses. It's just part of our philosophy of how we run the company. Going forward for the rest of the year, you see that we're going to continue that approach. But we think that this is part of the way we manage the company. We're always looking at being very tight on understanding our revenue sources and then moving forward to have a tight approach to our expenses. Thanks, Alex.
Operator:
Our next question comes from Ashish Sabadra with RBC Capital Markets.
Ashish Sabadra:
I just wanted to drill down further on Market Intelligence, both the recurring variable and the subscription growth. We've seen some really strong 13% growth in recurring variable the last 2 quarters. How should we think about those tailwinds there? And is that mostly contributed from Ipreo and WSO going forward?
And then on the subscription side, the 6% growth, that moderated a bit. But how should we think about those momentum as we get -- go through the year?
Adam Kansler:
Thanks, Ashish, for the question. So we watch our recurring revenue growth very carefully in this quarter, more than 7% growth in our recurring revenue. Some of that comes from volumes in our businesses that are affected by capital markets volumes. Over the years, we've sought to actually temper that a bit using more fixed contracts. Our customers in most of those markets prefer it. And for us, it adds a little bit more stability and regular growth to the business.
Quarter-to-quarter, we'll see some variation in those numbers, but we do expect our recurring revenue, our subscription revenue, to continue to grow in line with our full year guidance for the division. Thanks again.
Operator:
Our next question comes from Jeff Silber with BMO Capital Markets.
Jeffrey Silber:
I just wanted to continue with the Ratings question. I think you said that billed issuance was up 45% year-over-year in the quarter, but Ratings revenue was only up 29%. I know in prior quarters, they've been much tighter in terms of the correlation. Can you explain what happened this quarter, why the difference?
Martina Cheung:
Jeff, it's Martina. Thanks for the question. So to your point, billed issuance was up 45%. But transaction revenue, which is the revenue portion or revenue category that is most closely correlated to billed issuance, was up 54%. So we grew faster than billed issuance in the quarter. Overall revenue growth of 29% represented both the transaction revenue growth of 54% and the non-transaction revenue growth of 8%. So really just the evening out of the performance across those to get to the 29% growth.
Perhaps I will just comment briefly on the non-transaction growth drivers. We were quite pleased with the performance in the quarter. We had continued strength in RES with a lot of companies looking for scenarios around their capital stacks. We saw some new ICR issuance in the quarter and had strong performance on the surveillance book and fee programs. Thanks for the question.
Operator:
Our next question comes from Scott Wurtzel with Wolfe Research.
Scott Wurtzel:
I wanted to ask just on the revenue synergies here. I mean, it looks like it was a pretty strong quarter, recognizing $56 million, and then the run rate being pretty impressive here. And in the context of you guys talking about recognizing 45% of synergies in 2024, wondering how we should think about that number now that we seem to be tracking ahead there? And also just kind of wondering what's really resonating on the synergy side here.
Douglas Peterson:
Thanks, Scott. Let me start, and then I'm going to hand it over to Adam. When it comes to our tracking of the revenue synergies, it's something that we look at every quarter. We look at them. We actually looked at it with our Executive Committee earlier this week. We have a combination of cross-sell as well as new products.
We've been quite successful with cross-sell. It's been our -- the most important aspect of what we've been doing. As you know, we have a target of $350 million into the '25, '26. And we're already running ahead of our expectations for that, especially because of cross-sell. When it comes to new products, we've been successful with many right out of the box with Indices with, for example, fixed income indices, we have a fixed income VIX that we've come up with. We have a set of fixed income products that we built around ESG. We've also had multi-asset class products. But I think in Market Intelligence, we've also seen a lot of really, really strong synergies. So let me ask Adam to supplement the answer. Thank you.
Adam Kansler:
Thanks, Doug, and thanks, Scott. It's Adam. We're very excited about our synergy progress. We've got 15 more new products that will come to market in 2024. The combination of businesses, the strength that we have in the marketplace, the receptivity of our customers to what a combined offering can do, that's all been a tremendous uplift, and I think it's given us the path to achieve the revenue synergy targets that we outlined.
I think what's most exciting for me and most exciting for our customers are the new products, right, where we're able to integrate new data sets into workflow solutions or give customers in private markets the ability to immediately look at public company comparables, the ability to put our fixed income capabilities into our Desktop. These are all things that roll out over the course of 2024. As Doug mentioned, the cross-sell has given us such early wind in our sails to achieve the synergy targets we set out. As we start to roll out new products into the back half of this year, we're even more excited about what that will look like as we exit the year.
Operator:
Our next question comes from Shlomo Rosenbaum with Stifel.
Shlomo Rosenbaum:
Doug, maybe you could talk a little bit about -- touch on both Market Intelligence and Mobility. Just talk about the sales cycles, what you're hearing from your on-the-ground guys sequentially from last quarter and then also year-over-year. And has there been any change in the competitive landscape with some of the new products you've put in there? If you can kind of touch on those ideas, I'd appreciate it.
Douglas Peterson:
Okay. Great. Well, first of all, we've been out seeing our customers, as we mentioned in the prepared remarks. We've been out seeing customers everywhere we can. We've been around the globe. I myself have been traveling extensively this year seeing customers. As you know, in the financial services market, there's been a little bit of a slowdown in sales cycles. We've talked about that in the past, which we've seen it just takes a little bit longer to close some transactions. You've heard about that from us before.
In the Mobility business, there is a massive transformation taking place in the entire industry. If you think about it, you see that there's this electric vehicle transformation that's taking place. And what we've seen is that for -- whether you're an OEM, you're a supplier, you're a dealer, you need data and analytics to understand what is happening in the market. And we provide that no matter what the sales cycle is, no matter what's happening in the industry. In addition to that, we're providing new products for dealers, for OEMs, for them to be able to make much more informed decisions. So as you've seen, the amount of EVs have started to stack up in ports and on dealers' lots. It's something that we can provide them much more information. The manufacturers can use that information to make decisions about how they're going to look at incentives going forward. So it's a very close dialogue, very good relationship with all sets of clients in every industry around the globe. And we're able to pivot very quickly to provide them the kind of data and analytics they need to make decisions. Thanks, Shlomo.
Operator:
Our next question comes from Craig Huber with Huber Research Partners.
Craig Huber:
On your AI investments, obviously, you're doing that to enhance the products you have but also improve the ongoing efficiency of the company, which is already at a high level and stuff. I'm curious, as you guys think out over the next couple of years, your internal investment spending behind AI, you've been able to do it so far within your technology budget, not a huge increase where it puts downward pressure on your margins near term. I'm just curious, do you think you can continue that going forward here?
Douglas Peterson:
Thank you, Craig. As you know, when we've been looking at our artificial intelligence road map, it's something that we've been very explicit about going back many, many years. This isn't something new for us. It started with our acquisition of Kensho 6 years ago. We since then have come up with a very structured approach to AI, which starts with a vision and a strategy.
We've recently set in place a leadership team that's led by Chief Digital Solutions Officer and a Chief Artificial Intelligence Officer for the entire organization. We have governance over that, and the governance includes looking very cautiously and carefully at budget. We've already been absorbing AI expenses in our budget for the last 6 years. We're very conscious that rolling out an AI program is not inexpensive. It requires us to have that kind of discipline. And we're also tracking our successes. And we've had a lot of successes when it comes to new products, which we're starting getting -- we're getting ready to roll out. We're looking at how we can have more productivity. We hope that, over time, the productivity can be returned partially through margin but also be using as a way to reinvest in innovation and growth. So overall, I think the message you should take is that we have a very structured approach to AI. It's an open ecosystem. We can take advantage of all of the AI developments happening anywhere with any large language models coming out from anybody. And we're also protecting our data in a way that we can ensure that our intellectual property is not being used by others to build great AI products, that we're going to do that ourselves. So overall, we're very pleased with our progress so far, and we really appreciate -- we'll continue to bring you a lot of our progress over time. So thanks, Craig. Thanks for that.
Operator:
Our next question comes from Jeff Meuler with Baird.
Jeffrey Meuler:
So questions on Market Intelligence. I think you kind of heard the angst coming into the quarter from investors given the peer results. Adam, I was just hoping you can maybe highlight some of the MI businesses that are maybe more unique to S&P and how they're doing. Or maybe highlight any businesses that have already gone through some pretty significant cyclical headwinds, like the Ipreo bookbuilding business or whatever, to just help with investor confidence regarding what's assumed over the remainder of the year through the cyclical challenges.
Adam Kansler:
Yes. Thanks, Jeff. Appreciate the question. We do have a number of unique solutions and a pretty diversified set of solutions to the marketplace. So you do see dislocations in the market or volatility affecting parts of our business differently than other parts of the business. You mentioned some of our capital markets platforms.
Obviously, in the last quarter, those saw quite a lot of resilience. We saw very strong markets, particularly in credit and debt markets. Equity markets, I think, are still a little bit slower to recover, and we'll see what happens through the balance of the year. Some of our unique offerings really are around alternative assets in the loan marketplace, in private markets. These are places where our workflow solutions, our valuations capability, reference data, we saw that across the firm in other divisions as well. Those are areas that continue to build and areas where we see large secular growth. Those are somewhat unique offerings for us, given our market position in some of those businesses. Across our data and reference data, pricing, valuations, those are in pretty steady demand. So they're less subject to the activity in the marketplace quarter-to-quarter. And that's where we see some of the stability and the general growth. What's really unique about the S&P Global offering is the scale and breadth that we can deliver to a customer. It's really being able to service them across the portfolio, from discovery and research for an investment, to processing the investment, monitoring it, valuing it, keeping it in a workflow tool. That set of solutions and the efficiencies we can drive through it, I think that's the biggest part of our value proposition. And particularly our larger customers, as they look to consolidate relationships, that gives us a bit of an advantage there. Thanks again for the question, Jeff.
Operator:
Our next question comes from Russell Quelch with Redburn Atlantic.
Russell Quelch:
Doug, another really good quarter in Commodity Insights. So I was wondering if you could share what drove the 14% growth in Price Assessments in the first quarter. Is that maybe new product-related? Any early feedback on Platts Connect? Is that helping drive more cross-selling?
And perhaps is there upside risk to guidance here? I mean, obviously, you've upgraded guidance on some of the sort of transactional base revenue segments, but this is maybe a higher-quality revenue line. So is there upside risk here?
Douglas Peterson:
Yes. Thank you for that, Russell. When you look at Commodity Insights, we've continued to advance incredibly well. We've had -- this is one of the home runs when it comes to the integration of the ENR business and the Platts business. We very quickly been able to bring together products like Price Assessments. Cross-sell has been strong if you think about being able to sell in ENR products to Platts clients as well as selling Platts clients to ENR clients. So that was, right out of the gate, a very strong approach.
But we've also seen a demand -- high demand for energy transition, and we're at the sweet spot of energy transition. This relates to products like oil and gas, what are all of the different substitutes. It's also carbon intensity of oil and gas products. It goes into renewables, looking at what's happening with the renewable space. We also have a whole set of new clean energy and alternative energy products and services. As you know, we've been launching an additional set of products related to metals and mining as well as ag. So across the board, we've seen very strong results. We also had a strong quarter for CERAWeek, which is CERAWeek is a conference that took place in Houston a few weeks ago. It's the place to be for anybody that wants to understand what's happening in the energy space. So across the board, it's just been very, very strong this year. We do expect that later in the year, we're going to have tougher comps. So we looked at that very carefully as we were setting our guidance. Last year, our third and fourth quarter, especially our fourth quarter, was quite strong. So we do get towards the end of the year when we do have a tougher comp. But overall, the Commodity Insights business is doing incredibly well. It's a broad-based business. And then something like what you mentioned, Platts Connect has been one of the examples of a really early win and something that we're very pleased with. And you'll see more coming from Platts Connect over the next few quarters. Thanks, Russell. Thanks for the question.
Operator:
Our next question comes from George Tong with Goldman Sachs.
Keen Fai Tong:
In your updated Indices guidance, can you talk about how much of the growth comes from flows versus market performance? And what you're seeing from a pricing and mix perspective from customers?
Mark Grant:
George, this is Mark. The updated guidance on Indices is really driven just by strength across that business. But just giving you the underlying assumptions for the full year guide, we're expecting the S&P 500 to be essentially flat from 3/31 through the end of the year. The guidance assumes modest growth in the ETD volumes. And then we are expecting that subscription line to accelerate a little bit as we progress through the full year.
Operator:
Our last question comes from Owen Lau with Oppenheimer.
Kwun Sum Lau:
So just a quick follow-up on Commodity Insights, and there are lots of conversation about commodities trading, growing our U.S. customers and the prices growth and things like that. How much does this volatility contribute to your business this year? And if this kind of volatility subside, how do you see the sustainability of your growth?
Douglas Peterson:
Thanks, Owen. Yes, we think that, that volatility is something that helps drive more people to try to understand what's happening in the markets. But as we've seen over time, the volatility doesn't seem to go away. There's always something else that comes up to create interest in the area.
We do think that there are some very important long-term secular trends related to the business, which are energy transition I mentioned earlier. Energy transition is a topic that is on everybody's minds, especially when you go outside of the United States. I've been traveling this year, and I can't have a conversation anywhere I go without having a discussion about energy transition. And what are -- not just the impacts that we see that benefit the Commodity Insights business, but also those that benefit businesses like the Ratings business and Market Intelligence, because those are moving also over into how do you finance energy transition question as well, which crosses into our other divisions. Finally, with Commodity Insights, you can recall that this business is principally a subscription-based business. And so we can see over time the subscription flow, where we're seeing the growth coming from, the new customers coming into the portfolio. There's something that I say all the time that every single company is an energy company. It doesn't matter what you do, you're an energy company. And so we also see an expanding set of new clients that aren't necessary traditional energy companies that are needing the solutions we have so they can manage their own energy footprint. So Owen, thank you very much for that, and I think you were the last call. So let me give a couple of closing remarks. I really want to thank everyone today for being on this call and for your excellent questions as usual. This was a great quarter, and we're really pleased with the results. And we think this validates our strategy, but it also showcases our execution. As I mentioned, I've been very busy traveling around the world this year, speaking with customers across all of our businesses and from every industry. And in those meetings, we're hearing that the themes that we have, that we have the strength in this franchise are those that the customers need going forward. And that includes things like energy transition and private markets and supply chain and credit and risk. But it also includes artificial intelligence, and I'm pleased that we've been able to roll out in our road map many, many new capabilities and products and services to protect our IP, but also to take a leadership position in AI. I want to thank Martina and Adam for providing their perspectives today on this call. And I also want to thank our people across the company as usual for a fantastic quarter. And again, thank all of you for joining the call today, and hope you have a great day. Thank you very much.
Operator:
That concludes this morning's call. A PDF version of the presenter slides is available for downloading from investor.spglobal.com. Replays of the entire call will be available in about 2 hours. The webcast with audio and slides will be maintained on S&P Global's website for 1 year. The audio-only telephone replay will be maintained for 1 month.
On behalf of S&P Global, we thank you for participating, and wish you a good day.
Operator:
Good morning, and welcome to S& P Global's Fourth Quarter and Full Year 2023 Earnings Conference Call. I'd like to inform you that this call is being recorded for broadcast. All participants are in a listen-only mode. We will open the conference to questions and answers after the presentation and instruction will follow at that time. To access the webcast and slides, go to investor.spglobal.com. [Operator Instructions] I would now like to introduce Mr. Mark Grant, Senior Vice President of Investor Relations for S&P Global. Sir, you may begin.
Mark Grant :
Good morning and thank you for joining today's S&P Global fourth quarter and full year 2023 earnings call. Presenting on today's call are Doug Peterson, President and Chief Executive Officer; and Ewout Steenbergen, Executive Vice President and Chief Financial Officer. For the Q&A portion of today's call, we will also be joined by Adam Kansler, President of S&P Global Market Intelligence; and Martina Cheung, President of S&P Global Ratings. We issued a press release with our results earlier today. In addition, we have posted a supplemental slide deck with additional information on our results and guidance. If you need a copy of the release and financial schedules, or the supplemental deck, they can be downloaded at investor.spglobal.com. The matters discussed in today's conference call, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including projections estimates and descriptions of future events. Any such statements are based on current expectations and current economic conditions and are subject to risks and uncertainties that may cause actual results to differ materially from results anticipated in these forward-looking statements. Additional information concerning these risks and uncertainties can be found in our Forms 10-K and 10-Q filed with the US Securities and Exchange Commission. In today's earnings release and during the conference call, we're providing non-GAAP adjusted financial information. This information is provided to enable investors to make meaningful comparisons of the company's operating performance between periods and to view the company's business from the same perspective as management. The earnings release contains financial measures calculated in accordance with GAAP that corresponds to the non-GAAP measures we're providing and contains reconciliations of such GAAP and non-GAAP measures. The financial metrics we'll be discussing today refer to non-GAAP adjusted metrics unless explicitly noted otherwise. I would also like to call your attention to certain European regulations. Any investor who has or expects to obtain ownership of 5% or more of S&P Global should contact Investor Relations to better understand the potential impact of this legislation on the investor and the company. We are aware that we have some media representatives with us on the call. However, this call is intended for investors, and we would ask that questions from the media be directed to our Media Relations team whose contact information can be found in the release. At this time, I would like to turn the call over to Doug Peterson. Doug?
Doug Peterson:
Thank you, Mark. 2023 was an exciting year for S&P Global a year of innovation and growth. Our results in 2023 serve as a testament to strong execution and S&P Global's unique position at the center of the global markets. Excluding Engineering Solutions which was divested in the second quarter of last year revenue increased 8% year-over-year. We expanded adjusted operating margins by almost 300 basis points year-over-year in the fourth quarter to finish the year with approximately 100 basis points of margin expansion and we surpassed our $600 million target for cost synergies by $19 million. We delivered adjusted EPS growth of 13% to come into the high end of our guidance range as we continue to benefit from strong revenue growth, disciplined expense management and a commitment to strong capital returns. On the topic of capital returns, 2023 marked the 50th consecutive year that S&P Global has increased its cash dividend and we've already announced the Board approval to make 2024 the 51st. In 2023 we returned $4.4 billion to shareholders through dividends and buybacks, representing more than 100% of our adjusted free cash flow. In addition to strong financial performance, we created a formal artificial intelligence leadership team in 2023, which we'll discuss in more detail shortly. We also delivered double-digit growth and significant innovation in key strategic investment areas. Private market solutions and sustainability and energy transition both delivered double-digit growth in 2023 and we're well positioned to continue growing in these important areas in 2024. Our Vitality Index which we target to remain at or above 10% of company revenue actually exceeded 11% in 2023 and also increased at a double-digit rate. In 2023, we delivered key wins in each of the five strategic pillars we introduced at the end of 2022. We look forward to accelerating that success in 2024 and continuing our track record of creating value for our customers and our shareholders. We know that our success depends on creating value for our customers and we delivered for them in 2023. We improved customer retention rates in several of our divisions last year while continuing to introduce new products and features more quickly and more frequently. Through deep engagement with customers around the world, tens of thousands of customer touch points, we saw continued adoption of enterprise contracts in Market Intelligence and acceleration of enterprise agreements in Commodity Insights. We know that certain customer verticals, particularly Financial Services and regional base had unique challenges in 2023. While we discussed longer sales cycles through 2023, we were able to keep our sales pipeline moving and continue to demonstrate value for our customers even in challenging times. As we look to 2024, we continue to see macroeconomic market and geopolitical challenges. Our customers need unique and differentiated data sets and key insights for the markets they serve, which means our role as a trusted and strategic partner is more important than ever. Now nearly two years after the merger, we've put the work of operational integration behind us. And we have fully turned to the exciting work of growth, innovation and execution. We remain committed to balancing margin expansion with strategic initiatives and long-term growth. We will also look for ways to optimize our portfolio of products and services. With the merger integration behind us, we plan to continue reviewing and optimizing our portfolio of assets to meet our customers' needs either through tuck-in acquisitions or potentially further divestitures as you've seen us do historically. Turning to the 2023 issuance environment. We saw strong growth in billed issuance in 2023, particularly in the second half. In the fourth quarter, we continued to see issuers returning to the market, with billed issuance growth driven primarily by strength in bank loans, structured finance and high yield. This contributed to a successful rebound for the full year 2023, with billed issuance increasing 8%. Turning to Vitality. We're pleased to see the continued outperformance in our index to close out 2023. As we shared with you when we introduced this metric a little over a year ago, our goal is to make sure at least 10% of our revenue comes from new or enhanced products each year. As products mature, they'll naturally age out of the Vitality Index, even if they continue to grow rapidly. But we remain committed to that 10% target, as a steady stream of innovation takes the place of any products that graduate from the index. We view the Vitality Index as a direct measure of the value our customers are realizing from the improvements we're making in our products and services each year. With 18% growth in revenue from Vitality products in 2023, we ended the year with more than 11% of our total revenue coming from these new offerings. This is an incredible achievement by our product development and commercial teams, as they not only build great products and features in 2023, but also make sure our customers were aware and equipped to benefit from the innovation we are bringing to the table. Across divisions, we've seen new products in 2023 that demonstrate our commitment to powering global markets in a world of rapidly evolving technology. First, in another compelling example of our cross-divisional development between Market Intelligence and Commodity Insights, we launched our Power Evaluator tool. It's already received great feedback from power utility market participants. Additionally, in Commodity Insights, we combined the most powerful features of two leading commodity platforms, Platts Dimensions Pro and IHS Connect to create Platts Connect, which we believe is the market's most holistic source of data insights and tools custom-built for commodity market participants. In Market Intelligence, we also significantly enhanced Capital IQ Pro. June saw the release of one of the largest and most important updates in years. And we're thrilled with the preliminary release of our new generative AI solution ChatIQ to a set of pilot customers in December. We're excited for more customers to get access to these proprietary tools as 2024 progresses. We also launched powerful new tools with our new supplier risk indicator and Entity Insights offerings. In Ratings, we continue to deliver assessments and insights to help market participants evaluate different assets. And we leveraged our expertise in blockchain technology and cryptocurrencies to launch the first stablecoin stability assessment in late 2023. 2023 saw the launch of several new indices as well, including the S&P B3 corporate bond index in Brazil, multiple cross-asset indices and new sector, factor and thematic indices that we believe will contribute to strong growth in the years to come. As we mentioned last quarter, we want to provide an update on our AI strategy. We've elevated the focus on artificial intelligence to make sure we have executive leadership, governance and sponsorship at the enterprise level. In late 2023, we announced internally that our former Chief Information Officer, Swamy Kocherlakota would take on the new role as Chief Digital Solutions Officer, including executive sponsorship of AI and Kensho. Bhavesh Dayalji, CEO of Kensho has expanded his role to now lead cross-divisional AI initiatives as our first Chief Artificial Intelligence Officer. These changes to our leadership structure around technology and especially around AI are the next logical steps in the commitment to AI that began with our initial investment in Kensho nearly seven years ago. As part of this strategy, we've developed an AI accelerator to fast-track high-priority AI initiatives and build common capabilities that can be deployed and used by teams across the enterprise. There are four important ways that we expect our AI to impact our performance. First, through the development of new products and services; second, leveraging Kensho to accelerate and automate manual processes and data operations; third, amplifying the productivity of our internal experts, freeing up more capacity for higher order work; and fourth, embedding AI functionality in existing products to increase customer value and improve user experience. We're committed to keeping you informed about these initiatives. So we've launched a new AI page on our public website, spglobal.ai, which includes important research, our key thought leadership and insights into our developments. At S&P Global, we have a strategic vision of the importance of AI to our industry and the world going forward as we believe that AI will quickly become embedded in everything we do. And we have a framework to deliver the best capabilities in as many products as we can and by extension into the hands of as many customers as we can as fast as we can. Fortunately S&P Global starts with some of the most powerful proprietary data sets in the world sourced from all five divisions. Our proprietary data layer is a key differentiator that we believe sets us apart. As we've outlined for you in the past we remain committed to sound governance, protecting this proprietary data and preventing third parties for monetizing or commercializing our data independently. A challenge that even data-rich companies will face is that much of this data isn't ready to be ingested or used by large language models. The data requires traditional machine learning preprocessing, things like data cleaning, data transformation, data reduction and data integration, but it also requires tokenization and tagging, which can be very resource-intensive. This is the Kensho layer. The proprietary tools developed over the last several years by the teams at Kensho automate much of the preprocessing work for both structured data like financial reports, but also unstructured data like the transcript from this very earnings call. Tools like Scribe, NERD, Link, Extract and Classify do much of this heavy lifting and allow our proprietary data to be leveraged more easily and update it more quickly and frequently. This leads to the third element of our framework; the open ecosystem. As we've shared with you before we aren't dependent on any individual technology partner. Having so much AI expertise in-house, means that we can leverage infrastructure and compute platforms from multiple hyperscale cloud providers, third-party LLMs, our own proprietary LLMs and a wide array of other vendors without having to lock ourselves in or cede economics to one ecosystem or another. Ultimately, the goal is to have generative and traditional AI capabilities embedded everywhere that makes sense. We'll track our progress through improving customer win rates, retention rates, price and ultimately growth. It should also show up in our own workflows to improve productivity and efficiency, improving our unit economics and our operating margins over time. We're excited about the significant progress we've made in 2023 and even more excited about what this company will accomplish in 2024 and beyond. Our innovation also extends to the efforts we make to develop our people and improve our communities. In 2023, we held an internal event called Accelerate Progress Live to reinforce our commitment to our teams around the world and highlight our purpose and values as a global employer of choice. We provide dedicated time for our people to pursue volunteer opportunities. We saw an 89% increase in the number of S&P Global people who took advantage of these programs in 2023. And as more of our people return to our offices around the world our global people resource groups saw a nearly 50% increase in engagement. We also demonstrated our commitment to continuously improve our reporting and transparency around our sustainability and related initiatives. In 2023, we published our 12th Annual Impact Report and our fifth Annual TCFD Report. We also published our first-ever Diversity Equity and Inclusion Report, taking much of the information that we've been reporting for years enhancing our disclosures, and making that information more accessible in a dedicated report. We're very pleased that our efforts have been recognized by many external organizations in the last year. S&P Global has iconic global brands and is well known as a desirable destination for highly skilled professionals around the world. We look forward to building upon that hard-won reputation in 2024. Turning to our financial results. Ewout will walk through the fourth quarter results in more detail in a moment, but the headline numbers tell a strong story for 2023. We're pleased to see accelerating growth and margin expansion in almost every division in 2023. The 2023 results and the 2024 guidance, we're introducing today give us confidence in our trajectory towards the growth and margin targets we introduced at our 2022 Investor Day. As we approach the two-year anniversary of the merger, we can definitively say it has been a success. In the last two years, not only have we brought together two world-class organizations but we've delivered through a challenging period against our aspirational and ambitious targets. We integrated major software systems in record time and consolidated our offices around the world. We're able to close many of our data centers due in part to a transformational partnership with AWS. We've maintained a disciplined approach to managing our product portfolio. And we demonstrated this commitment through the divestiture of Engineering Solutions and the aftersales business in our Mobility division and also through the decommissioning of a number of low-margin or slower-growth products. Lastly, since the merger closed we've returned $17.5 billion to shareholders through share repurchases and dividends. We initially set a target of $480 million in cost synergies then raised that target to $600 million and have now exceeded that higher target by $19 million. We're ahead of schedule on our revenue synergies to date and we'll continue to report our progress there. Lastly, we told you when the merger closed that we believed it would be accretive to adjusted EPS by 2023 and I'm pleased to confirm that we have delivered. Both our internal analysis and independent external analysis indicate that in 2023 we delivered higher adjusted EPS than we likely would have generated with S&P Global as a standalone company. I'm thrilled to be able to call the merger a success and to move forward to powering global markets as one company. Now, I'll turn to Ewout to review the financial results. Ewout?
Ewout Steenbergen:
Thank you, Doug. We closed the year with strong fourth quarter performance overall as we saw growth across all five of our divisions. Adjusted earnings per share increased 23% year-over-year. Reported revenue grew 7% in the fourth quarter, but excluding the impact of the Engineering Solutions divestiture, and the small tuck-ins done earlier this year revenue growth was 11%. We also expanded adjusted margins by nearly 300 basis points and reduced our fully diluted share count by 3%. Moving to our strategic investment areas. I'm pleased to report, we saw growth across all categories. Sustainability and energy transition revenue grew 17% to $84 million in the quarter driven by strong demand for our energy transition products and benchmark offerings. Sustainability and energy transition's full year revenue grew 24% to approximately $301 million. As we introduce more products and continue to innovate in the space we remain committed to this important growth driver for the business. Moving to Private market solutions. We saw revenue increase by 18% year-over-year to $113 million driven by strong growth in Ratings private market revenue as improved market conditions increased bank loan issuance, private credit estimates and MI's software solutions. As we progress towards our goal of $600 million of private market solutions revenue by 2026, I'm pleased to report full year revenue grew 10% to $430 million for 2023. Vitality revenue, which is the revenue generated by innovation through new or enhanced products from across the organization was $380 million in the fourth quarter, representing a 19% increase compared to the prior year. Importantly, Vitality revenue represented 12% of our total revenue in the quarter again surpassing our index target of at least 10%. Now turning to synergies. As Doug mentioned earlier, we have completed our cost synergy program associated with the merger and outperformed our stated targets. In the fourth quarter of 2023, we recognized $156 million of expense savings due to cost synergies. And our annualized run rate exiting the year was $619 million exceeding our goal of $600 million. For the full year, we recognized $581 million in cost savings from synergies. We had been targeting 85% of total cost synergies realized in 2023 and I'm pleased to see that we not only achieved that target but that we surpassed it by more than $70 million. We continue to make progress on our revenue synergies as well, with $40 million in synergies achieved in the fourth quarter and an annualized run rate of $152 million exiting the year. Now turning to expenses. Our total expenses grew approximately 2% in the fourth quarter, primarily driven by increases in our core and investment growth areas and compensation expenses, which were partially offset by benefits associated with the Engineering Solutions divestiture and cost synergies. On core and investment growth, we continue to make the necessary investments in our strategic initiatives, which includes hiring the right people for key roles and investing in new and existing avenues of growth for our businesses. Within compensation there are two factors I would like to call out. First, our salary expenses remained elevated due to hiring activity and inflationary pressures throughout 2023. Second, our benefit costs were higher due to finalization of benefits realignment of IHS Markit employees in the fourth quarter. As we go through the divisions you will see these factors impacting expenses and margins this quarter, particularly in Market Intelligence and Mobility. This drove slightly higher expense growth than we were expecting but total adjusted expenses still grew only 2% year-over-year in the fourth quarter while revenue increased 7%. Now let's turn to the division results. Market Intelligence revenue increased 9%, driven by strong growth in Data & Advisory Solutions and Enterprise Solutions. Desktop accelerated to 7% growth in the fourth quarter as continued product innovation, introduction of new content sets and improvements to speed and performance supported strong subscription growth. Data & Advisory Solutions and Enterprise Solutions grew 8% and 10% respectively. Both benefited from double-digit growth in subscription-based offerings. Credit & Risk Solutions grew 10% in the fourth quarter supported by strong new sales and price realization. While renewal rates remain strong overall for MI, we did see slightly elevated cancellations in the fourth quarter, as customers particularly in the financial services vertical continue to see some budgetary constraints. Combined with the modest softness in non-recurring revenue, this resulted in total revenue for MI slightly below our expectations though we continue to see accelerating growth for the division in the fourth quarter. Adjusted expenses increased 4% year-over-year, primarily due to higher compensation expense an increase in royalties and data costs, partially offset by cost synergies. Operating profit increased 18% and the operating margin increased 280 basis points to 34.2%. For full year 2023 margins improved by 120 basis points to 33%. The margin results are below our guidance range and are a result of a combination of an admittedly strong topline falling short of our expectations and expenses being slightly higher due to the reasons I mentioned. Now, turning to Ratings. In the fourth quarter we saw refinancing activity drive issuance as improving market conditions reduced borrowing costs and macroeconomic indicators gave issuers comfort coming to the market even in December, which is historically a very quiet month for debt issuance. Revenue increased 19% year-over-year exceeding our internal expectations. Transaction revenue grew 35% in the fourth quarter as heightened refinancing activity increased bank loan and high-yield issuance. Non-transaction revenue increased 10% primarily due to an increase in annual and program fees and growth at CRISIL. Adjusted expenses increased 6% driven by higher compensation, which includes hiring associated with growth initiatives at CRISIL and higher incentives due to financial performance. This resulted in a 32% increase in operating profit and an impressive 540 basis point increase in operating margin to 53.4%. For the full year 2023 margins increased by 60 basis points to 56.5%. And now turning to Commodity Insights. Revenue growth increased 10% following a third consecutive quarter of double-digit growth in both Price Assessments and Energy & Resources Data & Insights. Upstream Data & Insights revenue grew by approximately 3% year-over-year benefiting from strong demand for software product offerings as well as significant improvement in retention rates. The business line continues to prioritize growth in its subscription base. Price Assessments and Energy & Resources Data & Insights grew 12% and 13% respectively. Growth was driven by continued strength in our benchmark data and insights products. Both business lines continue to see robust subscription sales driven by strong commercial momentum and enhanced value being delivered to customers. Advisory & Transactional Services revenue grew 8% driven by strong trading volumes across all sectors in Global Trading Services and strength in energy transition-related product offerings. These market-driven volumes helped GTS deliver its strongest quarter of 2023. Adjusted expenses increased 10%, primarily driven by higher compensation and continued investment in growth initiatives, partially offset by cost synergies. Operating profit for Commodity Insights increased 10% and operating margin contracted 20 basis points to 44.4%. There are a few factors I would like to call out that contributed to CI's very modest margin contraction in the fourth quarter. In addition to the compensation drivers I mentioned earlier, we saw an increase in performance-related compensation due to the topline outperformance. We remain very confident in the growth opportunities for Commodity Insights and also wanted to make sure we continue to adequately invest to capture those opportunities. Trailing 12-month margin, which we believe is the best way to assess the performance of our divisions increased by 180 basis points to 46.1% in 2023. In our Mobility division, revenue increased 9% year-over-year. The dealer segment marked its fourth consecutive quarter of double-digit growth, while manufacturing and financials and other continued to deliver solid results. Dealer revenue increased 14% year-over-year driven by the continued benefit of price realization within the last year and new store growth particularly in CARFAX for Life as well as the addition of Market Scan. Manufacturing grew 2% year-over-year, driven by planning solutions and marketing solutions. Financials and other increased 5% as the business line benefited from strong underwriting volumes and price increases. Adjusted expenses increased 10% driven primarily by higher compensation due to the benefits alignment already mentioned and also due in part to higher commissions related to revenue outperformance in our OEM and dealer businesses. We also incurred some inorganic expense growth on the Market Scan acquisition. In aggregate these drivers resulted in an 8% increase in adjusted operating profit and 30 basis points of operating margin contraction year-over-year in the fourth quarter. For full year 2023, margins contracted 20 basis points to 38.8%. Now turning to S&P Dow Jones Indices. Revenue increased 5% primarily due to strong growth in exchange-traded derivatives revenue and new business activities within Data & Custom Subscriptions. Revenue associated with asset-linked fees were relatively flat in the fourth quarter. This was driven by higher ETF AUM, which benefits from both market appreciation and net inflows leading to higher ETF fees and declines in OTC products. Exchange-traded derivatives revenue grew 22% primarily driven by strong volumes in SPX and fixed products and strong price realization. Data & Custom Subscriptions increased 4% year-over-year, driven by continued strength in end-of-day contract growth. During the quarter, expenses decreased 6% year-over-year, primarily driven by lower outside services and incentive expenses. Operating profit in Indices increased 11% and the operating margin increased 390 basis points to 66.1%. For the full year 2023, margins expanded 50 basis points to 68.9%. As we reflect on 2023 as a whole, I'm incredibly proud about the many things we're able to accomplish. We returned more than 100% of adjusted free cash flow to shareholders. We also continue to make the right investments in our strategy, allocating approximately $140 million to the enterprise initiatives that we have discussed with you. And we are encouraged by the fact that approximately 10% of the company's revenue growth came from those initiatives in 2023. On an inorganic basis, we executed a disciplined M&A strategy with tactical acquisitions immediately adding value to the enterprise. The optimization of our capital and liquidity structure completed earlier in the year provided $750 million of capital. Due to the prudent and strategic application of rate swaps we're able to execute that debt issuance in a rising rate environment, while avoiding an increase in our average cost of capital. With a team that can deliver impressive accomplishments like these in 2023, I'm confident this will continue under the leadership of the future CFO of S&P Global. Now, I'll turn it back to Doug to cover the 2024 outlook.
Doug Peterson:
Thank you, Ewout. We're updating our outlook to reflect our economists' view of the most important economic and market factors that will impact 2024. While this isn't meant to be an exhaustive list, these are some of the key factors we'll be tracking this year. We're currently expecting a soft landing scenario with a base case assumption that we avoid a global recession. So we expect geopolitical uncertainty to persist. We also expect energy transition and higher interest rates to remain factors. For the equity markets, we expect the secular tailwind that flows from active to passive management to continue. Though changes to market volatility can impact our ETD business and Indices and fluctuations in asset prices will have a lagged, but potentially meaningful impact on our asset-linked fees revenue, early signs in 2024 indicate market optimism with the market currently pricing in multiple rate cuts in 2024. The timing of these potential cuts is unpredictable, but we expect the issuance environment to be stronger in the first half of the year than the back half. We expect continued focus on energy transition in the commodity markets with volatility in the evolving regulatory landscape having the potential to impact our results this year. Our financial guidance assumes global GDP growth of 2.8%, US inflation of 2.4% at an average price for Brent crude of $83 per barrel. We're also forecasting billed issuance growth in the range of 3% to 7% in 2024, with stronger growth expected in the first half. While we've included a market issuance forecast in the past, we will only report on billed issuance going forward, when discussing our outlook for our financial performance, as it historically has been a better indicator of our revenue growth and aligns with our monthly disclosures. Turning to our most recent refinancing study. When we compare these refinancing walls to last year's study, we see that current year maturities, meaning 2024 maturities now compared to 2023 maturities measured at this time last year are more than 10% higher than they were at this point last year. The maturities expected over the next two and three-year periods are more than 12% higher. While we can't be certain how the higher rate environment will impact these maturities or issuers' likelihood to delever, we're confident that this puts us in a strong position to achieve the Ratings revenue targets we're outlining today for 2024. Now, turning to our initial guidance for 2024. This slide illustrates our initial guidance for GAAP results. For our adjusted guidance, we're expecting revenue growth in the range of 5.5% to 7.5%, driven by strong growth in all five divisions. We expect organic revenue growth excluding the impact of 2023 divestitures in the range of 7% to 9%. We expect to deliver at least 100 basis points of adjusted operating margin expansion in 2024. This will require us to maintain discipline around expenses and productivity, while ensuring that we are making the necessary investments to drive growth and innovation in vital strategic areas like generative AI, sustainability, energy transition and private markets. We expect to deliver adjusted EPS for the full year in the range of $13.75 to $14, which represents double-digit growth at the midpoint. It's important to note that our expected adjusted tax rate is nearly two percentage points higher in 2024 than in 2023. If our tax rate were to remain unchanged from 2023, we would expect adjusted EPS growth approximately two to three percentage points higher, consistent with the low to mid-teens growth rate we pointed to for 2025, 2026 at our Investor Day. As you saw in our supplemental materials earlier this morning, we also expect adjusted free cash flow excluding certain items of approximately $4.4 billion. We expect growth in adjusted free cash flow to be driven primarily by strong growth in revenue and profitability though free cash flow growth will be tempered somewhat by the timing of working capital items and the full year impact of the $750 million debt offering completed in the third quarter of 2023. With the geopolitical, macroeconomic and market risk and opportunities, we've discussed on this call we expect that the financial outlook we've provided today likely has more upside risk than downside. And you can count on our focus determination and discipline over the coming year. Our outlook for 2024 calls for further acceleration in revenue growth compared to 2023, and continued margin expansion even though we will no longer have the benefit of the vast majority of our cost synergy actions going forward. Our financial outlook for 2024 illustrates our continued progress toward the targets we outlined at our Investor Day just over a year ago and we remain committed to those targets. Moving to our division outlook. For Market Intelligence, we expect revenue growth in the range of 6% to 7.5% with expected growth to be slightly higher in the back half than in the first half of the year. We expect adjusted operating margins in the range of 33.5% to 34.5%, as we continue to invest in key growth initiatives while maintaining rigorous discipline around expenses. For Ratings, we expect revenue growth in the range of 6% to 8% driven by billed issuance growth of 3% to 7%. We expect revenue growth rates to be stronger in the first half of the year than the second half as comparisons are easier in the first half. We expect some level of pull forward given the uncertainty around the timing of any potential rate actions by central banks. We expect adjusted operating margins in the range of 57.5% to 58.5%. For Commodity Insights, we expect revenue growth in the range of 8% to 9.5% and adjusted operating margins of 46.5% to 47.5%. For Mobility, we expect revenue growth in the range of 8.5% to 10% and adjusted operating margins of 39% to 40%. Lastly for S&P Dow Jones Indices we expect revenue growth in the range of 7% to 9% and adjusted operating margins in the range of 68.5% to 69.5%. As you saw in the press release earlier this morning, our Board has authorized the repurchase of shares totaling up to $2.4 billion, which we expect to execute throughout the year. And with that, I'd like to invite Adam Kansler, President of S&P Global Market Intelligence; and Martina Cheung, President of S&P Global Ratings and Executive Lead for Sustainable1 to join us. And I will turn the call back over to Mark for your questions.
Mark Grant :
Thank you Doug. [Operator Instructions] Operator, we will now take our first question.
Operator:
Thank you. Our first question comes from Faiza Alwy with Deutsche Bank. Your line is open.
Faiza Alwy :
Hi. Thank you. Good morning. So I wanted to start with a big picture question on Ratings take advantage of Martina on the call. Maybe you can talk a little bit about the drivers behind the Ratings top line outlook. Doug mentioned 3% to 7% billed issuance growth but give us a bit more color around transaction versus non-transaction growth and the various components whether it's corporate structured. You mentioned greater private assessment. So just a bit more color around what's underlying the revenue outlook. Thank you.
Martina Cheung:
Hi. Thanks very much for the question. So as Doug mentioned in his remarks, we do expect a stronger first half of this year, 2024 compared to the back half of the year. And I'll break it down a little bit. First on the transaction revenue and our billed issuance estimate in the 3% to 7%. We're expecting to see continued refinancing activity that we saw build up in the back half of last year with high yield and bank loans and we saw that consistent in January. So we would expect to see that continue throughout the first half of this year. We would also expect to see some investment grade, although not as robust as last year. And part of that is just because some of the investment-grade issuers tapped the market last year. Another potential factor there is the fact that we would see some investment-grade issuers being able to wait until the rates come down. Now some of the factors driving first half versus the second half, I would say anecdotally we're hearing that issuers are looking to come to market to take advantage of strong investor appetite to lock in rates once they're higher and before the rates come down and ahead of potential volatility in the back half of the year. On transaction revenue we would actually expect to see stronger frequent issuer program issuance this year than we saw last year. You won't see that in our billed issuance estimate for example. And we would also expect to see continued strong performance in our surveillance book across CRISIL, our royalty and other products such as RES or Ratings Evaluation Service. Overall, though as Doug said, we do expect stronger first half compared to second half. All of these factors that we take into consideration including pace and timing of rate cuts volatility, et cetera these are all baked into our overall outlook. It is early in the year and we will definitely seek to become more precise as we go throughout the year but that's I think a good summary of where we're at.
Operator:
Thank you. Our next question comes from Manav Patnaik with Barclays. Your line is open.
Manav Patnaik:
Thank you. Good morning. I just wanted to touch on the revenue synergies. You said I think it was $152 million annualized exiting the year. I think that's a number higher than what we would have thought of. I was just hoping you could give us some color on where – what kind of areas those are coming from what you've kind of baked into 2024 also perhaps?
Doug Peterson:
Thank you, Manav. This is Doug. Well we're really excited about what we've been able to achieve with the merger. And you've heard us talk about the power of the merger, the capital return that we had, the accretion to EPS, the cost synergies which we now have delivered $619 million. And going forward we're going to keep talking about the revenue synergies. When we look at the revenue synergies, they started off traditionally with cross-sell, cross-sell within divisions. This is where we were selling Commodity Insights products from the Platts customers to the IHS Markit customers and vice versa. Same in the Market Intelligence business where we're selling financial services products to corporate customers for Market Intelligence. But now we're starting to deliver the new products as well. And a combination of both of these has allowed us to be ahead of the schedule. We're very excited about the new products coming out. Let me give you one example from the Commodity Insights division something called Platts Connect. Platts Connect is a product that took the platform of Platts Dimensions Pro and took the IHS Markit Connect platform. We put them together. We now have a very unique single holistic platform for prices, for research, for forecasting. But let me hand it over to Adam, since he's on the call and he can give us some more color for Market Intelligence.
Adam Kansler:
Great. Thanks, Doug. The revenue synergy is obviously one of the most exciting parts of the combination of businesses. As Doug mentioned, the early successes have been in going to our customers, with combined product capabilities that strengthen what we were already providing to those customers. We've seen outsized performance there, even against our own expectations. What's really exciting as we get now into the years, where we've landed those early merger synergies is the launch of new products. Doug mentioned a few. Over the course of 2023, we launched seven new products just within Market Intelligence. We have 14 new products set to come to market across 2024. These will increasingly become part of what we're offering out to customers, whether it's just putting our bond pricing in together with our credit analytics capability looking at our economics and country risk data across our Desktop, incorporating sustainability data into our private markets portfolio management capabilities. These are all exciting areas that will continue to add to the growth of the business. You'll also see us announce some increasing generative AI capabilities across broader data sets of the combined businesses. I'm sure we'll talk a little bit more about that later on the call.
Operator:
Thank you. Our next question comes from Toni Kaplan with Morgan Stanley. Your line is open.
Unidentified Analyst:
Hi. Good morning. This is Greg on for Toni. Thanks for taking our question. Adam, just want to go back to you talk about Market Intelligence 6% to 7.5% revenue growth guide similar to last year. Is -- a selling environment has that improved at all? Or is that still a bit of a headwind? And then on the capital markets piece of the business I think some of the Ipreo assets seeing some increased activity to start the year. So is there upside from that? Or are you still a little bit cautious? Thanks.
Adam Kansler:
Okay. Thank you for the call. We're very optimistic about continued growth in the business. And you've seen that progression from 2022 to 2023 and you see our guidance for 2024. Our end markets have had a pretty challenged period through 2022 and 2023 right? You've seen 30-plus percent declines in M&A activity 34% decline in private equity investment activity. But even through that period we've been able to deliver the solutions that our customers want. I think that will continue into 2024. We do see some early activity in capital markets, but I think the way the full year will play out is yet to be seen. For us going into the first quarter, we see more challenging comps. So we'll see a little bit slower start to year than we'll see towards the back half of the year. I am cautiously optimistic that as markets stabilize that presents opportunity for us. But we want to be careful, because our largest customer sets continue to be under pressure. You see that in the news every day. As we go into the beginning part of this year, we want to see how that ultimately plays out, but we feel pretty good about the guidance range we've put out.
Unidentified Analyst:
Thanks. Great.
Operator:
Thank you. Our next question comes from Andrew Nicholas with William Blair. You may proceed.
Unidentified Analyst:
Hi. Good morning. This is Tom on for Andrew. I wanted to ask about ChatIQ. You mentioned you started piloting that in December. I was wondering what kind of customer feedback you're getting so far? And what kind of benefits you can expect? Can it help increase pricing on the Cap IQ platform or some other benefits you're seeing there? Thank you.
Adam Kansler:
Tom, thanks for the question. We're very excited about the early responses on ChatIQ. That's a tool that lets our customers get into our Desktop and get back actionable insights lets them actually click through directly down to the source documents on what's one of the most robust data sets available to financial markets and corporate participants in the world. ChatIQ, very exciting. We are out with a few pilot customers. We'll start to release that out more broadly to our customer set over the course of 2024. But it's also not the only thing that we're doing with generative AI. You may have seen a press release in the last couple of days. We've actually launched now widely available to customers the ability to use generative AI to search in the S&P Global Marketplace, which is the place where you can go and look at all the data sets available across all of S&P Global. We're using generative AI to allow people to query into those data sets to get broader understanding of what's actually available through our company. We're pretty excited about that and early responses have been positive. You'll also see releases from us during the year things we're calling RegGPT, some other tools around our ratings related data that we deliver through Market Intelligence to allow our customers to probe into that data and get quick responses that help increase the speed within their own workflows. You'll continue to see this across the course of 2024. We're very focused on making sure we release things that are actually useful to our customers enhance the value proposition of what we're delivering to them and ultimately embed our solutions more deeply into their workflows.
Doug Peterson:
Thanks, Tom.
Operator:
Thank you. Our next question comes from Andrew Steinerman with JPMorgan. Your line is open.
Alex Hess:
This is Alex Hess on for Andrew Steinerman. I was hoping you guys could walk us through a little bit of the incremental margin outlook embedded in your guide, especially for Market Intelligence Commodity Insights, and maybe Mobility, just helpful to know sort of in those higher subscription businesses what the puts and takes are on expenses and how we should see that flowing through to operating income? Thank you.
Doug Peterson:
Thanks Alex. This is Doug. Let me start by saying that we always start our year with looking at how we're going to be able to grow our margins. We always build a budget that begins with top line growth. And we want to make sure that we can build our business through investment for innovation, but also continue to deliver margin expansion. So if you asked about each of the divisions and each of the divisions has different characteristics for how we're moving forward. We have technology and productivity plans in place. But let me start with a couple of the divisions and then hand it over to Adam. So within the Commodity Insights division, we're looking at as you saw 8.8% growth to 9.5% growth with a margin expansion in the 46.5 to 47.5 range. We have growth in that area in particular in energy transition products. We see high demand coming for new products that relate to carbon to carbon intensity to carbon markets to different types of metals, which are going to be important for the energy transition. So we see a lot of growth in the area coming from energy transition on top of what are the regular markets there. We do have some investments taking place in the Commodity Insights division both for some regional expansion, as well as some new products. When it comes to Mobility, we're making some investments in some new products in Mobility, so that we will be able to grow our top line. As you see we have an 8.5% to 10% revenue guide as a 39% to 40% margin guide. But we always operate all of our businesses beginning with top line with discipline to deliver growth. Just to mention before I hand it over to Adam as you know we've delivered 1,200 basis points of margin expansion over the last 10 years. So it's something that's in our DNA. But let me hand it over to Adam.
Adam Kansler:
Sure. Just commenting briefly on margins within Market Intelligence. We do expect to continue to see expansion as we go into 2024. It's important for us to keep balancing the need for continued efficiency, looking for where we can operate more effectively and continue to drive margin expansion. We expect to do that on course to the levels that we laid out in the 2022 Investor Day, but also balancing that with making the right investments to drive the increased top line growth that we also expect to deliver as we get towards those target dates that we laid out in the Investor Day as well.
Mark Grant:
Thanks, Alex.
Operator:
Thank you. Our next question comes from Alex Kramm with UBS. You may proceed.
Alex Kramm:
Yes, hey good morning everyone. Just I guess continuing that last point, Adam that you made. When I look at the revenue targets that you laid out at the Investor Day across the company, I think you're making good progress everywhere. But in Market Intelligence, I think it appears that if it's a steady path with the most behind. So, maybe just coming back to the comments you made earlier in terms of the environment, is it the environment that needs to improve? Is it the revenue synergies that need to click more? Or what needs to happen to get to that seven to nine in 2025. Yes and what are the biggest factors that get you there? Thanks. And what's your confidence level, sorry.
Adam Kansler:
Thanks, Alex. Confidence level, high. We set those targets for 2025, 2026. I think we're well on track to get there. Even in this current year, while coming in behind our goal, we're still right near the very bottom of that 7% to 9% growth range, right? We delivered a 6.9-or-so percent year. You've seen in our guidance like we'll continue to push towards that. You identified actually a couple of the important factors. That synergy growth will continue to build. And we always said, we start to see the real impact of that in years three through five and that's the period that we're just starting to enter. So, you will see that continue to be a factor. The second biggest factor is, we've gone through in 2022 and 2023, one of the toughest macro environments that we've seen, particularly for our customers over the last certainly five to 10 years. So, as that macro environment improves, conditions for that customer that improves for us. It also sets us up to continue to accelerate towards those growth levels. Even through that challenging period, as I mentioned, we're delivering actually pretty close to that range and on a pretty straight line path into it and pretty high confidence that we'll get there.
Operator:
Thank you. Our next question comes from Ashish Sabadra with RBC Capital Markets. You may proceed.
Ashish Sabadra:
Thanks for taking my question. I just wanted to focus or drill down further on the Index business. There was a mention of declines in OTC products. I was wondering, if you could provide some color on that front. And then as we get into 2024, I was wondering if you could provide some color on what are your assumptions around AUM growth. And then fees which were a headwind this year, how should we think about those potentially becoming a tailwind in '24? Thanks.
Ewout Steenbergen:
Good morning, Ashish, this is Ewout. Thank you for giving me an opportunity to answer a question during my last call. Coming back to your point about OTC, obviously, if you look at AUM fees in the fourth quarter, you say, hey that's strange, why is it flat where markets are up so much? And we see two underlying dynamics that go in opposite direction. So, as we have always said in AUM fees, there's many things that go there into the mix. There is mutual funds there's OTCs and others. Actually if we zoom in on ETFs, it's up about 8% in terms of fees. And that is helped by market depreciation as well as very strong inflows that we have seen into the ETF area but offset by OTC volumes that were down period-over-period. OTC volumes can always be a bit lumpy quarter-to-quarter. So, I wouldn't read too much into it. This can really change again the following quarter. So, overall, I would say this is a normal trend that we are seeing here. With respect to the assumption for 2024, first of all, the assumption is that AUM is up at mid-single-digit level. The ETD volumes low single-digit increase, and then the subscription growth at a double-digit level for the Index business for 2024. Those are the assumptions. Thank you, Ashish.
Operator:
Thank you. Our next question comes from Scott Wurtzel with Wolfe Research. Your line is open.
Scott Wurtzel:
Great. Thank you. Good morning guys. Just moving back to the Ratings segment and I'm thinking about the results and guidance. You're sort of looking at that Slide 32 and seeing the decline in expected maturities for 2024. I was just wondering if you guys saw any pull-forward activity into the fourth quarter given the decline in rates and tightening spreads that we saw and how that may have informed your outlook for 2024 here? Thanks.
Martina Cheung:
Hey Scott thanks for the question. We did see some pull forward more for 2024, a little bit of 2025 into 2023 not just in Q4 I would say. I mean I think the sort of the repricing and other refinancing activity starting to pick up momentum in the back half overall and we've certainly seen that continue into this year. But I would maybe take a step back and perhaps sort of characterize how we build our outlook for the year. So, absolutely refinancing is very important. And as Doug mentioned in his remarks, the refinancing wall continues to grow nicely which is a very healthy indicator for us. But we also look at a number of other factors, including the overall macro picture whether it's GDP growth pace and timing of interest rate cuts. We also look at opportunistic issuance. We know that's been historically very hard to predict and that's become even more difficult in the last two years. And candidly M&A, we don't have historic or heroic assumptions around M&A. As Adam mentioned earlier, it was down quite a bit. last year. And while we're hearing a little bit of positive market sentiment, we need to see how that plays out throughout the course of the year. We also look at investor appetite fund flows and how that could impact issuance across different asset classes. So, for example as I mentioned earlier, we would expect to see higher frequent issuer issuance this year than we did last year. And then we keep an eye on this throughout the course of the year, a lot of contacts with investors. I think we did -- we increased our investor meeting frequency quite a bit last year so we're between the 25,000 30,000 range of meetings with investors. So, a lot of work goes into building up the bond up. It's not just the refinancing piece of it, although of course, that's a good long-term indicator for us. And then just to kind of recap or draw a line under it. As Doug said, we would expect slightly faster first half than second half. And as we go throughout the year, we can come back to you with greater precision.
Doug Peterson:
Thank you Scott.
Operator:
Our next question comes from Jeff Silber with BMO Capital Markets. You may proceed.
Jeff Silber :
Thanks so much. In your prepared remarks, I think you had said you're constantly reviewing and optimizing your portfolio. Can we just kind of step back maybe you can tell us what you're looking for whether it's in tuck-in acquisitions or maybe more importantly potential divestitures? Would it be possible to see a large divestiture in the future? Thanks.
Doug Peterson :
Thank you Jeff. As you know we always apply a discipline to looking at our portfolio, looking at top line growth, looking at the margin expansion, also looking at how it fits across the portfolio. During the year last year, we didn't make a lot of noise about it but we did shut down some very small products. We shut down 8,000 indices that were subpar subside across the businesses within Commodity Insights Market Intelligence or some small products that we moved on. We also had a couple of small divestitures. But when you ask the question to us, we're constantly looking at the portfolio trying to understand what fits best. We have different themes. You've heard us talk about the key themes private market, sustainability, supply chain, analytics, risk and credit. These are the sorts of areas that we're always looking to expand our presence to make sure we have the best capabilities possible to meet the needs of our clients. But within looking at the needs of clients we look at the shareholders. We look at how we're going to put this portfolio together with the best way to leverage our technology. We will always apply the discipline as well to how we're going to look at the portfolio in the future.
Jeff Silber :
Thank you.
Operator:
Our next question comes from George Tong with Goldman Sachs. Your line is open.
George Tong:
Hi. Thanks. Good morning. I'd like to better understand your guidance for Ratings revenue growth in 2024. Do you expect billed debt issuance growth of 3% to 7%, but Ratings revenue growth of only 6% to 8% in 2024, which would reflect little to no pricing benefit or mix headwinds. Can you help bridge the gap there?
Martina Cheung :
Hi, George. Thanks for the question. So, maybe I could start with transaction versus nontransaction and how we think about both of those. And as you know transaction is a somewhat lower proportion of our revenues compared to let's say pre-pandemic. On the transaction front and specific to billed issuance, as I said, in my last response, we look at a variety of factors. Refinancing is a critical one. I covered that in my last response, as well as the key macro drivers when rate cuts could start for example what the exit rate on those looks like this year the potential challenge in predicting opportunistic issuance. And there we really do not have heroic assumptions around opportunistic issuance for this year. So we're being cautious on that. And then I would say as, I mentioned as well that we would expect to see more frequent issuer issuance this year, which wouldn't show up in our billed issuance estimate of 3% to 7%. So I think with all of that you have to take into consideration the potential wide range of outcomes, whether it's rates, whether it's almost half the world's population voting and elections and potential for greater volatility in the back half of the year. So that informs both the overall outlook of 3% to 7% billed issuance, but also the timing that Doug has mentioned, which is a stronger first half versus second half. On the transaction side, we see strong performance across all key areas there. So that would include our surveillance book. It would include the res portions of the book for example CRISIL, as well as the royalty payment that we get from Market Intelligence. So maybe again I would just reiterate strong first half and tapering off in the back half. And then as Doug mentioned, it is early in the year. There is potential for upside in the range and we would look to get more precise on this as we go throughout the year.
Doug Peterson:
Thank you, George.
Operator:
Thank you. Our next question comes from Craig Huber with Huber Research Partners. You may proceed.
Craig Huber:
Yes, hi. Good morning. Maybe just talk a little bit further about your guidance for the year about where potentially you could be conservative in your mind whether it be on the cost side of things? Or are you baking in too much assumption for cost there or on the top line? What segments potentially coming ahead of your outlook at this stage of the game? Thank you.
Doug Peterson:
Thanks, Craig. As you saw when we put together our information, we put in our slides what are the key factors that we look at. And when you take a step back, we know that GDP growth is always the number one driver. It's the highest correlated factor to our long-term revenue growth. We've looked over the years to see what are those factors that drive it the most. We see some potential slowdown in the economy in the US and EU. We're planning for what we call we're planning against what we call a soft landing which means that there could be some sort of slowdown in the economy. As you heard we've seen some slowness and a little bit of longer sales cycles in certain segments. But that's – those are some of the downside factors. What would happen with the geopolitical factors, how long will it take before central banks begin to cut rates, we've taken those into account as we built our guidance with some conservatism. So if we saw a much quicker return to lower interest rates, if we saw much quicker a geopolitical environment that was more stable, these are the kinds of things that create some upside for the company. We also look at segment by segment. We know that the automotive segment is going through a lot of change. We know that the energy transition which is changing the commodity cycle. So we've taken into account all of these different factors as we've looked at the – overall at the guidance. So to your upside risk – upside opportunities we think that it could come if interest rates move down lower faster, if the interest rates if the economies grow faster than we think, et cetera. But these are all the factors we take into account across the divisions, as we're setting up our guidance for 2024. Thanks, Craig.
Operator:
Thank you. Our next question comes from John Mazzoni with Wells Fargo. Your line is open.
John Mazzoni:
Thank you, good morning. Could you just help us understand how you're thinking about the longer-term generative AI monetization specifically around cross-platforming as well as potential kind of upsell and cross-sell from kind of new products?
Doug Peterson:
Great. Thank you for that. And when we think about technology when we think about AI we start with the framework that we showed you in our prepared remarks today which has the foundation of very strong proprietary data. We think that this is going to be one of the most important factors for AI becoming successful at any company no matter where they are. And we think that this gives us a running start in addition to what we've already been developing with Kensho over the last five years. But turning that into earnings and turning that into growth is something that we're starting to build. We think that the AI opportunities we have, Adam talked earlier about ChatIQ is an example of something that gives customers the opportunity to dig much, much deeper into our data. We think that it's going to create stickiness. We're starting with metrics that look at for example, our Net Promoter Scores. We're looking at retention. We're looking at how people -- how -- what kind of feedback we get from calls from customers that are calling in to see how we're doing. We also believe that right now we're going to be able to continue to meet our guidance that we gave you for our -- in our Investor Day in 2022. We'll be able to continue along that track. And then we'll be able to come out with much more precise guidance for the impact of AI across our portfolio in the future. But we see this as something that's going to be a game changer for all of our businesses. It's going to be embedded in everything we do. And we're just now learning how we're going to measure those impacts. But let me hand it over to Adam because he's very close to a couple of the end market opportunities that we have right now.
Adam Kansler:
Great. Thanks Doug and thank you for the question. As Doug mentioned, we do think generative AI has a transformative potential across almost all of our products. Remember we are one of the largest data providers in the world. And the one thing we have is a highly trusted, highly developed accurate set of data across our businesses whether that's in Market Intelligence or the other divisions of our business. We're also deeply embedded in the workflows of our customers. The combination of those two and when you really understand the power behind generative AI to unlock the potential in massive data sets that may correlate to each other, may have unique insights and the ability to process through that in a very rapid time frame. For us thinking about portfolio monitoring workflows, research and insights, credit assessments, risk assessment, looking across broad sets of data for insights and what's developing in various sectors or regions or how it could impact the portfolio. Those are all opportunities for us for making the data sets and workflows that we already provide today to our customers all the more powerful. When we look at the opportunity set in front of us and even just our product launch sheet for 2024, we're pretty encouraged that we're well-positioned to take advantage of the technology, increase the penetration we have with our customers and expand the kinds of services and insights we're able to give them efficiently. That also increases the efficiency of their own internal workflows, which obviously comes with significant value. We'll see how that all materializes and how we're able to monetize that. But we do think it's a tailwind for us.
Doug Peterson:
Thank you, John.
Operator:
Thank you. Our next question comes from Jeff Meuler with Baird. Your line is open.
Jeff Meuler:
Yeah. Thank you. Ewout when you described some of the costs that were higher than expected things like the heritage IHS Markit employee benefit cost, it wasn't clear to me was there a true-up that was specific to Q4? Or was there a greater than expected step up in the expense baseline that's happening now? And then on 2024 tax rate, what drives the step up? And is the new rate like a good steady state rate for the portfolio? Thank you.
Ewout Steenbergen:
Yeah. Thanks Jeff. So let me explain what is benefits realignment. So benefits realignment is that we brought as of January 1, 2023, all of our employees across the world to the same benefits package, because we think it is fair that we should treat everyone the same in every country around the world. So think about the medical plans, think about the retirement plans. We have made estimates about the expenses for 2023. And for the first three quarters, the expenses came in exactly in line with our expectations, but they exceeded the expectations in the fourth quarter. And benefits costs are always not 100% certain because just to give an example, the medical costs in the US were self-insured. So they can be higher if we have higher medical claims or the matching for 401(k) contributions can be higher. So we're seeing this more as a onetime step-up cost and that should be in our baseline going forward from 2024 onwards. Your second part of your question about the tax rate, we saw in 2023 a bit of a benefit in the tax rate in the third quarter and the fourth quarter. And then we are seeing some upward pressure in the tax rate in 2024. So to expand on that on the third quarter of 2023, we had some favorable new guidance with respect to the utilization of foreign tax credits. And then in the fourth quarter, we had the conclusion of certain state tax audits that led to some reserve releases. So it brought the effective tax rate a little bit down in 2023 compared to a normalized level. And what we're seeing in 2024 the implementation of Pillar 2 global minimum tax in several jurisdictions as well as the UK statutory tax rate is going up. So 2024 is I think the right level to think about this. Where tax rate will go from a longer-term perspective is really hard to say because it really depends on government finances and where that will go around the world in the future. Thank you, Jeff.
Operator:
Thank you. Our next question comes from Russell Quelch with Redburn Atlantic. You may proceed.
Russell Quelch:
Yeah. Thanks for having me on the call. Sorry to go back to this but on the Ratings business and your macro forecast are implying I think is the soft landing conducive for rate cuts. And as I understand that the maturity walls built throughout the year, I appreciate some of that could be pulled forward into the front end. But I'm still struggling to square this sort of front-end loaded observation when you discuss revenues relative to your macro guidance. So maybe you could explain that again, please? And also, what you're assuming for the non-transaction revenue growth in 2024. Sorry if I missed that. Thanks.
Martina Cheung:
Thanks much Russell for the question. Just a quick one on the non-transaction. We don't separate out our guidance between transaction and non-transaction. But as I said, we do expect robust performance in our non-transaction part of the book this year. The picture is a little counterintuitive in fact for the timing piece because you would in fact expect given our kind of predictions of three rate cuts for example by the Feds starting in the middle of the year, this year that you might see a more even result with issuance throughout the year. What we're actually hearing from the market is a little bit different. So for bank loans and high yield for example, we're seeing and hearing a couple of things. Number one issuers have accepted the higher for longer. But more importantly number two there's a good really good strong investor appetite for these asset classes. And pricing is much more constructive this year for example than it was same time last year. So these issuers are coming to market. There's a high volume of repricing into that. So for example the bank loan January volumes for re-pricing was actually around if not a little bit higher than the full year 2023 repricing that we saw in bank loans. And then on investment grade some of that -- we see that tapered a little bit this year compared to last year. The reason for that is that there were so many issuers that came to market last year but also those that are sitting waiting for rate cuts can afford to actually absorb what they're sitting on today whether it's using commercial paper or otherwise to wait for some of those rate cuts to play out. Hopefully, that answers your question. As I said, it's early. We're in the first half of February and this is our base case. There's a pretty wide range of possibilities here and we'll look to get much more precise as we go throughout the year.
Mark Grant:
Thank you, Russell.
Operator:
Thank you. Our next question comes from Shlomo Rosenbaum with Stifel. Your line is open.
Adam Parrington:
Hi. This is Adam on for Shlomo. Can you discuss the level of incentive compensation in the quarter and what is implied in 2024 versus 2023? And how much does this impact the margin guidance for 2024 as well? Thank you.
Ewout Steenbergen:
Yes we brought up incentive compensation accruals in the fourth quarter. And that was driven by the strong top line performance from both the Ratings and Commodity Insights. So, for the total year 2023, our cash bonus incentive accruals are now ending up at a level above 100%. What we always do, when we do planning is to reset cash bonus incentives back to 100% from a planning perspective for the next year. So, for 2024, in the plan is embedded a 100% payout of our cash bonuses.
Mark Grant:
Thank you, Adam.
Operator:
Thank you. Our next question comes from Heather Balsky with Bank of America. Your line is open.
Unidentified Analyst:
Hi. This is [indiscernible] on for Heather Balsky. You talked about elevated cancellations in Market Intelligence. Could you give us some details on what type and maybe size of customers you're seeing cancel? And what kind of discussions you've had so far this year?
Adam Kansler:
Hi Heather, it's Adam. Thank you for the question. So through the fourth quarter in particular, the places where we saw cancellations were actually in our smallest customers, right, customers under relatively low threshold. Our larger customers while under pressure due to a range of macro reasons, those are places where we have opportunity in a vendor consolidation initiative, where those customers are looking to consolidate the number of vendors they work with given the scale and scope of relationship that they have with S&P Global that often presents opportunity for us. And accordingly, we saw much stronger renewal rates in that group of customers than we did amongst our smallest customers. I think the other places where we see pressure is discretionary spend, where customers have a decision, whether to undertake a consulting project or a new initiative. Those are places where customers have been a little bit more hesitant into the fourth quarter. And we're hopeful that will continue to stabilize as we get into 2024.
Mark Grant:
Thank you.
Operator:
We will now take our final question from Owen Lau with Oppenheimer. You may proceed.
Owen Lau:
Hey, good morning. Thank you for squeezing me in. I just want to go back to AI. And I think AI it's great and there are lots of potential, but it looks like whether clients will actually pay extra for it, it's still uncertain. I'm just wondering, what makes you confident that you can develop a killer app that people will use it and pay for it. Thanks.
Doug Peterson:
Thank you, Owen. Well, we take a view that AI is going to be embedded in everything we do. And we don't think there's going to be a killer app. It would be great if there were. That's not our plan. Our plan is to look at AI to see how it can improve our productivity, how we can use it with our developers, our data management, data linking, et cetera, up into how we're going to improve our products and build products and link them over time. As you heard from Adam, we've got a few very exciting products that are already being tested in the market. We've launched one recently and then we've got some more coming. We also have the capabilities of Kensho which are available on the Marketplace. So we don't think of it as a killer app. We think of it as continuous improvement. And we think that if you look at it over time, it's going to be something that's going to change the way we work and the way that our people work. So, we're really excited about it. We're also excited that we have such a strong internal team that we're one of the first companies who was able to name a Chief Artificial Intelligence Officer, somebody who has the experience of Kensho of being the CEO there with the expertise. We have an open model in terms of the ecosystem we're going to be working with. So we're not looking for a killer application, but we're looking to see every single way we can use it and how it's going to improve the way we serve our customers as well to manage the business. So thank you Owen. Let me make a couple of closing remarks. And first of all, I want to thank all of you as usual for being on the call and for your excellent questions. And it was great to have Adam and Martina on the call today. And I'm really excited about everything that we're able to deliver in 2023. We delivered what we think is the promise of the merger. As you know we've paid back over $17.5 billion of capital over the last two years since the merger. We've been delivering innovation. We delivered on our synergies. So we're excited about taking that energy and all of the incredible work that our people have done, and turning that now into growth into the future. I also want to thank our people as always for their incredible work. It's what made 2023 what it is and it's what makes me very confident about the foundation we have for going forward, and especially our leadership team who is focused on growth innovation and execution. This is our last earnings call with Ewout. He's been with us for seven years of remarkable service and I want to thank him. He's helped shape our financial strategy. I know that everybody is very pleased with our margin, and as well as our capital return and that's something that Ewout's been instrumental in. He's helped us lead with our accelerated growth with our innovation and he's had a tremendous impact. He partnered with us on all of the major strategic transactions. He's been the sponsor of Kensho for the last five years, which we now talked about many times on this call the importance that brings to the company as well as one of the initial architects as well as executors of the IHS Markit merger. So he's done a fantastic job building a world-class finance organization. As we previously announced our current Chief Accounting Officer, Chris Craig will be named as the interim CFO on Monday. And he has done a fantastic job here for the last 13 years. And he's going to continue to evaluate the businesses. And as we look both internally and externally for candidates for the permanent role, and I look forward to working with Chris in his role. But again thank you Ewout. We wish you the best in your new role and continued success in your career. And please keep making the world a better place with your leadership with UNICEF. So, again, thank you everyone for joining the call. Great questions and we're very excited about the future. Thank you very much.
Operator:
Thank you. That concludes this morning's call. A PDF version of the presenter slides is available for downloading from investor.spglobal.com. Replays of the entire call will be available in about two hours. The webcast with audio and slides will be maintained on S&P Global's website for one year. The audio-only telephone replay will be maintained for one month. On behalf of S&P Global, we thank you for participating and wish you a good day.
Operator:
Good morning, and welcome to S&P Global's Third Quarter 2023 Earnings Conference Call. I'd like to inform you that this call is being recorded for broadcast. All participants are in a listen-only mode. We will open the conference to questions and answers after the presentation and instruction will follow at that time. To access the webcast and slides, go to investor.spglobal.com. [Operator Instructions] I would now like to introduce Mr. Mark Grant, Senior Vice President of Investor Relations for S&P Global. Sir, you may begin.
Mark Grant:
Good morning, and thank you for joining today's S&P Global third quarter 2023 earnings call. Presenting on today's call are Doug Peterson, President and Chief Executive Officer; and Ewout Steenbergen, Executive Vice President and Chief Financial Officer. For the Q&A portion of today's call, we will also be joined by Martina Cheung, President of S&P Global Ratings. We issued a press release with our results earlier today. In addition, we have posted a supplemental slide deck with additional information on our results and guidance. If you need a copy of the release and financial schedules or the supplemental deck, they can be downloaded at investor.spglobal.com. The matters discussed in today's conference call may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including projections, estimates and descriptions of future events. Any such statements are based on current expectations and current economic conditions and are subject to risks and uncertainties that may cause actual results to differ materially from results anticipated in these forward-looking statements. Additional information concerning these risks and uncertainties can be found in our Forms 10-K and 10-Q filed with the U.S. Securities and Exchange Commission. In today's earnings release and during the conference call, we're providing non-GAAP adjusted financial information. This information is provided to enable investors to make meaningful comparisons of the company's operating performance between periods and to view the company's business from the same perspective as management. The earnings release contains financial measures calculated in accordance with GAAP that corresponds to the non-GAAP measures we're providing. And the earnings release and the supplemental deck contain reconciliations of such GAAP and non-GAAP measures. I would also like to call your attention to certain European regulations. Any investor who has or expects to obtain ownership of 5% or more of S&P Global should contact Investor Relations to better understand the potential impact of this legislation on the investor and the company. We're aware that we have some media representatives with us on the call. However, this call is intended for investors, and we would ask that questions from the media be directed to our Media Relations team, whose contact information can be found in the release. At this time, I would like to turn the call over to Doug Peterson. Doug?
Doug Peterson:
Thank you, Mark. As we look at this quarter's highlights, I want to remind you that the financial metrics we'll be discussing today refer to non-GAAP adjusted metrics unless explicitly noted otherwise. We're pleased to report 11% revenue growth in the third quarter, excluding the impact of Engineering Solutions. We saw acceleration in revenue growth in every division this quarter. As we discussed last quarter, we took decisive action to protect margins in the second and third quarters last year. And while lapping that impact contributed to our expense growth this quarter, we're pleased to see margins expand approximately 100 basis points despite that headwind. Adjusted EPS increased 10% year-over-year, and we're raising our adjusted EPS guidance by approximately $0.10 at the midpoint to reflect the better-than-expected results through the third quarter. Strong financial results like these come as a result of continued innovation and execution, and we're excited about the rapid pace of product launches coming from S&P Global this quarter. We'll be discussing a few of them on the call, but I encourage you to look through the releases available in our online press center to get a better sense of the sheer volume of new products and features we've introduced this quarter. We've seen acceleration in each of the strategic growth areas we've been reporting since our Investor Day. We also saw our Vitality Index reached 12% of total revenue in the quarter as new products continue to generate value for both customers and shareholders. We also made progress on our AI initiatives, which I'll touch on briefly today, but we plan to provide a more holistic update on our progress next quarter. We continue to align our goals and operations against the 5 strategic pillars we introduced at Investor Day. I'm thrilled with what our team was able to deliver for our customers this quarter. As we lean into our customer conversations and continue to provide innovative solutions to the problems that most need solving, our customers are increasingly viewing S&P Global as a trusted strategic partner. In the third quarter, sales cycles were consistent with the longer cycle we've seen in the last few quarters, though we're encouraged that these conversations with customers are often leading to larger deals. In times of market volatility, uncertainty or change, the global markets has learned to count on S&P Global for differentiated data, powerful workflow tools, important insights and unrivaled benchmarks. We're seeing confirmation of our strategic emphasis on private markets as well as sustainability and energy transition as revenue growth accelerated meaningfully in both those areas this quarter. As we continue to engage with customers, we hear clear indications of long-term optimism despite the near-term uncertainty and volatility in the markets. Our conversations with financial institutions, corporates and others generally revolve around interest rates in the short term with everyone interested in identifying peak interest rates. Large maturity walls along with other factors contribute to our optimism about the multiyear growth trajectory for S&P Global. Related to Ratings, global billed issuance saw a very strong third quarter with 21% growth year-over-year. With credit spreads tightening through the third quarter, issuers were more comfortable coming to the market, though refinancing activity continues to drive the majority of issuance. We also saw better-than-expected activity in bank loans particularly around amend and extend transactions, which we expect to continue in the fourth quarter, though perhaps not to the same extent. We also saw our relative position CLOs improve again in the third quarter, marking a continuation of the trend we've seen all year. Vitality revenue is another area of accelerating growth for S&P Global this quarter. Our Vitality revenue metric consists of revenue derived from new or enhanced products. These innovative products contributed 12% of revenue in the third quarter and grew a combined 22% year-over-year, a significant acceleration from the 14% growth last quarter. You'll notice that the largest contributors to our Vitality revenue are unchanged from last quarter. While products can and will move out of the Vitality Index over time as they mature, it's encouraging to see growth from these products remain steady and resilient. We're also encouraged by the early signs of growth and traction among many of the smaller products that will likely scale to be the top contributors in the coming quarters and years, including the trends we see in private markets for more transparency in valuation and benchmark products. I'd like to turn to some of those new product launches now. We're seeing strong cross-divisional collaboration driving new ideas with much of that innovation now turning to generally available products. In the third quarter, we introduced multiple data sets from our Mobility division to our Market Intelligence Marketplace, making crucial vehicle forecast and registration data available via both Xpressfeed and Snowflake. We also launched a new single unified platform that marks the product integration of both Platts and IHS Connect. The new platform is called Platts Connect and allows customers access to a comprehensive range of products, benchmarks, data and insights from one easy-to-use interface on desktop and mobile. These 2 products, Mobility and Marketplace and Platts Connect, also highlight 2 of our early opportunities to integrate new AI capabilities. In the coming months and quarters, we'll be introducing intelligent search and other AI-powered functionality that we're currently developing and testing within Marketplace and Platts Connect. We'll have more details on that as we get closer to launching those new features. We also introduced Entity Insights in the third quarter, which brings data from Sustainable1 to our network and regulatory solutions to power KYC third-party risk management and vendor management within a single workflow tool, leveraging data for 27 million global entities. I also want to provide an update on our development of ChatIQ. As we've shared with you, ChatIQ is a generative AI product developed jointly between Kensho and our Market Intelligence team. During the third quarter, we had a new beta release that we continue to test internally, but this is a step function improvement over our last internal release. Given our strategic focus, I wanted to provide a bit more detail on the acceleration of our sustainability and energy transition products as we expected in the third quarter. Customer needs have evolved away from ESG scores and moved towards climate and energy transition. We believe we are uniquely visioned to win in this market. When we talk to customers, we hear clear trends. Customers don't just need a set of opaque scores. They're building internal sustainability frameworks, and they need high-quality raw data. With Trucost, we have what we believe to be the most robust and comprehensive climate data set in the world. We also offer detailed sustainability data on 17,000 companies, including approximately 3,500 that provide robust granular data through our corporate sustainability assessment survey. Companies are seeking to operationalize the risk management around climate, and we have the largest set of real asset level data available with emissions data and climate hazards mapped to 1.6 million physical assets. We also hear consistently from customers that they need help with energy transition, including developing and executing a viable energy transition strategy. We have solutions that cater to customers in different industries, including our automotive value chain carbon accounting solution and the power evaluator solution for energy transition strategies within the crucial power utility sector. We see this customer need across all industries. So this quarter, we also launched the Sustainability Starter Pack. This is a comprehensive solution to help companies start from scratch or from wherever they may be as they develop sustainability strategies. We help them assess materiality, measure greenhouse gas emissions and develop the reports necessary to comply with disclosure requirements and stakeholder demands. Customers need help generating things like a TCFD report and measuring things like greenhouse gas emissions. They need help benchmarking their own progress against peers, and they need help managing the transition to renewable energy sources. We're confident that S&P Global is unparalleled in its ability to provide both the breadth and the depth of offerings necessary to adequately cover all these areas. We're continually increasing the data that we make available through Xpressfeed, and we're pleased to be adding data sets around net zero commitments and biodiversity before year-end. Clearly, we're meeting customers at their point of need, and that's showing up in our results. Trucost revenue growth accelerated to 55% year-over-year. Energy transition continues to grow nearly 40%. And our total sustainability and energy transition revenue growth accelerated to 36% year-over-year in the third quarter. While we're very encouraged by these results, we will not rest on our laurels. We remain committed to accelerating product leadership in this vital area and look forward to many new exciting products to come in future quarters and years. Of course, our commitment to innovation and customer value also powers our ability to generate value for our shareholders. This is an incredible quarter of accelerating growth. We also continue to demonstrate discipline around expenses as margin expansion in the third quarter helped keep trailing 12-month margins relatively flat year-over-year. Trailing 12-month margins improved sequentially from the second quarter, and we expect margins for the full year to expand more than 100 basis points based on the midpoint of our guidance as Ewout will explain in more detail. The economic factors facing the company are largely unchanged as we look to the final few months of 2023. Secular trends continue to serve as strong tailwinds for the company, while cyclical trends can impact different parts of the business in different ways. Despite increased geopolitical uncertainty and evolving regulatory landscape around things like sustainability and continued uncertainty around the timing of the capital markets recovery, S&P Global remains committed to delivering value in all market conditions. Turning to the conditions of the debt markets. We're tightening the range of our expectations for billed issuance as we now expect growth of 5% to 7% compared to our prior expectations of 4% to 8%. As we've discussed previously, we introduced the billed issuance reporting metric this year as well as a full year forecast to provide context for the issuance assumptions embedded in our Ratings revenue guidance. Billed issuance remains the issuance metric most tightly correlated with our transaction revenue in Ratings. Our latest forecast from the Ratings Research Group now calls for positive market issuance growth for the full year, up from last quarter's expectation for a full year decline. As a reminder, market issuance can differ materially from billed issuance with divergence this year driven by declines in unrated debt and sovereign in international public finance, which don't impact billed issuance. And now I'd like to turn the call over to Ewout Steenbergen to go through more details around our financial results and outlook. Ewout?
Ewout Steenbergen:
Thank you, Doug. As a reminder, the financial metrics that we will be discussing today refer to non-GAAP adjusted metrics unless explicitly noted otherwise. This was an exciting quarter for S&P Global as we saw growth accelerate across all 5 of our divisions, and revenue and margins both outperformed our internal expectations. Adjusted earnings per share increased 10% year-over-year. While reported revenue grew 8%, this actually understates the accomplishments of the team during the third quarter because excluding Engineering Solutions and the small tuck-ins done earlier this year, revenue growth was an impressive 11%. We also expanded adjusted margins by 100 basis points and reduced our fully diluted share count by 4% year-over-year. As you saw in the press release earlier this morning, we plan to continue share count reduction with the launch of an incremental $1.3 billion accelerated share repurchase program in the coming weeks. Revenue in the quarter was driven by growth across all divisions, led by outperformance in our Ratings division, which benefited from elevated issuance activity in the high-yield and bank loan markets. While the environment remains unpredictable for the debt markets, we saw stronger issuance volume throughout the third quarter than we expected, particularly in September. Adjusted expenses were up 6% year-over-year, while the adjusted operating income increased 10%. Acceleration is further demonstrated by our strategic growth initiatives. Sustainability and energy transition revenue grew 36% to $78 million in the quarter, driven by strong demand in climate and physical risk products and our energy transition products. As Doug highlighted earlier, we're fulfilling our customer needs for raw data and reporting capabilities around sustainability and energy transition, and this is evident by the third quarter growth. This acceleration reconfirms our continued optimism around the long-term potential of this important part of our growth. Moving to Private Market Solutions. We saw revenue increase by 18% year-over-year to $109 million, driven by strong growth in Market Intelligence private market software solutions, including iLEVEL and a return to strong growth in Ratings private market revenue as bond issuance and private credit estimate activity both improved in the quarter. We're also encouraged by the demand we're seeing in our private market valuation and benchmark offerings. Vitality revenue, which is the revenue generated by innovation through new or enhanced products from across the organization, was $369 million in the third quarter, representing a 22% increase compared to prior year. Importantly, Vitality revenue represented 12% of our total revenue in the quarter, making it the third consecutive quarter of improvement in our Vitality Index score. Now turning to synergies. In the third quarter of 2023, we recognized $149 million of expense savings due to cost synergies, and our annualized run rate exiting the quarter was $588 million. We expect to complete our cost synergy program by year-end with a run rate of approximately $600 million. We continue to make progress on our revenue synergies as well with $25 million in synergies achieved in the third quarter and an annualized run rate of $112 million. Turning to expense growth. We are pleased to see that our efforts to optimize our portfolio and deliver cost synergies offset most of the year-over-year expense growth in the third quarter. Our total expenses increased less than 6% year-over-year, though we continue to see some inflationary pressure on compensation expense. Due to the decisive expense actions we took last year, the reset of incentive compensation this year continues to contribute meaningfully to expense growth, though we do not expect any further headwinds from this going forward. We are confident that we continue to strike the appropriate balance between disciplined expense management and investing in our business as evidenced by the volume of new products coming to the market this year and our expectation to deliver more than 100 basis points of adjusted margin expansion for the full year at the midpoint of our guidance range. Now let's turn to the division results. Market Intelligence revenue increased 8%, driven by strong growth in Data & Advisory Solutions and Enterprise Solutions. Desktop grew 5% in the third quarter, driven by strong subscription growth as ACV growth continued to outpace revenue growth, partially offset by modest softness in onetime sales. Renewal rates continue to remain strong in the mid- to high 90s range. Data & Advisory Solutions and Enterprise Solutions each grew by 9% in the quarter, benefiting from double-digit growth in subscription-based offerings. Credit & Risk Solutions continues to see strong new sales for RatingsXpress and RatingsDirect products as well as continued double-digit growth in credit analytics. Adjusted expenses increased 9% year-over-year, primarily due to compensation expense. Operating profit increased 6%, and the operating margin decreased 60 basis points to 33.3%. On a trailing 12-month basis, margins improved 140 basis points. As we progress through the fourth quarter, we expect continued acceleration in revenue growth as we move into the most favorable comparison quarter for the year. Furthermore, we see the business continuing to benefit from the launch of new products and monetization of cross-sell referrals as part of the division's overall revenue synergy program. As a result, we are tightening our full year guidance for revenue growth by 100 basis points to a range of 6.5% to 7.5% while reaffirming our full year margin outlook. Now turning to Ratings. In the third quarter, we saw continued improvements in issuance activity, particularly due to refinancing in the bank loan and high-yield markets. Revenue increased 20% year-over-year, well above our internal expectations. However, growth was helped by a $19 million cumulative catch-up for customers' self-reported commercial paper issuance in nontransaction revenue, which primarily benefited structured finance. Excluding this impact, Ratings would have grown approximately 17% in the third quarter. Transaction revenue grew 34% in the third quarter, driven primarily by growth in bank loan and high-yield issuance. Nontransaction revenue increased 13%, primarily due to an increase in annual fees, which includes the catch-up revenue I mentioned previously as well as growth in Ratings Evaluation Service activity and at CRISIL. Excluding the impact of the catch-up revenue, nontransaction revenue would have grown approximately 8%. Adjusted expenses increased 18%, primarily due to the write-down of incentive compensation expense in the year-ago period. This resulted in a 22% increase in operating profit and a 70 basis points increase in operating margin to 56.6%. On a trailing 12-month basis, margins are still impacted by the relatively low margins in the fourth quarter of last year. As Doug mentioned, we're tightening our billed issuance growth assumption for 2023 to 5% to 7%. This reflects the outperformance we saw in the third quarter, but also reflects our slightly lower expectation for investment-grade issuance in the fourth quarter relative to our prior forecast. While we expect continued growth in nontransaction, we still see headwinds in issuer credit ratings revenue as fewer new issuers come to the market. As a result, we are increasing Ratings revenue guidance range by 100 basis points, now expecting growth of 6% to 8% for the full year and reiterating our margin guidance. And now turning to Commodity Insights. Revenue growth increased 11% following a second consecutive quarter of double-digit growth in both Price Assessments and Energy & Resources Data & Insights. Upstream data and insights increased approximately 2% year-over-year, benefiting from better-than-expected demand for both content and software as well as slightly improved retention rates. The business line continues to prioritize growth in its subscription base. Price Assessments and Energy & Resources Data & Insights grew 12% and 10%, respectively. Growth was driven by continued strength in our benchmark data and insights products. We also continue to see strong commercial momentum in our subscription offerings for both business lines. Advisory & Transactional Services revenue grew 33%, driven by strong trading volumes across all sectors in Global Trading Services and strong performance in advisory revenue in the quarter. The business line continues to benefit from market-driven volumes, but we're also seeing positive results in key areas of strategic investment, including energy transition. Adjusted expenses increased 6%. Operating profit for Commodity Insights increased 17%, and the operating margin improved 260 basis points to 48.4%. Trailing 12-month margins improved 240 basis points. We continue to see Commodity Insights benefit from strong secular trends around energy transition and sustainability and demand for benchmarks, data and insights. Following this quarter's strong performance, we are raising the low end and tightening Commodity Insights overall revenue guidance range, now expecting growth of 8.5% to 9.5% for the full year. There's no change to our margin guidance. In our Mobility division, revenue increased 10% year-over-year. The team continues to execute well with the third consecutive quarter of double-digit growth in the dealer segment and continued growth in new business in the manufacturing and financials and other segments. Dealer revenue increased 30% year-over-year, driven by the continued benefit of price realization within the last year and new store growth, particularly in CARFAX for Life and used car subscription products as well as the addition of Market Scan. Manufacturing grew 4% year-over-year, driven by elevated recall activity and continued strength in marketing solutions. Financials and other increased 9% as the business line continues to see healthy underwriting volumes and a favorable pricing environment similar to last quarter. Adjusted expenses increased 10%, driven primarily by increased incentive compensation expense, but also due to the inorganic contribution to expenses from the Market Scan acquisition. This resulted in a 10% increase in adjusted operating profit and 20 basis points of operating margin contraction year-over-year. Trailing 12-month margins have contracted 100 basis points. We expect continued strong growth in used car subscription products as we progress through the fourth quarter. We also expect Mobility to continue to benefit from dealerships and OEMs increasing their incentive spend on new vehicles as affordability is hampered by rising rates. As a result, we are narrowing our guidance for revenue growth to a range of 9% to 10% for the full year. There is no change to our margin guidance. Now turning to S&P Dow Jones Indices. Revenue increased 6%, primarily due to gains in exchange-traded derivative volumes and asset-linked fees. We're very pleased to see asset-linked fees return to positive revenue growth in the third quarter. Revenues were up 4% year-over-year, driven by higher ETF AUM, which benefits from both market depreciation and net inflows but was partially offset by mix shift into lower-priced products, continuing the pattern from last quarter. Exchange-traded derivative volume increased 18%, primarily driven by an approximately 20% increase in S&P 500 Index options volume. Data & Custom Subscriptions increased 2% year-over-year, driven by continued strength in end-of-day contract growth. During the quarter, expenses increased 9% year-over-year, with the majority of the increase driven by the write-down of incentive compensation in the year-ago period. Operating profit in Indices increased 5%, and the operating margin decreased 90 basis points to 69.4%. Trailing 12-month margins have contracted 80 basis points. There's no change to our revenue outlook for Indices. However, as a result of the continued cost discipline and outperformance year-to-date, we're increasing our margin guidance for the division to a range of 68% to 69% for the full year. Now let's move to the latest views from our economists, who are forecasting global GDP growth of 3.1% in 2023. While outlooks vary somewhat by region, our economists are forecasting a period of subdued global growth fueled by higher-for-longer rates with a soft landing base case assumption as we move through the first half of next year. We continue to expect inflation to remain above the target rates of central banks and energy commodity prices such as crude oil to remain above the historical averages as well. For the full year, we assume Brent crude will average approximately $84 per barrel, slightly higher than our last estimate as we expect Brent grew to average $88 in the fourth quarter. Now let's turn to our guidance. This slide represents our GAAP guidance for headline metrics. Adjusted guidance for the company reflects the results through the third quarter as well as our most recent views on the macroeconomic environment and market conditions. We're narrowing our expectations for total revenue growth to a range of 4.5% to 5.5% for the full year to reflect the changes discussed earlier on our divisional revenue outlook. Furthermore, we are maintaining our operating profit margin guidance of 45.5% to 46.5% with the expectation that we will achieve full year margins close to the midpoint of the range. We have provided the granular guidance on corporate and allocated expense, deal-related amortization, interest expense and tax rate in the supplemental deck posted to our IR site. This includes a 50 basis point reduction in our adjusted effective tax rate to a range of 20.5% to 21.5%. As a result of this quarter's strong performance and our expectations for the remainder of the year, we're increasing and tightening our full year adjusted diluted EPS guidance to a range of $12.50 to $12.60. The final slides in this deck illustrate our revenue and margin guidance by division, reflecting the drivers that I mentioned previously. In conclusion, our business has demonstrated exceptional growth across divisions this quarter, while we continue to manage expenses prudently. Furthermore, I'm pleased with the progress being made across our cost synergy initiatives and growth across revenue synergies as we see more and more new products coming to the market that would have been impossible without the merger. The teams have done a truly excellent job executing on our key strategic initiatives while still driving profitable growth across all divisions this quarter, and we look forward to delivering a strong finish to 2023. And with that, I would like to invite Martina Cheung, President of S&P Global Ratings and Executive Lead for Sustainable1, to join us. And we'll turn the call back over to Mark for your questions.
Mark Grant:
Thank you, Ewout. [Operator Instructions] Operator, we will now take our first question.
Operator:
Our first question comes from Ashish Sabadra with RBC Capital Markets. Your line is open.
Ashish Sabadra:
Really strong billed issuance momentum in September of 35%. There was a comment around IGB potentially weak in the fourth quarter. But just wondering if you can comment on the strength that you saw in high-yield and bank loans in the third quarter for the rest of the year? And also, if you can talk about any initial color on the refi wall and share pipeline for '24.
Martina Cheung:
Thanks very much for the question. It's Martina here. Yes, very pleased with Q3 overall. As you have seen, our billed issuance was up 21% and a very, very strong September. In high yields, we were very pleased to see it was about 150% growth in issuance overall year-over-year in the quarter, and high yields year-to-date is up about 50% rated issuance in the market. We see strong refi activity there in Q3 and looking to see more of that as we go forward, certainly into next year. It's -- Q3 marked, I think, a notable point in terms of issuers willing to come back and tap the market for high yields. And then on bank loans, as we said before, we didn't have heroic assumptions on bank loan volumes for this year. Overall, while we saw an increase in Q3 year-over-year, we're still down year-over-year, year-to-date in bank loan issuance. There, we saw a lot of refinancing. Interestingly, a very strong trend this year that we saw in Q3 and are monitoring closely going forward is a lot of amend to extend activity -- or amend and extend activity rather in the bank loan space. And that's been a boost in that area from an issuance standpoint. For '24, obviously, we're not commenting yet for '24. We'll certainly give more on that in February. But the factors that we're watching closely, refinancing walls are very healthy. Our last midyear report on refinancing showed the 5-year total's up about 11%. And between now and '26, we see about $8 trillion in refinancing. So that's something that we watch closely, and that's a very robust growth in that area. But we also are looking at usual factors, the macroeconomic factors, certainly heightened geopolitical uncertainty. M&A has not been great this year. As we've seen, it's been down by quite a bit this year. So we're looking to see that come back in next year as well. And just the other point that I would make on -- as we're looking ahead in the next several quarters is that CP balances or commercial paper balances are quite high. So that could lead to some issuance if we see corporates transitioning from CP to fixed income. And we've commented in the past that we continue to see corporate cash balances at pre-pandemic levels, which we think will continue to boost the need for issuance as well.
Operator:
Our next question comes from Manav Patnaik with Barclays.
Manav Patnaik:
I just wanted to focus on the MI margins, if I could. I mean, I understand trailing 12 months, it's up. But just the low 30s, how should we think about that going forward? And I would think that the synergies, the combination that there should be a lot of upside there, but perhaps just a lower relative growth and maybe it's an investment area. But just any thoughts on cost control and margin improvement there going forward would be helpful.
Ewout Steenbergen:
A couple of comments on this. First, if we look back at last year, we took very decisive actions in terms of pulling back expenses when the market turns more south in the second and the third quarter in several areas, among which also incentive compensation. So we have some difficult comps for this year. Having said that, number two, point number two, we acknowledge that MI can do better with margins. And we're seeing several opportunities to expand margins as we have also guidance for the full year and implicitly for the fourth quarter. So that brings me to my third point is that we expect margins actually to improve significantly beginning with the next quarter due to the easier compare but also due to several management actions that we are putting in place, including tight management of headcount and other expenses, while we still continue to invest in growth and other strategic initiatives.
Operator:
Our next question comes from Toni Kaplan with Morgan Stanley. Your line is open.
Toni Kaplan:
This one's for Martina. Your billed issuance was markedly ahead of our industry data during the quarter. And so I was hoping you could discuss if you've seen any notable share gains in particular Ratings categories this year? And just any color around share gains.
Martina Cheung:
Thanks, Toni, for the question. I give a couple of comments on this. Certainly, we would look at the differences between market issuance and billed issuance. And I think Doug and Ewout cover that routinely in terms of how to assess our performance specifically. For us, the billed issuance data in Q3 was strong for a number of reasons. Firstly, it's a bit of a mix question. So high yield, more bank loans, less frequent issuer compared year-over-year, which is just a function of when the high-yield and leverage loan issuers tap the market. I would also say we're extremely pleased with the progress and momentum that we have in a number of asset classes. When we talked to you last year at Investor Day, we said we were making investments in structured finance. We were making investments in infrastructure. We had acquired Shades of Green and making investment in SPO. And we've seen really robust performance in all of those areas, which we had tagged and very, very pleased to see those results.
Operator:
Our next question comes from Faiza Alwy with Deutsche Bank. Your line is open.
Faiza Alwy:
Ewout, I wanted to follow up on your comments around expenses. Can you help us think through expenses in the fourth quarter? And more importantly, as we look ahead to 2024, some of the -- now that you're at the end of the road in terms of synergies, how should we think about expenses in 2024 just generally across the business?
Ewout Steenbergen:
Yes, of course. First of all, I would like to comment that if we think about expenses, we have a very volatile comp in 2022. So it has moved around a lot in the quarters last year due to the good reason that we put back very hard, and we're very on top of expense management when we had the difficult markets last year. This year, actually, our trends are far more stable. So year-over-year, there is a lot of noise, but I think this year actually from a pattern perspective looks much better. I think if you look at corrected expenses actually and if you take out Engineering Solutions, we are having expense growth that is below revenue growth. So we're seeing nice healthy margin expense -- margin expansion if you correct for those same items, particularly for Engineering Solutions. We're very happy to see how expenses and margins have developed in Commodity Insights. You have seen some very nice margin expansion there as well as if we think about incentive compensation swing year-over-year, if you would correct for that, actually we're looking at quite modest expense growth in Ratings, Mobility and Indices as well. For the full year, we are expecting for this full year 2023 expense growth in the low single-digit level. So implicitly, if you then would look at the fourth quarter, expenses should be down in a low single-digit level in order to get to that overall guidance range.
Operator:
Our next question comes from Alex Kramm with UBS. Your line is open.
Alex Kramm:
Just coming back to the Market Intelligence discussion from earlier. It's a question that I've asked a couple of times since you've done this deal. But part of our thesis on the IHS Markit acquisition was that, that's a business on the market financial side that had been cobbled together by a lot of acquisitions over many, many, many years. And I think we're kind of hoping that you get in there with your S&P Global viewpoint and say like what businesses make sense or do not and maybe make this a leaner and meaner machine. So just wondering to what degree that's an effort that you guys are focused on right now? And maybe anything that you've seen where you echo that, that there may be some things to do and the business could still look a little bit different in the future or if you're very happy with the business portfolio today?
Doug Peterson:
Alex, this is Doug, and thank you for the question. And let me just take a step back to -- for 1 second to a higher level about the integration and the merger overall. We're thrilled with the progress, and you've seen that today with some of the new product launches that we described, which are bringing together information, data research from across the portfolio. And within Market Intelligence, we have the same kind of integration going on. As you know, we always looked at the integration of the integration. We realized that IHS Markit had done a lot of acquisitions. They've grown a lot of products. And one of the opportunities is to continue to consolidate those and put those together. And we see a lot of progress there. This is something you should hold us to and watch us how we're going to continue to bring together the areas. As you know, within Market Intelligence, we've got a lot of opportunities to attack new markets. As an example, corporates, financial services at IHS Markit truly was focused on financial services. A lot of their products are very attractive to corporates. We're finding a lot of opportunities as you'll hear us talk about and you know related to sustainability and private markets. So we look at this opportunity to continue to consolidate the businesses internally, which is going to bring upside from an expense point of view. And we're also going to be investing for growth, especially in areas like sustainability, private markets and then expanding areas like our reference pricing, which can be used in so many different ways. But your thesis is right. We're going to continue to consolidate, and we will also look very carefully at the overall portfolio.
Operator:
Our next question comes from Andrew Steinerman with JPMorgan. Your line is open.
Andrew Steinerman:
Ewout, it's Andrew. Could you just tell us how M&A revenues in dollars contributed to MI, Mobility, Ratings and overall in the third quarter?
Ewout Steenbergen:
Of course, Andrew, and I had expected you to ask about organic constant currency revenue. So let me first give that number. That was 10.4% for the quarter. Specifically for Market Intelligence, 7; for Ratings, 18.5; Mobility 8.2; Commodities, 10.9; and Indices, 5.8. In terms of adjustments with respect to acquisitions, there was $3.8 million of correction for Market Intelligence, given the acquisitions we have done there. And for Mobility, $5.6 million. And then there was a correction for Engineering Solutions from last year of $96 million. So if you combine that with the FX impact, which you can find in the supplemental deck, you would come to that organic constant currency growth of 10.4. And as you and I are very much in agreement, that is a very healthy basis to look at the real performance of the divisions.
Operator:
Our next question comes from Jeff Silber with BMO Capital Markets. Your line is open.
Jeff Silber:
So your Investor Day was a little less than a year ago, and I'm just curious, can you just compare how you felt about some of the businesses then compared to how you feel about them now? Anything better or worse compared to that time period?
Doug Peterson:
Jeff, this is Doug. Well, let me take a step back again. And if you recall, we had our Investor Day. It was 1 year ago almost. It's on December 1, 2022. At that time, we laid out our new vision Powering Global Markets and the 5 pillars that we use to manage the business as well as allocate capital. At that time, we put in place longer-term '25, '26 targets for revenue growth and for margins. We're well on track for all of those. And we also laid out at the time some really interesting and for us, ambitious targets for new products and new services. And we also feel really confident about what we're seeing. We feel like we targeted and have identified the most important secular trends and market trends and that we're growing in that direction. There's excellent reception for that. So 1 year in, almost 1 year into those targets, we're very confident about achieving them, and we're really excited about our prospects.
Operator:
Our next question comes from Scott Wurtzel with Wolfe Research. Your line is open.
Scott Wurtzel:
Just one for Martina. I would love to hear just your thoughts a little bit more on some of the performance in Ratings in the context of the private credit market. And then maybe also some of your thoughts on where you think the private credit market is heading relative to public debt markets and how the company can further play in that space.
Martina Cheung:
Scott, thanks so much for the question. Just reflecting the prior question as well when we did the IR Day, I said that 2 points. One is that the private markets were not going away in the sense that they were going to continue to grow. And the second is that we saw that as an opportunity. And both things have played out as expected this year. We're very pleased with our overall performance from a Ratings standpoint in the private markets. It comes in the form of a couple of areas, so increased demand for fund ratings. There's been a real healthy pipeline, lot of dialogue with the sponsors and fund managers. We've also seen quite a bit of demand on the structured credit front, which we had highlighted as a key trend that we thought we would see, and that has certainly played out this year. And as we see the overall AUM and allocation to the asset class increase, we're very well positioned. We're out in the market with credit estimates, portfolio assessments, et cetera, with our Ratings team and then having really, really great dialogue with the market participants. So very pleased from a Ratings standpoint.
Operator:
Our next question comes from Andrew Nicholas with William Blair. Your line is open.
Andrew Nicholas:
A lot of really good color on new product development. Vitality Index is ticking higher. Growth there is good. I'm just curious and I don't know if this is one that you can quantify, but just how much of that is a result of investments in product development on the gen AI side? Or is that something that can create kind of a new leg of accelerated growth as you continue to kind of harvest your investments there?
Ewout Steenbergen:
Thank you, Andrew. And we are very happy that you are recognizing the level of innovation, the level of entrepreneurship, the level [Audio Gap] company. We're very happy and pleased around that. If you think about the background of this, this is coming from, first of all, the merger. The merger gives us a lot of benefit in combining products, features, data sets, platform, capabilities. And that is really driving a part of it. Second part of it is really the investments we're making, strategic growth initiatives. And we're really pleased with what we're seeing in sustainability, energy transition, private markets and several other areas that fall out of that but are also very entrepreneurial. You see growth in areas in Indices like thematics, factor-based. We launched something that is called more the credit fix. We have car listings in Mobility and many other areas. So generally, investments in growth initiatives are really starting to pay off. And that is ultimately then also showing up in the Vitality Index, which is something that is maybe unique as a metric. And we're, as far as we know, the only company in our industry publishing this, but it is a clear indication of innovation that we would like to publish. With respect to AI and gen AI, it's powering many of the products that we are having, but it is more embedded. I wouldn't say the new really gen AI features that it is really in the number so far because most of those products are still under development. And we will get back to you once we are really at a production-grade level kind of offering that we can bring to our customers. So I think it's a little bit too early for the impact of gen AI, but more to come on that over the next few quarters.
Operator:
Our next question comes from George Tong with Goldman Sachs. Your line is open.
George Tong:
You narrowed the guidance for revenue growth in Market Intelligence with the midpoint unchanged at 7%. Does that suggest stabilizing trends in your sustainability and energy transition business? And how are broader client budget and spending trends in the segment performing?
Ewout Steenbergen:
Generally, George, this is coming from multiple drivers within Market Intelligence, not only from sustainability and energy transition. So first of all, the core business is strong. We see healthy growth. We see a good sales momentum. We see that the ACV book is really growing a little bit faster than actually the revenue we are reporting, for example, in Desktop. And as you know, ACV is an early indicator of future revenues. So we're really, really pleased by that. Also, the revenue synergies are becoming more meaningful at this moment. So that really helps to contribute growth. The capital markets volumes are stabilizing. We don't see a lot of pickup of M&A yet. But last year, it was really a headwind, and that headwind is going away. And then also the comps become more easy, for example, from an FX perspective. And then you're right, sustainability and several other factors drive here the growth as well. So we are actually really positive about the outlook for Market Intelligence growth in the fourth quarter and implicitly what you're seeing in our guidance range is that we would expect further acceleration of the growth of the top line of Market Intelligence in the next quarter.
Operator:
Our next question comes from Craig Huber with Huber Research Partners. Your line is open.
Craig Huber:
Yes. Could you just update us, please, on where you're sitting at right now for the synergies for IHS, both the cost and the revenue synergy, what that run rate is now at year-end and where you aspire to be versus your original expectations?
Ewout Steenbergen:
If you think about the cost synergies, we have raised those twice over the last period, as you know. So the $600 million is the target that we're aiming for. We're almost done. We are effectively done. There are a few more projects that will be finalized at year-end. That is just purely timing of some of those projects, and then we will be able to declare that we hit the $600 million. And then we won't talk about cost synergies anymore from that point onwards because cost synergies are also related to operational integration. And we are more or less running the company now as a fully combined company. We're not talking about one part versus the other part anymore. So it's good to close off cost synergies and really think about the company as one company going forward. That doesn't mean that we will stop with efficiency and productivity programs. Obviously, we have a track record to always look for new opportunities, and we will get back to you at that point in time with new updates. From a revenue synergy perspective, we actually like the progress that we have made during the third quarter. It's quite a big step to $112 million of run rate. We're getting now close to 1/3 of the overall target. We have always said that is a 5-year trajectory to get to $350 million, more a focus in the first part on cross-sell. Most of what you see now reported as revenue synergies is coming from cross-sell. But we have these new products that are being launched, and those new products will help with the next phase of revenue synergy delivery. So we feel we're right on track. We're really on the right path to deliver on the $350 million. So we feel very good about it.
Operator:
Our next question comes from Seth Weber with Wells Fargo. Your line is open.
Seth Weber:
I just wanted to ask about the reacceleration in the sustainability and energy transition business. Last quarter, you talked about some uncertainty with the regulatory landscape and political climate, et cetera. I mean, can you just frame -- the numbers seem to be back on track here. Has anything really changed? Or is it just more adoption of new products or customers just getting more used to the new normal? Or maybe just any perspective on that?
Martina Cheung:
Seth, it's Martina. I can take that question. Yes, very pleased with the Q3 results. We saw about 55% growth in Trucost and about 37% in CI. But the growth was actually across all divisions. So we saw inflows into the core climate and sustainability indices, for example, in S&P Dow Jones and really strong demand for the Mobility energy transition products as well as the FPOs in Ratings. So really great progress and momentum across the board. Look, I think the key thing here and we've been saying this for quite some time, firstly, the long-term drivers and the needs in this business have not changed, notwithstanding some of the, call it, the minor slowdowns that we may have seen in the past year for various different reasons. Customers, corporations still need to look at operational risk in their supply chains. They still need to report against their net zero transition plans. If they're exposed in any way to Europe, they have to report against some pretty complicated regulations there, for example. We still have banks who are looking at finance emissions and looking to deploy capital into sustainability. And we have asset owners and asset managers who are obviously either looking for alpha or looking to allocate to the asset class. And so fundamentals haven't changed. We believe we have the best, most comprehensive and deep offerings in this area across all of our businesses. Commodity Insights is a leader in energy transition analytics and advisory, for example. But one of the other things that I would say is -- and this is just what's so exciting to me around sustainability with the merger, we are launching products now bringing together some of the most unique and fantastic IP across the division. So the real asset data that we have launched brings together data from Mobility, Commodity Insights, Market Intelligence and Sustainable1. And it's going to be a real powerhouse in that area going forward as we see more and more needs for much more specific emissions transition, biodiversity and nature data at the real asset level. So that's just one example. Super excited going forward and very pleased with Q3. Thanks for the question.
Operator:
Our next question comes from Owen Lau with Oppenheimer. Your line is open.
Owen Lau:
Could you please add more color on the strength in private market and also iLEVEL? Where is the demand coming from? I mean, did you take shares from your competitor or your product can automate a process and replace in wholesale?
Doug Peterson:
Owen, this is Doug. Let me take that. Let me start by taking a step back and talking about what we're seeing is this really interesting and very rapid transformation of the private markets. If you go back 25, 30 years ago, private markets was just private equity. It was LBOs. It's private equity. But over the last 25 years and it's accelerating the last 3 or 4 is many, many different asset classes, many different strategies on the asset side. And on the investor side, you also see a whole diversification of the types of investors that have gone into private markets and private credit, which started obviously with pension funds and insurance companies, endowments and add to that now private wealth individuals even. So you see a completely different need for data and analytics across those areas. And as an example, this -- a lot of this is brand-new volume. It's not necessarily you're taking market share from anybody. You're finding new applications to bring to the market to provide the information both to the GPs and the LPs, but also to now even investors at a different level, the private market investors and individual investors. So we see that the kinds of tools that we're bringing, for instance, the iLEVEL software, which you mentioned, this provides a data service. It provides transparency to the market. It gives you more frequent information about the portfolio than you might see from what was coming directly from the GPs themselves. We also have products which we believe are going to be applied in the future from our DVA area, which includes information about pricing. It brings a whole new level of transparency and timeliness to being able to provide pricing and information about the portfolios. We know that investors, especially from some of those sophisticated institutional investors, they want to look across their portfolios and have mark-to-market, look at concentrations. They want to look at limits. They want to manage their portfolios in a way that they need much more granular data in the area. So we think this is going to be one of our most interesting highest growth areas. And so you asked where it's coming from. It's new demand. It's new opportunities, and it's ways we can bring together multiple products in our portfolio to meet the needs and the solutions of both sides of the equation, the investors and the asset managers. Thanks for the question, Owen.
Operator:
Our next question comes from Russell Quelch with Redburn Atlantic. Your line is open.
Russell Quelch:
I wanted to focus on the Indices business, please. We've seen some interesting new product launches from you in the last quarter. And I'm wondering if you can give us some more detail on the pipe of new products in this area, mainly kind of what areas should we expect you to the focused growth? Are we thinking climate indices, derivatives, fixed income or where you've had some good product launches in the last quarter, but what more is there to come? I was also hoping you could explain how mix impacts revenue growth in this business, particularly in respect to asset class, please?
Doug Peterson:
Russell, let me start, and then I'll hand it over to Ewout to talk a little bit about the expenses and what we're seeing on the financial side. But right now, there's also a lot of changes going on in the asset management industry. I just talked about what's happening with the private market side. But at the same time, industries like traditional asset management, we see the shift from active to passive, and what that plays to is one of our strengths. And you asked about the type of products which are coming out. Our [one set] is related to sustainability. There's a whole type of new interest going on. And maybe a few years ago, that was more of ESG. Now it's tending more towards climate and energy transition. We see it with, for instance, our own across divisional index, which is related to battery metals. We also see a lot of interest in the climate -- Paris Accord climate transition indices. So there's a whole set of indices that we've been launching, in particular for European investors and with European asset managers related to climate. We also see a set of indices which are across or multi-asset class industries, which allows us to take advantage of what we have from S&P Global from our Index business, traditional S&P 500 and other equity indices. You bring that along with the credit and fixed income indices that came with IHS Markit, that's a whole new asset class for us is to be able to provide a multi-asset class with the credit aspect to it, credit volatility. There's another set of products which are related to exchange-traded derivatives. They're not direct indices, but there's a lot more interest in risk management and hedging and trading strategies. And with our core foundation and our relationships with CBOE and CME, we're able to develop a whole new set of ETDs. And we've seen strong growth in that area as well. So across the board, it's climate. It's multi-asset class. It's factors. It's a whole set of different types of indices on the fixed income side. And then it's also exchange-traded derivatives and new approaches to products, which we've already been developing there. But let me hand it over to Ewout to give a little bit more color on the numbers.
Ewout Steenbergen:
Russell, specifically your question about mix and mix shift, we are very pleased to see that the AUM fees are up again this quarter and that the AUM levels and the AUM fees are again correlated in the same direction. But a couple of more detailed comments I want to make there is first, as we have said many times, please keep in mind that if you look at AUM fees, there are also other categories going into the mix. It's not only ETFs. There's also mutual funds. There are insurance funds. There are OTC volumes, and all of them grew a little bit less than the average AUM levels of ETFs. So that is one part why you will see always a little bit of a discrepancy between AUM levels for ETFs and the fees. Secondly, the trends that we talked to you about last quarter of the mix shift is continuing. What we are seeing is that the market is a bit risk off that there is a move from more specialty ETFs to more flagship ETFs. Our flagship ETFs are taking in a lot of flows, very positive flows we had this quarter. But those funds are more lower level of basis point fees. We think this is a current market trend situation that will refer us again at some point in time when the market will be more risk on and there's more interest in the specialty ETFs. But this is a mix shift trend that we're still seeing continuing also in the third quarter.
Operator:
Our next question comes from Shlomo Rosenbaum with Stifel Nicolas. Your line is open.
Adam Parrington:
This is Adam Parrington for Shlomo. September issuance trends were strong. Do you see that as a start of an improving trend or more indicative of companies rushing to get financing ahead of further rate increases, given the sharp rate movements we saw in September?
Martina Cheung:
Yes. Thanks for the question. Yes, look, September was higher than we expected for sure. And we do believe that some of that was essentially pulled forward from Q4. Having said that, I think there's a number of additional factors here that are important to think about Q4 and onwards. And some of those are some that I had referenced earlier. Do we, for example -- will we see some issuers actually pull forward from '24 in Q4 of this year, something we're tracking. And as I mentioned earlier, we're also looking at the amend and extend activity in the bank loan space, which was very strong in Q3 as well as some of the refinancing in bank loans as well. So a lot of factors. The sort of net new factor there, of course, as well is the geopolitical overhang that we have to continue to watch. So overall, we take a prudent look for Q4 and the usual factors that we watch going into next year, we have a handle on all of those as well. One other point that I would just add, and this is something that I think is important since it's a good indicator longer term is the flow of funds into fixed income funds. Q3, for example, into high yield and leveraged loan funds was a net positive. So that's a good thing, good indicator. Through the first half of the year, we saw the inflows back into fixed income funds overall against the huge net outflow from last year. So these are things that we have to continue to watch go into Q4 and into next year. Thanks for the question.
Operator:
Our next question comes from Jeff Meuler with Baird. Your line is open.
Jeff Meuler:
There was a comment about an improving relative position in CLOs. Martina, how much of that was just about retaining capacity through -- in headcount through a challenging market versus what else are you doing? And are there any kind of like IHS synergy benefits? And then just quickly, Ewout, if you can address what drove the lower tax rate? And if there's any sort of like structural carryforward benefit from whatever is driving it beyond '23?
Martina Cheung:
Jeff, thanks so much for the question. Actually, we saw an improvement across a number of the sub-asset classes in structured finance overall. And we're just, frankly, very, very pleased. Certainly, a lot of this is related to additional investments in capacity. And what I have been saying and will continue to say it's not just about capacity. It's about the strength and the expertise and the talent. And that is really incredibly important in these asset classes. The overall asset class is also experiencing some growth in part driven by the private credit issuers. And we've made sure that we have been on the street talking to everybody we need to talk to, making sure that all of the issuers are aware of the talent and the capacity that we have and we continue to remain highly relevant in this space. I would say just very pleased with the execution from the team so far this year in this area.
Ewout Steenbergen:
And just to the second part of your question, our effective tax rate is lower in the quarter, primarily due to some new guidance came out during this quarter with respect to the way how to apply foreign tax credits would help impact our medium-term outlook with respect to the tax rate.
Operator:
We will now take our final question from Heather Balsky from Bank of America. Your may ask your question.
Heather Balsky:
I actually wanted to ask a question about the Commodity Insights business. And if you can just talk about the drivers that you expect to, I guess, help you maintain your current level of growth? And just help put in perspective how much commodity prices do or do not impact the growth in that business.
Doug Peterson:
Thanks, Heather. This is Doug. Well, first of all, when we look at this industry, it's being driven by incredible amount of transformation. We talked earlier in a different context about energy transition. And you take what are the traditional oil, gas commodity products, which we have a very strong position in both from price benchmarks as well as news research and analytics. And we announced that we have just launched this Platts Connect, which is a platform where we take the 2 services from what had been Platts and would have been ENR from IHS Markit and put them together in a single platform. That means that we can continue to serve all of the traditional markets in a way with a very high-quality platform with -- it's easy to use, it's easy to search on. We'll be enhancing it with AI tools over time. And so that's just the beginning of where we already see the traditional markets growing. And we're able to serve them better and faster in ways that are much more compelling all the time. And that into that, that there's a mix of new commodities, new energy sources. There's areas like the metals, which are used for energy transition, that we already have a position in that we're getting stronger all the time. And then you have the energy transition products related to things like carbon intensity, carbon markets, how we look at the transportation related to that, the infrastructure that's related to that. And then on top of that, there's an incredible amount of synergies across all of S&P Global with S1, for example, with new data sets, which are being added to the Marketplace and Market Intelligence, new data sets, which can be added to Cap IQ Pro. So we look at this as a business that is in the right place at a time when the markets need transparency. They need comparability. They need high-quality data, and they need it delivered in a way that's easy for them to use. And they can build it into their workflow. So we're really, really very pleased with our progress, and this is a business that we're going to continue to invest in. So thank you very much, Heather. And let me just give a couple of closing remarks. I want to, first of all, thank everyone for joining the call today and your excellent questions, as always. I'm really proud, as you can hear, about the progress we've made with the merger with IHS Markit and all of the integration that's taking place. And now we're able to talk more and more about the revenue side and the product launches. And you saw them this quarter with Platts Connect and into the insights, and there's a lot more to come. And this is combining the best across both businesses to create the new S&P Global. I also want to thank Martina for providing her perspective today, and thank you for joining us. And as always, I want to thank our people for a great quarter. Their excitement and passion continue to inspire me personally and want to thank all of them for what they do. So again, thank you for joining the call today, and have a great day. Thank you very much.
Operator:
That concludes this morning's call. A PDF version of the presenter slides is available for downloading from investor.spglobal.com. Replays of the entire call will be available in about 2 hours. The webcast with audio and slides will be maintained on S&P Global's website for one year. The audio-only telephone replay will be maintained for 1 month. On behalf of S&P Global, we thank you for participating and wish you a good day.
Operator:
Good morning, and welcome to S&P Global's Second Quarter 2023 Earnings Conference Call. I'd like to inform you that this call is being recorded for broadcast. All participants are in a listen-only mode. We will open the conference to questions-and-answers after the presentation, and instructions will follow at that time. To access the webcast and slides, go to investor.spglobal.com. [Operator Instructions] I would now like to introduce Mr. Mark Grant, Senior Vice President of Investor Relations for S&P Global. Sir, you may begin.
Mark Grant:
Good morning, and thank you for joining today’s S&P Global second quarter 2023 earnings call. Presenting on today’s call are Doug Peterson, President and Chief Executive Officer; and Ewout Steenbergen, Executive Vice President and Chief Financial Officer. For the Q&A portion of today’s call, we will also be joined by Edouard Tavernier, President of S&P Global Mobility. We issued a press release with our results earlier today. In addition, we have posted a supplemental slide deck with additional information on our results and guidance. If you need a copy of the release and financial schedules, or the supplemental deck, they can be downloaded at investor.spglobal.com. The matters discussed in today's conference call may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including projections, estimates and descriptions of future events. Any such statements are based on current expectations and current economic conditions and are subject to risks and uncertainties that may cause actual results to differ materially from results anticipated in these forward-looking statements. Additional information concerning these risks and uncertainties can be found in our Forms 10-K and 10-Q filed with the U.S. Securities and Exchange Commission. In today's earnings release and during the conference call, we're providing non-GAAP adjusted financial information. This information is provided to enable investors to make meaningful comparisons of the company's operating performance between periods and to view the company's business from the same perspective as management. The earnings release contains financial measures calculated in accordance with GAAP that corresponds to the non-GAAP measures we’re providing and the earnings release and the supplemental deck contain reconciliations of such GAAP and non-GAAP measures. I would also like to call your attention to a specific European regulation. Any investor who has or expects to obtain ownership of 5% or more of S&P Global should contact Investor Relations to better understand the potential impact of this legislation on the investor and the company. We're aware that we have some media representatives with us on the call. However, this call is intended for investors, and we would ask that questions from the media be directed to our media relations team whose contact information can be found in the release. At this time, I would like to turn the call over to Doug Peterson. Doug?
Douglas Peterson:
Thank you, Mark. As we look at this quarter's highlights, I want to remind you that the financial metrics we'll be discussing today refer to the non-GAAP adjusted metrics unless explicitly noted otherwise. We're pleased to report 7% revenue growth in the second quarter, excluding the impact of Engineering Solutions in all periods. We saw acceleration in revenue growth in Market Intelligence, Ratings and Indices, while growth remained in the high single digits for both Commodity Insights and Mobility. As you will recall, we took decisive action to protect margins beginning in the second quarter of last year and lapping those actions led to a modest contraction in adjusted operating margins year-over-year. Our continued focus on delivering profitable growth and prudently managing our capital allocation combined to drive double-digit growth in adjusted earnings per share this quarter. We expect positive revenue growth in all divisions for the remainder of year, as well as continued double-digit adjusted EPS growth. In addition to strong financial results, we remain focused on executing our long-term strategy with an emphasis on innovation. We continue to drive rapid advancement in our AI initiatives. We'll talk more about the guiding principles behind our AI strategy in a moment, but we already have a number of internal initiatives and pilot programs. Additionally, in May, we launched a conversational AI assistant called ChatIQ on Capital IQ Pro Labs for internal testing. We'll have more to say about ChatIQ as we get closer to a formal launch to external customers, but it's the first example of how Kensho will deploy LLM-based technology across S&P Global. We're also very excited about some of the developments in our conversations with the largest participants in the private markets. We have an active and incredibly productive dialogue with private equity and private credit customers. We're currently exploring many ways that we can work together to apply our expertise in ratings, analytics and pricing across the credit markets. We'll have more specifics to share here as well as this dialogue develops into commercial opportunities. We're seeing some early, but encouraging signs of stabilization in the macro environment, which leads to a modest improvement to the macro outlook, helping inform our financial guidance. Lastly, illustrating our commitment to disciplined stewardship of the business, we completed the divestiture of Engineering Solutions in the second quarter. We continue to align our goals and operations against the five strategic pillars we introduced at Investor Day. First, I want to provide an update on what we're seeing and hearing from our customers. We've mentioned over the last couple of quarters that we've seen some lengthening of the sales cycle, which we believe was driven by customer sensitivity around spending. Our cross-sell efforts are also creating larger contracts, which take longer to close. While sales cycles remain a bit longer than normal, we've started to see some stabilization and customer conversations have been very constructive. We continue to see high customer retention rates and contract expansions, evidenced by the 8% growth in subscription revenue across our five divisions. The value of our largest and most well-known products, those key brands and benchmarks that the markets rely on is being recognized by our customers in a challenging and sometimes confusing macro environment. Customers are also emphasizing many of the same strategic priorities that we are namely private markets, climate, energy transition and AI. This is evidenced in the 40% growth in energy transition revenue we saw in our Commodity Insights division in the second quarter. As customers navigate a market with higher interest rates, geopolitical uncertainty and rapidly evolving technology, we hear they trust S&P Global and they want to do more with us. We've worked hard to build that trust, and we're as confident as we've ever been in the long-term growth of the company. Related to Ratings, global billed issuance returned to positive growth, increasing 8% year-over-year in the second quarter. We began to see some signs of stabilizing interest rates among central banks. While we did see some likely event driven issuance in the second quarter ahead of the debt ceiling events in the United States, we're also seeing more economists, including our own, expecting only one or two more rate hikes from major central banks over the remainder of 2023. Overall, issuance saw a higher proportion of refinancing activity with issuers tracking market conditions closely. We expect those pockets of issuance to become more frequent as the market adjusts to the new normal of higher for longer. We're pleased with the strength we saw in corporate issuance with both high yield and investment grade issuance increasing notably year-over-year, though the high yield growth is coming off of a very low comparison. This strength is offset somewhat by a softer environment for bank loans and structured finance. Importantly, rating withdrawals, which are a measure of churn in ratings, are down this year. That illustrates the strength of the S&P brand and the increasing value of a rating in an uncertain credit environment. Next, I'd like to focus on our strategic priority to grow and innovate. The June release of updates and enhancements of Capital IQ Pro was one of the largest and most significant in years. We completely reinvented RatingsDirect on Capital IQ Pro and launched loan pricing and analytics as well. Customers have already shown an incredibly positive reaction to the enhancements on Capital IQ Pro. And these new features have contributed to key competitive displacements and enhanced our competitive positioning. In Commodity Insights, we also launched the first offering of base shipping rates incorporating alternative fuel pricing. This is significant as we expect the maritime sector's use of alternative fuels including liquid natural gas to grow significantly in the coming years. Our Sustainable1 team launched a new nature and biodiversity risk data set, assessing nature related impacts and dependencies across the company's operations. This assessment can be applied across the asset, company and portfolio level, which gives our corporate and investor customers a greater ability to quantify both dependency and impact on location specific ecosystems. As we introduced last quarter, our Vitality revenue metric consists revenue derived from our new or substantially enhanced products. We're pleased that in the second quarter, Vitality revenue held steady at 11% of total revenue. I'm both pleased and impressed that the top four contributors to our Vitality revenue in the quarter came from four different divisions, clearly demonstrating that our commitment to innovation and growth spans the entire organization. Turning now to a topic that I know is on everyone's mind, artificial intelligence. I wanted to provide some color on S&P Global's key advantages and the guiding principles that will govern our use and the implementation of AI, both internally and within our products. We're thrilled with the progress that our teams have made building, testing and implementing tools in various use cases across the organization. While Kensho gives us an incredible advantage in this arena, it isn't our only one. The datasets we have, large, proprietary and truly differentiated, create a remarkable advantage for S&P Global as well. Our trusted brands also allow us to have conversations with industry partners, technology infrastructure providers and customers with credibility. We, through our brands, are known and trusted, and we know that trust will play a huge role in the success of any AI based products that come to market in the coming years. As we more fully embrace the technological advances of our era, we need to make sure we do so with prudence and discipline. Particularly given the investment necessary to develop AI driven tools, we want to take each step with a keen focus on creating customer value rather than simply creating tools because the technology exists. We will allocate the necessary capital to these new projects based on our confidence in the strategic and financial impact on the company. While Kensho is deeply engaged in AI research within S&P Global, we want to make sure we aren't dogmatic in our approach. We'll leverage leading technology regardless of whether it was developed at Kensho, developed elsewhere within the divisions or come via a vendor or a partner. Lastly, we want to continue our practice of aggressively defending and protecting our intellectual property and data. We have safeguards and restrictions embedded in our contracts that ensure third parties and customers cannot independently monetize or build commercial products with our data without our consent and our economic participation. We're committed to transparency with our shareholders, and we'll provide regular updates on our new product launches as they take place. We'll move fast. And we'll also make the necessary investments in time and resources to ensure success. Shifting now to how we lead and inspire. During the second quarter, we further demonstrated our commitment to transparency and accountability through the publication of our Annual Sustainability Impact Report and TCFD Report. We also published for the first time our annual Diversity, Equity and Inclusion Report, highlighting our commitment to building a more diverse, equitable and inclusive company and world. We're honored that so many respected organizations have recognized the efforts that we have made to build a company that always pursues excellence. As you can see on this slide, we received recognition not just for our efforts in sustainability and equality, but also in our governance and board oversight and our civic contributions. I've never been more proud to be part of S&P Global. Of course, disciplined leadership means delivering on our ongoing operational and financial outcomes. We are pleased with the strong execution across all divisions this quarter. We saw positive revenue growth in all of our divisions in the second quarter, including accelerating revenue growth in Market Intelligence, Ratings and Indices. While our trailing 12-month margins have contracted 90 basis points year-over-year, we expect that trend to improve as we progress through this year and lap the issuance headwinds we saw through most of last year. With half of the year behind us, we still see many of the same macroeconomic factors impacting our business through the remainder of the year. While we no longer expect a technical recession globally, we do expect headwinds to persist from an economic slowdown, primarily in financial services end markets. We expect to continue to benefit from secular trends, though near term volatility can impact different parts of the business in different ways. While these market expectations are mostly unchanged from the first half, we wanted to reiterate our confidence in the multi-year financial targets we put out for divisions and for the consolidated company at Investor Day. As you know, our Ratings financial results and guidance are closely tied to billed issuance. And for 2023, we now expect issuance to be up approximately 4% to 8% for the full year, up one point from our prior expectation. Our latest Ratings research group forecast calls for a decline in global market issuance, though also slightly improved from last quarter. As a reminder, market issuance can differ materially from billed issuance with divergence this year driven by declines in unrated debt and sovereign international public finance, which don't impact billed issuance. We have completed our July 2023 global refinancing study. And you can see one of the reasons for our for our optimism Ratings business over the next several years. There is over $8 trillion of debt rated by S&P Global maturing through 2026 and nearly $13 trillion maturing through 2028. This, in addition to assumed improvements in the macro environment over the next few years, gives us great confidence in our ability to drive profitable multiyear growth in Ratings. And now, I'd like to turn the call over to Ewout Steenbergen, who is going to provide additional insights into our financial performance and outlook. Ewout?
Ewout Steenbergen:
Thank you, Doug. As a reminder, the financial metrics that we'll be discussing today refer to non-GAAP adjusted metrics unless explicitly noted otherwise. We're pleased with the financial performance of the business in second quarter. The clear indicator is that the secular tailwinds continue to drive growth across our largest products, though some minor headwinds impact smaller parts of the business. Adjusted earnings per share increased 11% year-over-year. This growth was driven by a combination of 4% revenue growth and a 6% reduction in fully diluted share count, partially offset by approximately 100 basis points of operating margin compression. Excluding the impact of Engineering Solutions in all periods, but including approximately $10 million from this year's tuck-in acquisitions, revenue growth would have been 7%. Revenue in the quarter was driven by growth across all remaining divisions, including Ratings, which saw a pickup in issuance activity the quarter. While the debt markets remain a challenging environment for issuers, this is the third quarter in a row of sequential improvement. As Doug mentioned, we also saw acceleration in revenue growth across Market Intelligence and Indices with continued impressive growth in Commodity Insights and Mobility. We will walk through the divisions in more detail a moment. Adjusted expenses were up 6% year-over-year, which we'll also discuss in more detail. Turning to our strategic growth initiatives. Sustainability and energy transition revenue increased 17% to $70 million in the quarter, driven by climate and physical risk products and CI's energy transition products. We continue to see a shift in customer appetite away from buying pure ESG scores and towards more purchases of raw data, which we believe will benefit S&P Global in the long run. We consistently hear from customers that our Trucost data set is higher quality than the data from many competitors. And the breadth of our offerings across the commodity markets and ESG Indices will contribute to strong growth for multiple years. That said, we are seeing some signs of adverse market sentiment, particularly from large financial institutions in the United States that are impacting our revenue growth in the short-term as others in the space have also called out. We believe these headwinds are temporary, while the growth drivers are secular. Even though sustainability and energy transition revenue currently represents only a low single digit percent of our total revenue, it is an important strategic driver of long-term growth. We will continue to make the necessary investments in people, data, product development and partnerships to drive long-term growth. Given the uncertainty around the regulatory landscape and the political climate, particularly in the U.S., we can no longer confidently reiterate the previous 2026 target of $800 million in sustainability and energy transition. We'll continue to report this metric on a quarterly basis. And we will assess the potential for long-term revenue contribution from these important products as the market continues to evolve. Private market solutions revenue increased 5% to $106 million, driven by strong growth in Market Intelligence products for private markets, offset by declines in Ratings private markets revenue. Vitality revenue, which is the revenue generated by innovation through new or enhanced products from across the organization, of $343 million in the second quarter, representing a 14% increase compared to prior year. Now turning to synergies. In the second quarter of 2023, we recognized $144 million of expense savings due to cost synergies. And our annualized run rate exiting the quarter was $574 million and we continue to expect our year-end run rate to be approximately $600 million. We continue to make progress on our revenue synergies as well with $17 million in synergies achieved in the second quarter and an annualized run rate of $68 million. Turning to expense growth. Total adjusted expenses increased 6% year-over-year as we are beginning to lap the proactive expense management actions taken last year. We saw a $23 million favorable impact from FX in the quarter, and the divestiture of Engineering Solutions was favorable by $50 million. We also generated incremental cost synergies that lowered expense growth by approximately $80 million relative to last year. As you will recall, we lowered accruals for incentive compensation in the second quarter of last year. This was done to reflect the headwinds we were facing, predominantly in our Ratings business. Incentive compensation resets each year, so we're seeing the natural increase in those expenses beginning this quarter. Incentive compensation and commissions were the largest single contributor to expense growth in the second quarter. The year-over-year impact of incentive compensation will be a similar driver of expense growth in the third quarter, though we expect expense growth to moderate meaningfully in the fourth quarter as the comparison becomes more favorable. The year-over-year impact of the reset of incentive compensation was a key driver of expense growth in each of our divisions, and we expect to see the same quarterly phasing in our division margin results in the third quarter and fourth quarter as well. Lastly, we continue to invest to drive long-term growth, and that was reflected this quarter. Core investment growth represents the investments we are making in strategic initiatives, people, cloud as well the incremental investments we are making to fund our AI development at Kensho and within the divisions. Most importantly, we continue to expect approximately 50 to 100 basis points of adjusted operating margin expansion for the full year. Now, let's turn to the division results. Market Intelligence revenue increased 6% driven by strong growth in data and advisory solutions and enterprise solutions. Desktop grew 4% in the second quarter driven by strong subscription growth as ACV growth outpaced revenue in the quarter, though this was offset by some modest softness in non-recurring sales. Renewal rates remained strong in the mid to high 90s. Data and advisory solutions and enterprise solutions both benefited from solid growth in subscription based offerings. Credit and risk solutions continues to see strong new sales for RatingsXpress and RatingsDirect products, as well as double-digit growth in credit analytics. Adjusted expenses increased 7% year-over-year due to the drivers previously discussed. Operating profit increased 4%, and the operating margin decreased 70 basis points to 32.3%. On a trailing 12-month basis, margins improved to 220 basis points. As we mentioned last quarter, we know the comparisons will get easier as we progress through the year. And we continue to expect improvements in those products within Enterprise Solutions that depend on capital markets activity. We also expect revenue synergies to begin positively impacting results in the back half of the year. Last quarter, we signaled that we may come in at the low end of our previous guidance range. We're not trying to signal deterioration since April, though we do see modestly elevated risk to the back half. Given the heightened uncertainty, particularly within sustainability and energy transition, we're taking the formal step at this point to modestly lower the guidance by 50 basis points on revenue and operating margin. Now turning to Ratings. In the second quarter, we saw a spike in issuance activity, particularly in May, which from a seasonality perspective is a very important month for debt markets. Revenue increased 7% year-over-year. This marks the third quarter in a row of sequential improvement in transaction revenue, and we saw investment grade and high yield activity pick up. Non-transaction revenue increased 4% primarily due to annual fees and growth in CRISIL, though non-transaction growth was tempered by continued declines in ICR revenue. Adjusted expenses increased 12%. This resulted in a 4% increase in operating profit and a 180 basis point decrease in operating margin to 57.7%. On a trailing 12-month basis, margins are still impacted by last year's revenue declines. We raised our billed issuance assumption for 2023 and expect issuance to increase in the range of 4% to 8%, reflecting the stronger issuance trends in the first half. Our outlook for transaction revenue for the full year has improved somewhat, though some of this is offset by non-transaction revenue due to greater weakness in ICR than we initially anticipated. The net result is a one point increase in our Ratings revenue guidance range and we now expect Ratings revenue growth of 5% to 7%. While we expect expense growth to moderate as progress through the year, we are reiterating our margin guidance. And now turning to Commodity Insights. Revenue growth increased 8% driven by double-digit growth in both price assessments and energy and resources data and insights. Growth was tempered somewhat by declines in the upstream business. Upstream data and insights declined approximately 2% year-over-year. While subscription ACV growth is positive, we have deprioritized one-time sales in upstream as we focus on higher quality recurring revenue products. As such, we are lowering our expectations modestly for upstream for the full year and now expect that business line to be flat to down slightly for the full year compared to our previous expectation for low single digit growth. Price assessments and energy and resources data and insights grew 12% and 11%, respectively compared to prior year driven by strong performance in crude oil and fuels and refining products and strong commercial momentum in subscription products across both business lines. Advisory and transaction revenue also grew 12% driven by strength in global trading services and strong performance in conference revenue in the quarter. Adjusted expenses increased 5%. Operating profit for CI increased 12%, and operating margin improved 160 basis points to 45.6%. Trailing 12-month margins have improved 220 basis points. We see stronger trends for our benchmarks, data and insights, and we enjoy a position of trust in the commodity markets. We continue to expect strong subscription growth through the second half, and there is no change to our outlook for revenue or margins. In our Mobility division, revenue increased 10% year-over-year driven by continued new business growth in CARFAX, the contribution from Market Scan within the Dealer segment and strong underwriting volumes in the financials and other business lines. Dealer revenue increased 12% year-over-year driven by the continued benefit of price increases within the last year and new store growth, particularly in CARFAX for life and used car subscription products. Manufacturing grew 5% year-over-year driven by elevated recall activity and continued strength in marketing solutions. Financials and other increased 9% as the business line continues to see healthy underwriting volumes and a favorable pricing environment similar to last quarter. Adjusted expenses increased 13% due primarily to the drivers I discussed previously, but also due to the inorganic contribution to expenses from the Market Scan acquisition. This resulted in a 5% increase in adjusted operating profit and 160 basis points of operating margin contraction year-over-year. Trailing 12-month margins have contracted 60 basis points. As we noted last quarter, we expect the Market Scan acquisition to contribute approximately 150 basis points of revenue growth in the full year, though we expect it to be modestly dilutive to adjusted margins in 2023. And our guidance for Mobility for the full year is unchanged. Turning to S&P Dow Jones Indices. Revenue increased 3%, primarily due to strong growth in exchange rated derivatives volume and data subscriptions, partially offset by a modest decline in asset-linked fees. Asset-linked fees were down 1% year-over-year primarily driven by mix shift into lower priced index ETF products, partially offset by market depreciation and modest year-over-year net inflows. Importantly, this decline was due to mix shift, not due to price concessions or renegotiated contracts. Exchange rated derivatives revenue increased 17% on increased trading volumes across all key contracts. Data and custom subscriptions increased 3% year-over-year driven by continued strength in end-of-day contract growth. During the quarter, expenses increased 15% year-over-year due to reasons previously discussed. Operating profit in Indices decreased 2%, and the operating margin decreased 330 basis points from last year's high watermark to 68.6%. Trailing 12-month margins have contracted 30 basis points. As reflected in today's results, we've seen market depreciation, the mix of AUM is playing an increasingly important role in asset-linked fees revenue. And net inflows remain somewhat unpredictable in the near term. All of this is reflected in our new higher guidance range. As we mentioned last quarter, our continued investments to drive long-term growth as well as the timing of expense recognition will impact the quarterly phasing of our margins. We expect relatively high expense growth in Indices in the third quarter as well before expense growth moderates in the fourth quarter. This will ultimately allow us to deliver margins within the new higher guidance range of 67.5% to 68.5%. Now, let's move to the latest views from our economists who are forecasting global GDP growth of 2.9% in 2023. We're no longer calling for a global recession, though we do expect lower-than-normal economic activity through the remainder of year. We continue to expect inflation above the target rates of central banks and energy prices like crude oil to remain above historical averages as well. As we consider how all of this will ultimately impact our financial performance in 2023, let's turn to our guidance. This slide represents our GAAP guidance for headline metrics. Adjusted guidance for the company reflects the results through the first half as well as our most recent views on the macroeconomic environment and market conditions. Our full year guidance is largely unchanged on a consolidated basis as outperformance in Ratings and Indices is offset by slightly lower expectations for Market Intelligence as we've begun to signal last quarter. We have provided the granular guidance on corporate unallocated expense, deal related amortization, interest expense and tax rate in the supplemental deck posted to our IR site. The final slides in this deck illustrate our revenue and margin guidance by division, reflecting the drivers that I mentioned previously. In conclusion, we're pleased with the results from the second quarter, particularly with the return to strong double-digit growth in both Ratings transaction revenue and our adjusted diluted EPS. With multiple variables at play in the markets, we're encouraged by the fact that the tailwinds tend to impact the largest parts of our business, while the headwinds are impacting relatively small contributors to our financial results. It takes tremendous effort from many talented people to deliver results like these. And I would like to thank my colleagues around the world for their relentless drive to power global markets. We're looking forward to delivering a strong second half of the year. And with that, I would like to invite Edouard Tavernier, President of S&P Global Mobility, to join us. And I will turn the call back over to Mark for your questions.
A - Mark Grant:
Thank you, Ewout. [Operator Instructions] Operator, we will now take our first question.
Operator:
Thank you. Our first question comes from Ashish Sabadra with RBC Capital Markets. Your line is open.
Ashish Sabadra:
Thanks for taking my question. In the prepared remarks, there was a reference to lengthening of the sales cycle. I was wondering if you could provide any incremental color where you were explicitly you're seeing it, in which particular division or it's been across the board. Thanks.
Douglas Peterson:
Ashish, this is Doug. Can you please repeat the question? You talked about sales cycle for all divisions or for a specific product? I'm sorry, I didn't pick up your question.
Ashish Sabadra:
Sorry about that, Doug. Yeah. I was just wondering if you could provide more color on where you're seeing that lengthening of the sales cycle. Has it been focused on a particular division, or has that been across the board? Thanks.
Douglas Peterson:
Got it. Thank you. Well, first of all, we've seen that in the last quarter and going forward that people are thinking very cautiously about expense management, especially in the financial services sector. This is an area where people have been looking at how they're going to be managing their own expenses. They're looking at the environment, which we described as quite difficult, given the inflation, given the interest rate environment. There's not a lot of deal flow. So, this is where we're mainly seeing slowdown in some of the sales cycle, although this stabilized in the second quarter. It actually -- we started seeing in the fourth quarter and first quarter of this year and now we're seeing it in the second quarter, but it did stabilize. As you recall, we also have some cases where it's taking us longer to renegotiate with our customers because we're bringing them more value. We're bringing together multiple products. So, sometimes consolidating products and consolidating contracts takes a little bit more. But let me hand it over to Edouard since he's on the call as well tell us a little bit about what he's seeing in the Mobility sector in the same sense.
Edouard Tavernier:
Thank you, Doug. And hi, Ashish. So, in the Mobility sector, we're seeing trends similar to what Doug has described. In the sense that in the first couple of quarters of the year, we did see a slight softening of retention rates and a slight lengthening of sales cycle. And what that pertains to is the normalization of the sector after a couple of years of really, really elevated kind of retention rates. So, at this point, we feel the situation has normalized. They stabilized. Our retention rates remain very, very strong by historical standards, slightly less elevated than the past couple of years and business -- kind of new business momentum is now stabilized. Thank you.
Douglas Peterson:
Thanks Ashish.
Operator:
Thank you. Our next question comes from Heather Balsky, Bank of America. Your line is open.
Heather Balsky:
Hi. Thank you for taking my question. I was curious, on the call you talked about the near-term challenges in climate and sustainability, and some of the pressure you're seeing. And you talked about -- essentially, you pulled your long-term target. But also earlier in the call, you reiterated your view on mid-term growth for your businesses. I am curious given the pressure you're seeing in the sustainability area, kind of what do you see offsetting that, that gives you confidence in your targets.
Ewout Steenbergen:
Good morning, Heather. This is Ewout. Welcome first of all, to the call. So, just to be very clear about sustainability and energy transition. We're not backing away from the $800 million target. We are currently backing away from the timing around that, because we're not 100% certain anymore that we can hit that by 2026. Why? Because we are still continuing to see very positive trends with respect to the longer term secular trends around ESG. We think that all of those -- underlying drivers are still there. But in the short-term, we are impacted by some uncertainties, uncertainties about the regulatory landscape, the political climate, mostly in U.S. We're seeing some on the buy side firms reconsidering what they want to do around sustainability. But we see continued actually pocket of strength in our business. Think about our climate activities, think about ESG raw data, energy transition, all of these products continue to grow very well. I also would like to point out that we expect a reacceleration of our sustainability and energy transition revenues growth in the second half of this year. So, growth will come back in the second half of this year. And we're still very positive and optimistic about the outlook for the medium and long-term.
Douglas Peterson:
Thanks Heather.
Operator:
Thank you. Our next question comes from Seth Weber with Wells Fargo Securities. Your line is open.
Seth Weber:
Hi. Good morning. Thanks for taking the question. I wanted to ask about the Ratings, the operating margin in the Ratings business, which came down with revenue going up. I know you addressed some of the kind of short-term expense headwinds there. But can you just talk a little bit more about your confidence for margins to get -- to ramp higher through the back half of the year in Ratings business specifically? Thank you.
Ewout Steenbergen:
Yeah. Good morning, Seth. First of all, I think this is exactly in line with our expectations, the margin development in Ratings. And let me explain why that's the case. The same what we said for the company as a whole, we are seeing now also this quarter for Ratings with respect to the expense reset of incentive compensation compared to last year. Last year, in the second quarter, we saw a large change in the accrual for incentive compensation across the board, but also in Ratings, both for the short-term and the long-term incentive compensation accruals. And we are resetting that for this year based on the strong performance of the company and the strong performance of the Ratings business as well. So, we are overall very positive about the medium and long-term perspective and outlook. If you look at where we are from a trailing 12-month perspective for margin for Ratings, we're at 55.2. We're guiding this year to 56 to 57. And then as you know, we have our IR targets for 2025 and 2026, 58 to 60. So, you will continue to see strong margin improvement of Ratings over the next few periods.
Douglas Peterson:
Thanks Seth, and welcome.
Operator:
Thank you. Our next question comes from Manav Patnaik with Barclays. Your line is open.
Manav Patnaik:
Hi. Good morning. I just want to focus on the Market Intelligence revenue. I guess, you lowered by 50 basis points. Did I hear you right by saying most of that was because of the -- I guess, the sustainability trends you talked about? And I was just curious like, Doug, you mentioned the weakness mainly in financial services end market. I'm guessing that's most exposed here in Market Intelligence. In spite of all the vendor consolidation and those kinds of things that pick up in this period, are there any, I guess, trends, or what's your strategy to be a winner in that area?
Ewout Steenbergen:
Good morning, Manav. You're absolutely right. Where we are with the business at this moment is exactly the same place where we thought the business would be when we had our last call in April. The business is performing in line with expectations. And the only reason why we are making the change with respect to the guidance range has to do with the short-term uncertainty around sustainability and energy transition. So, to give you a little bit more color around it. If you look at some of the key drivers of Market Intelligence, ACV growth is good. Closing rates are good. Retention rates are good. User growth is good. We see a lot of new product launches bringing to the -- being brought market by Market Intelligence. So, overall, we believe the business is in a very good shape. At the end of the day, we are very excited about the potential of Market Intelligence, particularly combining the two companies together in that segment and the potential it will have with respect to commercial growth, and we fully expect to hit our Investor Day targets for Market Intelligence.
Douglas Peterson:
Thanks Manav.
Operator:
Thank you. Our next question comes from Toni Kaplan with Morgan Stanley. Your line is open.
Toni Kaplan:
Thanks so much. Wanted to go back to the sustainability revenue streams. You mentioned seeing the shift from scores to data. I wanted to understand better if that has pricing implications. And also, is it harder to build a moat when it's the data not either ratings or scores that are being demanded by customers? And then maybe I know Trucost is very high quality. Maybe you could talk about how it’s proprietary and other data brands within ESG where you have an advantage. Thanks.
Douglas Peterson:
Thank you, Toni. Let me just take a step back one second and talk about what we're hearing in the market. I've been traveling this year. And I've been in every continent -- I've been except for Africa and Australia. But I've been around the world. I've been traveling a lot. And in every single conversation I have, we talk about sustainability, climate, ESG, energy transition. This is on everyone's mind. And depending on where you are in the world, it's either moving faster, maybe a little bit slower in the U.S. than it had been before. But there's also a shift going on in the way that regulators and investors think about their accountability to deliver their own views on climate change and on energy transition. The investors and regulators no longer want whoever is managing their money or who they're regulating to just make a decision based blindly on a score. They want them to have their own opinion based on their own analysis and building models from the bottom up. So, when you think about that shift taking place in the market, you then -- we bring the kind of data which has time series on it. We've had information that goes back 15, 20, 30 years. Trucost last quarter grew 38%. Our climate service, which is something that people are using for modeling climate change and physical risk, that grew 78%. So, we're seeing that some of these -- I call them, proprietary data or modeling services that we have are really in high growth and high demand. As you know, we also built a climate credit analytics model with Oliver Wyman. That grew over 50% in the second quarter. And so, we see across the globe that people are starting to make decisions themselves and they can no longer rely on just one single data input. They need to have the data. So, I think that we have a great head start by having bought Trucost seven years ago. We had the S&P Dow Jones Sustainability products, which started over 20 years ago. And let me hand it over to Edouard, who can give a little bit of color also for the automotive and mobility sector.
Edouard Tavernier:
Hi, Toni. A couple of good examples actually of what Doug was talking about in Mobility, and opportunities we're able to unlock now as part of S&P Global in partnership with S1. As Doug mentioned, Climanomics, we launched in June e-version [ph] of Climanomics, which assesses physical risk for the automotive sector, where we were able to feed all our supply chain data on the automotive sector within Climanomics platform. That's one example. The bigger one, actually, is we are now building a carbon accounting data set for the Mobility sector. And as you know, in automotive, the key question mark is Scope 3 emissions pertaining to vehicles on the road and the upstream supply chain of the battery. In this space, we have a unique opportunity with our proprietary data to become the sort of record of carbon accounting data for the automotive industry. So, a couple of examples here about how raw data itself combined with our S1 expertise can really create some unique and defensible products.
Douglas Peterson:
Thanks Toni.
Operator:
Thank you. Our next question comes from George Tong with Goldman Sachs. Your line is open.
George Tong:
Hi. Thanks. Good morning. You maintained your outlook for Commodity Insights revenue growth for the full year. Can you talk about the sensitivity of Commodity Insights revenue to a pullback in oil prices? What are the puts and takes in the various parts of the business?
Douglas Peterson:
Thanks George. Well, as we've talked about over many years, the sensitivity to the price of oil in the Commodity Insights business is actually not very important to get to really low oil prices, like below the 60s into the 50s and 40s. And similarly, the same thing happens. It needs to get well over $100 before it starts creating sensitivity to the market or the industry. What we're actually seeing is a lot of interest and a lot of growth outside of what would be oil and gas. As you know, we have a large sustainability set of products and climate change products, energy transition within Commodity Insights. We also see a lot of interest and lot of growth in what we've done in terms of combining the product sets from the old Platts business with the E&R from IHS Markit. This is where you're taking prices and benchmarks and adding in forecasting research and analytics. So, we see a lot of interest in what we're doing. Our customers are asking for more. And we're layering on top of that artificial intelligence tools, tools, analytical better vision, better charting capabilities, ability to use our platforms more simply. We've taken multiple products and combined them into one or two solutions. So, across the board, we're seeing that our clients need more. They need to understand more about what's happening in the energy market. So, the sensitivity to the price of oil really doesn't kick-in until the oil price drops a lot or gets really, really expensive. Thanks George.
Operator:
Thank you. Our next question comes from Faiza Alwy with Deutsche Bank. Your line is open.
Faiza Alwy:
Yes. Hi. Good morning. Thank you. I wanted to ask about the Index business and a couple of questions there. First, I wanted to get sense of what you're assuming in terms of your AUM and how you're thinking about ETD revenues in the back half of the year. I think you had previously talked about a pretty significant decline. So, curious if that's still the case. And then just last question around that is, you talked about a mix impact on the fees associated with the AUM related revenues. Give us a bit more perspective on what's going there. Thank you.
Ewout Steenbergen:
Absolutely, Faiza. And let me combine all three of your questions in one answer. So, first of all, the business is seeing very healthy flows. We have seen very strong U.S. equity flows at $53 billion. We have also seen very solid fixed income flows for the quarter. That was at $6.5 billion. So, we think the business is seeing really the positive impact from overall positive sentiments around the markets we have seen over the last couple of weeks and months. So, that's first. Then with respect to the outlook for the remainder of the year in terms of our assumptions, we have assumed no further market depreciation from the June 30 level onwards. And we have also -- looking at the ETD volumes, we have assumed that volumes for ETDs remain at a positive place, but coming down slightly from where we were in the first half of this year. I also would like to point out that if you look at where we ended the quarter from an overall AUM perspective, we're about 19% up compared to the point where we were at the end of the second quarter of last year. So, certainly, the starting point for the second half of this year is very strong. If you look at mix, yeah, there is always going to be some kind of a mix in flows to certain products versus other products. We have seen that in the past as well. That will normally normalize over time. So, we think this is more short-term noise due to that flow seasonality. But from a medium and long-term perspective, we believe that there is still a correlation between AUM levels as a key driver of overall AUM fees growth for the business. So, in other words, if you combine all of these trends together, we're very happy that we could raise the guidance for the Index business for the second time in a row and we're very optimistic about the outlook for the remaining of the year for the Index business.
Douglas Peterson:
Thanks Faiza.
Operator:
Thank you. Our next question comes from Alex Kramm with UBS. Your line is open.
Alex Kramm:
Yes. Hi. Good morning, everyone. Just wanted to come back to the Market Intelligence guidance. I think you made this comment, and hopefully, I'm not misquoting here that you're lowering the guide officially, but not trying to signal anything. I'm not sure what that really means. So, maybe you can flesh it out a little bit. You talked to the low end last quarter, 6.5. Now, you're lowering the range, but you're still leaving it very wide. So, theoretically, the mid-point is actually higher than what you said before. So, maybe just help us kind of like say what has changed, if anything, and then maybe just flesh out the margin of the guide as well. Thanks.
Ewout Steenbergen:
Happy to clarify that, Alex. So, what I've said before is we think the business in all the aspects is performing in line with expectations what we had a quarter ago. So, we don't see any deterioration in any of the underlying business lines within Market Intelligence. And it is actually exactly where we thought it would be at this point in time and also with respect to the book of business, the ACV growth, retention levels, sales cycles and so on, we see exactly what we would expect to see at this moment. But as we have highlighted during the call, there is uncertainty about sustainability and energy transition, particularly ESG scores is a part of the revenue stream for the Market Intelligence business. And we are a bit prudent here deliberately in order to change the guidance here. We're not pointing to any point in this guidance range. We're just lowering the guidance at this point in time. But as we have said, we are actually really positive and optimistic about the outlook of Market Intelligence. We see a lot of positive trends underneath the business and I've mentioned those before. But let me just give another couple of examples of that. The combination of the capabilities is working. So, we're seeing a lot of new products that is in development with respect to combining Market Intelligence and financial services of IHS Markit. We see increased value realization with customers and actually a slight pickup in pricing in the business. We should also benefit from trends of consolidation of data vendors and we are one of the beneficiaries of that. So, many positive things that are positive trends for Market Intelligence. We're just really prudent, and that's the main reason around the sustainability revenues in the near-term.
Douglas Peterson:
Thanks Alex.
Operator:
Thank you. Our next question comes from Jeff Silber, BMO Capital Markets. Your line is open.
Jeff Silber:
Thanks so much. I'm sorry to keep honing in on Market Intelligence, but I wanted to focus on margins. I know you slightly lowered the adjusted operating margin guidance, but it still implies a pretty steep ramp in the second half of the year. Are there any timing issues, or cost cuts that are impacting this? And if not, how do you expect to see that margin acceleration in the back half?
Ewout Steenbergen:
Yes. Thank you so much for that question. You're absolutely right that we see quite some seasonality in margins in Market Intelligence, but by the way, also in several of our other segments during this year. And that has to do with the reason that I mentioned before around incentive compensation where we saw a large pullback in incentive compensation in the second and third quarter of last year. So, that is what we are going to lap this year. But then in the end, in the fourth quarter, we have much easier comps. And just to give you a data point for the company as a whole, that would mean that we are expecting from an expense perspective that expenses for the company as a whole for this year will still end up in low single digit growth territory for the company as a whole. So, you would expect there for that reason that the fourth quarter margins are going to be really strong. And the expense growth in the fourth quarter is going to be really low in order to achieve those outcomes. So, also, let me give you another data point in terms of margin expansion for the company as a whole. We still expect 60 to 160 basis points margin expansion for the company as a whole. And for Market Intelligence, you're also looking at quite a significant increase in margins over the next two quarters from a trailing 12-month level now of 32.4 to a range of 33.5 to 34.5 for the whole year of 2023. So, yeah, third quarter, still a little bit depressed by the expense seasonality, but fourth quarter very strong margins and expenses really low. That's the overall trend that you should expect for Market Intelligence and the other divisions.
Douglas Peterson:
Thank you, Jeff.
Operator:
Thank you. Our next question comes from Andrew Nicholas with William Blair. Your line is open.
Unidentified Analyst:
Hi. Good morning. This is Tom [indiscernible] for Andrew Nicholas. I wanted to ask a question around AI, and I was curious about what your strategy is for allocating potential resources to assist in developing AI capabilities across the segments. Given S&P's extensive portfolio, it seems like resources could be stretched in there. So, I was wondering if you guys take more like a holistic approach where there is universal capability across the segments developing AI, or if there are specific segments where you are focusing AI development. Thank you.
Douglas Peterson:
Andrew, let me start, and then I'm going to hand it over to Ewout. I want to go back to a period six and seven years ago when we first made our investment in Kensho and around the -- and we started thinking about what the future was going to look like. And we actually see that future playing right now. We felt that in five years from then, which is now -- and 10 years from then, which is five years from now, that people like us would be making decisions assisted by artificial intelligence and machine learning tools. And in the last year or so, it's become apparent that there's another leg to that stool. It's not just artificial intelligence and machine learning. It's also generative AI. We've been embracing that across the company. Kensho has developed an expertise in different types of generative AI models. They are a go-to source in the company for learning about what we can do and what are the different models we could be applying. As you saw in our prepared remarks, we have a governance approach around AI, which is to ensure that we're always thinking about our customers. We have a hybrid methodology of philosophy about using multiple types of models and sources whether that's internally driven from Kensho or the divisions or externally from open sources from partnerships. When you look at the needs for developing AI solutions, you end up actually having to stack multiple models on top of each other. And you require really careful management of your data, so that you can protect it as well as ensure that it will be then used and displayed in the right way. And then the third part of our governance is to ensure that we're all protecting our data. This is one of the first things we did when we started seeing generative AI models. We took a step back to make sure that we could protect our data and our IP. But let me hand it over to Ewout and then over to Edouard talk a little bit more about some of the things we're seeing in the company.
Ewout Steenbergen:
Tom, one of the things that I'm really excited about is that on the one hand, we have Kensho, which is a relatively small group, but really an innovation accelerator within the company. And then we have all of our colleagues around the world, because we have so many data scientists, technology engineers, data experts, experts in a lot of specific areas and fields around the company. And you have to bring all of those together in order to get the acceleration with the opportunities that generative AI and large language models are bringing for us as a company. So, Kensho is focusing on a couple of areas that will have the biggest impact for the company as a whole. This could be use cases that we are developing. But also think about collecting the data and structuring the data in token sets that are the best readable for large language models. And that's actually, from a technical perspective, a really important challenge. But the good thing is Kensho has been doing that kind of work already for the last five years. We have experience we're working with AI for the last five years. We know how to prioritize this for the last five years. We know how to track the economic benefits and we have been doing that for the last five years. So, we have a lot of experience around dealing with this, and we're not trying to invent this for the first time at this moment. But then on the other hand, we also have the crowdsourcing. So, we have a lot of colleagues that are contributing to these kind of initiatives to collect data for large language models and many other initiatives we are experimenting across the board. So, let me hand it over to Edouard, because there's also a lot of great experimentation and development going on in Mobility.
Edouard Tavernier:
Thank you, Ewout. Thank you, Doug. And just to add to what you said, I want to bring up one example of how we're thinking about innovating at scale with a new technology like generative AI. And as Doug said, our experience in earlier forms of AI and our cloud investment over the past two years, I think, puts us in good stead to harness this new technology, but I think we have to recognize there's a step change here. And so, as we think about how do we enable our organization, one of the big strengths of our strategy is to upskill people and make sure we familiarize them with this technology. Earlier in July, within Mobility, we actually launched internal solution called autopilot, which is all about bringing the tool to hundreds of our colleagues within the Mobility division. And we've already seen dozens of use cases developed over the past two or three weeks and we learn every day from this particular solution. We learn not just about large language models, but we learn about data curation, we learn about what kind of UI do we need to develop, what kind of business governance do we need around it. And that's a great example of one of the ways in which as an organization, we're learning and we're harnessing this new technology. Thank you.
Operator:
Thank you. Our next question comes from Craig Huber with Huber Research Partners. Your line is open.
Craig Huber:
Good morning. Thank you. I'd like to hear more about your outlook for Ratings for the for the debt issuance year, please, if you can just kind of go into investment grade, high yield bank loans. And I particularly like to hear about if you're overly concerned of what's going on in the commercial real estate market, not so much what the impact is on the CMBS market. But if things continue to get worse there, do you think there could be some negative domino effects in the whole banking sector, financial sector out there. Thank you.
Douglas Peterson:
Okay. Thanks Craig. Let me give you some color just on the issuance market generally and then dig into a couple of questions you asked. Overall, as you know, in the last quarter, the issuance was strong. It was up 8% billed issuance, including bank loans. Our bank loans is actually quite weak during the quarter. But the -- we saw, on the other hand, a lot of volatility and a lot of lumpiness in that issuance. There were some characteristics of markets like corporates in the U.S. was up 80%. Overall investment grade globally was up was up 20%. It in the U.S. Overall, it was up 19%, et cetera. And then overall, high yield was up 90% during the quarter. But on the other hand, structured credit CLOs were down 46% in Europe, 42% in the U.S. So, there's a lot of lumpiness in markets, and that has to do with uncertainty as to ratings, what's happening with interest rates, what's happening with inflation, yield, et cetera, spread. So, there's a lot of market instability still out there. We saw yesterday the U.S. fed raised interest rates by 25 basis points. This morning, the ECB raised interest rates by 25 basis points. So, the markets are looking for some stability of rates and spreads growth rates, et cetera. Now with that backdrop, let me give you what are a couple of the forecast that we have for the rest of the year. We've increased our range for billed issuance for the rest of the year from a range of 4% to 8%. The previous was 3% to 7% at the last quarter, and the quarter before that is actually 2% to 6%. So, we've seen it improving throughout the year, what we expect for the rest of the year. And if you look at the -- what we're expecting for the rest of the year, if you look at 4% to 8% and with the guidance range we just gave, it means that we're going to be growing in kind of the mid double-digit range for the rest of the year in billed issuance. A couple of the different areas I can share with you. As you know, our Ratings research team produces forecasts and summaries of what they're going to see going forward. We use that as one of the inputs for billed issuance. It's a different methodology than the billed issuance, but I want to give you that information anyway. We see the corporates growing at about 13% for the rest of the year with a range between 5% and 20%. Financial services flat for the rest of the year, with a range that could be down as much as 5%, up 4%. Structured finance down about 13% for the year, with a range of down 18% to down 8%. And then U.S. public finance could be down about 5%, with a range down 10% or up 2%. So, these are the factors that we're using. We are expecting that once we see these factors I mentioned like inflation, interest rates, spreads, et cetera, as that starts to improve, we think we'll see a better outcome. One last thing I want to mention is M&A. M&A has been incredibly weak. This last quarter, second quarter, it was one of the weakest levels we've seen. It was as low as the second quarter of 2020 when we saw the beginning of the pandemic when everything came to a halt. I've been speaking with a lot of banks to understand what their outlook is for M&A, because that's a big driver of levered loans of the lending market, of the high yield market, et cetera. We're seeing from the bankers that we're speaking with that they're expecting that at the end of this year and into the first quarter of next year, they're expecting that M&A will pick up again as the market conditions improve. They've told me that there's a pretty large backlog and big pipeline waiting to -- for people to start doing deals, but it's not happening as long as there's still some uncertainty in the markets. So, thanks Craig. Thanks for the question.
Operator:
Thank you. Our next question comes from Andrew Steinerman with JPMorgan. Your line is open.
Alexander Hess:
Yes. Hi. This is Alex Hess on for Andrew Steinerman. Just wanted to ask about the adjusted expense maybe sort of cadence for the year. You guys spoke to incentive comp being elevated year-on-year in 2Q. Maybe what does that look like for the back half of the year? And then also, if you could maybe more qualitatively flesh out what went into core investment growth and overall compensation expense, that would be very helpful. Thanks all.
Ewout Steenbergen:
Thanks Alex. Just generally, I would like to say expenses are under control. They are in line with expectations. And we expect the overall expense growth for the full year to be relatively modest. So, let me give you a little bit more color around this. So, the key driver of the expense growth this quarter was a swing in the incentive compensation that we already discussed. As I mentioned, also expect that to create elevated expenses in the third quarter, and then we will see it significantly coming down in the fourth quarter. We still expect to hit our margin targets for this year. And as I said before, I think it's also may be good to point that overall we're looking at expenses in absolute dollars that are on a declining trend. So, we have now seen two quarters in a row that in absolute dollars, our expense is coming down. And actually, the third quarter, we expect sequentially further that our expenses will be down relative to the second quarter. So, very much in line with expectations. Your question about what is going into the growth bucket? It's a couple of areas that go in the growth bucket. The first is our strategic investment spend. So that is the $150 million budget that we have for this year to invest in some of our key initiatives to drive future growth. The second is the additional spend with respect to cloud and also the additional usage of GPUs for our gen AI developments that we are buying for our cloud providers. And then the third, that is the BAU growth. So, these are costs related to BAU growth. Think, for example, about additional data that we have to purchase for product development within our divisions. So, those elements go into the growth bucket. But overall, we don't see that really as an expense. We see that as an investment in the future and future growth for our businesses.
Operator:
Thank you. Our next question comes from Owen Lau with Oppenheimer. Your line is open.
Owen Lau:
Hey, good morning. Thank you for taking my question. So, I have a quick follow-up to your AI strategy. One of the competitors has partnered with Microsoft. Could you please talk about the plus and minus of using an in-house AI compared to outsourcing it to a large tech firm? Why in-house AI, such as Kensho or the hybrid approach fits into S&P overall strategy? Thank you.
DouglasPeterson:
Yeah. Thank you, Owen. And this is something we thought a lot about. And as I started my last comment a few minutes ago, we've been thinking about the AI strategy for over seven years. This isn't something that we're just jumping into right now. We've had a lot of experience of how we can use AI, not only as a productivity tool, but also as a tool to drive growth and new product ideas. We've also been developing our datasets. And as you recall, at the same time when we acquired Kensho, we also came up with the Marketplace. And the Marketplace now has over 225 tiles, which have information and data, which not only can markets use in new ways, we can also use that. So, we've been on an approach to cleaning up our data, making it usable. And we feel that the need for -- as I used the word before, stacking different capabilities and solutions as models, is going to be the way that you can deliver the most valuable insights and solutions to our customers. As an example, you might need to take your data and turn it from being raw data into something that can be used by a model to learn or to be used in order to develop a new application. That data might -- the application might then need a different application on top of it, so that the customer can use it. So, it has capabilities to be able to use in spreadsheets, to be downloaded, to search on it, et cetera. So, we feel that there's a need to have multiple applications. And that's why the hybrid approach is the one that we're going to be pursuing. That doesn't mean that we're not going to work with some of the providers that you just described. We already have a really strong relationship with AWS in our cloud strategy. They are developing a really compelling AI strategy. We've been using over the past, NVIDIA chips. We were one of the first groups that ever were using them in the way they're being used now for AI. We have a really strong relationship with Microsoft. There's also open tools that are being used. We also have people developing our own LLM model. So, we think that we can use this. We think that we have a really good network of people across the company that Ewout just described that are using different types of models. So, we believe that we can have governance, we can have controls. We've had controls in place for the last five years since we've owned Kensho to manage and track everything we're doing in AI. We're going to continue to use that same discipline for everything we're doing in AI to make sure that we're also controlling where we're investing and how we're moving forward. So, it's our belief that a hybrid model is the right one for us and something that's going to create the most value for our shareholders. Thanks Owen.
Operator:
Thank you. Our next question comes from Jeff Meuler with Baird. Your line is open.
Jeffrey Meuler:
Yeah. Thank you. Edouard, Ewout said, I think, in the description of Mobility growth that there was new store growth for CARFAX new subscription products. That's always a little surprising to me, but good to hear given that I think of it as a more penetrated product. So, just maybe if you can give us some color there. Is this further penetration of the heritage products? Is it something in terms of innovation or new versions of the used car products that are going through an upgrade cycle? And then just any other growth drivers you want to highlight for CARFAX. I think there was a call-out of the service line opportunity on CARFAX for Life. Thank you.
Edouard Tavernier:
Thanks Jeff. So, I'll -- I can give you quite a simple answer to that question. You're right that we work with most dealerships in North America. We work with most global OEMs, and we work with most suppliers. So, in that sense, we feel quite penetrated, because we have relationships with most of the potential customers out there. But we also have a portfolio of offerings, whether it's at CARFAX, Mastermind or elsewhere. And within that portfolio, we have more mature offerings. But we have lots of fairly young offerings which have been developed over the past five or six years and which have a lot of mark-to-market penetration to go. So, if you take a look at the examples that Ewout mentioned, products like CARFAX for Life, used car listings, Mastermind or supply chain and technology are all products which have a huge amount of runway ahead of them, right? They're still younger products. They're evolving very fast. And we have a long way to go before we get to full penetration. So think of -- so if I take a step back and now think about those secular drivers, think of them as follows. We have a lot of product innovation. And from a commercial execution, we have a lot of white space with all of these offerings we've developed over the past five or six years, which are maybe 30%, 40%, 50% penetrated. And then, we have all of these secular tailwinds, which are those massive disruptions going on in the industry, which are creating demand for information. And we see we're very well positioned to capture that demand. Thank you, Jeff.
Operator:
Thank you. Our last question comes from Russell Quelch with Redburn. Your line is open.
Russell Quelch:
Yeah. Hi. Thanks for squeezing me in at the end there. A question on fixed income Indices, please. Given you have lots of data on corporate debt at the point of issuance and you now own an incumbent brand in the space post the IHS acquisition. And the underlying market for benchmarking fixed income is accelerating as we see sort of greater participation in that space, do you see this as a major opportunity for S&P Global? And perhaps if so, can you talk about what you're doing to invest behind that opportunity and the speed at which you think that can start delivering increased revenue growth and the degree to which it influences your 10% medium term growth ambition for Indices? Thank you.
Douglas Peterson:
Yeah. Thank you, Russell. Thanks for joining the call today. We -- if you take a step back -- and one of the key drivers of our merger with IHS Markit was to look at what we think is happening with the transformation of capital markets globally. As you know, in the U.S., the capital markets for corporate financing is somewhere north of 70% of the market, probably even higher than that. In Europe, it's probably only about 35%, maybe 40% at the most. And across Asia, it's in the 20% range. We think that, that transition of capital markets globally is going to continue. We see the United States has a very sophisticated set of institutional investors that can go across the entire stack of capital. In Europe, we're starting to see more of that. In fact, one of the signals, which is positive for a business in Europe, is the withdrawal of liquidity programs like the LTRO from the central bank, from the ECB. We're also known now with the combination of the products and services. Starting with Market Intelligence, we have the data services from DVA, which provide prices on over 13 million securities, loans, swaps, other types of fixed income products and loans. That's a really incredible set of data, which we've now added into Capital IQ Pro. And that kind of data is used by the markets. We have the ability to expand into private credit as well. The private credit asset class is right now about $1.5 trillion, of which $1 trillion is probably out in the market in place. And there's another $500 billion which is dry powder, which is going to be available as that asset class continues to grow. We have ways we can serve that. So, if I look across the entire stack of capital, but let's now look only at the debt and credit side. In the debt and credit side, we have credit ratings. We have private information, private market information. We've got pricing information about bonds and loans and swaps. We also are now covering the issuance with issuance data. We have Wall Street Office, WSO, which is supporting the underlying -- underwriting of loans, et cetera. So, we have -- we are covering products, data services, software services across the entire stack of debt and credit. And finally, also in our index business that you asked about, we also have a set of credit products, iTraxx, CDX, et cetera, that are providing information for the markets. And we can use those for Indices. And we're seeing opportunities there not only in the fixed income indices themselves, but also extending into ESG fixed income indices as well as multi-asset class indices. But let me hand it over to Ewout, who can supplement some of what I just said.
Ewout Steenbergen:
Yes. Let me give you a couple of additional data points in addition to what Doug said. If you think about the expenses for the index business, actually this is the only division where the growth initiatives were a little bit higher than the incentive compensation we said. And that's for a good reason. Because as Doug highlighted, there are so many areas of growth initiatives in our index business. Think about fixed income data that we can sell together with the indices itself, multi-asset class, sustainability, factor based thematics, Kensho and so on and so forth. But the most important thing here is, as we have told you at our Investor Day, this is going to be a business that we are committed to deliver double-digit growth in 2025 and 2026 at a level of margins in the high 60s. So, of course, phenomenal outlook for this business, given all the growth initiatives. So, we think it's the right thing to do to invest into this business line, both in fixed income, but also many of the other categories that I just mentioned. So, thanks Russell.
End of Q&A:
Douglas Peterson:
Thank you, Russell. And I want to thank everyone for joining the call today and your excellent questions. And I also want to thank Edouard for joining us today. I'm so excited about the progress that we're making at S&P Global and our focus on growth and innovation, which you heard about. I'm thrilled that we're at the forefront of AI and gen AI and that we've got Kensho that's going to help lead us and bring that together. I'm also very excited that we're the center of what's happening in global markets and in particular, sustainability and energy transition. This is something that's changing every day. And we're having the most important dialogues and building the products and solutions that people need. And as always, I want to thank our people. I feel fortunate that this year, I've been able to travel again, and I've been meeting with our people in Tokyo, Dubai, London and Denver. And I'm always inspired by their passion and their commitment to S&P Global. And I'm always impressed by their great work. So, again, thank you, everyone for joining the call today. And I hope that everybody gets a chance to enjoy the rest of the summer, and have a great day. Thank you so much.
Operator:
Thank you. That concludes this morning's call. A PDF version of the presenter slides is available for downloading from investor.spglobal.com. Replays of the entire call will be available in two hours. The webcast with audio and slides will be maintained on S&P Global's website for one year. The audio-only telephone replay will be maintained for one month. On behalf of S&P Global, we thank you for participating, and wish you a good day.
Operator:
Good morning. And welcome to S&P Global's First Quarter 2023 Earnings Conference Call. I'd like to inform you that this call is being recorded for broadcast. All participants are in a listen-only mode. We will open the conference to questions and answers after the presentation, and instructions will follow at that time. To access the webcast and slides, go to investor.spglobal.com. [Operator Instructions]. I would now like to introduce Mr. Mark Grant, Senior Vice President of Investor Relations for S&P Global. Sir, you may begin.
Mark Grant:
Good morning. And thank you for joining today’s S&P Global first quarter 2023 earnings call. Presenting on today’s call are Doug Peterson, President and Chief Executive Officer; and Ewout Steenbergen, Executive Vice President and Chief Financial Officer. For the Q&A portion of today’s call, we will also be joined by Saugata Saha, President of S&P Global Commodity Insights; and Dan Draper, CEO of S&P Dow Jones Indices. We issued a press release with our results earlier today. In addition, we have posted a supplemental slide deck with additional information on our results and guidance. If you need a copy of the release and financial schedules, or the supplemental deck, they can be downloaded at investor.spglobal.com. The matters discussed in today's conference call may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including projections, estimates and descriptions of future events. Any such statements are based on current expectations and current economic conditions and are subject to risks and uncertainties that may cause actual results to differ materially from results anticipated in these forward-looking statements. Additional information concerning these risks and uncertainties can be found in our most recent Form 10-K filed with the U.S. Securities and Exchange Commission. In today's earnings release and during the conference call, we're providing non-GAAP adjusted financial information. This information is provided to enable investors to make meaningful comparisons of the company's operating performance between periods and to view the company's business from the same perspective as management. The earnings release contains financial measures calculated in accordance with GAAP that corresponds to the non-GAAP measures we’re providing and the earnings release and the supplemental deck contain reconciliations of such GAAP and non-GAAP measures. I would also like to call your attention to a specific European regulation. Any investor who has or expects to obtain ownership of 5% or more of S&P Global should contact Investor Relations to better understand the potential impact of this legislation on the investor and the company. We're aware that we have some media representatives with us on the call. However, this call is intended for investors, and we would ask that questions from the media be directed to our media relations team whose contact information can be found in the press release. At this time, I would like to turn the call over to Doug Peterson. Doug?
Doug Peterson:
Thank you, Mark. As we look at this quarter's highlights, I want to remind you that the financial metrics we'll be discussing today refer to the non-GAAP adjusted metrics for the current period and for 2023 adjusted guidance and non-GAAP pro forma adjusted metrics in the year ago period, unless explicitly called out as GAAP. We're pleased to report 3% revenue growth in the first quarter compared to pro forma results in the year ago period. We continue to generate substantial synergies and manage our other expenses with discipline, as demonstrated by the 1% growth in total adjusted expenses in the first quarter. Our focus on top line growth and expense management resulted in an expansion more than 100 basis points in the adjusted margin and a 9% year-over-year growth in adjusted EPS. In addition to our strong financial results, we also made progress on many of the strategic initiatives we laid out for you at Investor Day. We continue to prioritize innovation in our technology budgets, and reached important milestones in our cloud migration. We also hosted a record-breaking CERAWeek in the first quarter, and we also expanded our lead in AI with Kensho releasing two more commercially available products built on our proprietary AI and machine learning platforms. We'll discuss these important highlights in more detail in a moment. One of the key messages from our Investor Day last December was the introduction of the five pillars that drive our strategy of powering global markets. Beginning this quarter, we’ll be discussing our results using that same framework. We use these pillars as a lens to inform our decisions on capital allocation and organic investment that impact our people, our customers and the communities in which we live and work. First, I want to start with our customers. Delivering value to our customers drives every decision we make at S&P Global. We constantly hear from our customers that they're focused on the same things we are. During the first quarter in almost every customer conversation I had, we discussed energy transition and sustainability, as well as our products that serve private markets. We continue to see evidence of the value we create for our customers. We saw strong and stable retention rates in the first quarter, with year-over-year improvements in commodity insights and several products and other divisions. As expected and previously discussed, retention rates and mobility have declined modestly, as automotive inventory levels and volumes start to normalize. We also saw some modest lengthening of the sales cycle in certain parts of the business in the first quarter, as some enterprise customers, particularly in financial services, are understandably focused on margin protection and managing their own expenses. This is a continuation of what we saw on the back half of last year. As I've met with customers over the last few months, including large automotive OEMs, retail companies, asset managers, banks and others, the recurring theme is that they want to do more with us. There's a large opportunity to raise awareness of the breadth of our product offerings, and customers have been consistently impressed by the products we've introduced to them. That should ultimately improve customer value and our results. We also look to create quality of life improvements in those customer relationships, and our CI teams have done an excellent job of helping customers migrate to enterprise contracts. That migration reduces contract complexity for our customers, and enhances the overall customer experience in a meaningful way. Turning to our ratings customers. During the first quarter, global build issuance in aggregate decreased 7% year-over-year. While we saw strong sequential improvement from issuance levels last quarter, the uncertainty in the banking sector that emerged in March muted the impact to build issuance for the whole quarter. Refinancing activity was strong in the first quarter, particularly in high yield and bank loans, though opportunistic issuance remained muted. We're pleased that build issuance for investment grade increased in the first quarter, though this was largely due to a few very large deals. We're also pleased with the strength we saw in CLOs in the first quarter. The decision we made last year to preserve capacity and maintain the strength of our analytical organization is already proving to be the right call, as our growth in CLOs was particularly strong. Next, I'd like to focus on our strategic priority to grow and innovate. So far this year, we've launched several new products. An example of our product synergies, teams from Platts and IHS Markit worked together to integrate the Platts forward curve into our real-time analytics platform energy studio impact. We preview this innovation at our Investor Day, which provides clients with the most comprehensive and valuable data and insights in the industry while strengthening our customer value proposition and competitive differentiation. So far this year, we've also introduced new price assessments for black mass in Europe and Asia, and for R-PET in India to improve transparency in pricing of battery raw materials and recycled plastics. We remain focused and disciplined in our M&A, completing the acquisitions of TruSight and ChartIQ within market intelligence and market scan within mobility. These tuck-in acquisitions strengthen our current offerings that we expect even this type of M&A activity to be rare for the rest of the year. As discussed at Investor Day, we're introducing our vitality revenue metric which consists of revenue derived from new or substantially enhanced products. We're pleased that in the first quarter, vitality revenue constituted 11% of total revenue, consistent with our goal of maintaining a vitality index at or above 10%. Much of this growth will be enabled by enhancements to our own data and technology capabilities. As we optimize our technology spend to accelerate the pace of innovation, we're thrilled with the progress made in the first quarter. As we disclosed in February, we announced a strategic partnership with Amazon AWS to collaborate in product development and joint go-to-market initiatives. That partnership allows us to further transition workloads to the cloud and decommission our own data centers, three of which we closed just in the first quarter. Cross organization teams also worked diligently to complete two software systems integrations to ensure that the combined company is operating on unified platforms in the most efficient way possible. Initiatives like these allow us to put more resources behind revenue-generating innovation as well, like the AI-powered products that Kensho has been developing for five years. There is excitement in the field of artificial intelligence, and we're extending our leadership and focusing on innovation that will benefit our customers and increase the value of our products. With the commercial launch of two new products in the first quarter, there are five Kensho branded AI-powered products commercially available today on the S&P Global marketplace. We're very excited about the developments in this field, and we'll discuss our own launches in more detail in the coming months. Shifting now to how we lead and inspire our people, customers and communities. In the first quarter, we launched the ninth iteration of our people-first initiative, and made investments to expand resources for continuous learning, leadership development, and upskilling through our Central Tech programs. These investments in our people help us attract, retain and develop incredibly talented people, which ultimately lead to better financial results for our shareholders too. We also continue to lead and inspire the industries we serve as we power global markets. In the first quarter, we published the inaugural Look Forward Report, which outlines the expectations of our economists, analysts, researchers and data experts. This report is a product of our research council at S&P Global, which was formed last year to help us look beyond the near term, and explore the trends that will shape our collective future. Lastly, as I mentioned earlier, we hosted CERAWeek in Houston, Texas in March. This conference brought together over 8,000 leaders in the energy industry, who participated in over 650 events to help tackle global issues like energy security, energy transition and sustainability, as well as how to navigate the turbulent times in the commodity markets today. Now looking across the company, we're pleased with the strong execution of all our divisions this quarter. While we continue to see the impact of the issuance environment, our ratings division, we're also seeing signs of revenue stabilization as we begin to lap the challenging issuance conditions that began during the first quarter last year. We saw positive revenue growth in all of our other divisions in the first quarter, and continued to balance expense managed with strategic organic investment to make sure we're well positioned to accelerate our revenue growth over the next few years. Expenses can of course be seasonal. So we look at the margins on a trailing 12-month basis, and we expect these figures to improve as we progress through the year. As we look through the remainder of the year, I'd like to touch on some of the factors influencing our company's performance. We continue to expect a mild recession this year, though the timing is more likely a few months later, relative to our initial expectations. We also expect to see volatility in various markets, including equities, credit and commodities. We see no change to the secular trends shaping the future opportunities for us, like the shift from active to passive asset management and energy transition. While these market expectations are mostly unchanged from February, we wanted to highlight the potential impact in the banking market. As we're all aware, the events around regional banks in the U.S. and a major Swiss bank added uncertainty to the markets in March. We do not have material direct exposure to the impacted regional banks, and we do not expect the events in that end market to materially increase the risk to our financial guidance in 2023, or to the medium term targets we laid out in Investor Day. We do see slightly elevated risk of default rates impacting the broader credit markets, particularly in high yield, which will also inform our updated issuance outlook. Our ratings financial results and guidance are closely tied to build issuance. And for 2023, we now expect build issuance to be up approximately 3% to 7% for the full year. Our latest ratings research group forecast calls for a decline in global market issuance. As a reminder, market issuance can differ materially from build issuance, as we've described in recent quarters, with much of the delta this year driven by declines in unrated debt and sovereign and international public finance, which don't impact build issuance. And now, I'd like to turn the call over to Ewout Steenbergen who's going to provide additional insights into our financial performance and outlook. Ewout?
Ewout Steenbergen:
Thank you, Doug. As a reminder, the financial metrics that we will be discussing today refer to non-GAAP adjusted metrics for the current period and for our 2023 adjusted guidance and non-GAAP pro forma adjusted metrics in the year ago period, unless explicitly called out as GAAP. For the first quarter of 2023, adjusted earnings per share increased 9% year-over-year. This growth was driven by a combination of 3% revenue growth, 100 basis points of operating margin expansion and an 8% reduction in the fully diluted share count. This is an excellent example of strong execution and prudent capital management combining to create long-term shareholder value, and we're pleased with the start to 2023. Revenue growth in the quarter was driven by growth in market intelligence and strong performance in commodity insights and mobility. This was offset by a lower issuance environment compared to the first quarter of last year, though issuance improved sequentially from the fourth quarter. We'll walk through the deficients in more detail in a moment. Adjusted expenses were up only 1% year-over-year, driven by cost synergies and other operational efficiencies. Adjusted operating profit increased 5% year-over-year, as margins expanded to 46.2%. I'm pleased to report a sustainability and energy transition revenue increase of 27% to $69 million in the quarter, driven by strong demand in sustainability products in MI's climate and physical risk products and CI's energy transition products. Private market solutions revenue remained at the $100 million level, as growth in products from market intelligence were offset by declines in ratings due to the timing of private market issuance. We still expect growth in private markets this year to be in line with the targets laid out at Investor Day. Vitality revenue, which is the revenue generated by innovation through new or enhanced products from across the organization, was $326 million in the first quarter, representing a 17% increase compared to prior year. Synergies are a key contributor to expense savings and margin expansion this quarter. In the first quarter of 2023, we recognized $131 million of expense savings due to cost synergies and our annualized run rate exiting the quarter was $552 million. And we continue to expect our year-end run rate to be approximately $600 million. We continue to make progress on our revenue synergies as well, with $17 million in synergies achieved in the first quarter, and an annualized run rate of $52 million. Turning to strategic capital allocation, we remain committed to discipline capital management, including investing for long-term growth and returning excess capital to shareholders. We executed a $500 million accelerated share repurchase program or ASR in the first quarter, and we plan to launch a new $1 billion ASR in the coming weeks, leveraging the proceeds of the engineering solutions divestiture and cash on hand. We have been able to take advantage of market dislocations over the last year to repurchase shares at attractive prices, which allows us to reduce our fully diluted share count by 8% over that time period. Since the close of the merger last year, we have been able to repurchase more than 31% of the shares issued to complete the merger with IHS Markit. We continue to invest in organic growth as well and remain on track to invest $150 million in our 2023 strategic projects. Now let's turn to the deficient results. Market intelligence revenue increased 5% driven by strong growth in data and advisory solutions and credit and risk solutions and favorable commercial conditions overall. That's improved 3.5% in the first quarter, driven in part by strong demand for new content and capabilities supported by the merger, though growth was tempered somewhat by a continuation of the modest softness in financial services that we called out last quarter. Renewal rates remain strong in the mid to high 90s. Data and advisory solutions and enterprise solutions both benefited from solid growth and subscription-based offerings. Credit and risk solutions benefitted from strong new sales for ratings express and ratings direct products. Adjusted expenses were roughly flat year-over-year, as increases in compensation expense, cloud spent and T&E were offset by cost synergies and lower occupancy costs. Operating profit increased 16% and operating margin increased 300 basis points to 32%. Looking at the remainder of 2023, we know the comparisons will get easier as we progress through the year and we continue to expect improvements in those products within enterprise solutions that depend on capital markets activity. We also expect revenue synergies to begin positively impacting results in the back half of the year. We continue to recognize significant cost synergies as well and remain confident in our ability to deliver accelerating growth and full year margin expansion in market intelligence. While we are not changing the formal guidance ranges for revenue or adjusted operating margin, we do see increased uncertainty in the markets and within the banking sector specifically. As such, we may come in closer to the low end of these ranges. Now turning to ratings, despite being down year-over-year, we're encouraged by the improvement we have seen in the issuance environment relative to last quarter. Revenue decreased 5% year-over-year. However, this is the second quarter in a row of sequential improvement in transaction revenue, as investment grade and high yield showed pockets of strength in the quarter, particularly in January and February. Non-transaction revenue declined 4% and 2% on a constant currency basis, primarily due to declines in initial issuer credit rating and rating evaluation surface, partially offset by growth in CRISIL. Adjusted expenses decreased 3%, driven by lower occupancy costs and outside surfaces expenses partially offset by higher compensation expense. This resulted in a 6% decrease in operating profit and an 80 basis points decrease in operating margin to 58.3%. We raised our built issuance assumption for 2023, and expect issuance to increase in the range of 3% to 7%, reflecting the stronger issuance trend in the first quarter. We expect to see an improvement in full year transaction revenues compared to our initial expectations, though we expect the upside to be offset by slightly lower contribution from non-transaction due to ICR and RES headwinds. And now turning to commodity insights, revenue growth accelerated to 9% despite a very high comparison last year. Excluding the impact of the CERAWeek conference, revenue growth for commodity insights would have been approximately 6% year-over-year. Growth was partially offset by the loss of revenue related to Russia, which contributed $11 million in the first quarter of 2022. Advisory and transactional services increased 28% in the quarter, primarily due to CERAWeek official record attendance coupled with strong sponsorship sales. Upstream data and insights declined approximately 1% year-over-year, and subscription growth was offset by reduced one-time sales relative to last year. As we noted last quarter, we continue to expect low single digit revenue growth in upstream for the full year. Price assessments and energy resources data and insights both grew 8% compared to prior year, driven by strong performance in crude oil products and continued commercial momentum. Adjusted expenses increased 3% primarily due to higher event costs driven by conferences, T&E and compensation, partially offset by realization of cost synergies and lower consulting spent. Excluding the impact of CERAWeek, expense growth would have been only 1%. Operating profit for CI increased a very strong 17% and operating margin improved 310 basis points to 46.1%. We expect commodity insights to continue to benefit from strong demand in price assessments and other subscription offerings, as well as the continuation of secular trends around energy transition and sustainability. As we saw from the incredible growth at CERAWeek, there remains a remarkable opportunity to further our leadership in the energy sector and in commodities more broadly. And we will continue to invest to capture that opportunity and drive multiyear profitable growth. In our mobility deficient, revenue increased 10% year-over-year, driven by continued new business growth in CARFAX, strong recall activity and growth within planning solutions products. The Market Scan acquisition contributed approximately 1 point of revenue growth in the quarter and is recognized in the dealer category. Dealer revenue increased 10% year-over-year, driven by price increases and new store growth, particularly in CARFAX for Life and used car subscription products. Manufacturing grew 11% year-over-year, driven by our planning products and recall activity. Financials and other also increased 11% as the business line continues to benefit from strong underwriting volumes and a favorable pricing environment. Adjusted expenses increased 8% due to year-over-year increases in headcount, investment in software, and additional cloud usage, partially offset by lower incentive compensation expense. This resulted in a 14% increase in adjusted operating profit and 130 basis points operating margin expansion year-over-year. As we expected, we've seen expense growth rates moderate from fourth quarter, and we continue to expect margin expansion this year. We expect the Market Scan acquisition to contribute approximately 150 basis points of revenue growth in the full year, though we expect it to be modestly diluted to adjusted margins in 2023. All of this is reflected in our updated guidance. Turning to S&P Dow Jones Indices, revenue increased 1%, primarily due to strong growth in exchange-traded derivative volumes, offset by declines in asset-linked fees. Asset-linked fees were down 6%, primarily driven by lower AUM in ETFs, which decreased 4% from the year ago period as price depreciation more than offset slightly positive year-over-year net inflows. Exchange-traded derivatives revenue increased 30% on increased trading volumes across key contracts, including an approximately 59% increase in S&P 500 index options volume. Data and custom subscriptions was flat on the quarter, though excluding the impact of some minor reclassification of revenue, as outlined on the slide, growth would have been 5% year-over-year, driven by strong demand for end of day and real-time data feats. During the quarter, expenses decreased 7% year-over-year, driven by realization of cost synergies, lower bad debt expense and timing of discretionary spend, which was partially offset by continued strategic investments. Operating profit in indices increased 4% and operating margin improved 250 basis points to 71.8%. As reflected in today's results, indices will continue to face headwinds in asset-linked fees as the year-over-year depreciation in underlying asset prices impacts to deficient on a lagged basis. Exchange-traded derivative revenue was well above our earlier expectations, though these volumes can be volatile and difficult to predict. We continue to invest to achieve the 2025 and 2026 target for 10% plus growth in indices. And we expect those investments as well as the timing of certain expenses to drive margins for the full year back within the guidance range. In engineering solutions, we saw 2% revenue growth and 4% adjusted expense growth. As noted in our materials, we now expect to close the divestiture of engineering solutions next week. We're updating our guidance to reflect the accelerated timeline relative to our initial expectation for a June 30 close. I've had the pleasure of overseeing the engineering solutions division since the merger closed, and I would like to thank them for the incredible dedication and professionalism the teams have consistently demonstrated. We're confident that there will be a strong addition to KKR and wish them all the best. Now let's move to the latest views from our economists who are forecasting global GDP growth of 2.7% in 2023. While GDP growth is expected to be positive, our guidance still assumes a mild recession in the middle of the year and a modest recovery as we exit 2023. We continue to expect inflation above the target rates of central banks and energy prices like crude oil to remain above the historical averages as well. This creates favorable commercial conditions for many of our businesses, though it also contributes to volatility in the issuance environment, as we have been discussing over the last year. As we consider how all of this will ultimately impact our financial performance in 2023, let's turn to our guidance. Now that we have some certainty around the timing of the engineering solutions divestiture, we can introduce initial GAAP guidance. Adjusted guidance for the company reflects the first quarter results as well as the updated view on the macroeconomic environment, issuance trends, equity valuations and other key drivers, as previously outlined. Our full year guidance now assumes that strong revenue performance in the first quarter is offset by a lower revenue contribution from engineering solutions due to the accelerated timing of the divestiture. The only change to our consolidated full year adjusted guidance is in adjusted free cash flow, which has been reduced by approximately $100 million primarily driven up by updated assumptions around cash taxes related to the R&D tax credit. We have provided granular guidance on corporate unallocated expense, due related amortization, interest income and tax rate in the supplemental deck posted to our IR site, though these are unchanged from prior guidance. The final slides in this deck illustrate our revenue and margin guidance by deficient, reflecting the drivers that I mentioned previously. In conclusion, despite the continued uncertainty in the macro environment, we've had a solid start to 2023 and remain confident about the outlook for the rest of the year. Before we open up for Q&A, I want to reiterate how excited we are as a management team when we consider the incredible opportunities we have to drive growth and innovation and the secular trends that continue to benefit our business, from key investment areas like energy transition and private markets through the inspiring breakthroughs that our Kensho team has driven in artificial intelligence and large language models. It's a privilege to discuss the many ways we plan to create long-term shareholder value in the coming years. It's also a privilege to share this stage with leaders like Saugata Saha, President of Commodity Insights; and Dan Draper, CEO of S&P Dow Jones Indices, both of whom we would like to invite to join us for Q&A. And with that, we'll turn the call back over to Mark for your questions.
Operator:
Our first question comes from Manav Patnaik with Barclays. Your line is open.
Manav Patnaik:
Good morning. Doug, upfront you mentioned retention rates and mobility were declining modestly. I was just hoping you could provide a little bit more color there, perhaps with some numbers. But is that a trend you're seeing across your segments just given the uncertain macros out there?
Doug Peterson:
Good morning. Thank you, Manav, for joining the call. The mobility question you have relates to some of the changes that are happening at a structural level in the mobility and transportation business. If you recall the last couple of years, we saw all of the used cars became a very large sales aspect for the dealers and the automotive manufacturers. The OEMs were struggling to actually meet demand. So we're seeing a shift away from used cars to new cars. And we actually expect that there's going to be a lot of growth in the sales of automotive products around the globe this year. And where we're seeing some of the slowdown in subscription relates to dealers, as dealers don't have necessarily the same margin, they might be changing some of their approach to how they're working with the sales force they have. So we're seeing that that's one of the areas where we see some disruption in some retention rates that have started to drop. Other than that across the board and the rest of the company, we do not see any changes whatsoever to retention rates.
Manav Patnaik:
Got it. Thank you. And Ewout, just on the ratings guidance, apologies if I missed this. I think you said more transactional revenue but offset by two items. I was just hoping you could elaborate what those offsets were?
Ewout Steenbergen:
Sure, Manav. Good morning. If you look at the dimensions with respect to market issuance and built issuance, actually we're seeing exactly the opposite of the pattern of 2022. So there are two large categories in market issuance that are down more that are not included in built issuance. So this is unrated debt, as well as frequent issuer. So frequent issuers, we don't have in build issuance because as you know they're on the fixed fee construction up to a certain level of volume. So therefore, we expect build issuance to be significantly higher than market issuance for the full year 2023.
Operator:
Thank you. Our next question comes from Ashish Sabadra with RBC Capital Markets. Your line is open.
Ashish Sabadra:
Thanks for taking my question. I just wanted to focus on the individual segment guidance. You raised the guidance for commodity insights, mobility and indices. I understand MI is more towards the lower end. But even on the ratings front, it looks like the build issuance guidance was raised by almost 1 point. Earlier was 2 to 6, now it's 3 to 7. But you reiterated the full year guidance, so I was just wondering within the full year guidance, do you have increased confidence on the range? Any color on that front will be helpful. Thanks.
Ewout Steenbergen:
Thank you. Good morning, Ashish. We are overall really confident around the outlook for the full year. We are very pleased, of course, with the results in the first quarter, and then also the confidence around what we are going to achieve for the full year. And you see that reflected in the overall guidance that as you have noted is unchanged. But you have to realize that we're taking out two months of engineering solutions revenues and earnings. So you could say implicitly, we've slightly raised our full year guidance. And then by deficient, as you were asking for, the changes are due to the following. If you look at commodity insights, that is driven really by the outperformance of revenue growth in the first quarter. If you look at mobility, strong growth in the first quarter, but also the acquisition of Market Scan is helping there from a revenue perspective. And indices as well, what we're seeing there is also a very strong first quarter, and that is therefore also reflected in the full year revenue growth outlook. In terms of ratings, there is a shift that we have told you, a little bit higher transactional revenue, but a little bit lower non-transactional revenue. So net-net is still the same. But there is a shift in those two underlying categories. And then with respect to margins, mobility has been tuned down a bit. That is the dilutive effect of the acquisition. But on the flipside, for the indices business, we see that the margins are actually up, given the strong performance in the first quarter again. With respect to market intelligence, we have said that we come in more at the lower end of the ranges, both for revenues and margins. And that has to do with the macro environment, a bit of the uncertainty, the fact that we expect some of the capital markets products, more to come back later in the year, because now we assume the recession is somewhere mid of this year, as well as some of the impacts of the banking crisis, although we think that impact will be really minimal for market intelligence.
Ashish Sabadra:
That was very helpful color. And maybe as a follow up, if I can follow up on the mobility front. Manufacturing in particular was very strong. Overall growth in mobility was very strong, but manufacturing historically which has been more in the 3% to 4% range was up 11% this quarter. So I was wondering has anything changed there structurally, which is driving significantly stronger growth in that segment? Thanks.
Doug Peterson:
Yes. Thank you, Ashish. What's driving growth in that segment, if you recall over the last couple of years, there was -- the supply chains had been disrupted. There were no access to different types of chips, which are used in the automotive sector, including even things like key fobs. And you also saw a lot of disruption demand from the market as people were looking for cars, but they couldn't get them. So we're seeing that manufacturing is up. In fact, our total vehicle sales globally, we're seeing very strong sales coming up in the U.S., over about 7.5% growth in China, about 6% growth in Asia, including Japan and South Korea, about 6.5% growth and in Europe about 7.5% growth. So across the board, we see a lot of growth in production as well as coming from a very, very depressed base. But at the same time, it puts some pressure because the demand is starting to decrease as well, given the inflation, given interest rates are going up. So we see that right now, there's a lot of demand for information from our mobility team, because we provide the forecasting, we provide the information about the changes going on in the industry, as well as the day-to-day dynamics. But we're shifting the dynamics from what had been a supply constrained market to a richer approach to more supply in the market and shifts in customer demand that all of this benefits our mobility business because they provide the data and analytics that dealers and OEMs and suppliers need to make decisions.
Ashish Sabadra:
Thanks, Doug. That was very helpful color, and congrats on such a strong momentum in the business. Thank you.
Doug Peterson:
Thank you.
Operator:
George Tong with Goldman Sachs, your line is open.
George Tong:
Hi. Thanks. Good morning. I wanted to focus on the rating side of the business. The revenues there declined mid-single digits year-over-year, and that came in much better than your main competitor, which saw an 11% decline. What are some of the factors that you believe drove this outperformance in delta in the quarter? And can these factors persist over the remainder of this year?
Doug Peterson:
Thank you, George. Well, first of all, this was a very lumpy quarter when you look at the issuance. It started out quite strong of issuance. Investment grade had started off strong, but through the quarter in the U.S. it declined 14%, in Europe it increased 3%. A high yield increase in the U.S. 20% but it decreased in Europe 2% and structured finance in the U.S. decreased 48%. And in Europe, it increased 7%. So this was an incredibly lumpy quarter for us. But we've been very adamant about having our sales people and our commercial people out in the markets. We keep our finger to the pulse of what's happening across the markets. We've been involved in supplying information for the structured credit, an area in particular CLOs. We've been strong in the CLO market in the last quarter. We see going forward we think that for the rest of the year that it's going to be mostly refinancing that's going to drive what we see is the issuance. If you take a step back and last quarter, we issued a slide which we show once a year, which is the pipeline of refinancing, which is on the balance sheet of companies, financial institutions and other organizations over the next 5 to 10 years. And you can see there was a lot of financing that took place over the last 10 years with typically five, seven, sometimes up to 10-year maturity. That's starting to mature now. And we're starting to see some of that pull forward. And the question is, what are the right conditions for people to come back to the market? And that's something we're watching very closely, because there is a very, very large pipeline of refinancing that's going to be coming over the next three to five years, and we're going to watch that carefully including what's going to be coming this year.
George Tong:
Got it. That's helpful. And then wanted to ask about your synergy realization. You realized run rate synergies on the cost side of a little over 550 million, and then 50 million plus on the revenue side. Can you dive into where you're seeing most traction with revenue and cost synergy realization, and how you expect the progression to continue over the course of this year?
Ewout Steenbergen:
Of course, George. Thank you so much, and good morning. We are, of course, very pleased with the progress we're making with synergies. This is really a statement of execution of the whole team, of the whole company and the speed of the implementation of all of our programs is really impressive from my perspective. So we are at 550 million run rate cost synergies at this moment. These are cost synergies we're doing in all the categories that we have outlined before. There's of course organizational and duplication of roles that we're taking care of. Then there's real estate consolidation, vendor consolidation, and several other categories. This is all linked to integration. So we like to get the integration behind us as quickly as possible, and that we can fully operate as a combined company going forward. And we're very close to that point now. And that is expressed by the progress we have made with cost synergies, and getting really now not too far away anymore from the 600 million cost synergy mark. And so this is all across the company. With respect to revenue synergies, we see very nice progress in the divisions. The largest growth there we see in market intelligence and commodity insights, but contributions by all of the divisions. We have always said from the beginning that revenue synergies will take more time. At this moment, the focus is mostly on cross sell. And then later this year and the next few years, we will shift to new product development. But obviously the lead time to develop new products into the system, enhancement for that will take a bit longer. But both on cost and revenue synergies we're very pleased where we are at this moment.
Doug Peterson:
Thanks, George.
George Tong:
Thank you.
Operator:
Thank you. Our next question comes from Toni Kaplan with Morgan Stanley. Your line is open.
Toni Kaplan:
Thanks so much. I wanted to talk about ESG first. Thanks for the quarterly disclosure. We have seen some slowdown in new sales from a competitor of yours talking about the political and regulatory landscape. Have you also noticed any change in investor behavior in ESG, particularly in the new sales, any areas that are slower versus more resilient, because I know it's sort of a topic that spans your whole business. So maybe there are some areas that are doing fine and resilient versus others that maybe you are noticing a new sales change? Thanks.
Doug Peterson:
Thank you, Toni. I'm going to start and then hand it over to Ewout. If you take a step back and you think about something like the ESG sustainability, climate markets, they go back the last five, six, seven years. And if you look at our company, we have products that go back 50, 65, 100 years. And the experience of a market like this, it's really changing rapidly. And fortunately, because of our Sustainable 1 organization and the way that we've been investing in sustainability products, energy transition climate, ESG across our entire company and coordinating it through S1, we're seeing strength across pretty much the entire portfolio. And in particular, we're seeing a shift away from ESG to climate in the U.S. and around the rest of the globe. One of the things that I always say is that the train has left the station on this. This is an area that's going to be growing very quickly. It's high demand, it's coming from corporates, it's coming from governments, from regulators, from financial institutions, every part of the financial institution area. And we have products from Trucost, our ESG data suite. We've got bond referencing prices, physical risk, we're in the middle of what I'd say is one of the most important dialogues taking place with regulators around the globe about disclosure. But let me hand it over to Ewout to talk a little bit more about the numbers.
Ewout Steenbergen:
Toni, when we look at the first quarter revenues for sustainability and energy transition, we actually think that this is really strong for the company. And we are still confident that for the full year outlook, the growth will be in line with our medium-term expectations. And the reason for that is, as Doug outlined, that we have very diverse revenue streams underneath sustainability and energy transition, and all of our decisions contribute to the progress and to the growth. So think about, for example, in mobility what is happening, the huge transformation of the industry around electrification, move to EVs and what that means for the OEMs with respect to thinking about supply chains and new manufacturing and where they sourced the batteries, what is happening in the commodity space with energy transition, what is happening with new price assessments around hydrogen and carbon and biofuels and recycled plastics, what is happening in the rating space with second party opinions? And then Doug already mentioned climate, really there's so much focus now about climate; climate analytics, climate credit analytics, climate data. Just to give you one data point, Trucost actually grew more than 50% in the quarter. So overall, if we added up, I think we have very strong revenue streams. And therefore we are confident about our future growth in this industry and this particular growth area.
Toni Kaplan:
Perfect. And hoping you could on another topic just give us an update on how you're utilizing AI or any of your other advancements in technology, whether it be through Kensho or other areas as well?
Ewout Steenbergen:
Toni, the way how we look at it is, we really believe we're ahead of the game here. We did the acquisition of Kensho five years ago when just very few people were thinking about artificial intelligence. We have already embedded a lot of Kensho's products and tools within our businesses over the last few years. And our intention is really to stay ahead and to really make sure that we continue to implement this and be one of the winners in this market. We told you this morning we have not five Kensho products that are in the market, that's just for external customers. But internally, there are many more products. And actually the efficiency opportunities that Kensho has created for the deficients is very large. Maybe if I may expand on this in one particular area. If we think about large language models and generative AI, actually three areas are really critical. It is compute, which is really expensive. Then there are the algorithms which are more open source and generic. And then it is about training data. And training data is really differentiating. And if you have really good training data, you can improve the algorithms and you can drive down the compute cost. We have at S&P Global the largest training data set for financial markets, plus the best team of Kensho that we already outlined. So we have no need to export our data to someone else models or generic large language models. We can do this in-house. And you may expect that we will have more announcements around this later this year.
Doug Peterson:
Thank you, Toni.
Toni Kaplan:
Thank you.
Operator:
Thank you. Our next question comes from Alex Kramm with UBS. Your line is open.
Alex Kramm:
Yes, hi. Hello, everyone. Just wanted to come back to the market intelligence commentary and the outlook there. Clearly, you sound a little bit more cautious. Although, Doug, I think initially you said it should be fine. But I think Ewout's comments are clearly pointing towards the low end. So I guess the question is, what specifically is it that makes this thing a lower end? Is it just an expectation of a slowdown, or is it actually something that you're already seeing in new sales? We're just curious about if this is more an expectation or something you're already seeing in the pipeline I guess, because obviously the uncertain environment? Then specifically, you mentioned the Swiss bank merger, which obviously is something I'm paying attention to as well. Just wondering, you said it wouldn't have an impact, but is it a question about maybe this year not an impact because it may take some time? Or is it just the exposures are very small, just maybe you can dimensionalize it a little bit since it is the first time we've had something like this in like 15 years?
Ewout Steenbergen:
Yes, Alex, good morning. This is Ewout. I will start and then hand it over to Doug. Generally, we are confident about the outlook of market intelligence for the remainder of the year due to a couple of reasons. The first is growth of the subscription book of business, we see some healthy growth. Then we have good revenue synergies that will come in over the next period of time. We're expecting a capital markets recovery at the end of the year. So that should help enterprise solutions. And then also the comps will become easier and FX headwinds will become easier during the course of this year. So those are the elements that will help us to remain confident with the outlook. With respect to the specifics of the banking impact, we think this is overall manageable and not material for market intelligence. And the reason for that is the following. Market intelligence actually has a very diverse customer base. Only 10% of the customer revenue is coming from commercial banks, and these are global commercial banks, so not specifically U.S. or Europe. So that's actually a relatively low percentage. And then we have multiyear subscription contracts with those customers. We have tuned it down in the guidance range to the lower end of the range given the uncertainty, given the fact that we are still expecting a shallow and short recession in the mid of this year, and we want to be cautious. But overall, that's why we still believe we should be able to come in within the range for market intelligence for the full year.
Doug Peterson:
Alex, what I wanted to add is that I've been on the road almost nonstop this year and seeing clients. And it's been incredible the kind of feedback we're getting about the value that the market intelligence team is bringing with the data that's getting built into different platforms. And what Ewout just highlighted that market intelligence customer base is very diversified. We don't just have a financial institution. Client base within financial institutions, we're not just focused on only one single segment. So I've had really interesting conversations with corporates about the data that we have in market intelligence, what we can provide in investor relations coordinator, which is used by different traders, by supply chain. We have a new product which is a supply chain console that corporates are finding incredibly useful for them to understand what would be their needs for managing shipping, supply chain risk, et cetera. So I'm really encouraged by what we're seeing. The client dialogue is what I wanted to highlight.
Alex Kramm:
All right, thanks for that. And then just a very quick one on the rating side, and I asked your primary competitor this also, but maybe have a different view, which is really what's going to happen with lending by regional banks, right? I know they're more focused on middle markets. And that's not really where you play. But if we make the assumptions that these companies are going to be more constrained because of regulation or capital requirements, is there an opportunity for you or are you thinking about an opportunity that could lead to more disintermediation that you actually have a role as that remaining lending in the U.S. may more go to capital markets? Or is it just too small for you and it will go to other channels like private credit, for example?
Doug Peterson:
Yes, thanks for that, Alex. Well, first of all, we have much, much lower exposure to that sector than some of the other competitors in our space. We do watch it very closely, because it does help with some of the -- understanding some of the credit dynamics in the country overall. We do see in the U.S. that there could be some slowdown in credit. And that's one of the reasons that we've been cautious about our own economic forecast for the rest of the year. You heard as Ewout said that we expect that there would be a mild recession or a mild slowdown as we see a dip in the second or third quarter. And we think part of that could be caused by the slowdown in credit. But overall, we have very low exposure to this area. And it's likely that some of the areas that we see that the credit will get picked up by the private markets or securitization, and some of those we might actually benefit from some of the activity on those.
Alex Kramm:
Okay. Thank you very much.
Doug Peterson:
Thanks, Alex.
Operator:
Thank you. Our next question comes from Craig Huber with Huber Research Partners. Your line is open.
Craig Huber:
Great, thank you. Can you touch on, if you would, your outlook for bank loan issuance this year and high yield issuance just given the huge uncertainties on the macro side please?
Doug Peterson:
Thanks, Craig. Well, let me give you a broader sense of issuance and just reconcile a little bit what we talked about earlier on the call. As you know, we have our credit research team issues a report on what they see is the full forecast for the year. And right now they're expecting that the range across all of the different areas would be down about 3.5%. And then we've said that we think what the range of build issuance will be up about 3% to 7%. We don't break it out between what would be leveraged loans and high yield. Those are part of that. But in the first quarter, high yield issuance was up about 6% of build issuance and bank loans was down about 33%. In many cases, those are substitutes for each other. Sometimes you can see somebody says, well, am I going to issue a floating rate or a fixed rate, what are the market conditions or I'm going to go to the private markets, which had been quite quick, they're fast, but they also have in some cases, higher spreads on them, as well as maybe more covenants. But we think that there's going to be a very dynamic market. Overall, I think you should focus on the 3% to 7% build issuance up and look at the different components of where we see that's happening. Just as an FYI, in our credit research teams forecast, they see that corporates will be up about 8.5% for the year. So think of that as kind of an anchor. And also remember what I said earlier to one of the earlier questions about the amount of refinancing that it's already taking place. Maybe the last point I'd make is that we see that in this market with these conditions with some uncertainty about rates and inflation, et cetera, issuance is very, very opportunistic. You can see a flood of issuance over a week or two weeks. And then sometimes the markets are pulling back. For instance, the last couple of weeks have been very encouraging. But we said the same thing about the first two months of the year. So we watch this closely. We're forecasting, but go back to what the long-term issue is. M&A is going to come back, rates will eventually stabilize, conditions will be positive for people to invest and grow. We have these massive programs in the U.S. that are just starting to get launched for an infrastructure build, for the CHIPS Act, for the IRA, the capital that's going to be going into energy transition, all of that is going to attract investment. It's going to attract M&A. It's going attract debt investment. This isn't just going to be done using capital from the government. There's going to be public/private partnership, public/private capital going into these areas, and I just see a huge amount of capital that's going to be deployed here. We're going to see the same thing in Europe, same thing in Asia. So I just believe that this energy transition, what we're going to see with the CHIPS Act, et cetera, is going to create a lot of investment globally. And we should be benefiting from all of that over the long run.
Craig Huber:
Thanks for that. My other question please, mobility obviously had a very strong start to the year with solid outlook for the rest of the year. Can you just touch upon the businesses within that division that you think will help drive it for the rest of the year, and any significant changes from the trend you've saw in the first quarter do you think might go better or worse as the year goes on? Thank you.
Ewout Steenbergen:
Good morning, Craig. We're actually really looking positively for all the underlying revenue drivers within mobility. First, when you look at dealers, you see a little bit two effects going in opposite directions, as Doug explained earlier. So maybe their margins are coming down a bit, inventory levels are going up. So therefore retention is a little bit lower. But on the flipside is that there is more demand for sales and marketing products, because they need to be more proactively reaching out to potential customers in the future. So that is actually driving the growth in the dealership. Moreover, I think CARFAX is super entrepreneurial, really innovative, launching a lot of new products. And that is helping with the growth there as well. Manufacturing, the same thing. Also, there they are exposed to more needs to really reach out to customers through our marketing and sales products. So that is going to be helpful there as well. Plus all the changes that are happening with the transformation to EVs and our planning products, they are helping our OEM customers. And then our data is flowing to insurance companies, to banks and other loan entities that need the data for the pricing of their products. So we expect that to continue to grow as well at healthy levels during the course of this year. So overall, I would say positive momentum for mobility and I have no reason to believe that that would not continue in the future.
Craig Huber:
Great. Thank you.
Doug Peterson:
Thanks, Craig.
Operator:
Thank you. Our next question comes from Jeff Silber with BMO Capital Markets. Your line is open.
Jeffrey Silber:
Thanks so much. I know it's late, I'll just ask one. Nobody's asked about the pricing environment. And I know it varies by the different segments you’re in, but if you can just give us some general comments in terms of the ability to pass through pricing, we'd appreciate it?
Ewout Steenbergen:
Absolutely, Jeff. So the way we look at this is most of our products are must-have products for our customers. We are deeply embedded in their workflows, in their day-to-day activities. Therefore, we add a lot of value to our customers. And that should give us an opportunity to pass on any cost price increases as a result of the inflationary environment in terms of pricing and fees. But obviously, we're doing that in a very responsible way. We're doing that in a very balanced way that will come in gradually over time at the moment of contract renewals. But overall, we think that is reasonable to pass on cost price increases to customers, and therefore we still expect to expand margins in this current environment. I'm looking at maybe one of my colleagues, Dan or Saugata, if you would like to give any particular color for your businesses.
Dan Draper:
Yes, sure. Jeff, it's Dan. Thank you very much for the question. Look, to echo Ewout's comments that we align pricing with the value we create for our customers. And if you look at something specifically for indices, this massive secular growth trends switch from active to passive management, that's something that we want to be aligned with our clients and ensure that again we're representing the value and really working closely. And I think if you look at the outcome that we estimate over the last 26 years from our three core indices, the S&P 500, 400 and 600 that we saved investors over $400 billion in management fees. So that's benefiting directly savers, retirees, people saving for college education, things like that. So I think pricing is a strategic tool that we look through and really use again to align growth and interests with clients.
Jeffrey Silber:
All right. Thanks so much for the color.
Doug Peterson:
Thanks, Jeff.
Operator:
Thank you. Our next question comes from Owen Lau with Oppenheimer. Your line is open.
Owen Lau:
Good morning and thank you for taking my question. So going back to Kensho, Doug and Ewout, you mentioned five products are commercially available. Could you please talk about the early traction there and your expectation about these products? Who are your major clients? Would that be banks, or you can expand to other vertical? And also, please remind us the revenue model, mainly subscription-based model? Thank you.
Ewout Steenbergen:
Thanks, Owen. I will give you a more broader perspective and then hand it over to Saugata for some specific Kensho implementations in commodity insights. So overall, Kensho for the last few years has been very much focused on product development, speed to market, new product design, new design of delivery, customer experience within S&P Global, but slowly is now also turning more externally, again, because many of those products that have been developed are also attractive for external customers. Overall, if you look at the value that is generated, it's both value internally and externally. In terms of external customers, we have now more than 50 external customers in areas like asset managers, large banks, hedge funds, and corporates. And this is all the products that we have highlighted before; Link, Nerd, Scribe, Extract and Classify, so many good products. But let me hand it over to Saugata to give you more details about commodity insights.
Saugata Saha:
Thanks, Ewout. And Owen, thanks for the question. I described the work that we do with Kensho and more broadly the concept of AI across commodity insights is a foundational piece of everything that we are doing that's future looking and growth driving. So Kensho, for example, built a tool that we use in our what we call the price assessment process, specifically the market on closed process, wherein we kind of at the end of the day pull together everything we've heard during the closing out of the trading markets to understand what the outlook for price. And Kensho build a tool that compressed the workflow time by about 70%. That frees up time for our researchers, for our price reporters to do other productive thing for our customers, and also helps us get information out to the market faster. In addition, AI is a broader theme. We do a lot of work. And I draw your attention to some of the newer products like Energy Studio Impact, which is essentially 6 million North America wells, of which for about 1 million wells we do real-time live forecasts. And you can imagine that something like that involves more than 1 trillion rows of data, and computing that without leveraging AI and machine learning models, and we have about 4,200 of them in that one product alone would be nearly impossible. And that's just one example where we are using -- just I would say two examples where we are using Kensho and machine learning and artificial intelligence concepts more broadly to develop and demonstrate additional customer value.
Owen Lau:
Got it. That's very helpful. Thanks a lot. And then on indices on the expense, I think it was lower than our expectation, but the margin was higher. Was it mainly driven by lower comp because your revenue line gets lower? And also, could you please give us an update on your key maybe market and also your investment or expense assumption for the rest of this year on indices? Thank you.
Doug Peterson:
Yes, hi, Owen. Thanks, again, for the question. I think in terms of the performance, as Ewout had mentioned, we had the difficult comps, but also the asset prices and our asset-linked, if you think back, you kind of build that in arrears [indiscernible] quarter was coming off of the market highs at the end of 2021, so comparing that. And also there was some seasonality in products like the S&P 500. You do see the liquidity benefits of that product. I really think inflows late in the year and that can come out in early through the year on that. Where we saw the outperformance was in exchange-traded derivatives. Obviously, we've seen a very fast increase in nominal interest rates. And that's really caused some dislocation in the way that risk premium across asset classes, and so that's obviously increased volatility. So we're so well positioned in this ecosystem we built. What we discussed back in the Investor Day in December, being able to align and provide price discovery, liquidity and crucially for the exchange-traded derivative market being able to manage risks. And so what we're seeing is a combination of secular growth trends there, extended trading hours, shorting down to intraday or even single day types of access to derivative products, but there’s also cyclicality. We do know that over time, volatility will particularly normalize, potentially mean will revert to some degree. So in terms of our outlook, we want to make sure that we manage that appropriately. So if you think about the margin, just kind of looking for the rest of the year, we do like exchange-traded derivatives. They do have a higher gross margin than our asset-linked, but we do expect that mix to change. We do expect, hopefully, the flows to change that. So it's going to be reflected in the revenue mix we have. Also we had some one-time expenses that were non-recurring. And we also had some lapping incentive comp expense reductions last year. But what we really want to do ultimately is to reinvest back into the business. And I think that reflects, again, the way we're thinking about the margin for the rest of the year, and really leaning into again the secular growth trends we have.
Owen Lau:
Okay, sounds great. Thanks a lot.
Doug Peterson:
Thanks, Owen.
Operator:
Thank you. Our next question comes from Andrew Steinerman with JPMorgan. Your line is open.
Andrew Steinerman:
Hi, Ewout, I know this is a small item, but it would help our model. Could you just give us what the total acquired, that's the M&A revenues were in the first quarter? I definitely heard you call out the 1 point of M&A revenues and mobility from Market Scan. But as you know, there's been some other kind of tuck-ins already completed. And if you could also on the same basis with the acquisitions already completed, could you give us of what the M&A revenue assumption is for the '23 guide?
Ewout Steenbergen:
Andrew, we said that for Market Scan, during the quarter, the impact is around 1 point. So it's around $3 million to $4 million. It's overall immaterial for the company as a whole as you understand. The other two sides in ChartIQ really are immaterial for market intelligence. So from a modeling perspective, I wouldn't put any number into your model. But then I would like to point out that the revenues and the earnings were loose in our models. And our plan for the full year by divesting engineering solutions two months earlier is actually net-net going to reduce the overall impact on our plans. So the net of divestiture of engineering solutions and in requisitions is actually a negative, hence my comments earlier during this call that implicitly we're raising the guidance for the full year by holding the range to same for the company as a whole.
Andrew Steinerman:
Right. But you do account for all of the M&A, right?
Ewout Steenbergen:
Yes, that's correct.
Andrew Steinerman:
Okay. Thank you very much.
Doug Peterson:
Thanks, Andrew.
Operator:
Thank you. Our next question comes from Jeff Meuler with Baird. Your line is open.
Jeffrey Meuler:
Yes, thanks. Doug, Ewout, good to hear from you. But I'll try to continue to incorporate some of those other voices. Within indices, maybe if you could talk about, I guess, like your vitality or what new products are really resonating or you think have the highest potential?
Dan Draper:
Yes. Hi, Jeff. Thanks for the question. In terms of the vitality, we think of that sustainability was a theme. I think Doug and Ewout both kind of emphasized, that's a huge opportunity for us, particularly as we expand to other regions in Europe, Asia, that's always top of mind for us. I'd also say factors schematics [ph], and specifically if you think about the need for income globally. So for us having the leading dividend, equity dividend franchise, our aristocrats, we're seeing a lot of demand there. If you think about in developed markets ageing populations, the need for retirement income, but hey, now there's inflation. So all of a sudden, I need to protect capital and standards of living. So that's where the combination of using, say, our S&P 500 equity franchise to supplement fixed income, that's clearly a big synergy from the IHS Markit, and specifically our IBOX franchise. So what we're seeing now is combining like around the world kind of that dividend franchise we have with credit, and being able to offer now multi-asset solutions. And particularly markets like Japan, one of our largest asset management clients, just launched the first multi-asset ETF in that marketplace. So again, really bringing synergy and capabilities, but I think income leading into that, also in sustainability looking to combine really the partnership within S&P Global. Even Saugata’s business in commodity insights, we've been able to use unique proprietary data sets around the electric vehicles. I think Ewout had mentioned, we came out in partnership again with commodity insights with our GSCI franchise to come out with an electric vehicles metal index. Again, other data sets were Trucost and sustainability. So I think this is really -- as we go back to that 2025, 2026 outlook we gave in Investor Day, this is really looking through increasingly these proprietary data sets, being part of S&P Global to really look at some of these mega trends around the world.
Jeffrey Meuler:
Thank you. And then on commodity insights, there was a comment about an opportunity to further sector leadership. Maybe just a high level comment, like how was CERAWeek different with IHS here being part of S&P now? And then should we look to the event as a meaningful cross-selling catalyst if you just talk about the pipeline build coming out of the event? Thank you.
Saugata Saha:
Jeff, thanks for the question. So just as a reminder, so CERAWeek is a marquee energy event that we hold and it's increasingly broadly more than energy event that you hold in Houston in March every year. It is the premier -- as you point out, it is the premier venue for thought leadership for commodities and everything future looking for the commodities business. This year, we had over 8,000 attendees there, a lot of C-suite executives, important policymakers across the world. And I'd say, if you think about CERAWeek, we obviously want to grow the franchise in a meaningful way that is accretive to the overall business and the business plan that we have laid out. We do get a lot of -- it's not a venue where we sell. It's not designed to be a venue where we sell, but it is a venue where we showcase our thought leadership, showcase our talent, and showcase all of the great work that we are doing and kind of driving answers to some of the most complicated questions out there. And the four teams that came out this year, which also helps us shape the research that we do, because we have this audience where we connect with the community that we have built where we connect with them and that helps us guide research that we want to do, products that we want to do. And I'd say the four things that we took away that's going to help us shape our own strategy; number one is energy transition is here to stay. It's not going away. Number two, energy transition is complicated because customers are trying to balance energy transition, energy security and energy affordability. Third, I’d say customers are upbeat. They are looking for solutions to complex problems, which only data and analytics of the thought that we can provide can help them solve. And the fourth I'd say, we walked away with targeted opportunities that we want to work on and build opportunities to serve clients. So I'd say in summary, Jeff, it's less about the cross-sell opportunity, but more about the sense of community we’ve built, the direct revenues that we generate, and of course what we showcase and what we walk away from the conference in terms of the knowledge that we build and how to shape our business. And the last thing I would add that, of course, CERAWeek is our marquee event, but we also have other leading events like the World Petrochemicals Conference. There's nothing else like this sort for the petrochemicals business, or the London Energy Forum or the newly acquired Fujairah Conference, which we call FUJCON, all of them in combination with especially the merger helps us interact with customers in a way that would not otherwise be possible.
Jeffrey Meuler:
Got it. Thank you.
Doug Peterson:
Thanks, Jeff.
Operator:
Thank you. Our next question comes from Russell Quelch with Redburn. Your line is open.
Russell Quelch:
Yes. Good morning. Thanks for having me on. Following on from the previous question actually [indiscernible] I haven't seen any new products in the fixed income benchmark index space from S&P yet post the acquisition of IHS. I did hear Dan's comments earlier, but can you be more specific about the time to market for new fixed income index products that are bridging the brand and S&P's rich data set on the corporate side particularly? Do you have sort of aspirations to challenge Bloomberg [ph] in that market? Any sort of further comments you can give there? And I guess the question being how much does new product growth drives the 10% medium-term target in the index business, please?
Doug Peterson:
Yes, hi, Russell. Thanks for the question. No, we actually have hit I think probably one of the most notable products in Europe was our Paris-Aligned & Climate Transition launch in fixed income. And so that aligns already what we've done in equities. So that was something we got to market. And there's now demand, we call it, the PACT Indices to do those in other parts of the world and other kind of regional exposures, whether it be emerging markets, global, what have you. So that was a really important product and index that we got to market. As I mentioned as well, multi-asset is really, really important for us too. So to align, again, the IBOX range, for example, investment grade, high yield, but to put that more intentionally alongside our leading equity franchises. So being able to do that on a channel basis, particularly areas like insurance. If you think about the annuity space, being able to go specifically there where multi-asset demand, it's also a channel historically that's had a lot of active management. So this bigger trend of shifting from active to passive, we are a leader in that space, but it's early days. Can we expand kind of our first mover advantage to again bring the IBOX capabilities? And again, we've already launched products I mentioned in Japan on multi-asset. We have development now moving forward really across the globe. But I'd say insurance is interesting. Retirement, I mentioned as well, another area that in some areas historically have been very actively oriented, again, combining fixed income with equity is where we want to be able to move forward. And it's a competitive place.
Ewout Steenbergen:
And then looking at one part, and that is with respect to the last part of the question around the total contribution of new products to the top line growth of the company, we said at Investor Day, as you might recall, about 80 basis points of contribution to overall growth for the company from the new initiatives. And obviously, our focus is to continue to see that developing further in the future. Therefore, vitality is such an important metric for us, because it is an indicator of a healthy innovation within S&P Global. But I just would like to point out that products will rotate off from the vitality index after three to five years, because at some point, they are not a new product anymore, and they will become business as usual. But the last piece of information I want to give in terms of the health of innovation around vitality is we have seen double digit vitality levels within our businesses this quarter from market intelligence, from mobility, from commodity insights, and from indices. So very positive all across the board.
Russell Quelch:
Thanks. So maybe just as a follow up, I heard all the comments around investment and synergies, particularly Dan's comments around investments. So just wondering if you can speak to the seasonality you expect in the cost line in 2023. Is that likely to be the same as historical average or slightly different to previous years? Thanks.
Ewout Steenbergen:
Russell, there's two kinds of investments in new initiatives. There is investments in our strategic programs, our strategic investment program of $150 million. You should assume that that comes in gradually over time, so no particular seasonality. And then we're making investments, what we called cost to achieve, which are related to revenue synergies and realization of revenue synergies. Those will come in also over time, but those are pulled out from a performance perspective. So those you won't see in the actual performance results, the normal cap results that we're reporting now and in the future.
Russell Quelch:
Thank you.
Doug Peterson:
Thanks, Russell.
Operator:
Thank you. Our next question comes from Simon Clinch with Atlantic Equities. Your line is open.
Simon Clinch:
Hi, Doug. Hi, Ewout. Thanks for taking my question. I wanted to ask a question really about the competitive environment, and just your comments about your lengthening sales cycles and the stresses that are facing the financial services customers? I was wondering are you seeing any sort of competitive response or would you expect to see any responses on pricing from the industry overall? And how would you expect to fare in, if that were to happen?
Doug Peterson:
Thank you, Simon. This is Doug. Well, first of all, as you know, we've always been in a competitive environment and we also respect our competitors very, very much. This is an environment where, for us, it's up to bringing the most relevant, the newest, the fastest, the highest quality information, being responsive, as you've heard us talk about Kensho, artificial intelligence, machine learning, all of these types of things allow us to bring information and data and analytics and benchmarks to our customers even faster. So it's a very competitive environment. This also puts us on the -- keeps us on our toes. It makes us better because we have to always respond to the demands of the markets, as well as ensuring that we're faster and ahead of all of our competitors.
Simon Clinch:
Okay, thanks. And just as a follow up then, when we think about the revenue synergies and revenue synergies target, I was just wondering in terms of -- should we expect there to be any sort of cyclical puts or takes to those targets over time? Like if we were to endure a prolonged downturn, does that impact I guess the timing of the recognition of those revenue synergies and maybe just some flavor around that would be useful? Thank you.
Ewout Steenbergen:
Yes, we have said revenue synergies, Simon, are coming in over a period of three to five years, about 45% cross sell, which is more the first two years and then 55% coming from new products, which is more year three to five. So you should see this actually -- see that ramping up over the next period during the course of this year, and we saw actually quite a nice jump from the fourth quarter to the first quarter and we're now at that 52 million run rate level. But you see that going up in quite a nice way over the next couple of quarters. But obviously, revenue synergies take more time to accomplish compared to cost synergies.
Simon Clinch:
Thanks.
Doug Peterson:
Thanks, Simon.
Operator:
Thank you. Our final question will come from Stephanie Moore with Jefferies. Your line is open.
Stephanie Moore:
Hi. Good morning. Thank you. Maybe taking a high level view of just this year and your expectations embedded in your guidance, I think you called out that it does call for a bit of a improvement or somewhat of a macro recovery in the back half. Just trying to think of the levers or opportunities you have to pull, say maybe the macro ends up being a bit weaker. Can you talk about some of those levers as well as some of the counter cyclicality of your business in the various segments that would be helpful? Thank you.
Ewout Steenbergen:
Yes. Thanks, Stephanie. Our expectation now in terms of assumptions for the year is the following. Obviously, strong performance in the first quarter, as you have seen, then more a short and shallow recession in second quarter, third quarter. Obviously, we're still very careful what to expect for the year that there's not some unexpected volatility happening in the markets. So we're actually running a very tight ship, very careful from expenses and investments, headcounts very careful. But then we are ready to invest, because the most important is that we are investing in future growth. And hopefully, we'll see somewhere at the end of the third quarter and the fourth quarter really markets coming back in a very strong way. And we're ready to take advantage of that. In terms of downturn levers that we have, it's the usual list that we have always been outlining, and you know that we're on top of our game. And we will pull those levers, if needed. But already today, as you have seen, the cost controls are really very strong and the cost growth is really low. Certainly also if you take into account of that last year, we had actually flat expenses, and now only really minimal expense growth in the first quarter. But the downturn levers are the usual one around variable spend, discretionary spend, hiring, investment spend in other areas. So we're ready to take action, if that's needed. But hopefully, we are more in a position that we can invest in future growth, because that's the real fun part, and the part how we really can deliver shareholder value from a medium and long-term perspective.
Stephanie Moore:
Great, thank you so much. Appreciate the color.
Doug Peterson:
Thank you, Stephanie. I'd like to make a quick closing remark. And I want to thank everybody for being on the call today and your excellent questions. I also want to thank Dan and Saugata for joining us in the room. Great answers. It's nice to have you here. And we're also very pleased with how our year has started. As you recall, in December, we had an Investor Day where we launched a new strategy called power in global markets. And it's fantastic to be on such a strong start. And a lot of that has to do with our engagement with our customers. We have been out talking to our customers, listening to them, understanding how they see the combined value of the company. And I personally have been very busy traveling around the world speaking with our key customers from every industry, from all of our businesses, and I'm more confident than ever about our strategy. And their comments provide us further information to validate our priorities, our investment in technology, our investment in AI, the quality of our people, how we see the products that we're developing in the future. And I'm just so confident about what we're seeing out there. I also want to thank all of our people for helping us launch 2023. As always, they are phenomenal and it's why we're off to such a strong start. And so I'm really excited about everything we've achieved this year. I look forward to sharing more on our next earnings call. And again, thank you everyone for joining us today. Thank you very much.
Operator:
That concludes this morning's call. A PDF version of the presenter slides is available for downloading from investor.spglobal.com. Replay of the entire call will be available in about two hours. The webcast with audio and slides will be maintained on S&P Global's Web site for one year. The audio only telephone replay will be maintained for one month. On behalf of S&P Global, we thank you for participating. And wish you a good day.
Operator:
Good morning. And welcome to S&P Global’s Fourth Quarter and Full Year 2022 Earnings Conference Call. I’d like to inform you that this call is being recorded for broadcast. [Operator Instructions] I would now like to introduce Mr. Mark Grant, Senior Vice President of Investor Relations for S&P Global. Sir, you may begin.
Mark Grant:
Good morning. And thank you for joining today’s S&P Global fourth quarter and full year 2022 earnings call. Presenting on today’s all are Doug Peterson, President and Chief Executive Officer; and Ewout Steenbergen, Executive Vice President and Chief Financial Officer. For Q&A portion of today’s call, we will also be joined by Adam Kansler, President of S&P Global Market Intelligence and Martina Cheung, President of S&P Global Ratings. We issued a press release with our results earlier today. If you need a copy of the release and financial schedules, they can be downloaded at investor.spglobal.com. The matters discussed in today's conference call may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including projections, estimates and descriptions of future events. Any such statements are based on current expectations and current economic conditions and are subject to risks and uncertainties that may cause actual results to differ materially from results anticipated in these forward-looking statements. A discussion of these risks and uncertainties can be found in our Forms 10-K, 10-Q and other periodic reports filed with the U.S. Securities and Exchange Commission. In today's earnings release and during the conference call, we're providing non-GAAP adjusted financial information. This information is provided to enable investors to make meaningful comparisons of the company's operating performance between periods and to view the company's business from the same perspective as management. The earnings release contains exhibits that reconcile the difference between the non-GAAP measures and the comparable financial measures calculated in accordance with US GAAP. I would also like to call your attention to a specific European regulation. Any investor who has or expects to obtain ownership of 5% or more of S&P Global should contact Investor Relations to better understand the potential impact of this legislation on the investor and the company. We're aware that we have some media representatives with us on the call. However, this call is intended for investors, and we would ask that questions from the media be directed to our media relations team whose contact information can be found in the press release. At this time, I would like to turn the call over to Doug Peterson. Doug?
Doug Peterson:
Thank you, Mark. Welcome to everyone joining today's earnings call. We're looking forward to a very exciting and innovative year at S&P Global. As we shared with you at Investor Day, we're accelerating the pace of innovation and taking advantage of all we have to drive profitable growth over the next three to five years. In 2022, we built on our incredible history at S&P Global to position the company to create significant value for our customers, our people and our shareholders in 2023. 2022 was a year of resilience, decisive action and discipline. As we look at our financial highlights, I want to remind you that the financial metrics that we'll be discussing today refer to non-GAAP adjusted metrics for the current period and for 2023 adjusted guidance. And non-GAAP pro forma adjusted metrics in the year ago period, unless explicitly called out as GAAP. Adjusted results also exclude the contribution from previously divested businesses in all periods. Adjusted revenue decreased 4% or 3% on a constant currency basis. As everyone on this call knows, we saw dramatic decreases in debt issuance, which drove the decline in our revenue and earnings. But what you would not be able to tell from the headline revenue growth rate is that our business has become far more diversified and resilient. While we saw a 26% decrease in our ratings revenue, the vast majority of that decrease was offset by a 6% growth in our other businesses. That growth came despite FX headwinds, and unstable macroeconomic environment and the suspension of our commercial operations in Russia. We also took decisive action to preserve margins in 2022. Despite significant inflation throughout the year, we were able to keep our adjusted expenses relatively flat year-over-year due to outperformance on our cost synergies and management actions around incentive compensation, discretionary spending and the timing and prioritization of strategic investments. Our teams have a lot to be proud of, and we've done a remarkable job setting the company up for a strong 2023. We introduced our initial guidance today, which includes 4% to 6% revenue growth and a 10% to 12% EPS growth. Importantly, we're not moving Engineering Solutions to discontinued operations, so both of these figures include the half year contribution we expect from Engineering Solutions in 2023, excluding the impact of Engineering Solutions, we would have expected revenue growth to be approximately 6% to 8%. Amongst the impactful accomplishments in 2022, we completed our merger with IHS Markit and took important steps to optimize both our operations and portfolio of businesses. We optimized our capital structure as well, lowering our average cost of debt at fixed rates, protecting our earnings from further interest rate volatility. We introduced a bold strategic vision at our Investor Day, Powering Global Markets, and outlined our key growth priorities for the next few years. We're looking forward to updating our investors on our progress against those initiatives as we move forward. We also continue to shape the secular transition from active to passive asset management, and just last month celebrated the 30th anniversary of the first index-based ETF, which was based on our S&P 500 Index. As we look to the strategic initiatives we had at the beginning of 2022, it's clear that we continue to make great strides. We outperform our original 2022 cost synergy targets by more than 20%, generating $276 million in cost synergies fully realized in 2022 compared to original target of $210 million to $240 million. We successfully integrated our major infrastructure software systems, including what our ERP vendor told us was the fastest integration ever for a company of our size. We continued to drive commercial momentum, generating nearly 7,000 synergy cross-sell referrals post-merger. We also made great progress with our strategic investments and our transformational initiative to optimize our technology spend. Lastly, we continued our relentless focus on making sure S&P Global remains a destination of choice for our people and candidates. Our Internal People Survey indicated 90% or more of our employees endorse our culture and our efforts in diversity. We continued to invest for long term growth in 2022. We made several small acquisitions to bolster and round out our offerings in private market solutions, as well as sustainability and energy transition. We also had several important new product launches and upgrades that will drive customer value and financial performance in 2023 and beyond. We took steps to optimize the portfolio of businesses at S&P Global. We made several merger related divestitures that were required by regulators, but we also decided to divest the Engineering Solutions Division and announced an agreement to sell the business to KKR. These decisions help position S&P Global in growth markets where we can leverage our strengths across the entire business. As always, we will continue to be disciplined stewards of the business and periodically review the portfolio of assets to determine the optimal structure at any given time. Shifting to our financial performance, the largest macro contributor to our 2022 results has been the sharp decrease in global debt issuance, which continued to deteriorate as we move through 2022. For the full year, we saw 28% decrease in global rated issuance or a 31% decrease when including the impact of leveraged loans. This is particularly noticeable in high yield issuance, which decreased 77% from the extraordinarily high levels we saw in 2021. The issuance environment certainly impacted our financials in 2022, but we were pleased with the execution from the teams across the company despite those challenges. As I mentioned previously, our aggregate financial results provide clear evidence of our commitment to disciplined execution. Excluding the ratings business, revenue growth would have been 6% in 2022 and adjusted operating margin would have expanded by approximately 200 basis points. Ewout will discuss the fourth quarter financials in a moment. Each of our divisions performed admirably in 2022. We saw positive revenue growth in four of our six divisions and constant currency growth in five of our six divisions. We believe the strength and discipline shown in 2022 sets us up for a return to positive overall revenue growth and margin expansion in 2023. We continue to deliver impressive results in Sustainable1. In 2022, we grew ESG and climate revenue by 50% year-over-year to more than $200 million. As we outlined at Investor Day and as you'll see in the appendix, we've updated our methodology beginning in 2023 to include all of our sustainability and energy transition products and we'll be disclosing sustainability and energy transition revenues rather than just ESG revenue going forward. Under the new methodology, we generated $247 million in 2022 and we expect growth of more than 30% from that base in 2023. We ended 2022 with ESG ETF AUM reaching $40 billion. That growth is particularly impressive when you consider it is the net impact of an 18% increase in AUM from net flows and a 14% reduction in AUM from price depreciation resulting in 4% net growth year-over-year. We continued to launch new indices based on climate or sustainability factors in 2022, including the new S&P/BMV Green, Social & Sustainable Target Duration Bond Index. We also launched new products in market Intelligence, commodity insights and mobility. Within ratings, we completed 133 sustainable financing opinions, 33 green evaluations and 102nd party opinions. At the core of our sustainability efforts are the corporate sustainability assessments. This remains a key differentiator versus our competitors as they enable us to collect an enormous amount of data directly from corporations around the world. For the methodology that ends in March 2023. We have already increased CSA survey participation to more than 2,900 companies, representing a 30% growth year-over-year. We expect more than 3,000 companies to participate by the end of March. The company also continued to advance its own industry leading practices in sustainability. We issued our 11th annual Sustainability Impact Report and fourth annual TCFD Report. We launched $1.25 billion in sustainability-linked notes and adopted the sustainability-linked bond framework. We ensured the long-term funding for the S&P Global Foundation via a onetime grant of $200 million, and our efforts continue to receive recognition from several leading third parties. I'd now like to shift the presentation to our outlook for 2023. The latest global refinancing study was issued earlier this month. The total amount of global debt maturing in this study is $11.1 trillion over the next five years. This is actually up 3% from the study a year ago and up 7% from last year's study when looking out over the full nine years. Importantly, this shows us how the maturities have evolved over the next few years. While 2023 expected maturities have unsurprisingly decreased over the course of 2022, if we look at maturities in the years 2025 to 2027, we see a 12% increase from last year's study. That increase jumps to 23% looking at maturities in 2027 to 2029. The bottom line is that there is a very healthy pipeline of debt maturities coming over the next several years. Now, looking at total rated debt outstanding, we continue to see a compound growth rate of 5% and a continued year-over-year increase in total debt outstanding on a constant currency basis. Historically, outstanding debt usually gets refinanced. And we don't see any reason why this decades long trend would change. After marked declines in issuance in 2022, our ratings research group anticipates that issuance will return to positive growth in 2023. The forecast calls for issuance gains of 8.5% for non-financials, 3% for financial services, 5% for US Public finance, and a decrease in structured finance of 7%. Please note that this is an issuance forecast, not a revenue forecast, and it does not include leveraged loans. Our financial results and guidance are more closely tied to build issuance, which can differ materially from market issuance as we have described in recent quarters. For 2023, we expect build Issuance to be up approximately 2% to 6% for the full year. Now let's move to the latest view from our economists. They're forecasting global GDP growth of 2.2% in 2023. While GDP growth is expected to be positive, we also expect it to be a story of two halves. Right now, we're assuming a mild recession in the first half followed by stabilization in the second half. Each year, we carefully assess the external factors facing the company. This slide depicts those that we think are most important going into 2023. There are a number of potential positive impacts this year and potential headwinds, many of which we've outlined on this slide. There are also a number of factors that could impact our business positively or negatively or different ways in different parts of the business. Volatility in the equities and commodities markets is a great example, as it can be a headwind to certain parts of our business while serving as a tailwind to global trading services and commodity insights and exchange traded derivatives in our indices business. While we certainly aren't immune to the macroeconomic environment, we're confident that investing for growth in these times of uncertainty and through the cycle is the right way to create long term shareholder value. While others may give in to the temptation to hunker down, we want to make sure that we're aggressively taking the steps to position S&P Global for years of profitable growth. That's why I'm so excited to finish my prepared remarks on this slide. We're optimizing our technology spend for growth, and we're leveraging the most powerful platforms available to make sure our product development teams can rapidly bring new features and products to market. We recently announced a long-term strategic partnership with Amazon AWS to further technology vision we laid out for you at Investor Day. This agreement allows us to consolidate contracts and drive long-term savings through a collaborative relationship with one of the world's most innovative technology companies. Kensho continues to be a key contributor to the culture of innovation within S&P Global. We have a bold vision for how to leverage the newest breakthroughs in machine learning and artificial intelligence and not only make those technical technologies available to our customers, but truly embed them throughout the organization to drive growth and efficiency. I visited Kensho's office this last fall and was impressed to see the work that Kensho's R&D team had been doing with respect to large language models and their transformative potential. Since then Kensho has made significant progress on models that leverage unique data across the enterprise, with the potential to power innovation using AI and machine learning to accelerate product and technology agendas across all of S& Global. This is very exciting. We'll also continue to make strategic organic investments in areas like private markets and sustainability and energy transition, and we'll selectively pursue opportunistic acquisitions that enhance our growth and innovation. As we begin reporting our vitality revenue this year, we will continue our long practice of transparency and accountability. It is truly an exciting time to be at S&P Global. And now I'd like to turn the call over to Ewout Steenbergen, who is going to provide additional insights into our financial performance and outlook. Ewout?
Ewout Steenbergen:
Thank you, Doug. The adjusted financial metrics that we will be discussing today refer to non-GAAP adjusted metrics for the current period and for our 2023 adjusted guidance and non-GAAP pro forma adjusted metrics in the year ago period, unless explicitly called out as GAAP. Adjusted results also exclude the contribution from previously divested businesses in all periods. Let me start with our fourth quarter financial results. Adjusted revenue decreased 6% to $2.9 billion, largely driven by a challenging issuance environment and macroeconomic conditions. Excluding ratings, fourth quarter revenue would have increased 4% year-over-year. Adjusted corporate and allocated expenses improved from a year ago, driven by a combination of synergies and reduced incentive costs. Adjusted expenses were roughly flat for the full year, demonstrating strong expense discipline across the company. For the fourth quarter, expenses decreased to 4% compared to prior year. Adjusted operating profit margin contracted by 160 basis points to 41.2%, primarily driven by revenue declines in ratings. Excluding ratings, adjusted margins would have improved more than 280 basis points year-over-year. Our adjusted net interest expense increased 9%, driven by higher total debt levels, partially offset by lower average cost of debt. Adjusted effective tax rate was up modestly, but right around the midpoint of the guidance range we provided for the full year. We exclude the impact of certain items from our adjusted diluted EPS number. Among those items in the fourth quarter were approximately $175 million in merger related expenses, the details of which can be found in the appendix. We generated adjusted free cash flow, excluding certain items of $1.4 billion in the fourth quarter. In 2022, we completed our $12 billion accelerated share repurchase program with final share delivery executed earlier this week. Turning to expenses, as I noted, we managed to keep adjusted expenses roughly flat for 2022, despite a high inflationary environment. I'm pleased to report we acted decisively and delivered more than $400 million in expense reductions for the full year. Actions taken include pull forward and synergies, a reduction in incentive accruals, adjustments to the timing of certain investments, selective hiring and limiting consulting spend in some areas. Looking more closely at the largest contributor to those expense savings, I would like to provide an update on our synergy progress specifically. In 2022, we have achieved $276 million in cumulative cost synergies, and our annualized run rate exiting the fourth quarter was $422 million representing 70% of target after only ten months. We continue to make progress on our revenue synergies. With $19 million in cumulative synergies achieved and an annualized run rate of $34 million, the cumulative integration and cost to achieve synergies through the end of the fourth quarter is $807 million. For 2023, we expect to achieve cost synergies and revenue synergies of approximately $510 million and $60 million respectively. We originally targeted 80% of cost synergies in 2023, but with the outperformance in 2022, we are now targeting 85% of the $600 million target. We also originally expected 50% of our revenue synergies in 2024, but with the divestiture of engineering solutions, we now expect approximately 45%, though the full target of $350 million is unchanged. Now let's turn to the division results. Market Intelligence revenue increased 3%, with strong growth in data and advisory solutions, offset by slower growth in desktop and declines in enterprise solutions. Adjusted expenses decreased 2% this quarter, driven by continued realization of cost synergies, lower incentive compensation and real estate spend. Segment operating profit increased 16% and the segment operating profit margin increased 360 basis points to 31.4%, on a trading 12-month basis adjusted segment operating profit margin was 31.8%. Looking across market intelligence, there was growth in most categories and on a pro forma basis, desktop revenue grew 3%, data and advisory solutions revenue grew 7%, enterprise solutions revenue was down 4% and credit and risk solutions revenue grew 4%. For desktop, we continue to see strong demand for our subscription offerings like Capital IQ. Overall, desktop growth was below our expectations though, due primarily to the impact of some onetime sales from products reported in our desktop line. For enterprise solutions, softness in our capital markets volume-based products continued to weigh in on the business line's performance as revenue decreased 4%. This was partially offset by strength in private markets software solutions. Now turning to ratings. Ratings continued to face difficult market conditions this quarter as issuance volumes remained muted with revenue decreasing 29% year-over-year. Transaction revenue saw slight improvement sequentially, but decreased 51% compared to the prior year on continued softness in Issuance. Non-transaction revenue decreased 6% on a reported basis and 3% on a constant currency basis, primarily due to lower initial issuer credit ratings and rating evaluation services, partially offset by increases in CRISIL. As a reminder, ICR and RES revenue are historically correlated with the relative strength of the Issuance environment and M&A activity, respectively, and the declines we are seeing here are purely indicative of those market conditions. In the fourth quarter, surveillance and frequent issuer fees increased year-over-year on a constant currency basis. Adjusted expenses decreased 13%, primarily driven by disciplined expense management and lower incentive expenses partially offset by increased salary expense. This resulted in a 40% decrease in segment operating profit and a 910-basis point decrease in segment operating profit margin to 48%. On a trading 12-month basis, adjusted segment operating profit margin was 55.9%. Now, looking at ratings revenue by its end markets. The largest contributor was the well documented decline in Issuance, partially offset by 6% growth in CRISIL and other revenue. And now turning to Commodity Insights, revenue increased 4% driven by solid performance across all business lines. However, debt growth was impacted by a $13 million headwind due to the Russia- Ukraine conflict and a $4 million commercial settlement in the fourth quarter of 2021. Excluding the impact of Russia-Ukraine in this commercial settlement, Commodity Insights would have grown approximately 8% year-over-year in the fourth quarter. It's important to note we suspended commercial operations in Russia in March of 2022. Therefore, the first quarter of 2023 is the loss remaining period that we will see a material impact in the year-over-year growth rates. Adjusted expenses were roughly flat for the quarter, primarily due to higher compensation, an increase in T&E expense and bad debt provision, partially offset by merger related synergies, lower consulting spends and advertising and promotion costs. Segment operating profit increased 10% and the segment operating profit margin increased 230 basis points to 44.6%. The trading 12-month adjusted segment operating profit margin was 44.3%. Looking across the Commodity Insights business categories, price assessments grew 5% compared to prior year, driven by continued commercial momentum and strong subscription growth for market data offerings, particularly in gas and power and liquefied natural gas. Energy and resources data and insights grew 4% in the quarter, driven by continued strength in gas, power and renewables. Advisory and transactional services increased 3% in the quarter as we saw higher demand from energy transition advisory solutions, partially offset by revenues generated from a 2021 event that wasn't repeated in the fourth quarter of 2022. Moving to Upstream, I'm pleased to report the business line grew 4% in the fourth quarter, while upstream ACV has had good momentum ex-Russia, the revenue growth this quarter was primarily driven by upfront revenue recognition of certain software products that are not recurring. We expect upstream growth in the low single digit range for 2023. In our Mobility division, revenue increased 9% year-over-year, driven primarily by strong and broad-based performance across dealer, manufacturer and financials. Adjusted expenses increased 15% in the fourth quarter, driven by increases in headcount versus a year ago period. Timing of advertising spend and cloud expenses. We expect expense growth to moderate in 2023. This resulted in a 2% decrease in adjusted operating profit and 380 basis points margin compression year-over-year. On a trading 12-month basis, the adjusted segment operating profit margin was 39%. Dealer revenue increased 9% year-over-year driven by strong demand for CARFAX subscription products. Manufacturing grew 8% year-over-year driven by strength in Polk Automotive Solutions and the conclusion of several major recall deals. Financials and other increased 10%, primarily driven by continued strength in our insurance underwriting volumes and new business. Turning to S&P Dow Jones Indices, revenue increased 4% year-over-year as growth in exchange rated derivatives offset declines in asset-linked fees revenue. During the quarter, adjusted expenses increased 8% as there was an uptick in one time outside services spend and continued strategic investments partially offset by decreases in compensation and other discretionary areas. Segment operating profit increased 2% and the segment operating profit margin decreased 140 basis points to 62.2%. On the trading 12-month basis, the adjusted segment operating profit margin was 68.4%. Asset-linked fees were down 2%, primarily driven by lower AUM in ETFs. Exchange rated derivatives revenue increased 34% on increased trading volumes across key contracts, including a more than 70% increase in S&P 500 Index options volume. Data and custom subscriptions increased 6%, driven by new business activities and price realization. Over the past year, market depreciation totaled $506 billion, ETF AUM net inflows were $157 billion, and this resulted in quarter ending ETF AUM of $2.6 trillion, which is a 12% decrease compared to one year ago. Our average ETF AUM decreased 8% year-over-year. Engineering Solutions revenue declined 4% in the quarter, driven primarily by the negative impact of the timing of the Boiler Pressure Vessel Coat, or BPVC, which was last released in August of 2021. Adjusted expenses increased 5% due to planned investment spend, offset by favorable FX. Before moving to guidance, I wanted to highlight some of the key drivers of our expected 2023 results and how these tie-ins with the core messages we delivered at our Investor Day. S&P Global is all about growth. 2023 will be a year of growth across the company, driven by customer growth, product enhancements, revenue synergies and strategic initiatives. We'll continue to invest in our people and you will see the annual reset of our incentive compensation targets. We'll also continue to invest in technology as we drive innovation and position the company for accelerating growth in order to help investors see and assess the positive impact of these investments, we'll begin disclosing a few new metrics with our first quarter 2023 results, including our vitality revenue, which is the revenue generated by innovation, either new or enhanced products from across the organization. We'll also disclose the revenue generated from products in our two key strategic investment areas private markets, as well as sustainability and energy transition. In addition to these new disclosures, we'll begin a regular cadence of inter quarter disclosures to help investors measure performance of market observable products. We'll begin disclosing ETD volumes and the year-over-year growth rate of build issuance on a monthly basis in area starting later this month when we will disclose the January 12, 2023 data. In addition to the monthly disclosures I just outlined we will also disclose build issuance volumes on a quarterly basis broken out between investment grade and high yield. We know that in a volatile and potentially uncertain market, transparency and accountability are more important than ever. And S&P Global maintains its commitment to best-in-class disclosure and reporting for our shareholders. Now moving to guidance, as noted in our press release, due to the pending divestiture of Engineering Solutions we will not be providing GAAP guidance at this time, and this slide depicts our initial 2023 adjusted guidance. For revenue, we expect 4% to 6% growth, reflecting our continued belief of a mild recession in the first half of 2023 and then some economic strengthening in the back half of the year. Excluding the impact of the divestiture of Engineering Solutions, we expect revenue growth to be between 6% to 8%. We expect corporate and allocated expense of $140 million to $150 million. The year-over-year growth is driven in part by a reset of incentive compensation and the expectation of approximately $10 million to $20 million in stranded costs from Engineering Solutions post divestiture. We expect to expand operating margin to the range of 45.5% to 46.5%. Diluted EPS, which excludes deal related amortization of $12.35 to $12.55 which is an 11% year-over-year increase from the midpoint. Adjusted free cash flow, excluding certain items is expected to be approximately $4.3 billion to $4.4 billion. We continue to target a return of at least 85% of adjusted free cash flow to shareholders through dividends and buybacks. We also to plan to utilize the net after tax proceeds from the Engineering Solutions divestiture for share repurchases. As such, our board has authorized a $3.3 billion share buyback for 2023, which we plan to begin with a $500 million ASR, which we expect to launch in the coming weeks. Lastly, we expect a quarterly dividend of $0.90 share. The following slide illustrates our guidance by division beginning with Market Intelligence, we expect growth in the 6.5% to 8.5% range and margins between 34% and 35%. As we mentioned at our Investor Day, this is skilled business that's well positioned in growing markets such as private markets and supply chain, and we're confident in our ability to accelerate growth as we lap the 2022 headwinds from volume driven businesses and FX. In Ratings, we expect revenue to grow between 4% and 6%, with growth to be driven by volume and price and continued growth in non-transaction revenue. Our assumption is for build issuance to be up between 2% and 6% in 2023. Margins for Ratings are expected to be between 56% and 57%. In Commodity Insights, we expect revenue growth in the 6.5% to 8.5% range and margin between 46% and 47%. We expect continued strength in commodity markets generally and look forward to lapping the Russia impact after the first quarter. Similar to our Market Intelligence division, we expect Commodity Insights to see expense benefit from further realization of synergies in 2023. In Mobility, we expect revenue to grow between 6.5% and 8.5% and margins between 39% and 40%, driven by some normalization of auto supply chain, price realization, new business and new products adoption. Importantly, we expect expense growth to moderate quickly and substantially from the outsized increase in the fourth quarter, we expect expense growth to be below revenue growth in 2023. In indices, we expect revenue to be flat to up 2%, with margins of 66% to 67%. As we indicated at our Investor Day, revenue from asset-linked fees lags movements in underlying asset prices. So the 2022 decline in the S&P 500 will negatively impact this year's revenue, we will also lap the very strong comps in exchange traded derivatives. Before we turn it over for Q&A, I would like to take a moment to thank our people at S&P Global. The highlight of 2022 was the closing of our merger with IHS Markit. But what made it a highlight was the incredible dedication and execution demonstrated by our people. We saw strong, decisive action in the speed of execution of our cost synergy plan. We delivered critical system integration along a very fast timeline, rationalized our real estate footprint, and at the same time continued our strategic investments. 2022 truly was a year of transformation. But it was also a year of foundation. We intend to build on that foundation and drive strong growth in 2023 and for the years to come. And with that, we'll have Adam and Martina join us and turn the call back over to Mark for your questions.
Mark Grant:
Thank you, Ewout. [Operator Instructions]. Operator, we will now take our first question.
Operator:
[Operator Instructions] Thank you. Our first question comes from George Tong from Goldman Sachs/
George Tong:
Hi, thanks. Good morning. You expect 2% to 6% growth in build issuance in 2023. Can you bridge your expectations for build issuance with guidance for ratings revenue growth of 4% to 6%, including how you expect pricing and issuance mix to impact revenue?
Ewout Steenbergen:
Good morning, George. This is Ewout. Let me give you a couple of those components. As you know, we are always breaking out ratings revenue in two categories transactional and non-transactional. What you see in the transactional category is a combination of price and volume. And on the volume side, we have stated that 2% to 6% growth for build issuance. And then if you think about non-transaction, we continue to see, expected to see growth in the annual fees. Also, continued positive growth in Ratings is to be expected. And then ICR and RES, that's a bit uncertain because that depends very much on the overall economic environment. So those are some of the components that will add up to that range of 4% to 6% revenue expectation for Ratings in 2023. So I would say overall quite constructive after 2022. Got it.
George Tong:
Market intelligence revenue growth decelerated in the quarter due to slower growth in desktop and declines in enterprise solutions. Can you elaborate on trends you're seeing in desktop and enterprise and why you believe performance may improve in 2023?
Doug Peterson:
George, this is Doug. Before I hand it over to Adam, I want to welcome Adam and Martina to the call today. As you met our presidents at the Investor Day on December 1, we're pleased to ask a couple of them to join us on each of the earnings call. And today it's going to be Adam and Martina. But Adam, over to you.
Adam Kansler:
Thanks, George. We're very confident in our desktop business, but our desktop revenue in this quarter didn't perform how we expected. Let me give you a little bit of color on that. Financial services industry obviously under pressure. You see that belt tightening, now some of the largest sell side banks, and they're taking a cautious approach right now, and we're not immune to that. That said, our core desktop offering continued to grow extremely well. Within that desktop revenue line, you have certain products that are non-recurring in nature. Consulting and advisory engagements tied to our desktop offering. These are the products that saw that impact in Q4. As we look out to 2023, we remain confident in our desktop growth, and we're excited about our forward competitive position. We saw active user growth up 9% this year. This is great growth in a challenging year. An important driver for us as we renew and expand our relationships with our customers in 2023. We're delivering significant upgrades in the offering. Speeds increased dramatically. New features being released. You saw we announced our ECR data live on our desktop in 2023. Fixed income and loan capabilities coming. So while Q4 not quite the quarter we expected, we're very confident and excited about that growth forward. I'll just spend two seconds on enterprise solutions. I know you asked about that as well. Understand that revenue line as really two separate components. Software solutions our customers use for workflow compliance and portfolio monitoring. And a section for industry platforms that are really directly impacted by capital markets activity and volumes. That first group performed really well this year, and we expect that to continue to perform really well into 2023. A lot of those are double digit growth businesses. The second bucket, the industry platform, is really impacted by significant drops in capital markets activity that saw a negative double-digit impact in the current year. When we look forward into 2023, we expect that negative impact to moderate as we lap those comparables and as markets stabilize. So we do have a very positive outlook for enterprise solutions as we go forward into ‘23.
Operator:
Our next question comes from Andrew Steinerman from JPMorgan.
Alex Hess:
Yes, hi. This is Alex Hess for Andrew Steinerman. Maybe just start with the 2024 revenue synergy target that was lowered modestly. And I believe it was mentioned that principally reflects engineering solutions. But with the focus of Investor Day having been on innovation, can you maybe update us on where 2022's vitality index came in, how promoter score is tracking, and sort of what gives you confidence that maybe that target remains pretty achievable.
Ewout Steenbergen:
Good morning, Alex. Thanks for being on the call. You ask a couple of questions, so let me walk through each of those. 2024 revenue synergies are slightly tuned down due to the divestiture of Engineering Solutions. We had assumed a number of revenue synergies, both in Engineering Solutions as well as in some of our other segments in the collaboration with Engineering Solutions, for example, Commodity Insights shares a number of customers together with Engineering Solutions. But we are not concerned about that at all because we are finding so many new revenue synergies across the company that we are still firmly committed to the $350 million in total over the five-year period. You're also asking about, in general, the commercial momentum within the company. We're actually really happy what we are seeing. There is a lot of innovation, a lot of new product development, lot of really very strong customer interactions around all of that. You're seeing that we hit our revenue target for ESG sustainability for 2022. And with respect to vitality, what we told you was that we have a target to get vitality over 10% over the next few years. I'm actually very happy to report that we already got there in 2022. So our vitality was just over 10% last year as another indication of the level speed of innovation that we're increasing within the company.
Alex Hess:
Great. Thank you so much. And then maybe to turn to your build issuance assumptions, can you maybe walk us through the degree to which that is weighted to the back half of 2023 versus maybe facing some steeper comparisons in January and the front half of this year?
Martina Cheung:
Thanks for the question, Alex. This is Martina. We consistent with our overall view for 2023, both for macroeconomic as well as market Issuance not feeding into our build Issuance. We would see the chances for a mild recession in the first half with some recovery in the second half. And so you could expect to see a little bit more softness in Issuance in the first half followed by some recovery in the second half.
Operator:
Our next question comes from Toni Kaplan from Morgan Stanley.
Toni Kaplan:
Thank you so much. I wanted to ask about multi asset class indices. I know it's a really meaningful opportunity and you're investing a lot there. And it seems like the market opportunity is really massive. You have leading brands within index products. And so my question is right now, do clients think that there's a need for multi asset class indices or will it be a matter of convincing them that it's better than having a combination of separate equity and fixed income indices? Like a hybrid, like, is being used now. Just what makes multi asset class indices better than just weighting equity and fixed income indices? Thanks.
Doug Peterson:
Yes. Thanks, Toni. As you know, the basis of the index business that we have is about transparency. It's independence. It's the ability for a client to understand exactly what's in the portfolio at any point in time. Where we're especially seeing multi asset class demand is in the insurance industry. The insurance industry, which has many types of products, is looking to multi asset class. They use it for annuities, they use it for wrappers. And we're also seeing that bank structured product desks are also looking at multi asset classes. So we're seeing a lot of growth in this. You asked the question about what is the difference? The difference is that you can put together a single product which meets the needs of a client. And we're seeing that this is right now very high demand coming from those two industries. As ETFs are built from the multi asset classes, then you start getting trading around them. So we see the entire ecosystem starting to grow. And it's also part of the trend when we see active to passive anyway. So I think it's very important you ask the question. It's one of our growth areas and across all of the index business. This is one of that we're most excited about, finally, because we have within S&P Global now one of the leading franchises of Fixed Income with IBOX, CDX and iTraxx, we can actually produce these products on our own all-in house.
Toni Kaplan:
Terrific. Then as a follow up, I wanted to ask about Commodity Insights growth. I know long term sort of thinking about 8% at the midpoint. And when I look back at sort of legacy platin and resource within IHS, I guess plat wasn't really there, resources on its own wasn't there in sort of a normal market. Is it the sustainability part that's really going to drive you to that higher level of growth or I guess what's the bridge to get from sort of like normal mid-single digit level up to the eight? Thanks.
Ewout Steenbergen:
Toni, if you think about the overall market dynamics in the commodity markets, we think that currently those markets are very constructive for our customers and that is going to be helpful also for the growth of the business over the next few years. Well, first, one point to highlight is that in 2022 we saw some headwinds from Russia, from the Russia-Ukraine conflict and the fact that we stopped our commercial relationship with Russian customers. So obviously that headwind is going away going forward. Secondly, what we are seeing is that our customers are both focused on traditional energy resources and new energy resources. So we're benefiting from both trends at the same time where there is of course a lot of activity going on with respect to the current market prices in terms of exploration and additional capital expenditures that we're seeing. But our customers at the same time are also focused on energy transition and needs help from us. So we are providing data, insight, research, advisory, all of that around energy transition at the same time. So we believe this business has a lot of secular tailwinds over the next few years. What we told you is that at Investor Day that we expect this business to grow into 7% to 9% range in 2025 and 2026. And we think absolutely that is possible. We are very committed to hitting that number.
Operator:
Our next question comes from Alex Kramm with UBS.
Alex Kramm :
Hey, good morning, everyone. Maybe you can touch on the margin outlook a little bit, but particularly interested in the quarterly seasonality or cadence. I know in the past there's been some surprises here and there in some of the segments. So maybe Ewout you can help us between synergies coming in and maybe typical seasonality, what would you call out in particular as it relates to maybe the seasonality, we saw in 2022? I understand ratings is probably going to be driven a lot by Issuance, but maybe in the other segments. Anything to call out?
Ewout Steenbergen:
Alex, a couple of items to think about, first in terms of seasonality, realize that we are facing still high comps for the first quarter because the economy started to go more south from March of last year, as well as the impact of the Russia-Ukraine conflict also started about in March. So first quarter comps are still a bit high. The second item to think about here is that we are now expecting, as we also said during the Investor Day, a mild recession in the first half of the year and then some economic strengthening in the back half of the year. And the third element that I can say is you know that we are running a very tight ship with respect to expenses. So we are definitely starting this year, given the economic uncertainty in a very careful way. And then we need to time this right because the most important thing is that we're going to benefit once the markets start to turn when the GDP is going up, that we're starting to benefit from a growth perspective. We have a lot of growth investments in our plan for this year, as you know. So we have to time it right that we're going to make those investments at the right moment so that we're going to be a large beneficiary once the markets start to swing up again. So those are a couple of the elements you should think about in terms of timing for this year.
Alex Kramm :
Okay, fair enough. And then maybe just a follow up to the market intelligence question to Adam earlier. Maybe you can be a little bit more specific what you expect in the more capital market sensitive areas. I know there were some clearly some headwinds that you discussed earlier. Do you expect those businesses to be kind of like flattish or do you expect capital markets activity to actually recover decently? So maybe you can just talk about that and if you can tie that in with maybe the selling environment a little bit more of what you're seeing right now, that would be helpful as well.
Ewout Steenbergen:
Okay. Thanks, Alex. In the very first part of the year, you still have pretty significant year-on-year comparables because markets were still strong in the very early parts of 2022. As we come through 2023, we do see some resilience in the early part of this year, but we do see a lot of cautiousness still in markets, and you see aggregate activity levels as well as we do. As we get towards the latter part of the year, your year-on-year comparison starts to flatten out quite significantly. And for us internally, thinking about out what we expect in the year, we budgeted modest increase in total activity across capital markets platforms. We'll obviously see how the year develops, but we think that's the right call as we sit here today.
Operator:
Our next question comes from Jeffrey Silber from BMO Capital Markets.
Jeffrey Silber:
Thanks so much. I wanted to dig a little bit further into your outlook for this year. You've talked about expecting a mild recession in the first half and recovery in the second half. I know it's early, but we're about six weeks into the new year, and if anything, economic growth seems to be better than expected. If that's the case, then we either avoid a recession or push it off a little bit. Where could we see the upside in your forecast?
Ewout Steenbergen:
Jeff, the forecast, the guidance we're giving is middle of the road. It's management's best estimates. This is our best expectation for the markets and for the full year at this point in time. I can give you a couple of underlying elements in terms of assumptions that have gone into our plan. So, for example, with our market sensitive businesses, think about the index business. The assumption is flat equity markets this year for the full year. You could say January looks a bit better, and February so far as well. But we're not changing our plan on a month-to-month basis. So on average we're expecting markets to be flat. That is the assumption that have gone into the index outlook, as well as 20% declines in ETD volumes coming from elevated levels last year, as well as flows to be more or less in line with what we have seen in previous years. And then with respect to the other market sensitive businesses, we already gave you some of the assumptions for ratings, so that is has gone into the plan. We think this is our best estimate at this point in time, given everything we know about the company and the markets.
Jeffrey Silber:
Okay, I appreciate the color. Let me switch gears and focus on AI. Doug, I appreciate you addressing this issue. Obviously, it's a hot issue in the markets today. You guys seem to be ahead of the game with your purchase of Kensho a number of years ago. Where have you gotten the most traction there, and what should we look for going forward?
Doug Peterson:
Well, thank you, Jeff. We're very pleased by the investment we made in Kensho, in addition to investments we've made across the entire organization in decision sciences and AI and machine learning. I recently spent some time with Kensho in Cambridge, and they were able to show me some of the R&D they're doing on large language models, which is something that's in the press every day right now. We're seeing that for the financial markets, we've been able to harness the data and the language that we already have inside of the company to develop some very interesting products. But since Ewout oversees Kensho, I think I should hand it over to him to finish the answer.
Ewout Steenbergen:
Jeff, let me first give you a number of data points in terms of what Kensho is exactly doing today for the organization. And it's actually really mind blowing if you hear these numbers. So a product called Kensho link has saved over 2-million-hour ingesting data sets, strategic data sets, expanding data sets for our customers. Also, link has at this moment achieved 1 million unstructured private market, private entity data into our database, into our platforms, and connected to the market intelligence ID numbers of those entities. There are two other products called EXTRACT and NERD that have enriched 73 million documents on the Cap IQ Pro platform. It has ingested $10.5 million investment research reports on the Cap IQ Pro platform. And Scribe, which is our language speech to text model, is saving 250,000 hours of men work per year for transcripts. Annual savings of that are approximately $9 million. And the list can go on. But those are some data points. Sometimes it's not really understood what Kensho is exactly doing, but it's really impressive. And I hope you agree with me when you hear those numbers. But now shifting to the future of Kensho, because you are right. Kensho's really sweet spot is natural language processing. And everything that we're reading today about large language models is exactly in that sweet spot. So Kensho is today already developing a financial language model called FinLM, which is trained on the S&P Global data assets. It's very expensive to develop large language models. The cost of the compute is very high. But if you have stronger data sets, higher quality data sets, actually that's a differentiating factor. So we're avoiding very significant compute time and costs, so to say. Also, Kensho is developing something new. That's the Kensho Solver which is the AI solution to answer the most complex financial number questions. You also can read about large language models actually not being so strong in math. And we are working on a solution in this area as well. So if you just add it all up, I think what Kensho can be doing for the company and where it's working on, it's very impressive. And we're very pleased that we are so far ahead in acquiring this company already five years ago.
Operator:
Our next question comes from Craig Huber from Huber Research Partners.
Craig Huber:
Great. Good morning. My first question let's focus a little bit, if we could, on the ratings outlook you have for build issuance this year. Curious if you could give us a little further thought on your outlook for this year for high yield and for bank loans. Maybe throw in CLOs if you would as well.
Martina Cheung:
Hi, Craig. Yes, it's Martina here. Thanks for the question. So our outlook for this year is overall up 2.5%. The underlying factors, everything Doug had highlighted in his presentation, but 8.5% on corporates, 3% on FS US Public finance around 5%. And we're projecting a decline in structured finance of about 7%. We don't break out high yield and bank loans specifically, Craig. But what I can say is as you all know, high yield in 2022 was a really low year. And so we see growth in the high yield market this year. I think on the bank loans and CLOs, maybe what I can just touch on is the expectation for the research team underpinning that 7% decline in structured finance does reflect some concern around the pipeline for CLOs which we characterize or capture in the Structured Finance Act.
Craig Huber:
Okay, thank you. And my follow up. When you think about pricing throughout the portfolio, where should we expect pricing that might be higher this year than normal, maybe more normalized 3% to 4% price. What areas would you highlight the price might be coming ahead of that. Thank you.
Ewout Steenbergen:
Craig, in general terms, we always start to think first about what we do for the customer, the value we generate. The good news is that most of our products are must have products with a very high contribution to our customers. And obviously, that is the first element we take into consideration when we start to think about pricing. Pricing obviously needs to reflect also our cost price. Cost price is going up given the higher inflationary environment. So we believe we have across the board, depending on facts and circumstances, customer relationships, depending on certain products in one area or another area. But in general, we have an opportunity to pass on higher price increases given the higher inflationary environment.
Operator:
Our next question comes from Faiza Alwy from Deutsche Bank.
Faiza Alwy:
Yes. Hi, good morning. So my first question is I want to take advantage of Martina being on the call. Martina, it seems like the high yield market has really outperformed expectations so far this year. It's only been a few weeks, but I think just today we have a new deal announced for [inaudible], which is high yield and I think has been surprising. So give us your view on has this been surprising for you and how do you expect sort of the high yield market to evolve through the course of this year?
Martina Cheung:
Yes, thanks so much for the question. Look, I mean, as I mentioned at the last point, ‘22 was just a really low base from which to compare so we absolutely do expect to see growth and high yield as it relates to January and this week, it's really too early to call. We still have quite a few puts and takes on this in terms of the macro variables. But overall, I would guide to what we've been saying around our expectations first half, second half, how the macro factors play into our overall issuance expectation and how that plays into our build issuance trends.
Faiza Alwy:
Got it. Thank you. And then secondly, a bigger picture question around the revenue synergies. Question around revenue synergies. You've talked about an $85 million run rate for 2023. Give us some additional color on again, sort of where you've seen these revenue synergies take place, where you have the best result, and then how do we bridge sort of what's the next step to get to that at $350 million loan term.
Ewout Steenbergen:
Faiza, let me start with a general answer, and then I hand it over to Adam for some additional color in market intelligence. So in general, what we are seeing is very good activity from a cross-sell perspective. We're speaking about 6,700 referrals or leads that have already been generated, both intra deficient and inter-deficient, with very positive conversion levels across the company. So what we're seeing in general is that customers are really happy to talk to us about what more we can bring to them, how we can add more value. The next phase is, of course, to start to focus on new product development. So that will be the next wave of revenue synergies. But we feel we're definitely well on track ahead of the timing and the planning that we had originally. And I handed over to Adam for some additional color.
Adam Kansler:
Thanks. It's a great question because this is probably the most exciting part of what happens in a merger and bringing together the set of capabilities that we now have. In 2022, this was mostly about cross-sell, selling our products to expanded customer bases that gave us a good early start. And in this first year, we were able to perform on that type of synergy realization. As we move into 2023, as Ewout described, it really becomes about building new products that we're able to now deliver because of a combined set of capabilities. Already in 2023, I think five of our combined product capabilities are already generating revenue. We have over 20 in the pipeline, and this is just in market intelligence alone. These are things like building our sustainability data and capabilities into our workflow solutions, expanding the capacity and capabilities of our desktop with fixed income and loans information, bringing together workflow solutions, and incorporating much larger data sets for customers to think about private markets customer who also wants to look at public company comparables for basic financial analysis. Those types of combined product offerings are what give us a lot of confidence in our total revenue synergy targets over $300 million as we get out into later years. And as I mentioned, the most exciting part of what we're doing.
Operator:
Our next question comes from Owen Lau from Oppenheimer.
Owen Lau:
Hey, good morning. Thank you for taking my questions. Could you please add more color on your partnership with AWS, you announced yesterday? And I think it's also somehow related to how you will deploy Kensho in this partnership. But how should we think about the incremental revenue and expense control opportunity here would be great. Thanks.
Doug Peterson:
Owen, this is a relationship that we've had for many years. And when we put together the two companies and had our merger, we realized that both of us had already very strong relationships with AWS. We had been on a cloud switch for many years. A few years ago, before the pandemic, I was visiting an acre of a data site where we had hundreds and hundreds of servers. And I said, why do we have all these servers? Should we be in the business of having server farms? And we started a transition in moving to AWS. So over the years, we've developed an incredible partnership with them. And you saw yesterday the culmination of the merger where we've come together to combine contracts to come up with a new approach to how we're going to run our day-to-day operations. But most exciting is the opportunities as this brings for strategic cooperation, for developing new products, for being able to serve customers with completely new opportunities. When we look at our data sets that we have, some of the data that AWS has, how we can bring those together to do completely new innovation. We talked earlier about large language models, the other types of artificial intelligence and machine learning that are shaping markets of the future. We think that the two companies together can accelerate what we're already doing. We see that AWS has, for us been an incredible partner. We're pleased with this approach to a contract. We just signed the contract yesterday. In addition, that we will follow up with some strategic aspects later on and follow up. But you asked some questions about the financial aspects, and I'll ask Ewout to answer that part.
Ewout Steenbergen:
Good morning, Owen. If you're think about the contractual agreement we're having with AWS, this is about a $1 billion spent in total over the next five years. And to put that in perspective, we will continue with a multi cloud philosophy and in total according to our forecast, we would actually be spending more than a $1 billion on cloud computes over the next couple of years. So this is not an increase in spend in total. This is exactly in line, or actually is our total cloud forecast is actually higher than this particular number. But what this brings to us is two very significant benefits. The first is of course that by combining the S&P Global and IHS Markit contracts at this moment in this new partnership with AWS, we will be able to generate very significant cost synergies as part of the new contract. And secondly, as Doug already said, and this is actually more important from my perspective is the strategic partnership because this will help to advance our technology innovation. We will be able to combine leading technologies and platforms and data sets of both companies. We'll be able to add specific capabilities that we are having on both sides, including the Kensho AI capabilities of course. And the most important that will end up with a really very incredible customer experience that we expect to enhance over the next few years.
Owen Lau:
Got it. That's very helpful. And then the other one is on your investment in private market. So what kind of angle or what kind of new solutions you will be launching this year? And I know you're going to provide more disclosures on revenue this year, but do you have any target this year? Thank you.
Adam Kansler:
Hi, Owen. It’s Adam. Happy to take that. So private markets continue to expand. You're seeing continued issuance of private debt, increasing regulatory pressures for disclosure, needs to monitor, report, test and report against sustainability metrics. Manage large private equity and private credit portfolios that requires things like valuations, reporting tools, portfolio monitoring tools. These are all areas where we already have a significant footprint, and we're well positioned to deliver additional solutions to the market. While you see in this year some tempering and fundraising, I think everyone agrees this is an asset class that will continue to grow. And the types of solutions that I described, workflow solutions, regulatory reporting, valuations, portfolio monitoring, all have significant room for continued growth.
Martina Cheung:
And Owen, this is Martina. I'll just add in a little bit here from a rating standpoint. So private markets, it does contribute quite a bit to our overall business, whether it's in syndicated loans through M&A, LBO activity, et cetera. And we also obviously rate the asset managers, the portfolio companies sponsor, BDCs, and we do quite a bit of credit analysis work to support multiple users in that sector. We have good relationships with key players, and we've been ramping up engagement over the last couple of years. A lot of good dialogue, a lot of interest in new opportunities. What we saw in private debt specifically in 2022, was a growth that was fueled somewhat by the closure of the public markets. And we have heard a lot of interest from customers with pent-up demand looking to come back to the public markets. But overall, we see there's a lot of opportunity here, not just in business and activity coming back to the public markets, but also in working very closely with our private market clients.
Operator:
Our next question comes from Stephanie Moore from Jefferies.
Stephanie Moore:
Hi, good morning. Thank you for the question. I wanted to touch on the mobility business. I think there's a lot of dynamics that are happening in 2023, whether it's a decline in used car prices, increased production in new, how do you view the business is going to kind of stack up this year just given all these dynamics, I think in the CARFAX has proven to be pretty resilient, but at the same time, I think could benefit in this environment. But would love to get your thoughts that maybe that's not the right way to think about it or if there's other drivers that we should be aware of. Thanks.
Doug Peterson:
Yes, Stephanie, this is Doug. When you look at the mobility business, you have to think about all of the different capabilities that we have across the business. And this starts with CARFAX, which you mentioned. There's a set of products, automotive mastermind, Polk Analytics. What you think about is it all the way from the OEMs to the suppliers, to the dealers, to the insurance companies, to the financial institutions that are financing the automotive sector. All of them are looking for data and analytics. And we've seen an incredible digital transformation that has taken place over the last three years with a lot of volatility in the automotive markets. And all of this has driven all of these different types of players to the mobility business for data, for analytics, for research, for forecasting. In addition to that, we see an incredible transformation taking place in the industry with electric vehicles. And so electric vehicles are also introducing a new element which is also bringing all of these types of people back to the markets for more data and analytics. We've seen that we can benefit in different of types of markets depending on whether it's used cars, it's new cars, whether it's, how a dealer is going to be working with incentives. And so we believe that the market is’ that the business is very resilient depending on whatever the factors are. We're watching very carefully and we actually use our own data to forecast our own business.
Ewout Steenbergen:
And, Stephanie, let me give you in terms of some of the revenue drivers a little bit, in addition to what Doug said. So with the market normalization, the higher inventory levels, the prices for new and used cars that are coming down, we see the following dynamics for our revenue drivers. On the one hand, that will mean that margins for OEMs and dealers most likely will come down a bit, having an impact on some of the retention levels. But on the other hand, we have the marketing and sales products that are being used and there will be a higher demand going forward for those products. So you could say there is a kind of an offset in terms of the new dynamics in the different revenue streams that we're having. Therefore, we are quite confident that we're able to hit that 6.5% to 8.5% growth level in the current automotive market and the new dynamics that we're are seeing.
Stephanie Moore:
Thank you. And then, just given the current market dynamics, do you think that we could expect to see maybe more and potential M&A activity as well as, are there other opportunities as you kind of evaluate your current portfolio for maybe divestitures or sales that might make sense kind of going forward. How would you kind of characterize those opportunities? Thanks.
Doug Peterson:
As you know, we look at the key secular trends and drivers of value across all of the markets. And you heard us talk about those on Investor Day. They relate to things like the changes that are taking place in capital markets, internationalization of financial markets, private markets. We've talked about sustainability, the shift from active to passive, supply chain analytics, the approach to all companies looking at becoming digitized, and how data and analytics play. And so we look across our portfolio, we look at what are those growth drivers for each of our businesses? And as you know, we could be opportunistic if we looked at something for some sort of opportunity to bring a business into the portfolio. But we also know that we are going to look over the long run and see what is the type of portfolio we want to have. Are we the best owner of the businesses that we have in the portfolio? So you should assume that we're going to continue with the discipline we've always had when it comes to M&A.
Operator:
Our next question comes from Manav Patnaik from Barclays.
Unidentified Analyst :
Good morning. This is Brendan on for Manav. Just wanted to ask on the ESG and climate transition revenue, which you guys are reporting on, which will be great. So what are you including in that and what's driving your assumption for the growth in 2023?
Ewout Steenbergen:
Good morning. So if you look at the revenue that's we have reported for 2022, under the old definition and inclusion for ESG, $209 million. We're adding three new categories. And therefore we call the new revenue base sustainability and energy transition. You can find the details in the appendix of the slide deck. But the three main categories that we're adding is revenues from e-fees and that is coming from the mobility business, revenues with respect to energy transition for the commodities insights business and then thematic factors coming from the index business. So those three categories we are adding into the new definition that brings the baseline for 2022 to $247 million and then we expect to grow from there with the CAGR of about 34% over the next few years. And our expectation is still that this will become an $800 million business by 2026.
Unidentified Analyst :
Great, thank you. And then just switching over just to the maturity walls, I guess just what are you hearing from corporate treasurers? I know obviously the 2024 we expect to see pick up in the next couple of years, but they could still wait a little longer if they want to. But at the same time, rates and spreads have kind of settled. So just what are you hearing from treasurers on that?
Martina Cheung:
Hey Brendon, it's Martina. I can answer that question. So obviously, as part of our issuance, we look for associate the maturity wall data. It's a little difficult to figure out specifically the precise numbers around things like refinancing, which I think goes to the heart of your question. We know historically much of what gets labeled as general corporate purposes has been used for refinancing. What I would say is we're seeing, as you would have seen in our presentation, about $2 trillion to $2.5 trillion in corporate debt rated by us maturing over the next six years. 2023 still has about $1.8 trillion of maturities as of January 1. So we expect refinancing activity this year with any potential early refinancing coming from 2024 maturities. A couple of the key points in terms of what we hear, we don't see any indication of deleveraging, for example, on a meaningful scale. We also are paying close attention to what we see in terms of inflation and interest rates stabilizing somewhat in the second part of the year. So there's still some room for opportunistic issuance, but it's pretty uncertain, as I'd mentioned earlier.
Operator:
Our next question comes from Jeff Meuler from Baird.
Jeffrey Meuler:
Yes, thank you. I think, for Martina, how closely our current resources within ratings aligned to recent volume trends. Obviously, there's been a lot of ebb and flow in volumes in recent years. I guess just wondering to what extent you have excess capacity. And we see good incremental margins other than the incentive comp normalization with incremental revenues or I don't know if you're running tighter than it may appear, given that maybe things were stretched in a couple of years ago. Thank you.
Martina Cheung:
Thanks for the question, Jeff. Well, we try to manage our business to absorb shocks, and you'll see that we've maintained our analytical capacity over the last couple of years in some higher growth areas, we've invested a little more capacity ahead of a recovery that we're expecting later this year. The market, as you know, needs our research or insights around the ratings. And the demand for this increased dramatically during the last couple of years with the uncertainty and the volatility. So we've worked very hard to maintain our capacity for that, as well as to anticipate increases in the latter part of this year in volumes. We have done some small changes in the past year or so as part of continuing to enhance our operating model. And as I said during Investor Day, always prudent with our expenses, very disciplined around all the levers that we have, whether it's location, strategy, T&E. And of course, we have benefited substantially from the shared cost synergies with the merger. And the last point I would make on this is in any extreme scenario, we clearly examine all of our options, but right now, we are very comfortable with the analytical levels that we have.
Operator:
Our next question comes from Ashish Sabadra from RBC Capital Markets.
Ashish Sabadra:
Hi. Thanks for taking a question. I just wanted to, I have two-part question on the market intelligence, first is on the credit and risk solution. There was a modest slowdown there. There was a reference to financial risk analytics. I was wondering if you can talk about how should we think about those trends going into ‘23? And then my second question was just on the data and advisory solution that continues to be pretty strong. And I was wondering if you can talk about how the combination of IHS and S&P data on global marketplace has been driving more customer conversations on that front, and also how the cloud distribution can potentially -- sorry, has the potential to further accelerate the growth in that business. Thanks.
Doug Peterson:
Ashish, thanks for the question. First, let me just take the credit and risk solutions piece of the question. We mentioned FRA, this is a business that is a large software delivery, had a large delivery in Q4 of 2021. So you have a year-on-year comparable that made Q4 of 2022 a challenging quarter. So I think that's the thing that Ewout called out earlier that you're referring to, the underlying business remains very strong. This is our ratings direct; ratings express capabilities and they continues to grow as it has historically. Actually it has a really exciting path forward as we move more and more capabilities into our corporate customers and in particularly our credit analytics capabilities. So quite excited about that forward. Second, I think you asked about our data and advisory solutions. This is the broad set of data capabilities that we can bring to bear for our customers. Even just this morning, I saw a large win with an Australian bank where because of the combined sets of data that we now have in the combined enterprise, we're able to respond to very broad RFPs to satisfy needs of customers across a wide range of applications and credit and risk management within their firms. So I do expect that to continue. I think even as the synergies come more to the front and we're able to integrate those data sets together. And this will lead into an answer to your cloud question, I think as we integrate those data sets together more and more, we're increasing the scope of opportunity we have to even further accelerate in our data advisory businesses. On the cloud, many of our applications today already run in the cloud, as Ewout highlighted in the description of the AWS relationship. This is a long-standing relationship. What we're about to do now is to launch the next phase and really complete that full cloud migration. Once all applications and our data capabilities are in the cloud and we've launched a full multi cloud capability across our data sets, this gives us the opportunity to be much more efficient in developing new products, delivering those products out to customers in the way that they want, making available wide sets of data for the application of data science and artificial intelligence. I really do think this is a very important part of the continued acceleration and the broad scope of capabilities we have within market intelligence and you'll see that reflected in that data advisory business and many of the other solutions that we deliver out to customers.
Operator:
Our next question comes from Russell Quelch from Redburn.
Russell Quelch:
Yes, thanks very much. First question is on buybacks. This may just be a check, but when you return the after-tax capital from the Engineering Solution sale, will that be considered part of the $3.3 billion permissible buyback for 2023, or would this be incremental to that?
Ewout Steenbergen:
That’s included in the $3.3 billion, Russell, so how that build up is how you can take our free cash flow forecast and guidance for this year, 85% of debt deduct, the dividends that we will pay out after the $750 million proceeds for Engineering solutions. And that brings you to the $3.3 billion capacity for buybacks for 2023.
Russell Quelch:
Perfect. Thank you. And my second question is probably for Martina, it is for Martina. The chart on slide 15 shows maturities is always expected to be about $1.8 billion, if I get my [inaudible] out for this year. Can you give us an idea of how big maturities were last year in 2022 so we can back out what the impact of maturities is on expected growth versus pricing and new issues?
Martina Cheung:
Yes, thanks for the question, Russell. I don't have the ‘22 maturity numbers in front of me. There's maybe a way to let me know if this is helpful. 2022, we saw overall lower volume of maturities, and the reason why is because you actually have to go back two years prior to that, there was a ton of pull forward done and opportunistic tapping to the market done in 2020 and 2021 because rates were so low. So not sure if that's helpful for you, but the number you're seeing for 2023 in our charts is $1.8 trillion as of the 1 January of this year. We're anticipating that. We think there is possibility for a little bit of pull forward from ‘24, but we really have to see how the year plays out between the first and second half.
Russell Quelch:
Okay, yes. Sorry. That's a billion. Yes. So just to check your answer there so the number of $1.8 trillion is higher than what you saw in 2022 or lower than what you saw in ‘22?
Martina Cheung:
It's higher what was executed, compared to what was executed in ’22 was higher on refinancing.
Operator:
Our final question comes from Shlomo Rosenbaum from Stifel.
Unidentified Analyst :
Hi, this is Adam for Shlomo. What were the onetime expenses for indices? And can you provide more color on the strategic investments in this unit? I know you mentioned multi asset class indices earlier. Can you talk about anything else beyond that?
Ewout Steenbergen:
So, if you look at expenses for the index business in the fourth quarter, you should see that in the context of that, this is a business that is investing in the context of driving faster future growth. And one of those things that you see in the quarter is some consulting spend to help the business with a very large transformation to move to more agile working environment, to be much faster in terms of product development, much faster in terms of new entrepreneurial initiatives. And that needed some investments in the quarter from a consulting perspective to make those changes. Also, what you see is strategic investments in new product areas like multi asset class that was already discussed early in the call, but also sustainability, thematic factors, et cetera. So that should position the index business very well to deliver on the double-digit revenue growth in 2025 and 2026 that we discussed during our Investor Day with margins in the high 60s level. So really, I have to say I'm really impressed by the index business. They take very decisive actions. They're transforming their business and setting themselves up on a faster growth trajectory. And the expenses you see in the fourth quarter, you should interpret in the context of that.
Doug Peterson:
Well, thank you everyone. As I mentioned earlier, despite the challenging market conditions, 2022 was a year of resilience, decisive action, and investment for the future. We're really proud of all the accomplishments we had last year, especially the merger with IHS Markit and our bold new strategic vision powering global markets. This is going to allow us to take advantage of secular trends that we've been mentioning throughout the call, like energy transition and private market markets, and the need for analytics and insights in turbulent markets. And we think we're very well positioned for growth in 2023 and beyond. But the reason we're successful is because of the tremendous people that we have in this company. And I want to thank them again for all the work that they did throughout 2022 and all they're doing to help shape the future of S&P Global. I also want to thank all of you to join the call today for your excellent questions. We are very excited about our future and can't wait to share more with you throughout the year. So thank you for joining us today.
Operator:
That concludes this morning's call. A PDF version of the presenter slides is available now for downloading from investor.spglobal.com. Replays of the entire call will be available in about two hours. The webcast with audio and slides will be maintained on S&P Global's website for one year. The audio only telephone replay will be maintained for one month. On behalf of S&P Global, we thank you for participating. And wish you a good day.
Mark Grant:
Good morning, and thank you for joining today's S&P Global Third Quarter 2022 Earnings Call. Presenting on today's call are Doug Peterson, President and Chief Executive Officer; and Ewout Steenbergen, Executive Vice President and Chief Financial Officer. We issued a press release with our results earlier today. If you need a copy of the release and financial schedules, they can be downloaded at investor.spglobal.com. The matters discussed in today's conference call may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including projections, estimates and descriptions of future events. Any such statements are based on current expectations and current economic conditions and are subject to risks and uncertainties that may cause actual results to differ materially from results anticipated in these forward-looking statements. A discussion of these risks and uncertainties can be found in our Forms 10-K, 10-Q and other periodic reports filed with the U.S. Securities and Exchange Commission. In today's earnings release and during the conference call, we're providing non-GAAP adjusted financial information. This information is provided to enable investors to make meaningful comparisons of the company's operating performance between periods and to view the company's business from the same perspective as management. The earnings release contains exhibits that reconcile the difference between the non-GAAP measures and the comparable financial measures calculated in accordance with U.S. GAAP. I would also like to call your attention to a specific European regulation. Any investor who has or expects to obtain ownership of 5% or more of S&P Global should contact Investor Relations to better understand the potential impact of this legislation on the investor and the company. We are aware that we have some media representatives with us on the call. However, this call is intended for investors, and we would ask that questions from the media be directed to our Media Relations team, whose contact information can be found in the press release. At this time, I would like to turn the call over to Doug Peterson. Doug?
Douglas Peterson:
Thank you, Mark. We're pleased to discuss our third quarter results and how we're growing, innovating and executing with discipline even in the face of a challenging macroeconomic backdrop. With each quarter that passes, we see further evidence of the strength of our combined company. While no one could have predicted what this year would have looked like, we have benefited from the diversification of our revenue and profit streams and that ballast has provided great resilience as we continue to navigate choppy waters. . It's been nearly two years since we announced the merger, and I'm proud of the progress we've made. We continue to put the customer at the core of everything we do and we continue to demonstrate a clear commitment to our people while maintaining a high standard of operational excellence. We have an incredibly bright future, and I'm excited to share more with you about our strategic vision at our Investor Day on December 1. As we look at our third quarter financial highlights, I want to remind you that the adjusted financial metrics we'll be discussing today refer to non-GAAP adjusted metrics in the current period and non-GAAP pro forma adjusted metrics in the year ago period. Revenue decreased 8% year-over-year or 6% ex FX, with growth in four of our six divisions being offset by continued decreases in Ratings, as well as a year-over-year decline in Engineering Solutions this quarter due to the timing impact of a single product that Ewout will discuss later. Recurring revenue increased 2% year-over-year, representing 84% of revenue in the quarter. Adjusted expenses declined 5% year-over-year as cost synergies and disciplined expense management offset some of the inflationary impact we're seeing in labor and technology. Outside of the Ratings business, we saw an average of approximately 250 basis points of adjusted operating margin expansion year-over-year. We're updating our guidance ranges to reflect continued headwinds in Ratings as well as better-than-expected performance in Indices. Guidance ranges for our other four divisions are unchanged from last quarter. I'd also like to share a few other highlights from the third quarter. As I mentioned, we're coming up on two years since the merger was announced and nearly eight months since the close. Our post-merger integration efforts are proceeding on track, but very importantly, we're outperforming on both cost and revenue synergies. Our customer conversations remain encouraging despite the economic environment. We continue to see significant growth in multiple business lines due to secular trends that will likely benefit us for years to come, like energy transition as well as the near-term benefit we see from volatility and the need for insights and analytics in times of turbulence. We also remain committed to the capital allocation plan we laid out for you at the time the merger closed. We're on track to deploy the full $12 billion in funds for accelerated share repurchases by year-end. Turning to the commercial success we're seeing in the business. The merger continues to generate encouraging conversations with our customers about the increased value we offer as a combined company. In Market Intelligence, we developed a strong commercial pipeline in September, and we believe we will see a reacceleration of the Desktop business in the fourth quarter. Between Market Intelligence and Commodity Insights, we've generated well over 3,000 cross-sell referrals since the merger closed, and the conversion rates are strong. Despite the issuance environment, our Ratings teams remain highly engaged. We remain connected with investors and issuers to maintain relationships and ensure we have the appropriate understanding of their needs in advance of any recovery in the debt markets. Commodity Insights and Mobility are both seeing significantly improved retention rates relative to recent history as well as strong competitive wins and new customer growth. We saw a very important win in our Indices business this quarter as a large Japanese asset manager launched the first cross-asset ETF in Japan based on both iBoxx Fixed Income and S&P Dow Jones Equity Indices. While it's still early in our efforts in cross-asset indices, this launch is powerful proof of the demand for such products among global asset managers. Now to recap the financial results for the third quarter. Revenue decreased 8% to $2.86 billion or 6% constant currency. Our adjusted operating profit decreased 12% to $1.3 billion. Our adjusted pro forma operating profit margin decreased approximately 200 basis points to 46% as both profits and margin were negatively impacted by the decrease in Ratings transaction revenue, partially offset by cost synergies realized in the quarter. Our non-Ratings businesses in aggregate grew revenue 4% in the quarter compared to prior year. As you know, we measure and track adjusted segment operating profit margin on a trailing 12-month basis, which was 45.5% as of the third quarter. Despite the impact of the issuance environment, we benefited from the resiliency of our businesses as well as disciplined cost management and cost synergies to significantly moderate the impact to our adjusted EPS, which declined only 4% year-over-year. Looking across the six divisions, I'm pleased to report positive growth across four of our divisions, with Ratings continuing to work through a difficult issuance cycle and Engineering Solutions entering an off-cycle quarter without the sale of a core product that is released once every two years. Throughout the year, we've seen outsized growth in certain products as customers depend on our data and information to make informed decisions during uncertain times. We saw double-digit revenue growth in multiple product lines as a result. Within our Indices business, revenue from exchange-traded derivatives outperformed our internal expectations, growing nearly 40% year-over-year. Our CDS Indices, which include the CDX and iTraxx index families, increased 66%. Markets continue to recognize our leadership in areas like climate and financial data, and we provide a consolidated platform on which to access information, whether it's tracking market movements, company performance or identifying physical risk from weather events, our customers continue to come to us for help navigating the uncertainty. This is evident in the growth we saw in key product offerings for Market Intelligence, including Trucost and Equities, Data and Analytics. I'm pleased to mark the first anniversary of the launch of Platts Dimensions Pro, a one-stop experience across Platts benchmark price assessments; news and analytics spanning 13 commodities, including energy transition. Over the last year, we've continuously increased functionality, introducing new features on a regular basis. This unified platform is gaining clear recognition with active user growth nearly doubling in just the last six months. Moreover, some of our newer benchmarks continue to expand their market presence, our low-sulfur marine fuel assessment is a great indicator of the trajectory of a successful new benchmark. Assessments like this often take multiple years to truly scale and become literal market benchmarks. In the third quarter, approximately 1.3 billion barrels of fuel were traded based on price assessment, representing a 15% increase compared to last year. Our iron ore assessment has been the primary physical market pricing reference for seaborne fine iron ore delivered to China for over 10 years, and it's still growing at an impressive rate. We understand the importance of reliable market benchmarks to the secular energy transition story, and we're positioning ourselves for long-term success. The chart on the right shows the cumulative number of new assessments we have launched and energy transition over the last two years. These include a new suite of Australian hydrogen prices covering one of the key producers of this future fuel as well as the Methane Performance Certificate that we believe will be an integral component of low-carbon crude trading. Now turning to issuance. During the third quarter, global-rated issuance decreased 40% year-over-year; in the U.S., rated issuance in aggregate decreased 47%; European-rated issuance decreased 19%; and in Asia, rated issuance declined 47%. High yield was down by 80% year-over-year in both United States and Europe and was down nearly 100% in Asia. Structured finance in Europe was the only positive regional category in the quarter, increasing 7% year-over-year. We've included additional details on the subcomponents of issuance by region in the slide deck. We continue to make significant progress in our sustainability products. ESG revenue increased nearly 40% year-over-year to nearly $50 million in the quarter. We saw continued innovation in our ESG indices and the market recognition of our strength. We launched the S&P Net Zero 2050 Carbon Budget Indices, and we ended the quarter with ESG ETF AUM of $35 billion, an increase of 7% year-over-year in a down market. Within Market Intelligence, we launched enhanced Physical Risk Exposure Scores and Financial Impact data sets to support clients as they seek to understand and manage the physical and financial exposure to climate change. Our Ratings division continues to see success here as well, completing 13 ESG evaluations and 23 Sustainable Financing Opinions in the quarter. One of the most important competitive advantages in our ESG efforts is the Corporate Sustainability Assessment, which is an annual comprehensive assessment completed in partnership with participating companies. The S&P Global brand and everything it stands for continues to drive growth in the number of companies seeking to partner with us in this assessment process. Year-to-date, we've seen more than 2,300 companies opt in, a more than 25% increase from the same time last year. Now turning to the outlook for the remainder of the year. Beginning with our issuance forecast. Our Ratings research team is expecting an approximately 19% decline in global market issuance, including both rated and unrated issuance for the full year. This compares to the previous forecast of down 16%. Importantly, our financial results and guidance are more closely tied to billed issuance, which can differ materially from market issuance as we described last quarter. Year-to-date, market issuances declined approximately 14%, while billed issuances declined approximately 42%. Based on the trends we saw in September and October, we now expect billed issuance to be down approximately 45% to 50% for the full year. When we look to the broader macroeconomic environment for the rest of 2022, we continue to see further deterioration from what we expected in August. In addition to the downward trend in issuance, our expectations for GDP growth, inflation and the commodities markets have all lowered. With only two months left in 2022, we wanted to provide what will likely be the final update on some of the macroeconomic indicators we're using to help inform our financial guidance for the year. We'll not be discussing our expectations for 2023 on this call, but we will be closely monitoring both the internal and external indicators of our business over the coming months. And we'll plan to provide our initial 2023 outlook at the customary time when we report our fourth quarter results early next year. Before I turn the call over to Ewout, I want to thank the incredible people we have at S&P Global. Our people have executed well in a challenging environment this year and have delivered great value for our customers and the organization while managing a complex integration. I'm confident that we're well positioned to drive long-term growth and create long-term value for our shareholders. With that, I'll turn the call over to Ewout to walk through financials and guidance. Ewout?
Ewout Steenbergen:
Thank you, Doug. Doug has already discussed the headline financial results, and I would like to cover a few other items. As Doug mentioned, the adjusted financial metrics we will be discussing today refer to non-GAAP adjusted metrics for the current period and non-GAAP pro forma adjusted metrics in the year ago period, unless explicitly called out as GAAP. Adjusted results also exclude the contribution from divested businesses in all periods. Adjusted corporate unallocated expenses improved from a year ago, driven by a combination of synergies and reduced incentive costs. Our net interest expense decreased 17% as we benefit from lower average rates due to refinancings following the merger. Adjusted effective tax rate was up modestly, but towards the low end of the guidance range we expect for the full year. As most are aware, we exclude the impact of certain items from our adjusted diluted EPS number. Among those items in the third quarter were approximately $108 million in merger-related expenses. The details of which can be found in the appendix. We generated adjusted free cash flow, excluding certain items, of $965 million. We remain committed to returning the majority of this cash flow to shareholders through dividends and share repurchases. Year-to-date, we have deployed $11 billion towards share repurchases, and we expect the final $1 billion of our previously announced ASR program to be completed by year-end. We note that the U.S. dollar remained strong against many foreign currencies, and we've seen a corresponding impact on both our revenue and expenses. As a reminder, approximately 3/4 of our international revenue is invoiced in U.S. dollars, which provides some protection to revenue against FX volatility. In addition to the natural hedges that exist due to the global footprint of our people, we have a hedging program in place that further mitigates the ultimate impact on our earnings. For the third quarter, we saw a $0.03 favorable impact to EPS from foreign exchange and hedging programs. Turning to expenses. We are committed to disciplined expense management in this current environment. And similar to last quarter, we highlight the levers we continue to pull to protect margins where we can while still preserving our investments to drive future growth. Actions taken include pull forward in synergies, a reduction in incentive accruals, adjustments to the timing of certain investments and pausing select hiring and limiting consulting spend in some areas. Through cost synergies and other management actions we have taken so far this year, we expect to generate more than $400 million in expense savings for 2022. Now I would like to provide an update on our synergy progress. In the third quarter, we achieved $165 million in cumulative cost synergies and our current annualized run rate is $311 million. I'm pleased to report we continue to outperform our initial time line on both revenue and cost synergies year-to-date. The cumulative integration and cost to achieve synergies through the end of the third quarter is $641 million. Given the outperformance on the timing of our synergies, we now expect to achieve slightly more than the 35% to 40% of total cost synergies in 2022 that we were targeting previously. Now let's turn to the division results and begin with Market Intelligence. Market Intelligence revenue increased 4% with strong growth in Data and Analytics, offset by slower growth in Desktop and flat growth in Enterprise Solutions. For this quarter, recurring revenue accounted for approximately 96% of Market Intelligence total revenue. Expenses were roughly flat this quarter with increases in compensation expense, cloud spend and outside services being offset by cost synergies and lower incentive compensation. Market Intelligence remains the biggest driver of cost synergies from the merger and the synergy outperformance we have seen year-to-date. Segment operating profit increased 13%, and the segment operating profit margin increased 260 basis points to 33.9%. On a trailing 12-month basis, adjusted segment operating profit margin was 30.9%. The OSTTRA joint venture that complements the operations of our Market Intelligence division contributed $19 million in adjusted operating profit to the company. As a reminder, because the JV is a 50% owned joint venture operating independent of the company, we recognize their results on an after-tax basis and do not include the financial results of OSTTRA in the Market Intelligence division. Looking across Market Intelligence, there was growth in most categories. And on a pro forma basis, Desktop revenue grew 3%, Data & Advisory Solutions revenue grew 7%, Enterprise Solutions revenue was flat and Credit & Risk Solutions revenue grew 7%. For Desktop, we saw slower growth this quarter, driven in part by the timing of certain revenue recognition items, and we expect desktop to reaccelerate in the fourth quarter. For Enterprise Solutions, the business line continues to see headwinds in several of our volume-driven products that rely on equity and debt capital markets activity under variable subscription terms. Excluding the impact of FX and these volume-driven products, growth across Market Intelligence would have been approximately 7% year-over-year. While we remain confident in the long-term growth of all these product lines, we expect deceleration in categories outside of Desktop to persist in the fourth quarter. Now turning to Ratings. Ratings continued to face difficult market conditions this quarter as issuance volumes remained muted with revenue decreasing 33% year-over-year. Transaction revenue decreased to 56% on the continued softness in issuance we highlighted earlier. Non-transaction revenue decreased 6% on a reported basis and 2% on a constant currency basis primarily due to lower Rating Evaluation Services and initial Issuer Credit Ratings, partially offset by increases in CRISIL, ICR and RES revenue are historically correlated with the relative strength of the issuance environment and M&A activity, respectively, and the declines we are seeing here are purely indicative of those market conditions. Expenses decreased 19%, primarily driven by disciplined expense management, including lower incentive expenses, partially offset by increased salary and fringe expenses. This resulted in a 41% decrease in segment operating profit and a 750 basis points decrease in segment operating profit margin to 55.9%. On a trailing 12-month basis, adjusted segment operating profit margin was 57.9%. Now looking at Ratings revenue by its end markets. The largest contributors to the decrease in Ratings revenue were a 44% decrease in Corporates and a 31% decrease in Structured Finance, driven predominantly by structured credit. In addition, Financial Services decreased 20%, Governments decreased 33%, and the CRISIL and other category increased 9%. And now turning to Commodity Insights, revenue increased 5%, driven by strong performance of subscription products, including those within Price Assessments and Energy & Resources, Data & Insights lines. However, that growth was impacted by the Russia-Ukraine conflict. As noted on the slide, revenue related to Russia contributed $12 million in the third quarter last year and made no contribution in the third quarter this year. Excluding this impact, Commodity Insights would have grown approximately 8% in the third quarter. There's no change to the expected impact from this conflict. But as a reminder, on an annualized run rate basis, we expect Commodity Insights revenue and operating income to be lower by approximately $52 million and $51 million, respectively. For this quarter, recurring revenue contributed 91% of Commodity Insights revenues. Expenses increased 1%, primarily due to salary and fringe and an increase in T&E expense partially offset by merger-related synergies, lower consulting spend and lower real estate costs. Segment operating profit increased 9%, and the segment operating profit margin increased 190 basis points to 45.8%. The trailing 12-month adjusted segment operating profit margin was 43.8%. Looking across the Commodity Insights business categories, price assessments grew 8% compared to the prior year, driven by continued commercial momentum and strong subscription growth for market data offerings. Energy & Resources, Data & Insights also grew 8% in the quarter, driven by strength in gas, power and renewables and in petrochemicals. Advisory and Transactional Services decreased 1% in the third quarter. The Upstream business was down 2% compared to prior year, mainly driven by higher comps for Software and Analytics products offerings as well as the impact of Russia. Excluding that impact and the impact of FX, Upstream ACV growth would have been positive in the quarter. In our Mobility division, revenue increased 8% year-over-year, driven primarily by continued high retention rates and new business growth in CARFAX. For this quarter, recurring revenue contributed 78% of Mobility's total revenue. Expenses grew 5% year-over-year as we have yet to lap planned increases in headcounts, and we saw continued cloud expense growth, which were partially offset by lower data cost and favorable FX. This resulted in a 14% growth in adjusted operating profit and 200 basis points of margin expansion year-over-year. On a trailing 12-month basis, the adjusted segment operating profit margin was 40%. Dealer revenue increased 10% year-over-year, driven by strong demand for CARFAX as dealerships profitability remain at elevated levels. Manufacturing grew 4% year-over-year, driven by strength in subscriptions and an uptick in the Recall business. Inventory shortfalls continue to temper growth as OEMs spend on marketing initiatives powered by Mobility products remains muted. Financials and other increased 9%, primarily driven by continued strength in our insurance underwriting products and new business. S&P Dow Jones Indices revenue increased 3% year-over-year with strong margin expansion despite lower assets under management. For the third quarter, recurring revenue contributed 84% of the total for indices. During the quarter, expenses were roughly flat as strategic investments and higher information services costs were offset primarily by lower incentives and other expenses. Segment operating profit increased 5%, and the segment operating profit margin increased 100 basis points to 70.3%. On a trailing 12-month basis, the adjusted segment operating profit margin was 68.8%. Asset-linked fees were down 5%, primarily driven by lower AUM in ETFs. Exchange-rated derivative revenue increased 37% on increased trading volumes across key contracts, including a more than 60% increase in S&P 500 Index options volume. Data & Custom Subscriptions increased 10%, driven by new business activities. Over the past year, market depreciation totaled $472 billion. ETF AUM net inflows were $194 billion. This resulted in quarter-ending ETF AUM of $2.3 trillion, which is an 11% decrease compared to one year ago. Our ETF revenue is based on average AUM, which decreased 4% year-over-year. As a reminder, revenue tends to lag changes in asset prices. Given the declines across equity markets so far in the back half of this year, we continue to expect softness in asset-linked fees as we close out 2022. Engineering Solutions revenue declined 8% in the quarter, driven primarily by the negative impact of the timing of the Boiler Pressure Vessel Code, or BPVC, which was last released in August of 2021. The BPVC contributed approximately $1 million in revenue this quarter compared to approximately $8 million in the year ago period. For this quarter, 94% of Engineering Solutions revenues were classified as recurring. Adjusted expenses decreased 7% due to favorable impact on BPVC royalties. On a trailing 12-month basis, the adjusted segment operating profit margin was 19.1%. Non-subscription revenue in Engineering Solutions decreased 63% year-over-year for the reasons I mentioned on the previous slide, while subscription revenue increased 3% over the same period. Now moving to our guidance. This slide depicts our new GAAP guidance. And this slide depicts our updated 2022 adjusted pro forma guidance due to the continued softening of the issuance environment, we now expect revenue to decrease mid-single digits compared to our prior guidance. Some of that impact is offset by the outperformance in indices. The net impact of our lower ratings revenue expectations, combined with the cost measures and capital allocation measures we have outlined today result in our slightly lower margin outlook and a new adjusted EPS range of $11 to $11.15. This margin outlook reflects our continued expectation for approximately 180 basis points of margin expansion outside of our Ratings business. Interest expense is expected in the range of $345 million to $355 million, slightly lower than our previous guidance due to higher interest on our cash deposits and positive impact from currency hedges. We're also reducing our outlook for capital expenditures to $115 million due to intentional delays in real estate investments. Adjusted free cash flow, excluding certain items, is now expected to be approximately $4 billion. The following slide illustrates our guidance by division. Based on this past quarter's performance, we're updating our expectations for adjusted revenue growth and adjusted operating profit margin for Ratings and Indices. The guidance ranges for our other divisions are unchanged. In closing, despite the geopolitical tensions and a challenging macroeconomic environment weighing on the markets, our portfolio of strong businesses continue to prove resilient. Furthermore, I'm pleased with the progress our teams have made since the closing of the merger earlier this year. We look forward to providing you with a deep dive into our businesses and the longer-term outlook of the company at our Investor Day on December 1. And with that, let me turn the call back over to Mark for your questions.
Mark Grant:
Thank you, Ewout. [Operator Instructions] Operator, we will now take our first question.
Operator:
Our first question comes from Owen Lau from Oppenheimer.
Owen Lau:
For the MI Credit Risk Solutions and Data & Advisory Solutions, could you please unpack a little bit on the products and services driving that growth in current backdrop? Are they new customers? Because based on my understanding, many of these products are subscription based. I just want to get a better sense of how you can further monetize it and drive that growth?
Douglas Peterson:
Hi, Owen, this is Doug, and thanks for joining us today. Let me start, first of all, by mentioning that within Market Intelligence, Credit and Risk Solutions has always been a long-term outperformer. It's an area that we see very high demand from the markets for information about credit risk and other types of risk, especially in this market. As you know, the core products in this area are the basic products that are providing information from the Ratings business. So things like RatingsDirect, RatingsXpress. We also have a suite of products like Credit Analytics. And we do see a lot of growth now related to credit climate analytics. This is an area where we're seeing increased interest and demand, especially from financial institutions, especially large global banks. In addition, we're seeing some other growth from areas like traded market risks some names of, I'll say, ex VA, CCR. We have a VAR product, et cetera. And then we have some additional buy-side risk opportunities for clients to look at for market risk and stress scenarios. So if you look at the entire suite of products, we're able to provide the market information at the time when they really want to understand risk.
Owen Lau:
Got it. That's very helpful. And then my follow-up is somehow related to the Ratings business. Could you please talk about your view on how private credit market might have impacted S&P Global Rating business? And how S&P can provide services in this area.
Douglas Peterson:
Yes. Thanks. On the private markets, as we saw earlier this year, there was a retreat of institutional investors and retail investors from credit funds. So there was really no liquidity at the beginning part of this year. It was a combination of people that were risk averse and also looking at the shift between fixed and floating. There were a lot of moves in interest rates. So we saw a retreat from the traditional loan funds and high-risk investors that left the markets. That left an opportunity for the private credit funds that had traditionally been focusing on mid-market credit. So SME credit was their expertise. Many of them also had started moving into the higher quality, higher level of risk and large-cap companies. So they were there to fill the gap. The gap was filled by private credit at the beginning of the year. And we know that they've also been able to take on loans with a faster, also with a higher risk level. And so we've seen that increase during the year. Now how do we think about that? First of all, we look at that as an opportunity for us going forward. We believe that the private credit funds will be looking over time to have some sort of risk transformation, whether it's related to fixed floating or it has to do with securitization or syndication. We think at that time, they're going to be wanting some Estimate services, potentially Rating services. In addition, we've identified private credit as one of our most important strategic growth drivers. We already have a base of private credit businesses that were part of IHS Markit. And related to that, we have a strong starting point with products like iLEVEL provides information to portfolio managers. So we've identified private credit is a growth area for us for ratings as well as for Market Intelligence going forward. And we're watching the trend very carefully. We know at some point, investors will come back to the markets, and we'll see a broadening of the market again. But we've been watching this very closely and are actually interested in this as a growth area for us.
Operator:
Our next question comes from Ashish Sabadra from RBC Capital Markets.
Ashish Sabadra :
I wanted to drill down further on the Ratings and the issuance guidance. I believe my back of math -- envelope math suggests that you're assuming a similar growth in fourth quarter as third quarter for transaction revenues. I just wanted to see if I'm in the right ballpark I was just wondering if you could provide any color on what your expectations are for issuance for the rest of the year. Are you assuming any rebound? And how are the conversations with the issuers coming along?
Ewout Steenbergen:
Ashish, if you look at the outlook, as you know, we are not really providing quarterly guidance. So we're not really speaking about the quarterly outlook for either our financial results or some of the input variables like issuance. But of course, if you look at the numbers that we put out today, then if you would do a backward calculation, you would assume that the most recent trends we are seeing in terms of issuance is what we expect to continue also in the fourth quarter. So, definitely, that’s the main reason why we took our guidance down. I would say that's the only reason, because overall the impact on our results from a top line perspective is about $200 million reduction in revenue outlook for the Ratings business, so about $0.50 of EPS. And then there were a couple of smaller things. But net-net, I think that's the main driver of why the EPS outlook is down for the full year.
Ashish Sabadra:
That's very helpful color. And maybe just switching gears on Mobility, pretty strong momentum there despite what we are seeing in the auto lending space or in the auto space. And so I was just wondering, as we start to see the demand for auto slow down, how should we think about the growth in the business? Is there some counter-cyclicality as well here in the business?
Douglas Peterson :
Yes, Ashish, thank you for your questions. When it comes to Mobility, we see that there's a very interesting shift going on over the last couple of years. As you know, when the market started slowing down from the pandemic and the supply chain interruptions, we saw the used auto market really start expanding and we benefited from the CARFAX products and the CARFAX suite of products, especially at the dealer level. We know that there's some counter-cyclicality as you say, it as the market returns to new autos coming into the market and inventories rise that we will benefit from products and services to the OEMs and as well as the dealers are going to start having a different type of relationship again with the manufacturers and suppliers. So we're watching right now very closely three big trends in the automotive market
Operator:
Our next question comes from Alex Kramm from UBS.
Alex Kramm:
I understand that you don't really want to comment much on 2023 quite yet, I guess, we'll wait until December. Just on the issuance side, however, your own research group yesterday put out not only the 2022 update but also the 2023 initial look, which I think calls, if I got this right, for 2% issuance growth and 10% growth, in particular, for the Corporate side, which I think is the most important for you. So since this is out there, I'm just wondering how we should be thinking about that forecast? And what's kind of items you would think about as you think about how that flows into billed issuance and revenues? I know it's early, but given that your own company has an issue outlook out there already, figured it's relevant.
Douglas Peterson :
Yes. Thanks, Alex. As you say, we produce a report. And what we're looking at right now is, understanding what are going to be the main factors driving us towards the end of the year. We've given you those in that report as well. That showed that issuance was expected to be down by 19% for the full year, which compared to 16% from our last report. As you know, we will wait to provide guidance for 2023 until February when we provide our full issuance report as well as our guidance for the year. What you saw from the report from our team, our credit research team is product research and it's not necessarily geared directly to how we're going to find billed issuance. As you recall, last quarter, we explained very clearly what is included in billed issuance. We take the -- what would be expectations for issuance overall. We add in leveraged loans. And then we extract some debt areas like unrated categories such as MTNs, most of the domestic debt from China. And we also exclude the international public finance from those calculations to come up with our expectations. But maybe more importantly to your question, we're always in the market. As you saw, we talked about having had 3,000 interactions with the markets during the quarter. We are all over the market to understand what are the factors that are going on that are driving issuance and will drive issuance. So we do provide our guidance going forward. But we're looking at the issuance forecast, GDP growth, macroeconomic factors like inflation, interest rates. We're looking at spreads, which have been quite high over the last few quarters. Maturity schedules, which are quite encouraging going forward into 2023, '24, '25, et cetera, M&A pipeline. So as you know, at the time we come out with our guidance, we will have looked at all of these factors. But maybe the most important point is that we're not just standing around and waiting. We're very actively engaged with the markets.
Alex Kramm:
All right. Fair enough. Then maybe just going to Market Intelligence. I think since the deal was announced or closed, I think we have had this expectation that more and more of the, I guess, subscriptions on the IHS Markit side will be moving onto our S&P kind of enterprise umbrella. So just wondering if that's still true, if there's a time line for moving more and more that legacy market subscription under that S&P umbrella. And yes, how far we're along if you're able to pick up any sort of incremental pricing as you do that? Or how should we think about that transition over time, if that is a plan?
Douglas Peterson :
Yes, Alex, it's very, very early for us to talk about it. But what I'll tell you is going back to the last comment I made that we're incredibly linked into the markets right now. We have all of our commercial teams are out speaking with our customers. What we're finding is that there's a lot of opportunities for us to start with cross-sell. So our initial early wins have been with cross-sell, selling different products within the divisions and sometimes across the divisions. But we are hearing opportunities for moving data into the Desktop, finding some products for data and research and analytics fit together. So to your point, it's a vision that we have, but it's really early for us to give you any kind of detailed analytics about it.
Operator:
Our next question comes from Toni Kaplan from Morgan Stanley.
Toni Kaplan :
I wanted to ask about Ratings margins. They were down sequentially, but they were still really resilient just given the environment and especially relative to one of your big competitors. Just wanted to ask you if you could talk about some drivers that enabled you to flex cost outside of incentive comp?
Ewout Steenbergen:
Toni, you're right. We are quite pleased with the overall expense discipline of the company in the third quarter. You've heard us announce last quarter that we're taking additional actions to deal with the macro environment and we're actually really pleased how that is playing out, and you may continue to see that kind of a result from us going forward across the company. And of course, we take the benefit also from the cost synergies that we can implement and accelerate during this period. So if you look specifically at the Ratings business, it is a mix. On the one hand, we continue to make sure that we invest in future growth, making sure that we stay competitive on a compensation perspective. We want to preserve the capacity we have on the analytical side. But on the other hand, there are also discretionary costs that we are bringing down. There are allocated costs that are benefiting from the synergies that we are realizing across the company, and then also incentive compensation is down year-over-year. So it's actually a balance of different elements that go into the mix. But definitely, as you have seen in the past, we're always focused in terms of trying to preserve margins in our business businesses as much as possible, particularly in more challenging macro environments.
Toni Kaplan:
Great. And this is a little bit of a broad question and you could take it where you want. But just -- could you talk about any changes in customer behavior over the last six months, and this could be elongation of the sales cycle in some places? Or maybe it's just different products that have been more in demand? Just wanted to get a sense of sort of changes in the businesses over the last recent history?
Douglas Peterson:
Yes. Toni, thanks for that question. And as you know, the markets are going through a lot of uncertainty and turmoil. We've never lived through a period where you have an end of a pandemic, a war, inflation, interest rates going up, all sorts of different impacts. I mentioned earlier on the mobility discussion what kind of impact that's had on the markets overall. We've seen this interest in talking about risk. It's a topic which has increased dramatically. When we meet with customers, they want to talk about the external environment. They want the expertise of S&P Global that comes from our entire company to understand what's happening with risk, with markets, with credit as well as equities, commodities. So we start with very broad dialogues. And then we dig deeper into some specific topics. One that comes up in almost every single conversation we have is energy transition, climate and sustainability. That's a really common discussion. It's increasing in terms of how much time we spend on it. And another one is Data and Analytics. How are customers thinking about their own application of AI, Data and Analytics? They want to learn from us how we're managing S&P Global, but they also want to learn how they can be deploying new types of products and services using more AI. But overall, we have not seen any kind of initial pushback on slowing down a sales cycle. Clearly, there are some markets, as I mentioned, the ratings market, there's not a lot of issuance right now, but we've stayed engaged with the market. But maybe net-net, the big topics we spent a lot of time on the macroeconomic environment, sustainability as well as AI and data. Those are big conversations we have in almost every customer interaction.
Operator:
Our next question comes from Jeff Silber from BMO Capital Markets.
Jeffrey Silber :
I wanted to start with a Ratings-related question. I asked your competitor -- your large competitor the same question. I'm just wondering like your thoughts. What are you looking for in terms of signs of an uptick in that market, green shoots, et cetera? What should we be focusing on?
Douglas Peterson :
There's a few things that I'm focusing on myself, and I know that if we had our Ratings team specifically on the call, they might tell me that there's others that are looking at beyond that. But clearly, there's a set of factors, M&A activity is one for me, which is -- it's kind of an informal indicator. M&A activity has been quite weak recently. Typical M&A has a set of transactions come along with it, may be a bridge loan, which turns into a deal loan, which turns into a bond or rated loan, et cetera. M&A activity has been weak. IPOs is another one. The reason I look at those myself is that those are just their activity, which denotes confidence in the markets that people are willing to invest. But then as you recall, we're having conversations with issuers. We mentioned 3,000 that we had last quarter with issuers. And we see a lot of interest in investing people that have plans for investing in new markets for innovation, for investing in venture capital, ways that they can see new shoots in their own businesses. So we're watching when is it that people actually pull the trigger. And maybe the takeaway is it's not, if it's when. We know that there's a lot of people out there that are ready to go. They have great ideas, but the question is when will those conditions of interest rates, of stability of market confidence, when will those be back when people start going back to the market. Finally, we do look at the maturity schedules, and we know that there's a point starting towards the middle of next year that there will be maturity schedules are going to start kicking in and we're going to watch that carefully as well. We'll there be pull forward from that, but that's another factor we're going to be watching.
Jeffrey Silber :
Okay. That's really helpful. And I can shift over to the Mobility line of business. Margins, at least by our record, looks like it hit an all-time high, even I think compared to IHS's business, and I know it's a different segment right now. But can you talk about what's going on there? And should we expect margins to continue to go higher from here?
Ewout Steenbergen :
Jeff, we are always aspiring to improve margins across all of our businesses. So mobility is not an exception to that. That is because of the fact that we're focused on operating leverage. We always like to see the top line growing faster than the expense line. And of course, aided then by strategic investments to aim for future growth as well. What we are seeing in the mobility business is really a positive overall environment that helps and is very supportive for the business, particularly with low inventory levels, we see margins high for the OEMs and for the dealers and that is driving high retention rates. The offset of that is that we see lower spend for sales and marketing products that we are having, and that's because of the same factor that the inventory levels are low. So you could say there's a kind of an inherent hedge in that business. If the market starts to turn, if we see that the demand supply starts to shift in the car market, then we would also see those different revenue streams moving in opposite directions. But we think that with that, we're insulated from our overall financial impact, and therefore, we can continue to focus on margin expansion as well. And as Doug mentioned before, we also are taking a benefit from used car markets, and that has been proven to be quite resilient the cycle. So yes, overall, we are really happy with the growth of mobility, the margins, and we would see that continuing going forward.
Operator:
Our next question comes from George Tong from Goldman Sachs.
George Tong:
Billed issuance was down 40% in the third quarter. You're assuming full year billed issuance declines of 45% to 50% will be worse than the third quarter decline. What are you seeing that suggests 4Q could potentially be worse than 3Q in terms of billed issuance? Any color there would be helpful.
Douglas Peterson :
Yes. First of all, let me just give a little bit more color on that. As you know, at the last forecast, we saw that issuance of the non-financials or Corporates would be down about 30%. We now see it down about 35%. And then we see that in Financial Services, they had expected to be down 10%, now down about 14% or so. When you look at the total billed issuance, and we mentioned that it was going to -- year-to-date was down 42% and we're expecting it to be down now 45%, this is going to be based on what we see in the pipeline. As I mentioned in the answer I gave a few minutes ago, we see that the market itself is quite hesitant. It's not a question of, if, it's a question of when. And we see that during the fourth quarter, what we've picked up from investment banks from issuers directly that right now, they're still waiting to see what the conditions are going to be around economic growth, interest rates and spreads. So it's just based on our forecast, not our issuance forecast. This is based on our market forecast based on people that are meeting with issuers and meeting with investors that the current conditions are still such that people are holding back before they go to market.
George Tong:
Very helpful. And related to that, we're likely going to be in a higher interest rate environment for some time relative to pre-COVID. What are your thoughts on whether corporates may enter a phase of balance sheet delevering and implications for issuance performance.
Douglas Peterson :
Yes, that's a theoretical question, but let me go back and look at history. I know that many of us have been in the market for many years, remember when interest rates were 4%; 3%, 4%, 5% base rates and the markets were incredibly active. I think that we'll settle into a range once there's stability and we understand what the longer-term rates are going to be, what longer-term inflation and growth are going to be. Companies and financial institutions will go back to the markets because they want to invest and grow. We know that organizations like to grow and to grow, you deploy capital. We also look at the trend around the globe where more and more markets are shifting from being banking markets to capital markets. Right now, in Europe, there's a couple of shifts going on in the support programs that the ECB was providing to the banks. This was very easy, very low-cost funding. They're starting to wean the banks off of those, and they're going to the capital markets to raise more capital as well as to deploy more capital into bonds instead of into loans. So we see this trend of capital marketization around the globe, and we think that's another trend in the long run that will drive a lot of positive tailwinds for the Ratings business.
Operator:
Our next question comes from Craig Huber from Huber Research Partners.
Craig Huber :
My first question on pricing, can you just update us on a like-for-like basis? What would you say the average price increase is this year? And how does it vary across the segments? Is it 3% to 4%? Or is a little bit higher?
Ewout Steenbergen :
Greg. Well, we are always very careful when we speak about pricing in isolation because, first and foremost, we start with customer value. What do we deliver for our customers? And the good news is that based on the very high value of our products and services, we should be able to pass on cost/price increases and to achieve more favorable contract terms and fees over time at renewal. Of course, it depends on facts and circumstances of each and every product, each and every customer situation and of the situation of each and every of our businesses. But that is our overall philosophy. I can't give you specifically a number for across the company, how much price increases are up compared to previous periods, but there are definitely areas where we are looking at price increases or have already implemented price increases that have been higher than in the past. But again, that all has started with that there is a good balance with the overall customer value that we are delivering.
Craig Huber :
My second question, please, on Market Intelligence. Can you just talk a little further about the health of your clients, the sales pipeline there a little bit further? I mean your numbers speak for themselves. How do you feel about the outlook for Market Intelligence right now?
Douglas Peterson :
Yes. We still feel very, very positive, and we're optimistic about the Market Intelligence pipeline. You read every one so about some of the financial institutions here and there that might be slowing down some of their growth, but we're not seeing that in terms of negotiations with clients. But very importantly, one of the propositions of the merger between IHS Markit and S&P Global was to cross-sell the excellent products from both groups to the client bases on the other. We believe that we have a strong diversification of our client base. And as an example, in the IHS Markit businesses, their financial services business was mostly focused on financial services. We're finding that a lot of the opportunities and a lot of our initial cross-sell has been selling IHS Markit products to corporate clients. We think that there is a lot of upside and a lot of opportunity. We are out in the market actively talking with our customers about ways we can bring value through new products, new services through data, et cetera. So right now, we're not seeing any pullback or any kind of major slowdown of our sales activities or pushback from clients.
Operator:
Our next question comes from Manav Patnaik from Barclays.
Manav Patnaik:
Maybe just specific to Market Intelligence and the Desktop side. Can you just help us understand the accounting issue, I guess, that will help reaccelerate the growth? And then just thinking out a little bit longer in there, how do you expect the trajectory of the growth there to play? Because I mean, similar to yourselves, I imagine the sell side and other customers will be tightening budgets as well.
Ewout Steenbergen :
Good morning, Manav. We recognized that the third quarter revenue growth of the Desktop was below our normal growth potential. But you have to look at it from a particular perspective that there is always some timing of revenue recognition of certain contracts. That was particularly impacting this quarter, but we expect the Desktop growth to normalize again in the fourth quarter. Also for Market Intelligence, in general, if you take out the volume effect of the capital markets business, and also FX, then the overall growth for the full quarter was north of 7%, and we believe that's more indicative of the normal growth opportunity for Market Intelligence as well.
Manav Patnaik :
Okay. Got it. And then can I just ask on the non-transaction side of the Ratings business? It's obviously down 2%, I think you said ex FX. But how long will that keep, I guess, slowly declining? Like when do we lap the Ratings evaluation services, tough comps or whatever it is that's driving that down?
Ewout Steenbergen :
Well, Manav, that is directly correlated with the overall economic environment, capital markets activity, debt issuance, M&A environment. And we have, of course, seen that the beginning of this year was still relatively strong, and it started to deteriorate somewhere from March onwards. Non-transaction revenue is usually quite stable as a revenue stream. We have two particular areas that are mostly sensitive for the more general macro environment. This is initial credit ratings. We don't see a lot of new issuers coming to the market. And then rating evaluation services, this has a correlation with the M&A market. These are issuers that are thinking about IPOs, spin-offs and so on, want to have some kind of an insight in terms of implications for their ratings. So obviously, those are revenue streams that will come back once the markets start to turn. The more stable elements in non-transaction are around surveillance, around frequent issuer programs. And then most notably, I want to point out that CRISIL is doing very well and is supporting the non-transaction revenue in that category.
Operator:
Our next question comes from Jeff Meuler from Baird.
Jeffrey Meuler :
I hear you that there's some inherent hedges in the Mobility business, but I think the used car business is a decent amount larger than the new car market for you. So if the market, I guess, shifts back from a mix perspective and some of the profit pools for use target hit, I'm just wondering if there's a net benefit or a net detriment to you? And I recognize CARFAX has good structural growth, historically resilient. So could you just give us any more detail on what product lines the competitive wins and new customer growth was coming in or any more detail on CARFAX's innovation that's driving the growth, given that the core report is fairly well penetrated.
Ewout Steenbergen :
Jeff, you're absolutely right that the used car market is a significant component of the overall revenue stream for the Mobility business. And the good news there is that it has been a very resilient market through the cycles. So we're not overly concerned about if the cycle in the car market start to turn that it will have a material impact. And as I mentioned before, we have other revenue streams actually that we expect to pick up if the equilibrium in the car market start to change, particularly about our sales and marketing products where we have seen relatively lower growth in the more recent past. The mobility business in general is a phenomenal business. There's a lot of innovation, a lot of new product developments, a lot of good support for our customers. CARFAX is really a gem from my perspective in terms of growth and in terms of innovation and new business activity, very close to the customers, a lot of new business launches and new product launches. So I think this business is in a very good position, and we would expect -- also if the car markets start to turn and go in a different direction, that we see continued good performance from this segment.
Jeffrey Meuler :
Okay. And then, Doug, you answered the deleveraging question. Can you also give us the historical view of like how much issuance was there in a falling rate environment of bonds being issued that was refinancing debt that wasn't coming due the next, say, three, four years but bonds that had significant duration remaining on them where there was issuance to get the interest expense savings from a falling rate environment. Just I guess on the theoretical that we might not have that type of activity for a while, if you could help me understand roughly if that was meaningful in the past or not?
Douglas Peterson :
Yes. Basically, this is a question about pull forward. And we saw in 2020 and 2021 during the pandemic, there was what we felt now was structural pull forward. It was a combination of low rates, but probably more importantly, if you are a CFO of any organization, you were not being criticized for having ample liquidity during what people didn't understand was the pandemic as we went into it. So we did see a lot of structural pull forward during that period. But historically, I think the treasurers and CFOs of organizations are quite thoughtful and looking at their overall funding strategies. And so the funding is not -- when people look at their balance sheet, it's not only just looking at what they have on what their costs are. But the opportunities that organizations have now are much more complex than they used to be. Securitizations, looking at how they're going to use a maturity transformation, what they do in terms of derivatives. So yes, we do see the balance sheets. We do see that there was pull forward into '20 and 2021, but we know the maturities are coming now. And we think that the sort of tools that corporations have to -- and banks have to manage their risk and their liquidity have really changed a lot in the last 10 or 15 years. So it's hard to go back and compare to history, but we do know what happened in the last few years, where we did see pull forward, but the upcoming maturity schedule, which starts in the second half of 2023 going forward, in a sense it's kind of what was all the issuance that came after the financial crisis, in 2013, '14, '15. Just think about that huge boom of issuance that took place, that's going to start maturing next year. It was a seven-year, 10-year paper. We see a lot of that will start maturing and that -- we know that, that's going to be in the queue very soon.
Operator:
Our next question comes from Faiza Alwy from Deutsche Bank.
Faiza Alwy :
First, I just wanted to ask about the commodity business. You mentioned climate transition. So it sounds like there are some underlying drivers that are sustainable. I'm curious if you could talk about the cyclical aspects of the business and maybe areas where you're running into tougher comps. And just how sustainable you think the overall growth rate is there?
Ewout Steenbergen :
Yes. Let me start with giving you an overall perspective on the Commodity Insights business and how it's doing in the current environment, and then I hand it over to Doug more for the energy transition and climate part. So if you look at the overall macro environment, it's very supportive for the Commodity Insight business at this moment. Definitely, where commodity prices are today is benefiting most of our customers. And therefore, we're seeing also, I would say, based on the very attractive proposition of the combined businesses that we have now brought together under the Commodity Insights segment. We're delivering a lot of new opportunities to our customers. And therefore, we have seen really one of the best sales momentums in this business. If I look at actual sales levels, this will probably one of the very best years for the last maybe a decade or so. So very positive trends that we're seeing that is helping Data & Insights that is helping price assessments. The Global Trading Services business was a little lower this quarter. The main reason there is that we're lapping more difficult comps. But generally, we also see elevated hedging activity on commodity prices, and we're also benefiting from that as well. And then if you look at the upstream business, there, we have seen a turnaround. That was a business that for many years was in a more difficult period. But clearly, our customers are healthier there as well. We see larger CapEx budgets for those customers, and that is helping that business to grow. And we said in our prepared remarks that if you take out the effect of Russia, on a constant currency basis, actually the subscription book of business in the upstream business was growing during the quarter. So overall, very favorable macro environment for Commodity Insights, and that is clearly helping the business this quarter and also in the next couple of quarters.
Douglas Peterson :
Ewout, I just want to add two points. The first is that all of us know that energy transition is on everyone's mind, whether it's a corporation or government, regulator, financial institution. And as I mentioned earlier, almost every conversation we have talks about this. And where else do you want to go to find about -- learn about energy and energy transition? It's commodity insights of S&P Global. We have the expertise. We have the experts that can talk about current markets, transition markets, and we're finding an incredible amount of engagement. We have conferences. It's one of the areas that Commodity Insights excels at. And we see very high demand for people to participate in those conferences and we're now back in person and the attendance is above the charts. But the second point I want to make is that we're launching new products all the time. Just in the last quarter, we launched some new products that were related to energy transition and new ways to find information about markets. As an example, there's -- in the tanker market, we talked earlier in my -- we had one of our points on our slide showed the low-sulfur fuel oil market, which we -- I remember on an earnings call about three years ago talking about when we launched that and now it's become a benchmark in the market. But in addition, there's things like the carbon accounted tanker rate price assessments, there's interest around the world for understanding freight emissions and what would be under the EU emissions trading system. You're going to need to have much more information for every single tanker and what is its carbon output, and we will have a product for that. As an example, there's a whole information that's needed in Brazil and India and Turkey on energy certificates in emerging markets. And then finally, we have some examples. Recently, as you know, in the United States, there was the new climate bill, which was issued by the United States, by the Congress. And we've done very special research which is really industry-leading about the clean energy procurement and what that's going to mean for industry. So when it comes to energy and energy transition, we’re the place you want to go.
Faiza Alwy :
Great. That's all very helpful. Just as a follow-up. Ewout, on Market Intelligence. I think you had you had -- the margin performance was really strong. And I'm curious if -- is that the area where you're maybe getting the most synergies? Or just give us a little bit more color on the margin performance, whether it's mix related? And how we should think about that going forward..
Ewout Steenbergen :
Faiza, yes, we're seeing the largest benefit from cost synergies and revenue synergies in the Market Intelligence division. That's because it's the largest division. It's also the largest combination of different businesses that we're bringing together. And also based on the size of that division, it will also benefit, of course, from a large part of the synergies that we're realizing in the corporate center and the allocation of those costs down to the divisions. What you see is, in general, that we continue to invest in Market Intelligence for future growth. So you see new product launches continuing strategic investments in new areas and initiatives. That was already touching on private credit, private markets, ESG investments we're having there as well. We're having expansion still continuing in China, in the marketplace and many different areas that we are continuing to invest as well as cloud expenses. We're also continuing on our cloud journey and Market Intelligence is continuing to invest there as well. But then the opposite factors, there are some of the expense reductions, the expense discipline and the synergies and the combination of all of that led to the significant margin expansion in Market Intelligence.
Operator:
Our next question comes from Stephanie Moore from Jefferies.
Hans Hoffman :
This is Hans Hoffman filling in for Stephanie. Could you just comment a bit on what you're seeing across your European revenue base and how that region did relative to your expectations either by segment or overall?
Ewout Steenbergen :
Yes, overall, not so much of a different trend we are seeing in Europe compared to other parts of the world. I understand the background of the question because definitely, the economic outlook in Europe is, of course, quite difficult given the inflation levels, given, of course, the close proximity to the Russia-Ukraine conflict. But overall, from a customer dynamics perspective, overall in terms of commercial activity, we're not seeing a significant difference compared to North America or Asia.
Hans Hoffman :
Got it. That's helpful. And then just on the revenue synergy side, I guess where have you seen the most success so far and then sort of where do you kind of see the most opportunity?
Ewout Steenbergen :
Yes. Most success so far, we see in our largest divisions that we're bringing together, Market Intelligence, Commodity Insights in the Index business. It's mostly cross-sell at this moment, which was as expected because cross sell is the introduction of one product group to existing customers and making sure that we can sell new activities there. For example, in Market Intelligence, we had a nice sale of KYC, KY3P product to an existing customer that was more a customer from the legacy S&P Global side where we could sell a product from the legacy IHS Markit side. So just as an example, so we see -- continue to see good cross-sell. At the same time, we're investing in new product development, in system development that will help them with that growth wave going forward. So it's still early, I have to say around revenue synergies, but we are clearly ahead compared to our original expectations.
Operator:
Our next question comes from Russell Quelch from Redburn.
Russell Quelch :
I just wanted to talk about capital allocation priorities. You still got about $2 billion on cash on the balance sheet and you're on course to generate around $5 billion of free cash flow in '23, I believe consensus. Just wondered where you look to do further M&A? Or do you have enough integrations on your hand such that you can look to return perhaps north of 100% of free cash flow again in '23?
Ewout Steenbergen :
Overall, no change with respect to our capital philosophy, capital management targets. We think consistency and reliability there is the most important, particularly in this environment. You have seen us continuing with the $12 billion ASR, even despite that we have seen some impact of the current environment on the rating issuance levels we are able to execute on our plans this year. And you may expect the same from us over the next couple of years. So at least 85% of return of capital to our shareholders, a combination of dividends and share buybacks, dividend payout ratio between 20% and 30%. And M&A, the focus is really on small tuck-in and bolt-on, where we see that we can add a nice capability to some of our core strategic focus areas, but nothing large because we first, of course, need to focus on the integration of the large merger and organically building out our businesses. So no changes at all, and we think that is actually the right approach.
Russell Quelch :
Okay. And then just one housekeeping question, I guess. Given the earlier comment on being able to achieve the lower-than-average rates due to the refinancing of the IHS debt, what's the level of interest that was delivered in Q3, now the right quarterly rate to assume going forward?
Ewout Steenbergen :
Yes. This is the new run rate with respect to the interest expense on our debt. We were very fortunate with hindsight that we refinanced a large part of the debt at the beginning of March when the 10-year U.S. Treasury was around 1.73 at that point in time. So we are very happy that we locked ourselves in with long-term debt at very low levels. And actually, if you look at the average cost of debt for any player in our industry, we're at one of the lowest levels. So yes, this is the normalized level. If you look, though, at the interest expense line, there's one point that I want to make, it's a net number. So we're generating more interest income on our cash balances. So that is helping us a little bit and obviously, that might fluctuate over time.
Operator:
Our next question comes from Shlomo Rosenbaum from Stifel.
Shlomo Rosenbaum :
Ewout, I just wanted to ask you a little bit about your labor cost trends. Obviously, it's a significant component of costs. Everyone in the industry has been dealing with the rising labor costs given what's going on in the market. What's your outlook for that? And do you see that kind of letting up in terms of just how we should think about the costs of the business on a go-forward basis, let's say, over the next six to 12 months?
Ewout Steenbergen:
Shlomo, obviously, we are exposed as everyone else, to increases from an overall labor market perspective and comp expectations, and we need to stay competitive in order to attract and retain the best talent. So let me expand a little bit on that answer. So about 60% of our overall expense base is people cost. And obviously, we have people across the whole world in many different job groups and categories. It's not a one-size-fits-all. We see more competitive situations in certain markets and jurisdictions. We see it more in certain job groups. And we are continuously making sure that we stay competitive from an overall comp perspective. And we will continue to do that. So we're definitely expecting to see also some of the changes over the next period flowing through our P&L. But at the same time, we are also taking advantage of a lot of levers that we are having and maybe levers that are given to us through the merger. So we have, of course, the opportunity to realize cost synergies and reduction of headcount is an element to that. So that goes in an opposite direction as well as synergies, cost synergies around real estate, around procurement. And then as you see this year, given the performance of the company, also incentive compensation costs are down and we gave you the overall impact of around $120 million to $140 million. So it is a bit of a mix. On the one hand, staying competitive from a labor market perspective; but on the other hand, using a lot of levers in order to offset the overall impact on our expense line and on our margins.
Shlomo Rosenbaum :
Okay. And then I just want to ask a little bit more about trying to figure out how far we are from the bottom, just in terms of the Ratings revenue. Doug, you talked about refunding laws becoming more meaningful in the middle of next year. if you take the revenue that you would expect from those refunding walls together with your subscription revenue, that you're getting, say, this year. How far away are you from, let's say, 2022 revenue that you're expecting? In other words, how much further downward you really have to go just to kind of hit that number?
Douglas Peterson :
Shlomo, we're not really trying to call a bottom or a top to the market. We are also not providing any guidance or outlook for 2023 at this time. As I mentioned, we've been very engaged with the markets with issuers and investors. We're also -- we have world-class economists and experts that are providing us with input. So we're looking at all of that, what you just discussed, but we're -- there's no -- we have no ability to actually call a bottom.
Operator:
We will now take our final question from Andrew Steinerman from JPMorgan.
Andrew Steinerman:
Referring to Slide 38, I just wanted to talk about implied Rating margins for the fourth quarter. To get to that mid-50s rating margin for the full year, my math says it's about 49% Ratings margins for the fourth quarter. Ewout, if you could just please confirm that? And then just help us appreciate the 49% because that's a notable step down from third quarter Ratings margins. Please comment about seasonality or any other factors we would need to understand fourth quarter Ratings margins on Slide 38.
Ewout Steenbergen :
Andrew, as you understand, we're not giving quarterly guidance, so I can't give you numbers by quarter by segment margins. But what we are, of course, trying to do is if we give you a full year picture, we give you a full year outlook, then of course you can backwards calculate what is the expectation for the quarter itself. I do want to point out that the third quarter in general is the lowest quarter for us from an expense perspective. That is due to seasonality. The fourth quarter is higher. But you have seen that in previous years as well. So from a trend perspective, there's nothing different than what you -- that you should have seen in the past. But sequentially, you should expect expenses to roll out. Again, that is normal seasonality.
Douglas Peterson:
Well, that was the last question. So I'd like to make a quick closing comment. So first of all, thank you, everyone, for joining the call today for your questions and your support. But I'm really pleased with the progress we've made since closing the merger. It's only been 8 months. And we've been able to unify our management team under a strong vision and set of purposes and values. We see strong commercial success. You heard about it on this call, our cross-sell and our product innovation, and we're ahead of schedule to achieve our cost synergies. And all of that in a challenging macroeconomic backdrop where we discuss some of those topics today. But we also have very important secular trends that are creating opportunities for S&P Global
Operator:
That concludes this morning's call. A PDF version of the presenter slides is available now for downloading from investor.spglobal.com. Replays of the entire call will be available in about two hours. The webcast with audio and slides will be maintained on S&P Global's website for one year. The audio-only telephone replay will be maintained for one month. On behalf of S&P Global, we thank you for participating, and wish you a good day.
Operator:
Good morning, and welcome to S&P Global’s Second Quarter 2022 Earnings Conference Call. I’d like to inform you that this call is being recorded for broadcast. All participants are in a listen-only mode. We will open the conference to questions-and-answer after the presentation and instructions will follow at that time. To access the webcast and slides go to investor.spglobal.com. [Operator Instructions] I would now like to introduce Mr. Mark Grant, Senior Vice President of Investor Relations for S&P Global. Sir, you may begin.
Mark Grant:
Good morning, and thank you for joining today’s S&P Global second quarter 2022 earnings call. Presenting on today’s call are Doug Peterson, President and Chief Executive Officer; and Ewout Steenbergen, Executive Vice President and Chief Financial Officer. We issued a press release with our results earlier today. If you need a copy of the release and financial schedules, they can be downloaded at investor.spglobal.com. The matters discussed in today’s conference call may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including projections, estimates and descriptions of future events. Any such statements are based on current expectations and current economic conditions and are subject to risks and uncertainties that may cause actual results to differ materially from results anticipated in these forward-looking statements. A discussion of these risks and uncertainties can be found in our Forms 10-K, 10-Q and other periodic reports filed with the U.S. Securities and Exchange Commission. In today’s earnings release and during the conference call, we are providing adjusted financial information. This information is provided to enable investors to make meaningful comparisons of the corporation’s operating performance between periods and to view the corporation’s business from the same perspective as management. The earnings release contains exhibits that reconcile the difference between the non-GAAP measures and the comparable financial measures calculated in accordance with U.S. GAAP. I would also like to call your attention to European Regulation. Any investor who has or expects to obtain ownership of 5% or more of S&P Global should contact Investor Relations to better understand the potential impact of this legislation on the Investor and the Company. We are aware that we have some media representatives with us on the call. However, this call is intended for investors and we would ask that questions from the media be directed to our Media Relations team whose contact information can be found in the press release. At this time, I would like to turn the call over to Doug Peterson. Doug?
Doug Peterson:
Thank you, Mark. Welcome to today’s second quarter earnings call. Our second quarter results demonstrate the combined efforts of our truly incredible team. After our first 100 days as a combined company, it’s clear than ever that after the merger S&P Global is stronger, more resilient, more diversified and better positioned than ever. We’re maintaining fiscal and operational discipline and controlling what can be controlled, which is allowing us to post aggregate results in a challenging issuance environment that would’ve been inconceivable prior to the merger. Let me start with our financial highlights. As a reminder, the adjusted financial metrics will be discussing today referred to non-GAAP adjusted metrics in the current period and non-GAAP pro forma adjusted metrics in the year ago period. Revenue decreased 5% year-over-year with growth in five of our six divisions providing significant ballast against a 26% decrease in ratings revenue. Recurring revenue increased 5% year-over-year, representing 81% of revenue in the quarter. Adjusted expenses only increased 1% as continued investment in inflation pressures on compensation and technology were almost entirely offset by cost synergies in the quarter. We’re reinstating our guidance, which reflects the challenging macroeconomic environment. Though, we will be able to offset some of the EPS impact is Ewout will discuss in a moment. Importantly, our updated guidance calls for a smaller than 2% decrease in adjusted EPS at the midpoint, illustrating the resilience of the businesses and the positive impact of our capital allocation strategy. I would also like to share a few other highlights from the second quarter. As I mentioned, we are now more than 100 days past the merger close. Our post integration efforts are proceeding on schedule, but very importantly, we’re outperforming on both cost and revenue synergies. Momentum continues on product development with several areas of innovation that will highlight for you on today’s call. We see benefits from market volatility in parts of our businesses, and we’re able to accelerate our share repurchase efforts relative to our original plan with $8.5 billion near completion at an average share price below $360. We expect to launch an additional $2.5 billion ASR in the coming weeks, which we expect to complete in October with the final $1 billion to be completed by year end. We’ve already seen remarkable progress in our integration efforts in a relatively short period. I’m pleased with our progress in integrating our commercial and marketing teams. We’ve recorded more than 2,000 cross-sell referrals across the divisions. We’re also ahead of expectations on our cost synergies realizing approximately $80 million year-to-date and exiting the quarter in an annualized run rate of more than $260 million. Beyond the transactional milestones related to the merger like the necessary divestitures, we’ve also reached multiple operational milestones. We’ve standardized business practices invested in culture and training and established leadership teams multiple layers deep across the enterprise. We’re moving fast on our office integration plan and consolidated 10 of our office locations around the world lowering our real estate costs. We completed our major New York City consolidation and are on track to complete our London consolidation in the fourth quarter. When we announced the merger, we highlighted our expectation that the combined company would be more agile, innovative, and entrepreneurial. And we’ve seen that in initiatives such as the Data Lake Hackathon led by Kensho’s Head of AI Research and teams of data scientists, machine learning engineers, and software developers. These teams spent two days exploring how to best leverage Kensho tools in other technologies to derive value from the Data Lake datasets and we’re thrilled with what these teams have found in just two days. In addition to finding ways that Kensho solutions can add commercial value to unstructured datasets across the Data Lake. We identified new datasets for training Kensho Scribe, NERD, Link, and Extract, more than doubling current training datasets in some cases. We also identified datasets to improve S&P Global’s country risk assessments and found compelling new ways to classify and improve data for ESG. This hackathon enabled us to better realize the full capabilities of our combined datasets. We also re-launch the cross-divisional S&P Global research council with new leadership and membership to reflect the expertise in our combined company following the merger. This council consists of both research and operational leaders with the core mandate to drive customer value and greater insights for markets. One of the first actions of the council was to align on key research teams that have the greatest potential for large scale disruption and have a meaningful impact on the success of our customers. We’ll be leveraging the full capabilities across the company and engaging meaningfully with customers and other stakeholders across industry and regulatory bodies. There’s incredible demand for insights and thought leadership on topics like energy security, climate, technology and digital disruptions, supply chains, and capital markets. We have unique datasets and insights in all of these areas and we see the research council as a way to make sure that our insights are most impactful for our customers and drive innovation within S&P Global. That focus on accelerating innovation was on full display in the second quarter. We launched exciting new products from commodity insights, including a new basin level methane intensity calculation product for 19 U.S. natural gas production areas. We’re using satellite imagery and data models trained in-house to significantly disrupt what has historically been a very manual process using data extracted from self-reported EPA forms. We also launched carbon intensity measures for all six crude grades in the global Brent benchmark. In Mobility, we saw commercial success from our new auto credit insights product to help deliver insights to financial customers serving the automotive credit space. In Engineering Solutions, we continue to make progress building out our new software platform and have two successful proof-of-concept engagements in market now. We continue to innovate in market intelligence as well, making new datasets available via feeds and introducing new products like PVR Source, which is a diligence platform aimed at helping clients get ahead of the compliance challenges of an ever changing regulatory landscape. Now to recap the financial results for the second quarter, revenue decreased 5% to $2.97 billion. Our adjusted operating profit decreased 10% to $1.4 billion. Our adjusted pro forma operating profit margin decreased approximately 280 basis points to 47% as both profits and margins were negatively impacted by the decrease in ratings transaction revenue and the expense growth I mentioned earlier. Importantly, our non-ratings businesses in aggregate posted strong growth in the quarter, increasing revenue by 7% year-over-year. As you know, we measure and track adjusted segment operating profit margin on a trailing 12-month basis, which is 46.1% as of the second quarter through strong and disciplined execution and prudent capital allocation, we were able to offset much of the earnings impact of the issuance environment posting fully diluted EPS of $2.81, representing a 7% decrease year-over-year. Looking across the six divisions, I’m pleased to report positive growth across five of our divisions with ratings executing very well in an extraordinarily difficult issuance environment. Our more diversified portfolio of products provides many opportunities to thrive in uncertain markets. And we saw double-digit revenue growth in multiple product lines as a result. Within our indices business, we continue to see remarkable strength in our exchange traded derivatives, which grew more than 60% year-over-year, as well as our CDS Indices, which increased 40%. Uncertain in the markets continues to spur demand for our thought leadership and insights and a consolidated platform on which to access information, whether it’s tracking market movements, company performance, or supply chain constraints, our customers continue to come to us for help navigating uncertain waters. This help drive 25% growth in aftermarket research and market intelligence. In the second quarter, we celebrated the second anniversary of the S&P Global marketplace. Customers continue to come to S&P Global as a trusted source for differentiated data around ESG, fundamentals, machine readable text, and workflow tools like our work bench. We’ve seen explosive growth in the marketplace since launch and in the last year, a nearly 30% increase in the content and solutions available, 75% growth in deals closed and more than 200% growth in engagement is measured by page views. Now turning to issuance. During the second quarter, global issuance decreased 37% year-over-year deteriorating further from what we saw last quarter. In the U.S. rated issuance and aggregate decreased 34%, European rated issuance decreased 45%, and in Asia, rated issuance declined 32%. We saw sharp declines in high yield, which was down nearly 80% year-over-year in Asia, and was down more than 80% in the U.S. and Europe. Interestingly, this is the first time that I can recall seeing declines in every category in every region since I’ve been doing earnings calls. We’ve included additional details on the sub components of issuance by region in the slide deck. Each year S&P Dow Jones Indices conducts a survey of assets as depicted in this slide, asset levels and actively managed funds that benchmark against our indices increased 38% to $12.8 trillion as of the end of 2021. Assets and passive funds invested in products indexed to our indices increased 32% to $9.9 trillion. Numerous indices support the $9.9 trillion including the S&P 500, the largest with $7 trillion in assets. We’ve seen strong growth in factor and sector indices as well as many of our ESG and climate related indices. While the S&P 500 still accounts for the majority of AUM, we continue to see strong demand for that historic index among asset managers. We saw even faster growth among our other indices in 2021 evidenced by the fact that the S&P 500 accounted for 71% of indexed AUM in 2021, down from 72% in 2020. While this is historical AUM as of December 2021, we’re very excited about what this slide will look like in the years to come, as we integrate IHS Markit Indices like iBoxx and iTraxx and drive commercial innovation in fixed income and cross asset indices. We delivered extraordinary growth in our ESG initiatives this quarter. ESG revenue growth accelerated on both reported and organic basis in the second quarter, growing 66% year-over-year to reach nearly $52 million. We continue to introduce new ESG related products and product enhancements at a rapid pace. In the second quarter, we saw the launch of multiple ESG and sustainability related ETFs based on our indices. And we ended the second quarter with AUM and ESG ETFs growing 16% year-over-year to approximately $30 billion. Our Indices and Commodity Insights teams continued their collaboration and launched the S&P Battery Metals index. Within ratings, we completed 20 ESG evaluations and 34 sustainable financing opinions driven by strong demand for second party opinions. Lastly, we hosted the S&P Global Sustainable1 Summit with events in several major cities around the world, bringing together leaders from various stakeholder groups to discuss the future of sustainability. Now turning to our outlook. Twice a year, we update our global refinancing study, but given the issuance environment, we wanted to provide a bit more color this quarter. Specifically, there are two impacts to highlight as investors look at total global debt outstanding. The two impacts are average time to maturity and FX rates. When we look at global corporate bond maturities, we see a similar phenomenon to what we have witnessed historically. Over the next three years, we see a decrease in near-term maturities as refinancing push those maturity dates out. We’ve witnessed this phenomena in the July update each year, so we aren’t surprised by it. While total global debt maturing over the next three years is down significantly from six months ago, it’s important to note that debt maturing over the next 10 years is not down significantly, and it starts to increase over the next three to five years. We expect 2024 and 2025 refinancing activity to start next year. This is particularly true for total debt outstanding on an FX adjusted basis. With the strengthening of the U.S. dollar since January, foreign denominated debt is lowered by 1% when converted to U.S. dollars at July rates. This slide shows total global debt rated by S&P Global of all maturities on a constant currency basis, which increased 2% if measured at January FX rates. While we don’t expect a significant rebound in issuance in a back half of this year, this demonstrates that over the long-term, the public debt markets remain very healthy and have a strong history of resilience. They also reinforce our view that the issuance headwinds we’re seeing in the market now will likely moderate, if not reverse in the future. Now for issuance outlook, S&P Global Ratings Research has updated its bond issuance forecast for the year to reflect a decrease in the second quarter and more conservative assumptions around the back half. Global market issuance is now expected to decline approximately 16% year-over-year within a range of down 9% to down 24% in 2022. This forecast implies an approximate 21% decline in the second half compared to the 11% decline seen in the first half. Non-financials are expected to see a 30% decrease in issuance, partially tempered by a smaller, roughly 10% decrease in financial services issuance. U.S. public finance and structured finance are expected to soften by 12% and 14% respectively and international public finance is expected to be roughly flat. As a reminder, the global debt issuance forecast is a product of the S&P Global Ratings Research team and reflects market issuance, including unrated issuance. We wanted to take the opportunity to explain the different categories of issuance that we discussed from time to time. The most frequently cited forecast is out of our S&P Global Ratings Research team, which I just outlined. But our ratings revenue is more closely tied to S&P build issuance, which is a subset of market issuance. Build issuance includes leverage loans, which are not included in the market issuance forecast. It does not, however, include debt from unrated categories, such as medium-term notes and most domestic debt from China, nor would our build issuance include international public finance. While there are other nuances as well, these differences in aggregate bridge the gap between our market issuance forecast and the assumption for build issuance that underpins our ratings revenue guidance for the year. As Ewout will outline, our ratings revenue guidance assumes a 30% to 45% decrease in build issuance. Looking beyond issuance, we see a number of secular trends that stand to benefit the company both this year and beyond. Our experts in Commodity Insights expect oil prices in volatility to remain above historical norms for some time. This volatility often creates more demand among customers for price assessments and benchmarks, as well as our data and insights. Our Mobility team also expects light vehicle sales to increase next year and beyond, returning to levels more in line with pre-pandemic production by 2025. As volumes continue to grow, we expect to see tailwinds in our Mobility segment across multiple product lines, including CARFAX and Automotive Mastermind. As we evaluate the remainder of this year, however, we wanted to discuss some of the assumptions that underpin our outlook. As we noted in June, when we suspended guidance, we’ve seen a deterioration several economic indicators over the course of the second quarter. We expect slightly lower GDP growth, higher inflation, and a lower debt issuance environment to impact not only our businesses, but our customers, as well. As Ewout will discuss in a moment, we’re seeing inflationary pressure on our costs with approximately 70% of our expenses tied to headcount. That pressure is showing up most in our compensation and technology costs. As a reminder, this is not meant to be a comprehensive list of all metrics that inform our outlook, but we wanted to help investors understand the changes in some of the assumptions that we make about the global economy when formulating guidance. While we’re not discussing 2023 or beyond on today’s call, we’re pleased to announce an Investor Day that we expect to hold on December 1 in New York City. We’re looking forward to sharing with you some preliminary views on 2023, as well as a more holistic update on our strategy positioning and medium term financial targets at that time. Before, handing it over to Ewout, I’d like to reiterate how pleased we are with the progress we’re making on integration and the clear proof points we see reinforcing the industrial logic of the merger and the resilience of our businesses. We have a world-class team and appreciate the hard work and dedication of our people in every area across the firm. Our teams continue to execute incredibly well evidenced by our early outperformance on synergies. And we believe we’re positioning the company to accelerate growth, expand margins and deliver innovation in the years to come. With that, I’ll turn it over to Ewout, to walk through the results and guidance. Ewout?
Ewout Steenbergen:
Thank you, Doug. With five of our six divisions, once again, posting revenue growth, we continue to see evidence that we are a stronger, more resilient company. Doug highlighted the headline financial results. I will take a moment to cover a few other items. As Doug mentioned, the adjusted financial metrics that we will be discussing today, refer to non-GAAP adjusted metrics for the current period and non-GAAP pro forma adjusted metrics in the year ago period, unless explicitly called out as GAAP. Adjusted results also exclude a contribution from divested businesses in all periods. Adjusted corporate and allocated expenses declined from a year ago, caused by synergies as well as a combination of reduced incentive and fringe cost, as well as the release of certain accruals. Our net interest expense increased 3%, as we increased gross debt partially offset the lower average rates due to refinancings. The decrease in the adjusted effective tax rate was primarily due to the post merger change in the mix of income by jurisdiction. As most are aware, we exclude the impact of certain items from our adjusted diluted EPS number. Among those items in the second quarter were $220 million in merger-related expenses. The details of which can be found in the appendix. We generated adjusted free cash flow, excluding certain items of $924 million. We remain committed to returning the majority of this cash flow to shareholders through dividends and share purchases. Year-to-date, as Doug mentioned, we have repurchased $8.5 billion in shares, and we expect to launch an additional $2.5 billion in the coming weeks. We expect that $2.5 billion will be completed in October with the final $1 billion to be completed by year-end. We note that U.S. dollar has strengthened against many foreign currencies year-to-date, and we have seen a corresponding impact on both our revenue and expenses. Approximately three-fourth of our international revenue is invoiced in U.S. dollars, which provides some protection to revenue against FX volatility. In addition to the natural hedges that exist due to the global footprint of our people, we have an active hedging program in place that further mitigates the ultimate impact on our earnings. Year-to-date, we have seen an unfavorable revenue impact due to the strengthening of the U.S. dollar against the Euro and British Pound. Expenses saw a favorable impact due to FX movements against those same currencies and the Indian Rupee. Turning to expenses, as we have demonstrated in the past, we are committed to prudent management of the P&L and shareholder capital. This year, we have already taken decisive actions to protect margins where we can, while still preserving our investments to drive future growth. Actions taken include a reduction in incentive accruals pull forward in synergies, adjustments to the timing of select investments, forcing selective hiring, and limiting consulting spend in some areas. We remain committed to our strategic investments, which are key to the growth of our business. These include investments in our people, innovation, infrastructure, and our ability to execute merger-related integration and synergies. Looking at the year-over-year change in expenses this quarter, we’re clearly seeing the impact of inflation, most notably in compensation expenses. We’re also seeing higher cloud and T&E cost as we highlighted last quarter as well. Even with those headwinds, the decisive actions I outlined, together with our acceleration of synergies and favorable FX have allowed us to keep expenses relatively flat year-over-year. Now, I would like to provide an update on our synergy progress. In the second quarter, we have achieved $80 million in cumulative cost synergies and our current annualized run rate is $260 million. Through the combined efforts of our teams across the divisions and corporate, we’re very pleased to see we’re outperforming our initial timeline on both revenue and cost synergies year-to-date. The cumulative integration and cost to achieve synergies through the end of the second quarter is $540 million. Our teams have been diligent and disciplined and have pulled forward some of the synergies we previously identified without materially impacting our ability to drive growth and revenue synergies. We have previously said that we expect to realize in 2022, approximately 35% to 40% of the $600 million in cost synergies, we’re targeting through 2024. We’re still operating in an uncertain environment. So while we’re not changing the expected range for 2022, we’re confident that we’re more likely to come out at the higher end of the 35% to 40% target range. Now let’s turn to the deficient results and begin with Market Intelligence. Market Intelligence delivered revenue growth of 7% with growth across all product lines. We want to emphasize the increased resilience and stickiness of most of our revenue and the more diversified portfolio of products in our deficient post merger. To highlight this improvement, we know that in Market Intelligence recurring revenue, which includes variable recurring revenue accounted for 96% of total revenue this quarter, slightly higher compared to the same period last year. Expenses increased 6% primarily due to increases in compensation expense, cloud spent and outside services, offset by cost synergies and lower incentive compensation. Market Intelligence remains the biggest drive of cost synergies from the merger and the synergy outperformance we have seen year-to-date. Segment operating profit increased 8% and the segment operating profit margin increased 40 basis points to 33%. On a trailing 12 month basis, adjusted segment operating profit margin was 30.2%. You can see on the slide, our operating profit from the OSTTRA joint venture that complements the operations of our Market Intelligence division. The JV contributed $25 million in adjusted operating profit to the company because the JV is a 50%-owned joint venture operating independent of the company. We do not include the financial results OSTTRA in the Market Intelligence division. Looking across Market Intelligence, there was solid growth in each category and on a pro forma basis, Desktop revenue grew 6%, Data And Advisory Solutions revenue grew 9%, Enterprise Solutions revenue grew 2%, and Credit and Risk Solutions revenue grew 10%. For Enterprise Solutions, we continue to see headwinds in several of our volume driven products that rely on equity and debt capital markets activity, and the variable subscription terms. Excluding the impact of these volume driven products, growth across Market Intelligence would've been approximately 8% year-over-year in the quarter. We expect those volume driven headwinds to persist through the rest of the year. While we are pleased with the outperformance of credit and risk solutions in the first half, we're lapping some difficult columns in the second half and expect revenue growth to decelerate in debt part of the business. Ratings faced continued difficult market conditions this quarter, with revenue declining 26% year-over-year. Expenses decreased 6%, primarily driven by disciplined expense management, including lower incentive expenses, as well as lower occupancy cost and favorable FX, partially offset by increased salary and fringe expenses and T&E spent. This resulted in a 35% decrease in segment operating profit and 850 basis points decrease in segment operating profit margin. On a trailing 12-month basis adjusted segment operating profit margin was 59.8%. Non-transaction revenue increased 2% on a constant currency basis and decreased 1% as reported primarily due to lower initial credit ratings and ratings evaluation services revenues, partially offset by increases in CRISIL and annual fees. Transaction revenue decreased 44% on the continued soft issuance already discussed. This slide depicts ratings revenue by its end markets. The largest contributors to the decrease in ratings revenue were a 39% decrease in corporates and a 20% decrease in structured finance, driven predominantly a structured credit. In addition, financial services decreased 9%, governments decreased 15% and the CRISIL and other category increased 14%. And now turning to Commodity Insights. Revenue increased 4%. However, debt growth was impacted significantly by the suspension of commercial activity in Russia and Belarus, and other impacts of the Russia-Ukraine conflict. Adjusting for the impact of that conflict revenues would have grown approximately 7% compared to prior year. On an annualized run rate basis, this conflict is expected to impact CI revenue and operating income by approximately $52 million and $51 million respectively. For this quarter, 90% of Commodity Insights revenues were classified as recurring. Expenses increased 4% primarily due to salary and fringe, and increase in T&E expense, partially offset by realization of merger related synergies. Segment operating profit increased 3% and the segment operating profit margin decreased 40 basis points to 44%. The trailing 12-month adjusted segment operating profit margin was 43.3%. Looking across the Commodity Insights business categories, price assessments grew 5% compared to prior year driven by strong subscription growth for market data offerings and continued commercial momentum. We also saw strong performance from advisory and transactional services, and energy and resources, data and insights, both growing 4% respectively. Upstream data and insights increased marginally with second quarter 2022, representing the third consecutive quarter of ACV growth, when adjusting for the impact of Russia. In our Mobility division revenue increased 7% year-over-year driven primarily by strength in planning solutions and used car offerings. For this quarter 78% of mobility's revenues were classified as recurring. Expenses grew 5%, unplanned increases in headcount and advertising expense, which were somewhat offset by reduction in purchase data and office cost, and incentive compensation. This resulted in a 9% growth in adjusted operating profit and 90 basis points of margin expansion year-over-year. On a trailing 12-month basis, the adjusted segment operating profit margin was 39.5%. Dealer revenue increased 10% year-over-year, driven by strong performance from CARFAX and very high dealer retention as well as growth in new stores. Growth in manufacturing was 3% year-over-year driven by demand for supply chain products among suppliers though growth are tempered by relatively flat original equipment manufacturer or OEM spent on marketing initiatives powered by mobility products. Financials, and other increased 3% primarily driven by continued strength in our insurance underwriting products tempered by slowing consumer activity and persistent low volumes across auto sales. S&P Dow Jones Indices delivered another strong quarter of revenue growth of 12% year-over-year primarily due to gains in ETD volumes. For this quarter, 83% of Indices revenues were classified as recurring during the quarter expenses increased 1% due to increased technology and T&E expense. Segment operating profit increased 16% and the segment operating profit margin increased 290 basis points to 71.9%. On a trailing 12-month basis, the adjusted segment operating profit margin are 68.6%. Once again, every category increased revenue this quarter, asset-linked fees were up 5% primarily from AUM driven gains in mutual funds and ETFs. Exchange traded derivative revenue increased 64% on increased trading volumes across key contracts, including the more than 60% increase in S&P 500 index options volume. Data and custom subscriptions increased 6% driven by new business activities. Over the past year, ETF AUM net inflows were $231 billion and market depreciation totaled $352 billion. This resulted in quarter ending ETF AUM of $2.5 trillion, which is a 5% decrease compared to one year ago. Our ETF revenue is based on average AUM which increased 5% year-over-year. Revenue tends to lack changes in asset prices, which helped drive outperformance this quarter. However, we expect asset-linked fees to decrease in the back half of this year, sequentially versus the end of the first quarter ETF net inflows associated with our indices totaled $6 billion in marketed depreciation totaled $436 billion. Within our Engineering Solutions division, we saw 3% revenue growth driven primarily by growth in non-subscription offerings. Most notably the Boiler Pressure Vessel Code or BPVC, which was last released in August of 2021. For this quarter 93% of Engineering Solutions revenues were classified as recurring. Adjusted expenses, increased 5% driven by investment in product development and increased royalties. This resulted in a 7% decline in segments operating profit and 300 basis points contraction to margin. On a trailing 12-month basis, the adjusted segment operating profit margin was 19.4%. Subscription revenue in Engineering Solutions increased 2% year-over-year, while non-subscription revenue increased 10% over the same period. As you look toward next quarter for Engineering Solutions, it will be important to remember we'll lap the August 2021 duplication of the BPVC, which typically contributes approximately $8 million in the third quarter of odd years, but is not published in even years. Now moving to our guidance. And this slide depicts our new GAAP guidance. And this slide depicts our reinstated 2022 adjusted pro forma guidance. For revenue, we now expect a low-to-mid single digit decrease year-over-year, reflecting the issuance environment, partially offset by the strength we're seeing in our non-ratings businesses. We now expect corporate and allocated expense between $70 million and $80 million, approximately $15 million lower than our previous guidance on lower forecasted incentive compensation. This drives our expectation for adjusted operating margins between 45.3% and 45.8% as declines in high margin ratings revenue disproportionately impacts margins to the downside this year. We wanted to emphasize the margin expansion we expect to see elsewhere in the business. In aggregate within our five non-ratings divisions, we expect approximately 180 basis points of operating margin expansion this year. Interest expense is expected in the range of $360 million to $370 million, in-line with our most recent guidance. We expect capital expenditures of approximately $165 million and free cash flow excluding certain items in a range of $4.1 billion to $4.2 billion. The following slide illustrates our guidance by division. We now expect adjusted revenue growth and adjusted operating profit margin in the following ranges. For Market Intelligence, we expect revenue growth in the mid-single digit range and margins in the low-30%. For Ratings, we now expect revenue declines in the low-to-mid 20% range and margins in the mid-to-high 50%. For Commodity Insights, we expect revenue growth in the mid single digit range and margins in the mid 40%. For Mobility we expect revenue growth in the high single digit range and margins in the high 30%. For Indices we expect revenue growth in the low-to-mid single digit range and margins in the mid-to-high 60%. For Engineering Solutions, we expect low single digit revenue growth and margins in the mid-teens. In closing this quarter provides further proof of the resilience of our business. Our ability to outperforming synergies speaks volumes on the focus and discipline of the teams we have at S&P Global. Those teams combined with a phenomenal set of truly differentiated products and capabilities position us well to drive profitable growth in the years to go. And with that Let me turn the call back over to Mark for your questions.
A - Mark Grant:
Thank you, Ewout. [Operator Instructions] Operator, we will now take our first question.
Operator:
Thank you. Our first question is from Ashish Sabadra, you may go – with RBC Capital. You may go ahead.
Ashish Sabadra:
Thanks for taking the question. I was just wondering for the issuance guidance, would it be possible for you to provide some color around how we should think about third versus fourth quarter momentum in the back half of the year? Thanks.
Doug Peterson:
Hi, Ashish. This is Doug. Thanks for the question. Let me just give you first of all, some overall view of what we've given you today. We provided you with information starting with our ratings credit research team, and then gave you some new disclosure about how we look at the difference between that research report and what we call our build issuance assumptions. We see right now, the beginning of the third quarter was actually quite weak. One month doesn't make a quarter, but at the beginning of July, there was issuance of high yield loans and high yield debt was down overall in the high-80%, low-90% range. Investment grade issuance was up actually for the month, but the quarter is off to a, what I'd say is still a pretty weak start, answering your question specifically.
Ashish Sabadra:
That that's very helpful color. And then on the cost synergies, obviously pretty strong execution on that front with almost a $260 million run rate achieved in the quarter. I understand you expect to achieve at the high end of that 40% range being realized by 2022, but I was also wondering if you could only provide any color on how we should think about the run rate of cost synergies exiting 2022. Thanks.
Ewout Steenbergen:
Ashih Good morning. This is Ewout. So 40% of $600 million, so we expect therefore in year 2022, approximately $240 million benefit from cost synergies. We think that's phenomenal that we're already having that pace of execution and integration of our organizations. We don't have a precise number for you in terms of the run rate exit, but you should expect that it is a significant amount above the $240 million, because obviously the more we execute this year, the better we are positioned for 2023. So I can't give you a precise number on that, but that will be a number significantly north of that $240 million.
Ashish Sabadra:
That's very helpful color. Thanks.
Mark Grant:
Thanks Ashish.
Operator:
Thank you. Our next question is from Manav Patnaik, you may go – with Barclays. You may go ahead.
Manav Patnaik:
Thank you. Good morning guys. My first question was just broadly on guidance, I think, Ewout said that the non-ratings businesses should help offset the ratings weakness, but I think in the guidance summary, you pretty much lowered some of the non-ratings businesses, at least to the lower end. So can you just talk about, that gap and perhaps your level of conserve you've taken in this attempted guidance today?
Ewout Steenbergen:
Manav, good morning. Yes. We have always said that our businesses are very resilient, but of course they're not immune to an external environment. So is some slight impact you are seeing in terms of, for example the Index business, the assumption for the second half of the year is that assets under management will remain flat from the June 30 point. So that will have an impact on the index business. So there's several of those. Another example is the Russia impact on Commodity Insights. But overall these impacts are relatively minimal and modest. So let me give you a few other data points with respect to the assumptions that have gone into the guidance. So as already mentioned, build issuance negative 37%, then for the market appreciation flat to the June 30 level, exchange traded derivative, we expect those to be up about 10% from the second half of 2021 that is lower growth than you have seen in the first half of the year. And the reason is that the comps become more difficult, but also when there is a period of extended volatility, we expect this trading to taper off at some point. And then the brand overall[ph] price to remain in range bound until end of the year. Having said that if you look at the overall performance of the company, we're actually really pleased with the outlook for five of our six division. They are expected to perform very well to be very strong, expenses to be more or less flat year-over-year, which we think is really a phenomenal outcome in a high inflationary environment. And then margins excluding ratings to be up for the full year 180 basis points. So overall we think these are actually really strong outlooks for the company, taking aside of course the market impact for ratings.
Manav Patnaik:
Got it. And then maybe if I can ask you a similar question on the margin front, I mean, you talked about obviously a lot of the cost synergies being ahead of schedule, et cetera, but I think you've still taken the margin outlook down mostly. So is that just maybe being conservative or the run rate doesn't kick in for a while, I guess?
Ewout Steenbergen:
Well we are seeing a lot of dynamics in the overall expenses of the company. We have pointed at some inflationary pressures on compensation, on some of our procurement, elements and other parts of the company, but we are in a very fortunate position that we have so many levers as a company, particularly the levers that are being given to us due to the merger with respect to the cost synergies, duplication of roles that we can eliminate, the volume benefits in terms of synergies in the procurement and the sourcing area, some of the consolidation of real estate and many other areas, plus the decisive management actions we're taking at this moment. So being flat with expenses as I just said, in this environment we think is a very strong outcome. The non ratings businesses were achieving about $200 million or north of $200 million of margin expansion in the second quarter. And we think 180 basis points margin expansion for the full year would be a very strong outcome and would position us very well for 2023.
Manav Patnaik:
Okay. Got it. Thank you.
Ewout Steenbergen:
Thanks Manav.
Operator:
Thank you. Our next question is from Alex Kramm with UBS. You may go ahead.
Alex Kramm:
Yeah. Hey, good morning, everyone. Just following up on Manav’s margin questionnaire for a little bit, maybe this is nitpicking, but if I look at two of the segments, Commodity Insights and Mobility you did basically leave your adjusted revenue growth and forecast unchanged from the prior guidance, but the margins are actually now lower. So with everything you just changed as I said, it does seem like some costs are higher. So maybe you can flush it out specifically to those two segments because not sure why the margins would be lower if the revenues unchanged.
Ewout Steenbergen:
Alex these are really small changes and movements on the revenue line and with respect to the expense line for those two segments, which could drive that, for example, you're just staying within the range on revenues, but just having a slight adjustment with respect to the expected margins for that segment. So let me take as an example Commodity Insights, as we have highlighted, this is the segment where we have some impact of the Russian situation, but then that is offset by very positive momentum commercially in the Commodity Insights businesses. So we can offset a part of it. And as a result, you see a little bit of impact on revenue and margins and that is being reflected in those changes. But overall, I wouldn't read too much into it. These are just really minor impacts that we are seeing on those businesses.
Alex Kramm:
Okay. Helpful. Thank you. And then just second just on the Market Intelligence side, hoping that you can give us a little bit more color around the commercial success you're having so far, what I'm asking specifically is I've had some client conversations and it sounds like for at least for some clients, you're not really integrating the sales force, yes. And they are operating basically at two organizations until next year. So I don't know if those are one-offs or this representative of the whole book of business, but I would've expect with all the planning that basically you're going to be operating at as one company. And so maybe just flush out what's been done and why maybe we're hearing that it's not fully integrated quite yet?
Doug Peterson:
Yeah. Alex, thanks for that. And we're actually fully integrated. Market Intelligence is the division that's absolutely the furthest ahead on that. We have done full training of all of the products across the two divisions. We have seen the ability to now go out with joint planning for all customers across the financial services and the Market Intelligence to prior segments. We have a lot of early wins both with clients as well as with products, a couple of examples, some of the early wins have come by moving more and more data sets from financial services into what we talked about earlier on the call to marketplace. We've also seen some early wins on selling products, which would've been traditionally financial service products into the corporate client base of Market Intelligence. And then we have some new products which have also been launched. We talked about one of them, the PVR which is responsive to some new SEC rules, which are coming out later this year. So that must be anecdotal. I'm not sure you were speaking with, but we are really excited about the integration and the speed that we're able to develop a cross-sell. We mentioned that we have over 2,000 cross-sell ideas and leads, and we're following up on those very, very quickly. And as you saw, we're also ahead of our prior assumptions about how we'd be doing with synergy. So this is one of the areas that I think we're actually doing the best on.
Alex Kramm:
Okay. Very good. Thank you.
Doug Peterson:
Thanks Alex.
Operator:
Thank you. The next question is from Toni Kaplan with Morgan Stanley. You may go ahead.
Toni Kaplan:
Perfect, thanks. Wanted to ask another one on synergies. It looks like you're making really great progress on the cost side, on the revenue side. It makes sense that it'll take a longer time just given the need to create new products. But I guess, are you aware you thought you'd be on the revenue synergy side or is it taking longer and do you still feel good about the 2024 target there?
Doug Peterson:
Yeah. Thanks Toni. Well, I feel actually really positive about the projections that we have on the revenue synergies. It's something that we've always known that would take a while to understand the customers, to be able to integrate data sets to have a fully integrated sales force. But to have the ability to already be running it at $15 million run rate which we announced this quarter for me is ahead of what we would've thought we would've been. We still haven't changed the view that a lot of the revenue synergies will be more back-ended in the next two to three years. But the early projections in the early progress is excellent.
Toni Kaplan:
That sounds great. And then just on Market Intelligence, the Enterprise Solutions piece only up 2% year-over-year, just want to clarify, is this the legacy IHS Solutions business? I think it used to be comprised of enterprise software and managed services. I just – I wasn't as familiar, I guess, with the volume based offerings that are in there, which is driving maybe the slow down, just any additional color on that thing?
Doug Peterson:
Yeah. Thanks Toni. Yeah, you're right about, what's comprised of that solutions group. It includes IPO as well. But there's a portion of the revenues in that business which come from IPOs and as you know, the IPO market has been incredibly weak. So that's the main issue which has seen slowed down of growth, but the underlying business is doing quite well. We're delivering software, we're delivering solutions. This is one of the areas where we've seen some of the early wins on being able to position products, which traditionally have been sold to financial services into the corporate sector. So off to a great start, but having some impact from the very, very weak capital markets in IPO positioning.
Toni Kaplan:
Makes sense. Thank you.
Doug Peterson:
Thanks Toni.
Operator:
Thank you. Our next question is from Hamzah Mazari with Jefferies. You may go ahead.
Hamzah Mazari:
Hey, good morning. My question is on the non-transactional side of the ratings business, maybe you could just comment on how stable is that business through the cycle and what are your sort of assumptions there for the balance of the year?
Doug Peterson:
Good morning Hamzah, of course I will give you some further insights on that. As you know non-transaction revenues is a bucket of different elements and they are not all pointing in the same direction. So let me give you a little bit further insight in what we're expecting here. So what is looking strong is annual fees as well as CRISIL. So we would expect those to continue to do well for the remainder of the year, in-line of what you have seen for the second quarter. And that will be offset by some impact of FX, ratings evaluation services, which is more linked to M&A and initial credit ratings, which is also down. So I think best to expect a low single digit decline for non-transaction revenue this year, but that is of course in the bigger scheme for ratings providing some offset and stability for the transaction revenue declines.
Hamzah Mazari:
Got it. Very helpful. And just my follow-up is just on the Indices side of the business, I think the SEC was looking at whether Indices businesses should be treated as investment advisors versus data publishers. Is there anything, I guess on the regulatory front on the Indices side that you are looking at or that investors should be cracking or is this just not really material? Thank you.
Doug Peterson:
Yeah. Hamzah, as you know our business has already run as if we're regulated and we are regulated in some jurisdictions like the European jurisdiction under what's called the BMR. The SEC has a request for comment out about – for about index providers. We will file a response. As you know, there's a long term trend from active to passive. It's an industry that has very low cost independence, a lot of transparency. We have a very strong performance over the last 65 years, and we'll obviously highlight all of that in our response to the SEC. But as of now, this is just a request for comment. There's nothing related to it. That is any regulatory proposals. And we were not surprised given the size of the growth of the index industry.
Hamzah Mazari:
Got it. Thank you.
Doug Peterson:
Thanks Hamzah.
Operator:
Thank you. Our next question is from Jeff Silber with BMO Capital Markets. You may go ahead.
Jeff Silber:
Thanks so much. In looking at Slide 23 where you have your economic assumptions, you’re forecasting obviously slower growth in real GDP, but not really forecasting a recession. We can argue what the definition of a recession is later. But let me play devil’s advocate. Let’s assume that the U.S. more importantly the global economy might be going into a recession in the second half of this year. What would be the impact on your different business segments?
Doug Peterson:
Let me start, and then I’m going to hand it over to Ewout to give you some more color. But first of all, we have the assumptions that you saw on Slide 23. We have seen a significant slowdown in growth in the United States, the Eurozone and globally, and China being one of those markets, which is also seemed substantial slowdown given their current policies. This has also been matched with a higher inflation. Each of our businesses have different types of impact in this scenario with the ratings business you’ve already seen is being directly impacted already by the increase in inflation, by the weak issuance environment, by the uncertainty in the markets. If you looked at our commodity insight business, we could see some growth in the volatility from the higher cost of oil, which you saw here, we have a projected that the crude price will be at $106 and a range that’s much higher than it had been in the prior years. That leads to some increase in interest in trading information for risk information and then the overall energy industry does quite well in that positioning. So we could see some benefits from that. Our other businesses market intelligence should see some benefits from people interested in information and data about the risk environment, but at the same time, if we – if our customers start going under stress, we might have to think about how we negotiate with them to accompany them in their – in if they have difficult times. I’m going to hand it over to Ewout to mention a little bit more about indices impact as well as the other businesses.
Ewout Steenbergen:
Jeff of course, immediately thinking at the more market sensitive businesses, ratings transaction revenue, the AUM fees in the index business, but offset by of course a higher ETD volumes. And as Doug mentioned before, the capital markets platform business in the enterprise solutions part of market intelligence, but the offset is that we are seeing other parts of the businesses doing well when we have higher volatility for example global trading services and commodity insight just to mention one area. On top of it, we are then having the opportunity to take further actions. You could say to some extent, we’re already executing on our downturn playbook at this moment and taking those actions for the second half of this year, and that is to protect our margins. And we can of course pull those levers even harder. I would like to point out that actually the merger gives us a very good basis and a strong benefit to deal with a more uncertain environment and future. The resiliency of the business, the higher level of recurring revenues that we are having, the diversification benefit and then also of course, all the synergies that we can achieve. And those gives us levers in terms of offsetting an environment that we think is a clear benefit and is a differentiator for us compared to many others.
Jeff Silber:
Okay. That’s really helpful. If I could shift back to the ratings business, we saw a pretty large bond sale yesterday from Apple. I don’t know if there were a frequent issue or not. I don’t know if you were involved, if that’ll impact your transactional revenues, but more importantly, they seem to be a pretty good timer over the market. Do you think that might be a bellwether that we’ll see other companies come to market that we might not have expected a few weeks ago?
Doug Peterson:
Yes. Jeff, we’ve actually seen pretty strong issuance from the investment grade sector. A lot of those large issuers, especially financial institutions tend to be on frequent issuer programs, where we really see the biggest impact on the downdraft of issuances in the non-investment grade, the high yield sector, you’re looking at the B, CCC, BB sectors. So there’s been very low formation of CLOs. In fact, we’ve seen the retail sector have withdrawals from risk positions and so we’ve seen a decrease in funding for CLOs. So there – the real part of the issuance curve, which we’re not seeing any life at all is really the high yield sector. But on the on the investment grade, there has been a lot of activity, we’ve seen in particular financial institutions very active, and then people like Apple, you’ve seen there, but the real story, we need to look deeper across all of the different segments. And it’s the high yield sector both for loans and bonds that we’ve seen the biggest weakness.
Jeff Silber:
Okay. Really helpful. Thanks so much.
Doug Peterson:
Thanks, Jeff.
Operator:
Thank you. Our next question is from Faiza Alwy with Deutsche Bank. You may go ahead.
Faiza Alwy:
Yes. Hi, thank you, and good morning. I was hoping to follow-up on revenue synergies. And curious if you could give us some examples of areas where you’re seeing the most traction at this point.
Doug Peterson:
Yes. So first of all, we’re – as I said earlier, we’re really excited that we’re off to such a fast start on the cross-sell. And so the initial opportunities have are on cross-sell and the two biggest areas we’ve seen the growth is in the market intelligence business, it’s been with the sales of what had traditionally been financial services products for example, products which are used for Investor Relations teams and finding the corporate segment, which market intelligence had a lot of penetration with being able to open that door and bring those types of products to the corporate sector. In the commodity insights world, we see a lot of opportunities for data and research products, which were coming from the ENR side from IHS Markit that are now being marketed to the traditional plats clients that were benchmark clients. And so we’ve seen a lot of upside there. A third area would be within the index business. As you know, we brought the IHS Markit’s fixed income index business over, and there’s a lot of opportunities. These are not necessarily in our run rate yet, but they’re in our pipeline related to ESG Indices that will be on fixed income indices. So that’s a big theme that we haven’t seen necessarily the revenue coming in yet, but a lot of interest in that, but those would be the three largest areas so far.
Faiza Alwy:
Great. Thanks. And then just a follow-up on the rating side of the business, you were just talking about high yield. And I’m curious as we look at your refinancing study, assuming the volatility eases as we get into 2023. And I know you said you won’t comment on 2023, but I just wanted to get just a holistic view around how you think about the high yield market normalizing from here.
Doug Peterson:
Yes. The high yield market we look at in a few ways, one of them is obviously there’s a large amount of firepower of capital that’s available for the private equity in the sponsor industry. We estimate that that’s well north of $1 trillion somewhere around $1.3 trillion to $1.4 trillion of capital be deployed. We also look at the M&A pipeline, the M&A pipeline right now there’s a lot of deals to be completed, but they’re actually taking a lot of time. So there’s a slow realization of M&A, which has already been announced, but not completed. So that’s another one of the levers we look at quite closely. And then there’s going to be a refinancing requirement, they’ll be start coming in over, which relates to 2023, 2024, 2025. Traditionally, we’ve seen some of that pull forward into earlier times as people look at how the interest rate market is playing out what their growth prospects are, et cetera, but those would be the key factors we’re looking at the what’s happening with rates, what’s happening with the private equity industry, with M&A, with refinancing. And then just generally speaking, as you know, I mentioned earlier to one of the other answers, there’s kind of a risk off approach, especially from the retail and the wealth management sectors. They have not been participating in the formation of new CLOs. And in fact, have been withdrawing their liquidity from the high yield products. So we think that we will start seeing people go back into that when there’s some more uncertainty and stability in the markets as well.
Faiza Alwy:
Great. Thank you so much.
Doug Peterson:
Thanks, Faiza.
Operator:
Thank you. Our next question is from Andrew Nicholas with William Blair. You may go ahead.
Trevor Romeo:
Hi, good morning. This is actually Trevor Romeo on for Andrew. Thank you so much for taking the questions. Just two quick ones for me. First of all, the ESG revenue growth of 66% in a quarter, it’s encouraging to see that accelerate kind of even further. Just wondering if there’s anything in the current environment that’s kind of boosting that ESG growth above trend or if there’s kind of any evidence that even higher growth rates might be sustainable over a longer period of time.
Doug Peterson:
Yes. Good morning. So let me give you a little bit more color on the ESG growth, which is of course phenomenal and we’re very happy because we have been guiding to a 46% CAGR for a multi-year period and to be coming in at this kind of a level of growth of 66% is of course really great. So a couple of underlying elements, we’re seeing nice growth in commodity insights that’s written by clean energy technology, energy transition activities, as well as new price assessments around ESG. Also market intelligence doing well, particularly around climate and the true cost offerings and the ESG data sales. If we look at the Indices business, we have been investing a lot in new ESG Indices, and that is also clearly starting to payoff. And then in ratings, although coming from a small base, we see some positive momentum in second party or opinion, so good momentum. We’re clearly investing in it. There’s a lot of market demands and we would expect that positive momentum in ESG to continue.
Trevor Romeo:
That’s great. Thanks. And then maybe a somewhat related follow-up. The Inflation Reduction Act that’s been proposed out there has pretty significant climate investments and tax credits for the clean energy industry. So would you see something like that if it actually were to get past kind of having any demand on either the commodity insights business or the ESG business? Thanks.
Doug Peterson:
It’s something that’s still obviously in discussion in Washington. Generally speaking, infrastructure bills something like this, which is going to be geared towards the climate sector could see some benefit as it – as the financing gets into the market, but this could take a while before we really start seeing it layer into the market.
Trevor Romeo:
Okay. Understood. Thank you very much.
Doug Peterson:
Thanks, Trevor.
Operator:
Thank you. The next question is from Craig Huber with Huber Research Partners. You may go ahead.
Craig Huber:
Great. Thank you. My first question, on commodity insights, curious in the second quarter, what percent of the revenues there were fossil fuel based about by the end customer? And then along the same lines there, when are you guys expecting peak oil use globally? Then I have a follow-up
Doug Peterson:
On the first question about the fossil fuel based, I don’t have the answer. We’ll have to get back to you on that. But just remember that across the business, a large part of our complex relates to – it relates to energy. But in addition, we’ve seen some great opportunities to increase our knowledge across the group. As an example, we issued a special study on copper, which even though copper isn’t a fossil fuel, copper is going to be necessary component for the energy transition. So we’ll have to get back to you to the answer on the fossil fuel question.
Craig Huber:
And then also can you talk a little bit about the your market intelligence area that the health of the – of your customers there right now given the market volatility. What’s the sales pipeline looking like? Just talk about that, please. Thank you.
Doug Peterson:
Yes. The commodity insights business actually despite knowing that the price of oil is quite high is a healthy pipeline right now. There’s a lot of demand for information. As I mentioned, the special copper study we’ve done, we have been deploying a whole new set of energy transition products. So even if there’s been some concern, some of the traditional areas of some of the consumers of oil and gas might have a little bit more stress. The overall market is still very robust with the energy industry itself in a strong position, the commodity industries are looking for a lot new insights, information and data. And then we’re being able to find new opportunities to mix and match our data across the entire company. As an example, we’ve launched some new indices through the index business, which relate to commodities data. So we’re finding a lot of opportunities across the company to mix and match products. We see a strong growth pipeline.
Craig Huber:
Great. Thanks, Doug.
Doug Peterson:
Thanks. Thanks, Craig.
Operator:
Thank you. Our next question is from Owen Lau with Oppenheimer. You may go ahead.
Owen Lau:
Good morning, and thank you for taking my questions. Could you please give us an update on your ability to pass through some of the inflationary cost to your customers through with pricing in each segment. Thank you.
Doug Peterson:
Hello, Owen, and let me give you some further insights on that. So when we think about pricing, we always first start to think about the value we generate for our customers. So that’s the starting point. And as you know, our products are very valuable. They’re important, particularly in an current environment with high volatility, lot of economic uncertainty, our research, our datasets, our insights, all the consumption of it is even higher in the current period of times. And then we also know our base products itself are very valuable for our customers. So that is always the starting point before we start to think about pricing. Obviously in an high inflationary environment, it’s fair to consider passing on a part of our cost price increases to our customers, if that is appropriate and balanced in relation to what I said before. And we’re doing that selectively. So think about custom and data subscriptions in index, there we have made some changes and also we have made a list price change in the ratings business now starting on August 1. So a mid-year change also for the ratings fees. So those are a couple of examples, but always in the context of finding the right balance for the company and thinking about the health of the company, the retention levels and the interest of our customers from a medium and long-term perspective.
Owen Lau:
Got it. That’s helpful. And then on the dealer revenue in your Mobility segment, I think it was quite strong up 10% year-over-year. Could you please talk about maybe the drive of that strength from CARFAX and also the sustainability of this growth? And then more broadly, could you please also talk about the retention rate of the Mobility business? Thank you.
Doug Peterson:
Yeah. Thanks, Owen. This is a business that is benefiting tremendously from all of the disruption in the supply chain and the automotive manufacturing sector. The dealers right now are really in a high need for information about the used car sector, which is where the most movement is going. They’re working very closely with the manufacturers and the OEMs on programs about providing discounts, providing incentives for new car sales. So the dealers right now are in the middle of a very high demand low product environment. And so CARFAX has been benefiting across the board. So all the CARFAX businesses, as well as Automotive Mastermind, there were a couple of new products that were launched. One that’s called – it’s called an EyeQ, spelled E-Y-E-Q product, which provides a balance between the manufacturing and the dealer segment to look at how incentives and discounts are provided. So this is an area where CARFAX has been tremendously benefited by this difficult environment. And it’s really the dealers that have the highest demand.
Owen Lau:
Got it. Thank you very much.
Doug Peterson:
Yes. Thanks Owen.
Operator:
Thank you. The next question is from Jeff Meuler with Baird. You may go ahead.
Jeff Meuler:
Yes. Thank you. I see that you have your third straight quarter of upstream data ACV growth adjusted for Russia-Ukraine. I guess my question, is it continuing to accelerate or can you just give us any sense of the order of the magnitude of the growth in that business, given obviously revenue is lagging.
Ewout Steenbergen:
Jeff, in fact, this is the third consecutive quarter that we’re seeing ACV growth in the upstream business. Of course, a bit impacted by the Russia situation. So think about it more in the revenue growth of around 3.5%, if you exclude that Russia impact for the quarter itself for revenues in the upstream business. So I would call this a turnaround. This is a business that had a very difficult period for the last few years, but coming out of it in a very strong way, clearly, the overall situation in the energy markets are helping this business. The levels of CapEx that are going into this industry are going up. So very positive momentum and we would expect that also to continue in the near future.
Jeff Meuler:
Okay. And then Ewout, I get that you’re saying the adjustments in terms of segment margin guidance are small. I get that, I guess, are the adjustments driven by the pricing or the inflationary pressure that you’re seeing. Or is there also some reallocation of corporate cost, because of the lower revenue outlook in the rating segment that get absorbed into those other segments? Thank you.
Ewout Steenbergen:
No changes with respect to financial reporting allocations and so on, actually allocations are coming down, because of the synergies, of course, also helped by the management actions that we highlighted. So what you are seeing is actually a really a very mix shift of reasons what is happening in the different businesses. So I was speaking about the assumptions, for example, in the Index business, with respect to the AUM level, staying flat in our assumption for the second half of the year, the impact of Russia in Commodity Insights offset by strong commercial momentum. So a very different set of reasons for each of the segments. But I think overall, these impacts are relatively small. I think the main area, of course, that you are seeing is the impact of the outlook for ratings, where we are not assuming any improvements in the issuance environment for the second half of the year compared to what we’ve seen in the more recent past. But five of our six divisions from our perspective, performing very well, quite resilient are seeing good, healthy revenue growth and strong margin expansion. And we think margin expansion in this environment is actually a really positive that we can deliver to our shareholders.
Jeff Meuler:
Okay. Thank you.
Operator:
Thank you. The next question is from George Tong with Goldman Sachs. You may go ahead.
George Tong:
Hi. Thanks. Good morning. I wanted to go back to your issuance outlook. You’re forecasting a 30% to 45% decline in build issuance for this year. Can you clarify if your updated guidance assumes that issuance trends will mirror performance we’ve seen in June and July? Or if you’re assuming issuance over the remaining five months will be similar to the first seven months of the year effectively calling up bottoming in issuance performance year-to-date.
Doug Peterson:
Yes. George, the second half of the year’s assumption is that it’s similar to June and July. If you actually look at any year, the second half of the year is always has lower level of issuance in the first half of the year. If you think about it, you’ve got the summer months in there, you’ve got July and August, which are always quite slow. And then you’ve got some holidays towards the end of the year in the U.S. market, which are also quite slow. So we’re expecting that there will be the issuance level will be similar to what it’s been the last couple months.
George Tong:
Okay. And is that on an absolute dollar basis of issuance or is that seasonally adjusted looking at year-over-year growth trends?
Doug Peterson:
Both.
George Tong:
Okay. Got it. And then a as a follow-up, maybe going back to Commodity Insights, you’re calling for mid-single-digit growth and that outlook was unchanged from your prior outlook. You mentioned Russia, of course, being a headwind, but can you talk about other moving pieces in the business? I would’ve expect Commodity Insights potentially to benefit more from some of the commodity prices we’ve seen.
Ewout Steenbergen:
George. So if we look at the underlying components and the sales activity, we’re actually seeing record sales levels of the last few quarters for Commodity Insights, clearly highlighting the benefit of the combined business. We are now having the benefit are the commodity prices today net-net, that’s a good situation for our customers. The benefit we are seeing from some of the revenue synergies, although, it’s early and the numbers are low that is clearly benefit. And then of course, on top of that, also the focus on energy transition, which leads to additional investments. And we have of course, an incredible level of expertise around that, that we can help our customers. So across the Board, in each of the categories, if it is advisory and transactional, if it is upstream, price assessments and the resource data and insights, I think all of that is looking very positive. Yes, there is a little bit of the impact of Russia 10 months of impact this year, because that impact started more or less in March. Then you will see a little bit of impact for two months next year, then we will be lapping that and then I think all the underlying drivers of positive momentum will continue.
George Tong:
Got it. Thank you.
Ewout Steenbergen:
Thanks George.
Operator:
Thank you. Our next question is from Shlomo Rosenbaum with Stifel. You may go ahead.
Shlomo Rosenbaum:
Hi, thank you. I cut out a little bit, and so I’m not sure if you addressed this in prior discussions. But in the Mobility segment, dealing with very strong demand in CARFAX because of used cars in the like. If you would see – if we start to see some improvement in supply chain over the next year or so, do you expect that we’re going to see a little bit of a balancing out in some of the other areas we’ll do better? Or do you expect that we’re going to start to see just not seeing the same kind of growth that we saw beforehand in terms of CARFAX.
Doug Peterson:
Yes. Thanks, Shlomo. We think that this Mobility segment has a many – has a very high growth trajectory ahead of it. If you look at a couple of different factors, one that I described earlier relates to the used car environment, where right now there’s very low production of new automobiles, which is taking place, which means that there is a need for dealers to have product. They don’t have product right now. So when they get it, they can sell it, they can sell it at premium. They need the data in the analytics, whether it’s from Automotive Mastermind or it’s the CARFAX product. So there’s a high demand right now for that. And the dealer’s approach to working with customers is not going to go away even as the global production starts coming back. And there’s going to be a revolution taking place in the transmission system such will move toward electric vehicles. So the dealer approach is going to stay quite important. We think the manufacturing approach could actually benefit from much higher growth of production. You see that we think that the global production will start continuing to increase over the next few years going up – even up to 9% in 2023 in the Slide that we produced. There’s another area which we think has some opportunities for growth, which is financials. And we’ve been producing some new products for the financial sector. We talked about one of them earlier, which is some credit information for the insurance industry, as well as the financial services industry on the automotive sector. So across the board, we think this is a segment, which is going through a lot of change. There’s a lot of disruption taking place and it’s an opportunity for us to be at the middle of that to provide the data and the insights and analytics, the dealers and audit manufacturers and financial institutions need to make informed decisions.
Shlomo Rosenbaum:
Okay, great. And then, Ewout, this is just maybe a housekeeping one. But what was the ending share count? Not the average share count in the quarter, but kind of the ending share count. And should we expect that to be very different next quarter in terms of kind of finishing up the ASRs. Just trying to figure out, make sure we’re – at least our modeling the share count appropriately.
Ewout Steenbergen:
Shlomo, we put a specific slide in the appendix to help you with your question and where you can see the decline of the overall share count over the period of this year. So we started with 360 – sorry, 356 million of combined shares after the issuance of shares for the IHS Markit shareholders. That has come down to 339 million most recently. We expect about 5 million of shares to be delivered as a true up for the $8.5 billion ASR that will be ended soon. Then we will enter into the new $2.5 billion ASR, the upfront delivery of that would be something like 6 million of share, so somewhere later this month, we all have those also taken out. So you could say about 25% of the shares that were issued for the IHS Markit have already been removed in a period of six months, which we think is phenomenal. And then of course, we get the true up of the new ASR of $2.5 billion and shares that will be delivered for the 1 million at the end of the year. So that is the decline, but more details you can find in the appendix of the slide to help you and all your colleagues with the mobile link.
Shlomo Rosenbaum:
Thank you.
Doug Peterson:
Thanks, Shlomo.
Operator:
Thank you. The next question is from Andrew Steinerman with JPMorgan. You may go ahead.
Andrew Steinerman:
Hi. I just wanted to go back to Slide 31 Market Intelligence, where desktop, which is where I want to focus was up 6%. And you did mention strong new sales and renewals. I know this is an area where you’re adding content and data to Cap IQ Pro, I just wanted to know how much of this is kind of market driven versus your kind of product upgrade driven. And do you expect momentum in your desktop business in the second half of the year?
Doug Peterson:
Good morning, Andrew. We are very pleased with the trends we’re seeing with respect to desktop, very stable business, growing in a steady way. We see good commercial momentum. We see good user satisfaction levels, and that is translating in high retention, nice growth of annualized contract value, pickup of price increases based on the enterprise approach we are doing with respect to our contracts. And then also [indiscernible] of the products is going up. Satisfaction level also better think about page loads that are going much faster than we had in the past. So overall, we like what we are seeing in desktop growing nicely steadily and good commercial momentum and great customer satisfaction around it.
Andrew Steinerman:
Thank you. Appreciate it.
Doug Peterson:
Thanks Andrew.
Operator:
Thank you. We will take our final question from Russell Quelch with Redburn. You may go ahead.
Russell Quelch:
Yes. Thank you for having me and appreciate it. To be on the current catch up buyback, can you just lay out your priorities for use of excess capital? Should we be expecting our phones in the second half of this year? And if we should, perhaps, what areas do you believe you are light in terms of data and product suite? Thanks.
Ewout Steenbergen:
So I would say this in the following way and by the way, thank you for joining the call and thank you for initiating your coverage on S&P Global. We are looking at continued return of capital. We have our specific targets with respect to our capital management philosophies, and we will continue to execute on that. We’re very happy that we will continue with the 12 billion share buyback, despite lowering our adjusted free cash flow for the full year. We have sufficient ability to complete to 12 billion, and then we’ll continue with returning capital to our shareholders next year with the at least 85% of free cash flow. We have no plans with respect to large M&A at this moment, maybe some small tuck-in and bolt-ons where we can find some nice additions to our propositions. Think about ESG, but otherwise no changes with respect to the plans, the philosophy and the targets will continue on the path that you’re used to see from us.
Russell Quelch:
Thanks, Ewout. I’ll leave it there. Thanks for your comments.
Doug Peterson:
Thanks, Russell. Well, as we close the call, I want to thank everyone again for joining it for your questions and for your support. As I said at the beginning of the call, it’s incredible to see that within just five months, how much stronger and resilient we are as a new company with S&P Global and IHS Markit. We have a very robust integration management office in place, we call it the IMO. We’re partnering with all of the businesses together with a new management team to create value and to ensure that we can create this unified vision to deliver S&P Global. None of the progress would be possible without the commitment and really hard work of our people. They’ve done a fantastic job and I do want to thank them again for their effort as they’ve been working for over 1.5 years, two years to get ready for this deal. And now the last five months to really make sure it’s moving along. I’m really pleased that all of us have come together to do such a great job so far, and we want to continue to deliver. I hope that everyone has an enjoyable summer and want to thank everybody for joining the call today. Thank you very much.
Operator:
That concludes this morning’s call. A PDF version of the presenter slides is available now for downloading from investor.spglobal.com. Replays of the entire call will be available in about two hours. The webcast with audio and slides will be maintained on S&P Global’s website for one year. The audio-only telephone replay will be maintained for one month. On behalf of S&P Global, we thank you for participating and wish you a good day.
Operator:
Good morning and welcome to S&P Global’s First Quarter 2022 Earnings Conference Call. I’d like to inform you that this call is being recorded for broadcast. [Operator Instructions] I would now like to introduce Mr. Mark Grant, Senior Vice President of Investor Relations for S&P Global. Sir, you may begin.
Mark Grant:
Thank you for joining today’s S&P Global first quarter 2022 earnings call. Presenting on today’s call are Doug Peterson, President and CEO; and Ewout Steenbergen, Executive Vice President and Chief Financial Officer. We issued a news release with our results earlier today. If you need a copy of the release and financial schedules, they can be downloaded at investor.spglobal.com. The matters discussed in today's conference call may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including projections, estimates and descriptions of future events. Any such statements are based on current expectations and current economic conditions and are subject to risks and uncertainties that may cause actual results to differ materially from results anticipated in these forward-looking statements. A discussion of these risks and uncertainties can be found in our Forms 10-K, 10-Q and other periodic reports filed with the U.S. Securities and Exchange Commission. In today's earnings release and during the conference call we are providing adjusted financial information. This information is provided to enable investors to make meaningful comparisons of the corporation’s operating performance between periods and to view the corporation’s business from the same perspective as management. The earnings release contains exhibits that reconcile the difference between the non-GAAP measures and the comparable financial measures calculated in accordance with U.S. GAAP. I would also like to call your attention to European Regulation. Any investor who has or expects to obtain ownership of 5% or more of S&P Global should contact Investor Relations to better understand the potential impact of this legislation on the Investor and the Company. We are aware that we have some media representatives with us on the call. However, this call is intended for investors and we would ask that questions from the media be directed to our Media Relations team whose contact information can be found in the press release. At this time, I would like to turn the call over to Doug Peterson. Doug?
Doug Peterson:
Thank you, Mark. Welcome to today’s first quarter earnings call. I'd like to start by highlighting the historic event that occurred in the first quarter of 2022. We completed our merger with IHS Markit. And I'm incredibly excited to be joining you for our first quarterly earnings call as a combined company. The promise of the merger has already begun to manifest itself in our culture and our financial performance. Beginning with a few financial highlights. We reported strong financial results with adjusted pro forma revenue increasing 2% and adjusted pro forma diluted EPS increasing $0.01 year-over-year despite one of the most challenging issuance environments in recent history. We saw positive revenue growth in five of our six divisions, including double-digit growth in three of them. Adjusted pro forma expenses increased 8% as we continue to invest in events, people and technology. Though much of this expense growth is non-recurring as we'll discuss later on. We're updating our guidance to reflect the increased uncertainty caused by the macroeconomic and geopolitical landscape. And Ewout will walk through these details in a moment. I'd also like to share a few highlights from the first quarter. As I mentioned, we completed the merger with IHS Markit, had a number of exciting achievements. We announced a $12 billion accelerated share repurchase or ASR and launched the first tranche of $7 billion dollars in March with the remainder to be executed by the end of the year. We took advantage of this still historically low interest rate environment to optimize our capital structure and lower our average cost of debt. And we had strong attendance at some of the industry's most important conferences, including CERAWeek, World Petrochemical Conference and TPM22. While we've only been together for 2 months, we're already starting to see validation of our investment thesis, and the results of our comprehensive planning are paying off. We've begun leveraging technology like Kensho across the broader organization to automate processes to increase efficiencies. We've begun development of several new products and features across the divisions. We're integrating our divisional commercial teams, and we've already closed synergy deals in multiple divisions. I want to take a moment to touch on culture and leadership. We brought our combined leadership team together in person for the first time in March. We were thrilled to see so many of our colleagues brainstorming, planning, working and functioning as if they had already been together for years. We saw the free exchange of ideas, strong proposals for new growth engines, and clear alignment on our strategy, purpose and values. We also heard a unified voice among our leadership in support of our people first initiatives and our commitment to diversity, equity and inclusion. We came away energized and full of confidence that we'll be able to take the absolute best not only from each company, but from each person in the organization and create something exceptional with S&P Global. I have never been more inspired by our people, and I'm more excited than ever to work with them to drive sustainable, profitable growth. When we announced the merger in November 2020, we noted that we needed regulatory approval in multiple jurisdictions. We received final regulatory approval on February 25, 2022, and officially closed the merger 3 days later on February 28. We immediately went to work optimizing the capital structure issuing $5.5 billion in new debt, most of which was used to refinance existing debt at lower rates. We completed that refinancing in April 2022. In order to secure regulatory approval for the merger, we will require to divest a number of businesses. The table on this slide lays out the details of those divestitures. As we have shared with you before, the aggregate revenue from all of the businesses being divested is approximately $425 million. And the margins for each of these businesses are higher than the margins for each of the divisions they were in. We're confident that we negotiated well on behalf of our shareholders in these transactions, evidenced by approximately 9.5x revenue multiple paid by the acquirers of these businesses in aggregate. Net after tax proceeds will total $2.85 billion. Now to recap, the financial results for the first quarter. Revenue increased 2% to $3.1 billion. Our adjusted operating profit decreased 6% to $1.4 billion. Our adjusted pro forma operating profit margin decreased approximately 340 basis points to 45% as both profits and margin were negatively impacted by the decrease in ratings transaction revenue and expense growth I mentioned earlier. As you know, we measure and track adjusted segment operating profit margin on a trailing 12-month basis, which decreased 60 basis points to 47%. In addition to our strong overall revenue performance and continued expense management, we launched a $7 billion ASR and began optimizing our capital structure. Combined with tax effects of merger related synergies and prudent investment, we increased adjusted pro forma diluted EPS year-over-year. Looking across the six divisions, I'm encouraged by the fact that even in a challenging macroeconomic environment, we were able to deliver strong revenue across five of our six divisions, including double-digit growth in Commodity Insights, Mobility and Indices. In line with the expectations we laid out on our call in March, we did see a year-over-year decrease in ratings driven by an exceptionally soft issuance environment. During the first quarter, global bond issuance decreased 12%. This understates the impact to our business, however, as high yield issuance declined far more dramatically. In the U.S., issuance in aggregate decreased 25%. Its investment grade decreased 19%, high yield decreased 75%, public finance decreased 15%, structured finance increased 9% due to large increases in mortgage-backed securities offset by declines in structured credit. Bank loan ratings declined 35% year-over-year. European issuance decreased 14% as investment grade decreased 11%, high yield decreased 54% and structured finance increased 27% due to increases in RMBS and covered bonds, partially offset by declines in ABS, CMBS and structured credit. In Asia, issuance was flat. The next two slides look at the difference we saw in the quarter between investment grade issuance, and the issuance of high yield and leveraged loans. This slide shows an investment grade issuances resilient relative to other categories, decreasing only 5% year-over-year. This slide depicts the combination of high yield issuance in leveraged loan volume. This quarter we saw a decrease of over 50% from the incredible levels in the year ago period. High yield was particularly impacted by the uncertainty in the market, with issuance decreasing 68% year-over-year. While difficult to pinpoint exact causes, issuance in the first quarter was impacted both by the pull-forward we witnessed and discussed last year as well as the intentional delay we're hearing from customers, as many issuers wait for clear signs of stability before re-entering the market. Now turning to some of the factors that made this quarter successful for S&P Global. We saw significant increases in engagement and usage of our products and our content this quarter. The metrics on this slide are clear evidence that in periods of increased uncertainty, whether that's in the macroeconomic picture, market volatility or geopolitical tensions, our customers turn to us. They turn to us for the insights, data and tools that they need to make well informed business and investment decisions. It's also important to remember that S&P Global's stronger more diverse product portfolio allows areas of the business to thrive in times of elevated volatility and uncertainty. Within the S&P Dow Jones indices business, we saw more than 20% growth in revenue from our exchange-traded derivatives, whose volumes are directly correlated with market volatility. In the commodities markets, our global trading services business within Commodity Insights grew 17% year-over-year. During the first quarter, we held a number of Premier conferences attracting thousands of leaders from multiple industries. Several of these conferences returned to being in-person events for the first time in 3 years. One of these was CERAWeek. For some S&P Global Investors CERAWeek may be unfamiliar. CERAWeek is the world's leading event for the energy industry taking place in the first quarter each year and hosted in Houston, Texas. We were thrilled to welcome attendees back in-person. And it's clear that all of the factors impacting the energy industry right now, industry and government leaders wanted to be there. We had record attendance with over 5,200 delegates, 900 speakers and 50 senior government officials. With the combined resources, S&P Global Platts and IHS Markit, we're confident that CERAWeek will continue to grow and set itself apart as the must attend event for energy industry leaders. We also hosted the annual World Petrochemical Conference and the TPM Conference in the first quarter. Both conferences aimed to help industry leaders navigate some of the most pressing challenges facing our global economy. WPC convened this year to discuss how the chemical industry can help facilitate and thrive in a world progressing towards more sustainable operations, including net zero emissions targets. Our conferences bring people together to drive innovation and growth in different industries. But they also demonstrate the strength of S&P Global as a source and a destination for global leadership. We're thrilled with the progress we've made as we celebrate the first anniversary of Sustainable1. ESG revenue growth accelerate on both reported and organic basis in the first quarter, growing 57% year-over-year to reach nearly $50 million. We continue to introduce new ESG-related products and product enhancements at a rapid pace. In the first quarter, we saw the launch of 17 ESG ETFs based on our indices, and we ended the first quarter with AUM in ESG ETFs growing 28% to surpass $33 billion. Our Indices and Commodity Insights teams collaborated to launch the S&P GSCI Electric Vehicle Metals Index, and we continue to enhance ESG scores made available through our Capital IQ pro platform. One of the greatest advantages we have in ESG is the robust set of data that comes to us through the active participation of covered companies. Our 2021 corporate sustainability assessment saw a 64% increase in the number of companies working with us directly to ensure the datasets behind our ESG scores are robust, accurate and comprehensive. Our coverage of more than 11,000 companies includes approximately 2,300, which provide datasets and disclosure directly to CSA. Our commitment to active partnership with covered companies ensures our ESG scores are informed by the best data available. Now turning to our outlook. We have updated our bond issuance forecast for the year to reflect a decrease in the first quarter, as well as to better reflect the ongoing impact of macroeconomic uncertainty and the ongoing conflict in Ukraine. We now expect global issuance to decline approximately 5% year-over-year within a range of down 14% to flat in 2022. We expect corporates to see a 12% decrease in issuance partially offset by a 2% increase in financial services issuance. We expect U.S public finance and structured finance to each soften by 7%, and international public finance to shrink by about 1.5%. As we evaluate the remainder of the year, we wanted to discuss some of the assumptions that underpin our guidance. Let me start with our response to the tragic events taking place in Ukraine, and the impact on our business. As we've shared with you previously, combined revenue from Russia and Belarus is less than 1% of our total revenue. We have suspended commercial operations in Russia and Belarus including all customer contracts. We've suspended ratings of Russian entities and removed stocks and bonds listed or domiciled in Russia from our indices. While the direct financial impact on our business is not material, we acknowledged the indirect impact on the issuance environment and market volatility. We also wanted to illustrate some of the changes in the macroeconomic environment and inform our financial outlook for the company. In addition to lower debt issuance, we now expect slightly lower global GDP growth. Inflation is also likely to have a greater impact on our business and the economy as a whole relative to our expectations earlier this year. We're seeing some upward pressure on compensation expense that we expect to continue throughout the rest of the year. Commodities prices remain elevated relative to our early expectations as well. To be clear, this is not meant to be a comprehensive list of all metrics that inform our outlook, but rather to help investors understand the changes in some of the assumptions we make about the global economy when formulating guidance. Before handing it over to Ewout. I'd like to reiterate how pleased we are with the execution success we've seen in a challenging quarter. Our ability to drive positive growth in both revenue and adjusted pro forma earnings per share in a quarter like this would have been much more challenging before a merger with IHS Markit. The strength, stability and scale of our businesses gives us great confidence to invest for future growth and be optimistic about the years ahead. We remain committed to our strategic organic investments, as illustrated on this slide. And we remain confident these investments will power significant future growth and profitability for the company. With that I'll turn it over to Ewout to walk through our results and guidance. Ewout?
Ewout Steenbergen:
Thank you, Doug. I want to start by emphasizing the successful execution we saw this quarter. With five of our six divisions posting pro forma revenue growth, it's already clear that we are more resilient, both operationally and financially as a combined company. With our larger scale and more diversified revenue streams, we're more insulated to volatility in the debt issuance market. As such, we were able to grow pro forma revenue and adjusted EPS year-over-year even during a period of sharp decreases in issuance. Doug highlighted the headline financial results. I will take a moment to cover a few other items. But as a reminder, when we discuss financial results from operations and cash flows, we're discussing those results on an adjusted pro forma basis, as if S&P Global and IHS Markit were combined for the entirety of all periods presented, unless explicitly called out as GAAP. Adjusted results also exclude the contribution from divested businesses in all periods. We have also made minor refinements to the recast pro forma financials for all four quarters of 2021, which can be found in the amended 8-K filed today. Adjusted corporate and allocated expenses declined from a year ago, caused by a combination of reduced incentive and fringe costs, as well as the release of certain benefits accruals. Our net interest expense increased 5% as we increase gross debt partially offset the lower average rates due to refinancings. The decrease in adjusted effective tax rate was primarily due to tax deductions related to stock-based compensation and merger related optimization of capital and liquidity structure. As we introduced last year, we'll continue to disclose these three categories of non-GAAP adjustments to provide insights into the type of expenses that we are incurring related to the merger and the synergies we have discussed. Transaction costs in the quarter were $281 million. These are costs related to completing the merger. They include legal fees, investment banking fees and filing fees. Integration cost in the quarter were $58 million. These are costs to operationalize the integration. They include consulting, infrastructure, and retention cost. Costs to achieve synergies amounted to $88 million in the quarter. These are costs needed to enable expense and revenue synergies. They include lease termination, severance, contract exit fees, and investments related to product development, marketing and distribution enhancements. During the first quarter, the non-GAAP operating adjustments collectively totaled to $504 million, including a $1.3 billion gain on the sale of businesses and a $200 million contribution to the S&P Global Foundation in addition to the merger related items I mentioned. Given the growth in expenses this quarter, we wanted to provide some insight into the drivers, many of which are transitional. Importantly, we expect expense growth to moderate as we progress through the year, even excluding the impact of cost synergies. In the first quarter, we recognized $8 million in additional T&E expenses as we saw a limited resumption of travel relative to the last 2 years. We've also saw a $10 million increase in advertising expense associated with our Mobility division. Investments in growth initiatives contributed to $28 million of the increase. We are specifically disclosing the increase from what we're calling a step-up impact in the quarter. This relates to increases in expenses that we view as a re-establishment of baseline cost. The return of in-person events included several major conferences in the first quarter as Doug mentioned. Together, these live events added more than $20 million of incremental expense relative to last year when these events were still virtual. Step-up costs also incorporate a comprehensive process to align compensation practices across our employee base. One of these changes is to harmonize the timing of annual merit increases to March from April. The pull-forward of that merit increase costs one month of impact in the first quarter that did not occur in the year ago periods. We also recognized $15 million in additional expense related to the ongoing cloud transition. Free cash flow excluding certain items was $701 million in the first 3 months of 2022. Note that this is meant to reflect the estimated free cash flow of the combined company as if the merger were closed on January 1, 2022. We will provide some additional color on the drivers of our cash balance and our gross debt in the next few slides. Now turning to the balance sheet. Our balance sheet continues to be very strong with ample liquidity. As of the end of the first quarter, we had cash and cash equivalents of $4.4 billion and debt of $11.4 billion. Our adjusted gross debt to adjusted EBITA at the end of the first quarter was 2.57x. As you can see, our cash balance declined sequentially to $4.4 billion. The single largest drive in the reduction was a $7 billion in cash paid to fund the first tranche of our 2022 $12 billion accelerated share repurchase program. We also received net proceeds from divestitures of $2.6 billion and net proceeds of $2.3 billion from the issuance of debt. Now to gross debt. We issued $5.5 billion of new debt in the first quarter, $3.5 billion of which has been allocated to refinancing existing debt. After the quarter closed, we also made a final debt redemption payment of $600 million, which brought our adjusted gross debt leverage down to 2.47x. Now, I'd like to provide an update on our synergy progress. In the first quarter, we have achieved $23 million in cost synergies, and our current annualized run rate is $135 million. While we are already seeing significant progress in pipeline and customer conversations, with only 1 month as a combined company, revenue synergies are negligible. The cumulative integration and cost to achieve synergies through the end of the first quarter is $365 million. Now let's turn to the division results and begin with Market Intelligence. Market Intelligence delivered revenue growth of 7% with growth across all product lines. Expenses increased 8% primarily due to factors I mentioned earlier. Investments in technology, especially cloud transition cost and continued investment in strategic initiatives like ESG. Segment operating profit increased 5% and the segment operating profit margin decreased 60 basis points to 29%. On a trailing 12-month basis, adjusted segment operating profit margin decreased 60 basis points to 30%. You can see on the slide our operating profit from the OSTTRA joint venture that complements the operations of our Market Intelligence division. The JV contributed $26 million in adjusted operating profit to the company because the JV is a 50% owned joint venture, operating independent of the company, we do not include the financial results of OSTTRA in the Market Intelligence division. Looking across Market Intelligence, there was solid growth in each category, and on a pro forma basis, Desktop revenue grew 7%, Data & Advisory solutions revenue grew 12%, Enterprise Solutions revenue grew 2%, and Credit & Risk Solutions revenue grew 8%. As Doug discussed at length, ratings faced a challenging issuance environment in the first quarter with revenue declining 15% year-over-year. Expenses increased 7% primarily due to compensation expense and information service cost partially offset by lower occupancy cost. This resulted in a 25% decrease in segment operating profit and 820 basis points decrease in segment operating profit margin. On a trailing 12-month basis, adjusted segment operating profit margin decreased approximately 105 basis points to 62%. Non-transaction revenue increased 7% primarily due to growth in fees associated with surveillance and growth in CRISIL revenue. Transaction revenue decreased 31% on the soft issuance already discussed. This slide depicts Ratings revenue by its end markets. The largest contributors to the decrease in Ratings revenue were the 21% decrease in corporates and the 12% decrease in structured finance, driven predominantly by structured credit. In addition, financial services decreased 9%, governments decreased 11% and the CRISIL and other category increased 12%. And now turning to Commodity Insights. Revenue increased 14%. Return of in-person conferences, most notably CERAWeek and World Petrochemical Conference drove 70% year-over-year growth in Advisory & Transactional Services revenue. Excluding the impact of CERAWeek, revenue growth would have been 8% year-over-year. Global Trading Services had a great quarter, increasing 17%, mainly due to strong fuel oil and iron ore volumes. As Doug noted earlier, GTS revenue often picks up when commodity prices become more volatile, which we certainly witnessed in the first quarter. Expenses increased 18% primarily due to cost associated with the return of in-person conferences and headcount and compensation expense. Excluding the impact of CERAWeek, expenses would have increased 10% year-over-year. Segment operating profit increased 8% and the segment operating profit margin decreased 210 basis points to 43%. The trailing 12-month adjusted segment operating profit margin decreased approximately 200 basis points to 43%. In addition to the exceptional quarter in Advisory & Transactional Services, we saw strong demand driving growth in price assessments and energy and resources, data and insights. Growth was partially offset by a modest decrease in Upstream data and insights. Though we note positive signs of inflection in the Upstream business, but for the suspension of commercial operations in Russia, Upstream would have had its second consecutive quarter of positive ACV growth, which is a leading indicator for revenue. We also saw a dramatic improvement in retention in the Upstream business as retention rates improved by more than 10 full percentage points over the last 12-month. In our Mobility division, revenue increased 10% year-over-year, driven primarily by strength in Planning Solutions and Used Car offerings. Expenses grew 11% on increased advertising expense in the quarter and headcount growth in 2021, as the business restores capacity to better align with strong growth over the past 18 months. This resulted in an 8% growth in adjusted operating profit and 80 basis points of margin contraction year-over-year. On a trailing 12-month basis, the adjusted segment operating profit margin increased approximately 400 basis points to 39%. Dealer revenue increased to 12% year-over-year benefiting from successful prior period promotions and from retention rates that remain above pre-COVID levels. Growth in manufacturing was 3% year-over-year related to the well-publicized supply chain challenges faced by automotive OEMs. Financials and other increased 12%, driven primarily by strength in our insurance underwriting products. S&P Dow Jones Indices delivered strong revenue growth of 14% year-over-year, primarily due to gains in AUM linked to our indices. During the quarter, expenses increased 9%, largely due to strategic investments, increased compensation and IT costs. Segment operating profit increased 16% and the segment operating profit margin increased 130 basis points to 69.3%. On a trailing 12-month basis, the adjusted segment operating profit margin increased approximately 10 basis points to 68%. Every category increased revenue this quarter. Asset linked fees increased 15%, primarily from AUM driven gains in ETFs, mutual funds and insurance. Exchange traded derivative revenue increased 22% on the increased trading volumes. Data and customs subscriptions increased 4%. Over the past year, ETF net inflows were $286 billion and market appreciation totaled $244 billion. This resulted in quarter ending ETF AUM of $2.9 trillion, which is 22% higher compared to 1 year ago. Our ETF revenue is based on average AUM, which increased 24% year-over-year. Sequentially versus the end of the fourth quarter, ETF net inflows associated with our indices totaled $68 billion and market depreciation totaled $123 billion. Within our Engineering Solutions division we saw 7% revenue growth, driven primarily by growth in non-subscription offerings, most notably the Boiler Pressure Vessel Code, or BPVC, which was last released in August of 2021. Investment in growth initiatives and an increase in royalty expense led to a 5% increase in adjusted expenses This resulted in segment operating profit growth of 17% and 160 basis points of year-over-year margin expansion. On a trailing 12-month basis, the adjusted segment operating profit margin contracted approximately 115 basis points to 20%. Subscription revenue in Engineering Solutions increased 3% year-over-year, while non-subscription revenue increased 60% over the same period. Now moving to our guidance. This slide depicts our new GAAP guidance, and this slide depicts our updated 2022 adjusted pro forma guidance. For revenue, we now expect a low single-digit increase year-over-year, reflecting the issuance environment, partially offset by the strength we are seeing in our non-Ratings businesses. We now expect corporate unallocated expense between $85 million and $95 million, approximately $30 million lower than our previous guidance on lower forecast incentive compensation and professional fees. Interest expense is expected in the range of $360 million to $370 million, down $10 million from prior guidance. This is due to a slightly lower average cost of debt than we initially expected. We expect capital expenditures of approximately $165 million and free cash flow, excluding certain items in the range of $4.8 billion to $4.9 billion. There is no change to our expectations for deal-related amortization, operating profit margin expansion or tax rate. This slide illustrates our guidance by division. For Ratings, we now expect revenue to decline low to mid-single digits and for margins to be in the low to mid-60s. This compares to previous guidance calling for low single-digit revenue growth and margins in the mid-60s. Our outlook for other segments is unchanged from previous guidance. Overall, we are incredibly encouraged by the team's ability to execute so well even in the current macro environment. We are focused on the enormous long-term opportunity ahead of us as a combined company, and we are more confident than ever in our ability to execute against that opportunity. Our differentiated data, insights, analytics and services help our customers to thrive and accelerate progress. And with that, let me turn the call back over to Mark for your questions.
Mark Grant:
Thank you, Ewout. For those on the line, if you would like to ask a question, please press "*", "1" and record your name. To cancel or withdraw your question, simply press "*", "2". Please limit yourself to one question and one follow-up in order to allow time for other callers during today's Q&A session. Operator, we will now take our first question.
Operator:
[Operator Instructions] Our first question comes from George Tong with Goldman Sachs. Your line is open.
George Tong:
Hi. Thanks. Good morning. You've updated your full year outlook for debt issuance. Can you discuss what your expectations are for issuance on a quarterly basis directionally? And how much of your guidance increase or guidance update reflects performance in the quarter compared to performance over the rest of the year?
Doug Peterson:
Thanks for that question. This is Doug. Let me start with that. Well, knowing that issuance is going to be one of the key questions that we're going to be talking about, let me just review a little bit what we saw during the quarter and then some of the expectations for the rest of the year. As you know, it was a very weak quarter for issuance. We saw that the total global issuance was down 9% excluding bank loan ratings and 12% including bank loan ratings. We saw, as an example, U.S. bonds were down 22%; U.S. corporates were down almost 50%; and high yield globally was down 68%, and the U.S. was down 75%. So, with that backdrop, as you see, we've looked towards the rest of the year. We expect that issuance during the second quarter will be recovering, but not necessarily to the full extent that it would have been compared to last year. And the second half of the year, the comparables are not quite as difficult as they were earlier in the year, and we do believe that there will be a rebound in issuance given the situation and current positioning in the market. But let me hand it over to Ewout, who will provide some more color.
Ewout Steenbergen:
Good morning, George. Indeed, as Doug said, we are expecting still the second quarter to see some impact with respect to our quarterly expectations, but then to see some improvement in the second half of this year and particularly also because the comps will get easier during the second half of this year. I also would like to point out, of course, the benefits we have of the broader company we are at this point in time because five of our -- the six divisions are performing in line or better than expectations. We will see during the course of this year coming in the benefits from our cost synergies, the benefits from our buyback program and so on. So that should help drive the earnings per share growth in a very strong way during the rest of the year. Hence, that we're still guiding to double-digit EPS growth for the full year. So definitely, those elements will help to strengthen the performance of the company during the course of 2022.
George Tong:
Got it. That's helpful. And just a follow-up on that point. You mentioned that five of the six divisions are performing in line or better than expectations. Can you elaborate on which of the segments actually outperformed your initial expectations heading into the quarter? And what were the key factors driving the upside performance?
Ewout Steenbergen:
Yes, let me give you a quick overview for each of the divisions and happy to go deeper in some of the next questions. But for example, Market Intelligence, we are incredibly excited about the opportunity. The first conversations we are having with customers are really showing the benefit of the combined company. And we saw actually the subscription revenue going up in a very strong way, actually growing more in the double-digit space. Commodity Insights, very strong commercial momentum. The main issue with respect to the Russian revenue impact will be in Commodity Insights, but we expect to be able to offset a significant part of that based on the very strong commercial momentum we are seeing and also very excited about what we can offer our customers on a combined basis. Mobility, clearly some positive trends as well as we have pointed out, particularly because we see higher retention of our customers. The Index business, a strong AUM growth. Keep in mind, we are looking at this year-over-year. And of course, we started at much lower AUM levels at the beginning of 2021, and then also the derivative activity and volumes are much higher. And then you also saw Engineering Solutions growing in a healthy way during the quarter. So overall, we think that our businesses are very well-positioned, five of the six and that the issues with respect to the debt issuance environment are very isolated within the Ratings division itself. And also keep in mind that we have a significant component in Ratings with respect to non-transaction revenue. So that is clearly also an element of stability and offset for the overall transactional revenue.
Doug Peterson:
Thanks, George.
George Tong:
Very helpful. Thank you.
Operator:
Thank you. Our next question comes from Manav Patnaik with Barclays. Your line is open.
Manav Patnaik:
Thank you. So, the negative 5% issuance forecast obviously is much different than what Moody's reported yesterday. And I was just hoping for -- is there some sensitivity perhaps you can provide us in terms of if things get worse, how that would impact your guidance? Or does the EPS range account for that flat to down 14% that you talked about earlier?
Doug Peterson:
Yes. Well, first of all, let me share with you a little bit more about what our outlook is for the full year and what some of the sensitivities are in that forecast. As you know, we are expecting that the overall issuance of bonds will be down 5% for 2022. But if you look at what the components are in the corporates, we already saw very weak issuance in the first quarter. And so we've forecasted to be a 12% decline for the full year with a downside of up to 25%. And it could recover and have a 5% -- down 5% full year. We do see strength in financial services. They continue to outpace the issuance last year. We expect it for the full year will be up 2%. But again, with the current environment, that could drop to up to 5% down. Structured finance and U.S. public finance could be down at 7% this year. That's what our current forecast is, and they could also see downside up to 12%. And then there's other factors such as international public finance that as well would be down 2%. But as you know, we are very close to the markets. We watch what's happening. Our forecast is based on many, many different factors. We look at what is the current situation of maturing bonds in the market whether it's on people's balance sheets. As you know, there was very little -- hardly any issuance at all of either loans, high-yield loans or high-yield bonds during the first quarter. There's a pipeline out there that still wants to go to the markets. We also know that there is a set of M&A transactions which have not been completed. There's $1 trillion of private equity capital on the sideline that still has not been deployed. So, we look at all of these factors and weigh them together to come up with our estimate for the year of 5% down. So, this isn't just one single factor that goes into it. We are looking across many, many different factors. And as Ewout just said, we also expect that through the year, there will be recovery in issuance as we keep going deeper into the year.
Manav Patnaik:
Got it. And then maybe somewhat similarly just on the Indices side of the business, what's embedded in the assumption in terms of at least the asset-linked fees portion of the business?
Ewout Steenbergen:
Yes, we are always looking, Manav, at the actual asset levels. And then we are assuming with respect to the growth and market appreciation, a very modest development for the remainder of the year. But keep in mind that this is a business where we have the natural offset, the partial hedge because if the asset levels will come down, we see the derivative trading activity going up and the other way around. And as you have seen this quarter, actually, the Index business has performed very well based on those kind of dynamics. So, if you look at it historically, the Index business actually has been growing revenues for many, many years in a row in very volatile market circumstances, very different circumstances over the years. And that is exactly due to the dynamics of the business and the business model that we have the different revenue streams in the Index business.
Manav Patnaik:
Got it. Thank you.
Doug Peterson:
Thanks, Manav.
Operator:
Thank you. Our next question comes from Toni Kaplan with Morgan Stanley. Your line is open.
Toni Kaplan:
Thanks so much. I wanted to ask about the margins. You kept the adjusted pro forma operating margin flat. Obviously, there'll be some Ratings weakness. I'm imagining that's maybe offset by some of the other segments. But just talk about anything sort of on the cost side, maybe labor inflation, how that’s trending? Just what are the risks to the margin guide? And what gives you the sort of confidence to stay at that level despite the Ratings weakness? Thanks.
Ewout Steenbergen:
Good morning, Ton. You're right. There are many different elements that go in the mix with respect to our margin expectation. But let me first reemphasize our margin expectations. So, what we are guiding to is still 130 basis points margin expansion during 2022. And the reason is we will see some natural growth in our businesses. We, of course, have our business as usual expense growth based on the activities of the business. We, of course, have some impact of the overall compensation environment. We have done some targeted increases in certain job groups. We have raised the merit in certain jurisdictions, a bit higher than we have done in previous years. But then at the same time, we also have several management actions that we are taking. Definitely, in the current environment, we're, of course, very careful from an expense perspective. So, we will see benefits from some of those management actions. We also have the benefit of some of our variable expenses that will come down during the course of this year. And then if you layer on top of that the cost synergies that will be very meaningful and significant, we are actually very pleased that in an environment -- macro environment where we are today, that we, as a company, still can improve our margins, increase our margins in a very significant way.
Toni Kaplan:
That's great. And then just on the revenue side, I'm sure you mentioned it. I just happened to miss it. The organic growth expectation for the year, are you still sort of expecting the same 6.5% to 8% for the next 2 years? Just any update on overall organic growth? And maybe just how the different levers -- is pricing easier this year because of the rising cost environment, et cetera? Thanks.
Ewout Steenbergen:
Yes. Toni, with respect to our own effort, 6.5% to 8% revenue growth for '22 and '23 combined, we have no reason to back away from that at this point in time. But obviously, we will continue to monitor that very closely. And the reason is that, as we mentioned, five of our six divisions are performing in line or better than expected. So, the main question is when is the issuance environment coming back. And we have been in that movie many times before. If you look back for the last decade, there's maybe three situations where the issuance environment was negative, and there were impacts on the Ratings revenue. But what we usually have seen then is after one or a few quarters, that came back in a very strong way. So, it is really the matter of the uncertainty about the timing when that is coming back. So, for that reason, we have no reason at this moment to back away from our revenue expectations for '22 and '23 combined.
Toni Kaplan:
Thanks very much.
Ewout Steenbergen:
Thanks, Toni.
Operator:
Our next question comes from Ashish Sabadra with RBC Capital Markets. Your line is open.
Ashish Sabadra:
Thanks for taking my question. So first on the cost synergies, pretty good progress in the quarter itself. So, I was wondering if you could drill down further on how -- what kind of traction you're seeing on that front? How should we think about the quarterly cadence this year? And any initial feedback from the cost takeout?
Ewout Steenbergen:
Yes. Thank you, Ashish. I think it's important first to point out that we are in these results only 1-month in as a combined company. So, in that context that we are already being able to report $123 million of cost synergies on an annualized basis, we think actually that’s already a very strong indicator. With respect to the absolute number and the phasing of our cost synergies, nothing has changed compared to our information that we provided on March 1 during the merger call. But what is important to point out is that we made good progress. We are very comfortable and confident that we can hit those numbers. And you recall that we said that we will be able to achieve about $600 million of cost synergies in total and that we expect something like 35% to 40% in 2022, so realized in this year. And as I said, we are very confident that we are on track to hit those numbers.
Ashish Sabadra:
That’s great color. And then maybe a follow-up question on the revenue synergies. Again, there was a reference to Kensho being used across the broader organization to automate processes and then also the strength in subscription on the MI front. So, question there was any initial feedback from your customers as you started integrating some of the IHS Markit data into the global marketplaces and traction or ability to cross-sell, upsell those INFO products into SMB customer base and the other way around? Thanks.
Doug Peterson:
Let me start with that. We’ve been thrilled with the response we've been getting from our customers as we started the merger and working together. We’ve been able to get all of our teams merged within the divisions commercial team. So, they're out listening to customers. Ewout and I have been out listening to customers and hearing what they talk about. They're talking a lot about ESG, about energy transition, about some of the key thesis of this deal where we began with. In addition, they're interested in data and AI and machine learning, how they can link their data with ours. And we've seen that our commercial organizations have already been out in the market. We have strong pipelines of cross-sell within all the divisions. We also have a set of products that we'll be looking at over time. As you know, the merger will be very powerful for us, but the main synergies coming from the revenue side are built towards the back end. But we are already seeing very, very strong relationships with customers, very good dialogue and with all of the different areas that were the core thesis of the deal itself.
Ashish Sabadra:
That’s great color, Doug. Congrats on solid results. Thank you.
Doug Peterson:
Thanks, Ashish.
Operator:
Thank you. Our next question comes from Alex Kramm with UBS. Your line is open.
Alex Kramm:
Yes. Hey, good morning, everyone. Maybe just as a follow-up to what you just talked about on the Market Intelligence commercial opportunities. Can you maybe give a little bit more detail how exactly you've integrated the sales force? I think historically speaking, S&P over the last few years has moved to a very enterprise license approach. I think IHS Markit was very product specialist-focused. So just wondering what exactly commercially you've made changes on already? And if there's opportunity to maybe as you align things to pick up a little incremental revenue synergies quickly?
Doug Peterson:
Yes. So, thank you for that. As you pointed out, we had really two different approaches. At Market Intelligence at S&P Global, we generally had more of an approach that was an enterprise model. It gave us an opportunity for customers to have all of the users having access to the products and services, where financial services comes in with an approach where some of their products are priced more on a per user basis or a volume basis. There are some of the products within the new Market Intelligence, which came from IHS Markit that are going to be priced differently because they're installed software, which for us is an exciting new area, also some of the enterprise services that are provided as well. So, some of those are not going to necessarily fit within the product merger. But there are a lot of opportunities that we've seen of moving data, which is within the IHS Markit, things like bond pricing, reference pricing, moving that into the Desktop. In addition, there's data that we have for even something that we've had as long as Compustat, where some of that data can be moved into the products and services that are software solutions. So, the commercial teams have been brought together. There's been immediate cross-training so that every single person from both of the two companies understand the products of each other. We’ve also seen opportunities for the traditional cross-sell customers that don't have products on one side or the other that we started servicing. And as I mentioned, some of the biggest themes in ESG. We have the new scores, which we have 11,000 scores, which we've taken and put them into the Desktop. We can put those into many other areas. So, we see ESG as a theme, data as a theme. There's a lot of interest in credit risk. Private markets is another area. So, it's only been 1 month for this quarter since we closed. It's been 2 months since we closed, but the enthusiasm, the momentum is excellent.
Alex Kramm:
Thanks for the color. Thank you, there. And maybe a direct follow-up standing or keeping it on Market Intelligence. Still a very large portion of the combined business seems to be true subscription-based, but just wondering if you could talk about the cyclicality in this business a little bit more. When I look at your press release, recurring variable fees were down 13% year-over-year. And I guess that hit the Enterprise Solutions revenue only up 2%. So maybe just flush out what exactly those variable components are that were impacting you on a year-over-year basis. And as you think about the remainder of the year with capital markets a little bit choppy, what the impacts could be here on the Market Intelligence side that we should be thinking about as this business seems a little bit more cyclical than maybe the core Market Intelligence previously?
Ewout Steenbergen:
Alex, yes, let me give you a bit of the breakdown and explanation what is happening exactly in recurring variable. You're right. If you look at MI as a whole, approximately 83% is subscription-based, 5% is non-subscription. And then you have that category in between that is subscription variable at approximately 12%. There you see a bit more impact from market fluctuations, capital market fluctuations because that's the business that has some of those capital markets platforms, some of the origination platforms, some of the equity platforms. And that is being impacted by some of the general M&A and capital market activity and issuance environment that we are seeing, both in fixed income and equity in the markets. And yes, that is a market and a business where you see a bit of that impact. But overall, you see that the Market Intelligence, nevertheless, was growing in a very strong way. And when we see more stability in the markets over time, when we see the M&A environment coming back, we would also expect to see the subscription variable component growing faster again. So that’s the underlying dynamic that is happening in the MI business.
Alex Kramm:
All right. Very helpful. Thanks again.
Ewout Steenbergen:
Thanks, Alex.
Operator:
Thank you. Our next question comes from Andrew Nicholas with William Blair. Your line is open.
Andrew Nicholas:
Hi, good morning. Thanks for taking my questions. I wanted to start with issuance or drill -- drill into the issuance expectations a bit further. I realized that it was a really tough first quarter on that front. But I’m curious, when you gave your guidance on March 1 with the merger call, I think you had some sense of at least February weakness in high yield. Could you spend some time talking about maybe what specifically changed in the outlook over the past 2 months? Has it been a weaker-than-expected April? Or are there certain subsegments or asset classes that have deteriorated more quickly than you expected? That would be helpful.
Doug Peterson:
Well, first of all, thank you for the question and drilling down a little bit more, there's really two key factors. First of all, if you looked at the high-yield issuance in February then into March and into April, it has been quite weak. There's times when we've gone an entire week and even longer without even one issuer coming to market. Given the external environment, that's also had a change. If you go back to the beginning of March, the last time we spoke, there had -- the invasion of Ukraine had just started. We hadn't seen yet the major impact on the markets of volatility of the energy markets and commodity markets. And we also, at the time, didn't have any clear guidance yet from the Fed what they were going to be doing on interest rates. So, if I take a step back and look at very specific dynamics in the high-yield market itself, when will that be coming back and what are our expectations. And then second, the overall macroeconomic geopolitical environment and then more specifically in the U.S., we are just starting to get a window into what will be the programs that the Fed is going to institute to try to combat inflation and the timing of some of their interest rate increases.
Andrew Nicholas:
Makes sense. Thank you for the color. And then sticking with Ratings for my follow-up. Obviously, transaction revenue has the headwinds we've talked about. Can you talk a little bit about your expectations for non-transaction revenue growth if I didn't miss that? Obviously, a really strong year last year on that front. I think there were some one-time items in 2021. But if you could talk about your expectations for non-transaction revenue in that segment, that would be helpful. Thanks again.
Ewout Steenbergen:
So, if you look at non-transaction, there is a bit of a mix of elements that go into that bucket. What we see is particularly strength in annual fees. So, for example, that is surveillance, and of course, with more bonds and loans outstanding after the very strong issuance environment over the last 2 years, we see some benefit from that. Also, frequent issuer fees are going in that category. So that is also very stable. And at the same time, we see also the CRISIL performance that goes in non-transaction being very strong. So CRISIL is growing very rapidly, both on the domestic Indian Ratings business as well as in the global research, risk and benchmarking business. Where we see in the non-transaction bucket the revenue are not moving up, it's mostly Rating Evaluation Services, less M&A activity. So that is impacting Rating Evaluation Service and also new issuer credit ratings. Given the current environment, we also see less activity there. Nevertheless, of course, 7% is a nice growth for non-transaction. We would probably see that slowing down that growth a little bit for the remainder of the year, but I would expect it still to be in a positive territory.
Operator:
Thank you. Our next question comes from Andrew Steinerman with JPMorgan. Your line is open.
Andrew Steinerman:
Hi. I also wanted to ask about issuance. When looking at Slide 18, the minus 5% forecast, I just wanted to know if that issuance forecast is for all credit issuance or just weighted issuance? I know usually they're similar. But in this case, my question is, is there a large difference between the minus 5%? And if I ask you just for kind of rated issuances, and I don't quite get that footnote, like is China included in credit for the minus 5% or not?
Doug Peterson:
Yes. Take this as an estimate for global issuance. This is what our team looks at. It includes all markets and all types of issuance. It's the exact same base that we use when we talk about what the overall issuance has been quarter-by-quarter.
Andrew Steinerman:
And would rated issuance be much different than minus 5%?
Doug Peterson:
Yes, rated issuance would be -- if you look at -- if you could adjust a little bit for Asia, where the fees are not quite the same and there's issuance in China still a different kind of a market, but that's the forecast that we use. It's the basis we use for the guidance that we provided.
Andrew Steinerman:
Okay. Thank you.
Operator:
Thank you. Our next question comes from Hamzah Mazari with Jefferies. Your line is open.
Hans Hoffman:
Hi. This is Hans Hoffman filling in for Hamzah. Could you just comment a bit on what you're seeing across your European revenue base? And how that region did relative to your expectations, either by segment or overall?
Doug Peterson:
Yes. When we look at Europe, there's a couple of different factors. First of all, on the Rating side, it was similar to the rest of the world. The issuance levels were down. We saw that in Europe itself that for the quarter, the corporate issuance is down about 25%. Financial services was down 13%. That compares to in the U.S., corporates are down almost 50%. Financial services were down less in the U.S., 5% versus the 13% in Europe. But in addition, Europe did have some strong structured finance issuance. But overall, Europe continues to be a market that we're quite interested in because we see the transformation from a banking market to a capital market. There's also very strong growth in ESG. Europe is one of the sectors and one of the regions of the world that's really setting the fastest pace on ESG. We see a lot of interest there for the different ESG funds we've launched. We've seen fastest growth for S&P 500 ESG and Dow Jones Sustainable Indices that have been launched. Europe is the pace setter there. And we also know that in Europe, there's been a slower uptake of inflation. Right now, inflation is not quite as high as it is in the U.S. The ECB has not moved as fast when they are looking at increasing the core rates. So right now, the negative side of Europe is clearly that you've got the Ukraine invasion and that horrific war that's going on there. And we will have to see what kind of impact that has on Europe. Europe is also impacted potentially by the energy markets. But net-net, our European businesses have been on the same pace as the rest that we've seen in the U.S. But there are a few downsides, but we also see a lot of upside as the market doesn't have the same inflation impacts as well as the opportunities for the capital markets to play a much larger role.
Hans Hoffman:
Okay. Thank you. That was helpful. And then just for my follow-up, could you just -- in terms of the portfolio post the deal, can you just comment on whether there are any further noncore assets that you're looking to prune? Or is sort of most of that behind you now? And any update on your view and how you're thinking about where your long-term leverage should be given the combined portfolio? Thank you.
Ewout Steenbergen:
Yes, first on the portfolio, we are very committed on driving growth and success of each of our businesses at this point in time. We see multiple opportunities, as we mentioned during the prepared remarks, of value creation across the enterprise. There's a lot of cross links we are seeing with respect to revenue synergies. And I think it's really exciting to see what we can do altogether. Having said that, you know us and our management style and philosophy will always be very disciplined portfolio managers. And we will always determine ultimately over time if we are the best owners of certain assets. But at this moment, really our focus on driving the economic value generation of the portfolio of businesses we have at S&P Global.
Hans Hoffman:
Okay. Thanks so much.
Doug Peterson:
Thanks, Tom (sic) [Hans].
Operator:
Thank you. Our next question comes from Owen Lau with Oppenheimer. Your line is open.
Owen Lau:
Good morning, and thank you for taking my questions. So, energy companies have been doing very well this year. Could you please remind us the competitive advantage of the Commodity Insight business? I mean, the demand of your offerings during this volatile period and how investors can understand better this business given that revenue is up 14% year-over-year? Thank you.
Doug Peterson:
Thanks, Owen Lau. Well, first of all, in this environment, the combination of Platts and IHS, the energy natural resources business is providing the knowledge and the resources that the markets look to in a volatile environment like this. Clearly, there's a combination of volatility in the energy markets, both with gas and in oil. You see the commodities related to agriculture also going -- undergoing a lot of volatility. And we have a combination of the benchmarks, which are embedded in people's contracts, in the research and the analytics. We have advisory services. We also have the energy transition that people are looking to. We have a combination of new products and services that we're coming together with IHS Markit in carbon markets, in battery metals, in things that are the transition energy economy. So, we think that the two together really bring a powerful voice that people are looking to. And let me just end with something we talked about on the earnings -- on the prepared transcript, which was related to CERAWeek. CERAWeek is the premier conference for the energy industry. And this year, there are over 5,000 participants. And it was a very, very lively dialogue, including government officials talking about what's the future of commodities. And we are really at the center of that dialogue and think that it's one of the best times for us and one of the most exciting things about the combination.
Owen Lau:
Got it. And I have two quick follow-up. One is cloud. You mentioned some of the cloud initiatives and investments. Could you please talk about some of your near-term and long-term goal of this initiative? And another quick one is on buyback. Should we expect -- from a modeling perspective, should we expect you would start the second tranche of the $5 billion remaining in the third quarter or not the right way to think about that? Thanks.
Doug Peterson:
Let me start with the question about cloud. And one of the -- another one of the exciting things about the transformation with the merger is that we have an opportunity to have scale in all of our negotiations and discussions with our providers when it comes to cloud and our digital transformation. Both S&P Global and IHS Markit, we are far advanced on cloud transformation. We are able to bring those two programs together and get scale. In addition, we have really interesting opportunities in data and data sciences that you'll be hearing much more about in the future. But I will let Ewout answer the other part of your question.
Ewout Steenbergen:
And maybe one quick addition on cloud. There is a bit of a bubble [ph] cost, mostly in Market Intelligence because we are still in the transition there in that particular segment from on-prem to the cloud. So, we would expect over time to see that expense growth to go away. So, it's more transitional in terms of the expense impact on the Market Intelligence segment. With respect to the buyback question, Owen, we expect that the current $7 billion ASR program will be completed at the beginning of August. And then we are ready to enter into the next phase of our buyback program to complete the full $12 billion at the end of 2022.
Owen Lau:
Got it. Thank you very much.
Ewout Steenbergen:
Thanks, Owen.
Operator:
Thank you. Our next question comes from Craig Huber with Huber Research Partners. Your line is open.
Craig Huber:
Great. Thank you. My first question, historically, you guys have generally raised prices in your legacy portfolio, call it, 3% to 4%. How are you thinking about pricing this year, particularly with the new IHS assets? Or is the pricing would be up similar in that part of the portfolio this year?
Ewout Steenbergen:
I think if you look at that, Craig, we always start with what is the added value we deliver for our customers. What is -- what will contribute in terms of usage, what kind of data sets are these, proprietary data sets, hard-to-achieve data sets, how are we embedded in workflows and processes? That is the starting point. And then we look at the overall value we generate for the enterprise and think about what is appropriate in terms of pricing and price increases for such a contract going forward. So, we don't just look at that simply by a percentage. We always look at first, what do we deliver to the customers and then reason back to what is appropriate in terms of the economic level of the fee that we will charge to the customer.
Craig Huber:
And then also on the cost synergy side, as you think out here longer term, if there's going to be any upside to your cost synergy target, what segment or segments do you guys think it most likely would come in?
Ewout Steenbergen:
Yes, that is a bit speculative, Craig, as you understand. So, I have to be careful answer that question in a too specific way. But you know our management philosophy and approach. We always will be looking to raise the bar to find new opportunities, to leave no stone unturned. We will be looking across the whole company about what we can do better, more efficient, where we can integrate, where we have opportunities to automate, where we can use AI and Kensho across the board. So that is what we are planning to do. I think you know that the biggest areas of integration will be in Market Intelligence, Commodity Insights and in Corporate. So, if we will find upside ultimately in synergies, most likely it's in those areas. But again, we will be continuing to look for opportunities across the board.
Craig Huber:
Thank you.
Ewout Steenbergen:
Thanks, Craig.
Operator:
Thank you. Our next question comes from Jeff Silber with BMO Capital Markets. Your line is open.
Jeff Silber:
Thanks so much. I know it's late, I will just ask one, and forgive me if you covered this already. I know you’ve talked about some of the cost synergies, but I want to just focus specifically on Ratings, where there probably won't be a lot of cost synergies given the merger. How quickly can you adjust your expenses in that division when we see a kind of Ratings drop that we saw in the first quarter and something that you're expecting in the second quarter? Thanks.
Doug Peterson:
Well, first of all, clearly, Ratings has different levers they can pull. If we need to, we could move costs. When it comes to compensation, we could slow down hiring, we could slow down investments. But at the same time, as Ewout mentioned earlier, there are times where there's variability in the issuance environment where you've seen big drops. We’ve always mentioned that you could see a quarter or two quarters with very weak issuance. So we also want to make sure that we don't cut too quickly, too fast. We think that the markets are complex. There is growing. People want to see a variety of opinions. We're also investing in ESG across the Ratings team. We have a specialized unit within the Ratings business that is doing sustainability analytics. We're seeing high growth there. We want to make sure that all of our analysts are ready to provide any type of support for those markets. So clearly, there's a lot of levers we can pull, and we will already do some of those. But at the same time, we want to make sure that we keep investing in that business because it's so critical to our overall franchise.
Ewout Steenbergen:
And one quick addition to Doug's answer. Although you're right, Jeff, that the direct cost synergies in Ratings will be relatively small, Ratings will be a beneficiary of cost synergies in the Corporate segment that is being allocated to all divisions. And because Ratings has a very large base in revenues and employees based on those allocation keys, Ratings will be, in the end, also significant beneficiary from the corporate cost synergies that we will accomplish.
Jeff Silber:
Okay. That’s really helpful. Thanks so much.
Doug Peterson:
Thanks, Jeff.
Operator:
Thank you. Our next question comes from Jeff Meuler with Baird. Your line is open.
Jeff Meuler:
Yes. Thank you. On Mobility, you stressed that the retention rate is up relative to pre-pandemic. Just curious if you have the root cause analysis or have the thesis as to why? I guess, my concern would be cyclically used car sales are great, maybe unsustainably so right now. But I know there's other things in there, the CARFAX for Life initiative, Automotive Mastermind, whatnot. So curious as to why it's up and if you think it's sustainable?
Doug Peterson:
Yes. There's a couple of opportunities there. One of them is that the overall mobility industry itself, the automotive industry is going through a lot of change. This is a time when dealers, OEMs as well as suppliers to the OEMs are looking for more and more information about the supply chain, about the supply chain disruption. They want to understand more about what's happening at the dealer level, who's walking in the cars, who's walking into the dealership. In addition, there's been a lot of changes in the financing environment. As you know, the dealers as well as the OEMs have been using a lot of information in the last few years with different types of rebates with low interest rate loans, low interest rate leases. And so, the market is really going through a lot of changes in addition to electric vehicles and autonomous vehicles. And with all of that, there is a value in having this data and analytics that come from the Mobility division embedded in people's workflow. And we just see that there's a high need for it right now in this disruptive environment and a lot of change going on. So, this is an area that we're pleased to see that this kind of stickiness, especially in this kind of an environment.
Jeff Meuler:
Got it. And then apologies if you gave this in response to Manav's question. I missed it. But the revenue and EPS guidance ranges, do they embed the issuance forecast range? Or do you use the minus 5% point estimate?
Ewout Steenbergen:
It's based on management's best estimates, our own internal forecasting models, which is the midpoint, the best estimate point that the Ratings Research Group has put out in terms of the issuance outlook. So that is that minus 5% level.
Jeff Meuler:
Got it. Thank you.
Ewout Steenbergen:
Thanks, Jeff.
Operator:
Thank you. Thank you. Our next question comes from Faiza Alwy with Deutsche Bank. Your line is open.
Faiza Alwy:
Yes, hi. Good morning. Just a couple of clarifying questions, I guess. The first one on the Commodity business. I understand that growth was particularly strong this quarter because of the Advisory & Transactional Services. But it does seem like you're calling for some deceleration in the back half, just in the -- or in the rest of the year in the underlying business. So, I'm curious if you could just talk about some of the drivers in that business? Like how correlated is it to oil prices or other commodities? Or are you just being conservative on that business?
Ewout Steenbergen:
Yes. Faiza, first of all, welcome to the call, and we are very happy that you're part of the analyst group now covering us as a company. So first, on Commodity Insights in terms of the expectation in terms of revenue growth for the year, we have said mid single digits. And then in terms of margins, mid to high 40s. And nothing has changed there compared to what we said to you a few months ago. And what you see is maybe first, I should speak about the impact of the Russian situation and the fact that we have suspended our commercial activities with Russian customers. Overall, not material for the company as a whole, but the largest impact is in Commodity Insights. But as I said at the answer of a previous question, we are very pleased to see the commercial momentum in the Commodity Insights business, and we expect that they are able to make up a significant part of that during the course of this year. So that's clearly a positive. You're right that revenues looked a bit high during the quarter 14%. But take into account that we had that CERAWeek event that had a significant impact on revenues during the first quarter. If you take CERAWeek out, revenue increase was approximately 8% during the quarter. So still strong, but definitely at a different level. Final commentary is we are really excited to see what is happening in that business because you could say there is, in fact, really a benefit of two trends at the same time. Traditional energy doing well. Of course, with the current commodity prices, you see that producers are in a healthy situation. And then there is so much focus at the same time on energy transition that we will have a benefit of helping our customers on both angles, and that’s clearly driving some of the underlying growth in this division. And therefore, we are overall very, very optimistic and positive about the outlook for Commodity Insights.
Faiza Alwy:
Great. Thank you. And then just on the Ratings margins specifically, if we assume like a downside scenario where maybe issuance volumes are at the low end of what you’ve talked about, which is I believe it was down 13%. Like is it fair to think about Ratings margins sort of in line with what you did this quarter, like around 59%? Is that the right way to think about those margins?
Ewout Steenbergen:
Well, we are not giving any particular guidance on a downside scenario in a quantitative way. So, I would like to be careful to answer your question in too much specifics. I think the overall perspective that we have on the Ratings business is that at some point, we will see the issuance environment coming back. We have seen this in many times in the past. At some point, this will improve. And we really think that we should lower the level of anxiety around all of this because there is uncertainty around timing. But ultimately, we have always said there could be one or a few quarters where Ratings revenue will be under pressure. But if you are having a mid- to long-term perspective of the company, nothing has changed with respect to outstanding debt. Nothing has changed with respect to overall trends and correlations with GDP and other growth drivers. So, the secular trends in this business are still there. Maybe short-term, there could be some fluctuations. But if the perspective is more mid to long-term, I think nothing is different with respect to the overall activity of the markets and also the economics of the business, both the top line growth and the margin expectations for the Ratings business.
Faiza Alwy:
Understood. Thank you so much.
Ewout Steenbergen:
Faiza.
Operator:
Thank you. Our next question comes from Simon Clinch with Atlantic Equities. Your line is open.
Simon Clinch:
Hi. Thanks for taking my question. Just quickly on the Rating side. I was wondering if you could help me just reconcile how to think about the transactional revenue streams relative to our own assumptions around the global issuance growth? Because clearly, in the first quarter, the transaction revenues a lot more than the issuance due to mix, I presume. I’m just wondering as the growth comes back, do we -- should we anticipate growth to far outpace issuance on the upside, and what are the nuances that we need to consider?
Doug Peterson:
Yes. Well, first of all, you're right that there's a different kind of mix and different sort of revenue profile. This last quarter, we did have many of the issuers that were out in the market, which were the frequent issuers that have a different pricing profile than those which are more transactional. So, we do look carefully at the mix. The more high yield, sometimes there's higher volumes, higher pricing there as opposed to some of the frequent issuers. So, it's something to watch, but there's no necessary -- no specific guideline, but mix is important when you look at the transaction revenues.
Simon Clinch:
Okay. That’s great. And just as a follow-up to the question about Commodity Insights. I was kind of curious, as you get the conference business coming back as we had in the first quarter, does that typically lead to better growth, organic growth when you strip away the conference benefit in the first quarter. Does that generally lead to better growth in the future quarters versus environments where you just don't have that conference business?
Doug Peterson:
Yes. The conferences are clearly a critical part of our brand building and relationship building. As you know, across all of our businesses, we think about our relationships as long-term professional relationships that we manage in a way that we always want to bring the best products and best services. And our conferences serve as a way to convene thought leadership. They allow us to convene the leaders across industries. And that always gives us opportunities to improve our ACV, improve our relationships, improve our access to clients. So, it's not -- you can't find necessarily a direct relationship. But there's definitely an indirect relationship over time that allows us to build our customer revenues and ensure that we are really relevant to the markets.
Simon Clinch:
That’s really helpful. Thanks very much.
Doug Peterson:
Thanks, Simon.
Operator:
Thank you. Our last question comes from Shlomo Rosenbaum with Stifel. Your line is open.
Shlomo Rosenbaum:
Hi. Thank you very much for squeezing me in. I just want to start just on the energy side. Doug, maybe you could talk a little bit. The legacy INFO assets took a little bit of time to turn whenever there was an upturn in the energy markets, but we used to get some good indications in terms of accelerated consulting business and other things that were kind of a precursor to things getting a lot better. I was wondering if you're seeing the same things in the business right now. Is the fact that some of the energy prices spiking have to do with the war making it that it's not the same kind of demand that we would have normally seen? Just a little bit of context around that. And then I have a quick follow-up.
Doug Peterson:
Yes. I think there's three factors I would like to mention. One of them you talked about, which is the war and the very specific environment right now with the volatility of energy prices as other commodity prices, including metals and agriculture. This is creating a lot of demand for knowledge, for thought leadership, for opening up stronger relationships. And the second, I would say, really relates to energy transition, which is a longer-term view that companies and governments are very interested in what will be the long-term impact of the shift to cleaner and renewable energy environment. And there's a lot of discussion going on right now about transition energy, what's the future of natural gas. These also open up opportunities for all of the businesses. And then the third is, relates to the -- all of this together is the Upstream business. As Ewout talked about earlier, the Upstream business has been -- really had been decreasing over the last few years. And it seems as if in this current environment and with all of the investments that have been made that, that business is now going to be seeing a bottom and starting to grow again. So, we think that net-net, all of the businesses together position us very well to be able to address all of the needs and the opportunities in the future of the energy and commodities businesses.
Shlomo Rosenbaum:
Okay, great. Thank you. And then a quick question. Just -- you talked about targeted merit increases and increased retention. What has retention been since the acquisition closed a couple of months ago? Just the overall level of people that are -- you really want to retain to really drive this business forward. On the fringes, is it a little bit more challenging? Are you happy with the way that you're retaining the people? It really is key for the deal. So, I wanted to just hear how you're doing 2 months in.
Doug Peterson:
Yes. Thank you for that. And 2 months in, we are thrilled with the results. Our people are excited. They're motivated. One of the key indicators we look at is people changing their LinkedIn profile to say S&P Global, which is very high. We find that the people have been motivated by the vision, the purpose and the values of S&P Global as we’ve come together. And it's too early. It's just really 1 month in, 2 months in for us to give you any trends. But all of the informal indicators are very strong that we've been able to bring the team together that's very motivated and people want to ensure that we have a successful future.
Shlomo Rosenbaum:
Great. Thank you.
Doug Peterson:
Thanks, Shlomo. Well, let me finish and thank everyone for joining the call. And I want to elaborate on the question that Shlomo just asked, which is about how things are going. We are thrilled that we were able to close this quarter and be able to have that merger come together after 15 months. All of the teams have come together so well as you've heard us discuss during this call, the ability to find opportunities from what we are hearing from our customers to bring our organization together at every single level, including our commercial teams that are out there looking for ways to sell and to innovate and bring new products to the market. In addition, we think that we are off to a great start on integration and the ability to bring the two teams together in a way that not only do we create value through cost synergies, but they were also positioning ourselves for growth for the future. The more we get to know about IHS Markit and S&P Global together, the more we know that we validated that this was the right thing to do, that the two companies together are stronger than either would have been alone. And finally, when it comes to what Shlomo just asked about our people, we are very excited to see the way that our people have come together with a strong executive committee that’s developed a set of visions and purposes and values that across the company, we are all talking about, we are committed to. And we think that we are off to a fantastic start, and we appreciate all of the questions today and all the support from the analysts as well as our shareholders and very importantly, our people. So again, thank you very much for the call today.
Operator:
That concludes this morning's call. A PDF version of the presenter slides is available now for downloading from investor.spglobal.com. Replays of the entire call will be available in about 2 hours. The webcast with audio and slides will be maintained on S&P Global's website for 1 year. The audio-only telephone replay will be maintained for 1 month. On behalf of S&P Global, we thank you for participating and wish you a good day.
Operator:
Good morning and welcome to S&P Global’s Fourth Quarter and Full Year 2021 Earnings Conference Call. I’d like to inform you that this call is being recorded for broadcast. [Operator Instructions] I would now like to introduce Mr. Chip Merritt, Senior Vice President of Investor Relations for S&P Global. Sir, you may begin.
Chip Merritt:
Thank you for joining today’s S&P Global fourth quarter and full year 2021 earnings call. Presenting on today’s call are Doug Peterson, President and CEO; and Ewout Steenbergen, Executive Vice President and Chief Financial Officer. We issued a news release with our results earlier today. If you need a copy of the release and financial schedules, they can be downloaded at investor.spglobal.com. Before we begin, I need to provide certain cautionary remarks about forward-looking statements. Except for historical information, the matters discussed in today’s conference call may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including projections, estimates and descriptions of future events. Any such statements are based on current expectations and current economic conditions and are subject to risks and uncertainties that may cause actual results to differ materially from results anticipated in these forward-looking statements. In this regard, we direct listeners to the cautionary statements contained in our Form 10-Ks, 10-Qs and other periodic reports filed with the U.S. Securities and Exchange Commission. In addition, as announced late in 2020, S&P Global and IHS Markit entered into a definitive merger agreement. In March last year, shareholders of both companies overwhelmingly voted in favor of the merger. The merger is pending regulatory approval and we currently expect to close this quarter. This call will touch on the merger, but does not constitute and offer a sell or buy or the solicitation of any offer to buy or sell any securities nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such jurisdiction. No offering of securities shall be made except by means of prospectus meeting requirements of Section 10 of the Securities Act of 1933. In connection with the proposed transaction, S&P Global and IHS Markit have filed a registration statement on Form S-4 with the SEC, which includes a joint proxy statement and a prospectus. S&P Global and IHS Markit have filed other documents regarding the proposed transaction with the SEC. Investors and security holders of S&P Global or IHS Markit stock are urged to carefully read the entire registration statement and joint proxy statement and prospectus, which are available on our website and sec.gov. In today’s earnings release and during the conference call, we are providing adjusted financial information. This information is provided to enable investors to make meaningful comparisons of the corporation’s operating performance between periods and to view the corporation’s business from the same perspective as management. The earnings release and the slides contain exhibits that reconcile the difference between the non-GAAP measures and the comparable financial measures calculated in accordance with U.S. GAAP. This call, especially discussion of our outlook, contains statements about expected future events that are forward-looking and are subject to risks and uncertainties. Factors that could cause actual results to differ materially from expectations can be found in our filings with the SEC and on our website. I would also like to call your attention to a European regulation. Any investor who has or expects to obtain ownership of 5% or more of S&P Global should give me a call to better understand the impact of this legislation on the investor and potentially the company. We are aware that we do have some media representatives with us on the call. However, this call is intended for investors and we would ask that questions from the media be directed to Ola Fadahunsi at 212-438-2296. At this time, I would like to turn the call over to Doug Peterson. Doug?
Doug Peterson:
Thank you, Chip. Welcome to everyone joining today’s earnings call. The first thing I’d like to do is thank our people at S&P Global for their dedication and commitment throughout 2021. We have asked a lot of our people this year as they do their day jobs, while also preparing for the expected merger with IHS Markit and all the while dealing with the uncertainty of the pandemic. So on behalf of the Board and our management team, thank you. Now, let me turn to the key financial achievements in 2021. S&P Global delivered 12% organic revenue growth and 17% adjusted diluted earnings per share growth. All four businesses contributed with growth in both revenue and adjusted operating profit margin. This is quite an achievement following the remarkable results of 2020. We generated $3.5 billion of free cash flow, excluding certain items and returned $743 million in dividends. In addition to the very strong financial results, we made significant progress on our key initiatives as well. Clearly, the most important initiative of the year has been on preparation for the merger and the multiple rounds of synergy validation. Upon closing of the merger, we are well prepared to rapidly begin operating as one company and to begin to realize both the cost and revenue synergies we have already outlined to you. In fact, on a run-rate basis, we have already achieved pre-realized synergies of $25 million by the end of 2021. Also, after the merger is completed, we will host a post-merger investor call to provide an update on the merged company strategy, business segment details, synergies, investment programs, share repurchase plans, and guidance. The other key initiatives achieved in 2021 include the rapid progress achieved on our 2020 multiyear productivity program, numerous new product launches and expanded product capabilities resulting from our strategic investment initiatives, the creation of Sustainable1 to manage and drive significant expansion in coordination with ESG product offerings across the company; the launch of S&P Platts Dimensions Pro, a fully integrated user experience connecting pricing, market commentary, news and analytics with special emphasis on energy transition; and continued progress in China with one example being the issuance of 57 domestic ratings in China, up over 150% from 2020. This included the first dual-rated bond. I will provide more detail on many of these items in today’s call. These are the strategic initiatives that we shared with you on our fourth quarter earnings call last year. We made great strides in each of these items and we will remark in more detail on many of them today. To recap the financial results for the full year, organic revenue increased 12% to $8.3 billion. Our adjusted operating profit increased 15%. Our adjusted operating profit margin increased 190 basis points to 55.2%. And we delivered a 17% increase in adjusted diluted EPS. It’s important to note that adjusted EPS of $13.70 far exceeded our original 2021 guidance of $12.25 to $12.45 and that the adjusted operating profit margin of 55.2% far exceeded our original guidance of 53.8% to 54.3%. Much of this was due to unexpected outperformance in ratings following what was a very strong 2020. Ewout will review our fourth quarter financial performance in a moment. All four divisions delivered revenue growth and adjusted operating profit improvement. The largest revenue gain was the 16% in Indices. After several years of elevated investment spending, Market Intelligence delivered the largest adjusted operating profit margin increase with a gain of 190 basis points. It’s important to remember that our 2021 financial results are part of a solid track record of performance. Over the past 4 years, we have posted a compound annual growth rate of 8% for revenue and we have averaged 217 basis points per year of adjusted operating profit margin expansion. And this has resulted in a nearly doubling of our adjusted diluted EPS over that timeframe. The company also continued to advance its own industry leading practices in sustainability. We issued our 10th Annual Sustainability Impact Report and 3rd Annual TCFD Report. We expanded parental leave to 26 weeks and introduced a flexible time-off policy with no prescribed maximum in all eligible jurisdictions. We established a $1.5 billion senior unsecured revolving credit facility tied to our published Science Based Target goals, one of the first sustainability-linked banking facilities in the U.S. Our S&P Global Foundation increased its grants by 30% to $15 million to organizations that support COVID-19 relief, diversity, economic inclusion and environmental sustainability. And our efforts have been recognized by several leading third-parties. While we continue to improve our own internal sustainability programs, we are investing in our ESG business. In 2021, we launched Sustainable1 to elevate and coordinate external ESG efforts across the company. This resulted in ESG revenue of $98 million, a 51% increase over 2020. All our key ESG products contributed to this growth. We completed 59 ESG evaluations, up 48%; 43 Green Evaluations, up 79%; 103 SAM benchmark engagements, up 36%; and we launched social and sustainability framework alignment opinions and completed 42 of them. We ended 2021 with ESG ETF AUM reaching $32.2 billion, an increase of 59% versus year end 2020. At the core of our ESG efforts are the corporate sustainability assessments. These are a key differentiator versus our competitors as they enable us to collect an enormous amount of data directly from corporations around the world. For the methodology year that ends in March, we have already increased CSA survey participation by 58% to 2,190 companies. We also enhanced ESG offerings available on Capital IQ Pro, expanded S&P Global ESG scores coverage to 11,500 companies and expanded coverage of climate risk analytics to more than 3 million physical assets such as mines, power stations and buildings. In addition to excellent commercial progress and expanded capabilities, we also launched numerous new ESG products and initiatives in 2021. While I don’t have time to delve into each one of them, let me just comment on a few. Second Party Opinions assess a transaction against a sustainable finance framework for alignment with consistent and comparable market principles and standards. Climate changes created the need to evaluate the impact of different climate-related scenarios on counterparties, investments and portfolios. To support these efforts, Market Intelligence and Oliver Wyman created Climate Credit Analytics, a climate scenario analysis and credit analytics model suite. And in December, we acquired the Climate Service. The company sells the Climanomics platform, a tool that quantifies physical climate risk for corporates, investors and governments. Kensho continues to be a driving force for productivity improvement for the company and increasingly for our customers. The key capabilities they have created are listed on this slide. Codex is an AI-powered document viewer that enables efficient navigation and extraction of relevant information from large quantities of documents. There have been over 300,000 client uses to-date. Codex is available on Capital IQ Pro. Kensho AGAVE has transformed Platts’ process for creating price assessments. The AGAVE tool, developed by engineers at Kensho and Platts, has transformed the process for creating price assessments. Platts has implemented AGAVE in 40 of 57 markets targeted. And on average, daily price assessments are completed 70 minutes faster. Internally, Kensho Link facilitated quicker data ingestion by providing automated mappings for 60 million company entities. Externally, Kensho Link was used by our customers to efficiently map 16 million of their own entities to S&P Global unique identifiers. Many of our customers have taken note of Kensho’s capabilities and we have begun monetizing Kensho Link, Kensho Scribe, RPA, data extraction and machine learning development. While the innovation we create internally is what drives much of our success, key industry trends also help. One of those is the shift into passive investing. This chart illustrates the $1.9 trillion of cumulative AUM U.S. equity flows in the past 10 years. We are a prime beneficiary of this trend. If we look at ETF AUM associated with our indices, there has been a 173% increase over the past 5 years to $2.8 trillion. We believe that this trend will continue. The increase in global issuance has been another positive trend for the company. It’s hard to believe that 2021 issuance growth of 15% exceeded 2020 issuance growth of 13% as is often the case to our pockets of strength and pockets of weakness. In 2020, global investment grade and high yield were the strongest, while in 2021 leveraged loans and structured products were the fastest growing categories. The market clearly favored leveraged loans over high yield in 2021. The bars on these charts depict leveraged loan volume which soared in 2021. The lines depict the percentage of loans that we rated, which reached new heights of 95% in the U.S. and 93% in Europe. I’d now like to shift the presentation to our outlook for 2022. The latest global refinancing study was issued earlier this month. The total amount of global debt maturing in this study is $11 trillion over the next 5 years. This is down 3% from the $11.3 trillion highlighted in last year’s study. The chart on the right depicts the global high yield debt and leveraged loans maturing over the next 5 years. It totals $2.9 trillion, down 3% from $3 trillion in last year’s study. It appears that 2021 issuance benefited from a bit of extra pull forward. Let’s put this small decline in upcoming maturities into perspective. This chart shows total global corporate debt outstanding for the past 6 years. This increased at a compounded annual growth rate of 6%. The vast majority of this debt will get refinanced, and the pool of debt that needs to be refinanced just keeps getting larger. After exceptional issuance growth in 2020 and 2021, our Ratings Research Group anticipates that issuance will decrease 2% in 2022. The forecast calls for gains in structured, U.S. municipal and financial services issuance of 3%, 2% and 1%, respectively and a decrease in non-financials of 7%. Please note that this is an issuance forecast not a revenue forecast and it does not include leveraged loans. Now, let’s start with the latest view from our economists. They are forecasting global GDP growth of 4.2% in 2022. The global economy is in the midst of a robust, but uneven rebound from the pandemic. Demand growth is outrunning supply growth and inflation has risen quickly almost everywhere. GDP growth in the U.S. and Europe reached multi-decade highs in 2021 and have continued in 2022. Inflation has proven to be more persistent than thought and now presents a key policy challenge in the U.S. and Europe. Our economists now expect at least 3 Fed rate hikes this year starting in March. Each year, we carefully assess the external factors facing the company. This slide depicts those that we think are most important going into 2022. Probably the most important positive factors are the expectation for continued healthy economic growth, borrowing costs that remain historically low, continued AUM flows from active to passive, elevated commodity levels that help the financial stability of commodity producers and ample liquidity. The most significant negative factors are geopolitical uncertainty, sticky inflation, Central Bank rate increases and a re-pricing of equities and of course, the pandemic and supply chain disruptions remain general risks facing the global economy. Before I finish, I want to say that I’m incredibly proud of the team we have built at S&P Global and I look forward to welcoming the talented IHS Markit employees to S&P Global. We are hopeful we will be speaking with you soon to update you on the merger. Once the merger is complete, we will immediately begin building a new company with an even brighter future. And now, I’d like to turn the call over to Ewout Steenbergen, who is going to provide additional insights into our financial performance and outlook. Ewout?
Ewout Steenbergen:
Thank you, Doug and welcome to all of you on the call. Let me start with our fourth quarter financial results. Revenue increased 12%. Adjusted corporate unallocated expense increased 38% primarily due to increased incentive compensation, higher professional fees and the timing of contributions to the S&P Global Foundation. Adjusted total expenses increased 9% and I will come back to this on the next slide. Adjusted operating profit margin increased 120 basis points. Interest expense decreased 22% primarily due to a reduction in FIN 48 interest expense accruals and adjusted diluted EPS increased 16%. Total adjusted expenses for the full year increased 7%. For the fourth quarter, they increased to 9%. The fourth quarter increase was primarily due to elevated variable expenses, including incentives, commissions and royalties as a result of strong 2021 financial performance; severance charges related to management changes in the Indices business during the quarter; increased investments in growth initiatives; increased professional fees; and the resumption of T&E spending. During the fourth quarter, the non-GAAP adjustments totaled to a net pre-tax loss of $131 million. They included $21 million for merger transaction cost primarily legal fees, $42 million for merger integration cost primarily consulting fees, retention bonuses, branding and technology integration cost; $51 million from merger costs to achieve, which will drive synergy benefits, they include lease impairments and restructuring charges; $4 million for acquisition and divestiture-related expenses; $8 million in gains from real estate sales; and $21 million in deal-related amortization. This quarter, all four segments delivered increased revenue with Indices leading the way with an 18% increase. All four segments also delivered adjusted operating profit growth with Ratings leading the way with an 18% increase. Quarterly margins were mixed, but more importantly, all four segments reported a gain in adjusted operating profit margin for the year. Each year, on our fourth quarter earnings call, we share the changes in our headcount. In 2021, headcount decreased 1% primarily for two reasons. The first is operational efficiencies. Much of the operational efficiencies were from automation. In fact, our people created 225 bots in 2021 with Market Intelligence leading the way with 167 bots. Cognitive automation and RPA generated over 600,000 hours of savings in 2021. The second is pre-realized merger synergies. Because of the pending merger, it didn’t make sense to backfill many positions when people left the company in 2021. We estimate that there were about 150 S&P Global positions left unfilled, representing pre-realized synergies of approximately $25 million by year end 2021. This year, with the formation of Sustainable1, we added this as a new category. Many of the people in Sustainable1 were previously reported in other categories. Platts was the area with the largest headcount increase at 11% due to investments in several growth projects. Market Intelligence had the largest decrease at 6% largely due to automation efficiencies and realignment to Sustainable1. Last year, we shared this slide and estimated that we would invest $100 million on growth initiatives in 2021. We ended up investing $80 million. The primary reasons for the difference were the competing priorities due to the merger and the competitive labor market. We will share our 2022 investment spending plans after the merger is completed. On our third quarter 2020 earnings call, we introduced a new $120 million productivity program to be completed over a 2 to 3-year period. I am pleased to report that only after 18 months we have already largely completed the program. There are few small procurement projects that are awaiting the close of the merger to take advantage of the increased scale of the combined company. All our productivity efforts will now be focused on achieving the merger synergies. Now, turning to the balance sheet, our balance sheet continues to be very strong with low leverage and ample liquidity. We have cash and cash equivalents of $6.5 billion and debt of $4.1 billion. Our adjusted gross debt to adjusted EBITDA improved since the end of last year to 1.8x. Free cash flow, excluding certain items, was $3.5 billion in 2021, an increase of $217 million or 7% over the prior year period. Because the share repurchase program was suspended due to the pending merger with IHS Markit, we only returned 21% of free cash flow to shareholders in 2021. After the merger is completed, we expect to significantly ramp up share repurchases. Now, let’s turn to the division results, starting with S&P Dow Jones Indices, the segment delivered 18% revenue growth primarily due to gains in AUM linked to our indices and increased exchange-rated derivative activity. Our asset-linked revenue also included the benefit of a customer underreporting true-up. In the fourth quarter, we reported a 28% increase in adjusted expenses primarily due to severance, increased incentive compensation, commissions and royalties; a 13% increase in adjusted segment operating profit and an adjusted segment operating profit margin of 65.7%, a decrease of 280 basis points. On a trailing four-quarter basis, the adjusted segment operating profit margin increased 80 basis points to 69.9%. S&P Dow Jones Indices delivered growth across all revenue channels this quarter. Asset-linked fees increased 18% with very strong gains in ETFs and mutual funds. Exchange-traded derivative revenue increased 30%. Data and custom subscriptions increased 10%. Activity at the CBOE increased in the fourth quarter, with S&P 500 Index options activity increasing 47% and fixed futures and options activity increasing 18%. CME equity complex volume increased 15% with particular strength in E-mini S&P 500 options. Ratings reported revenue increased 12%. Adjusted expenses increased 5% primarily due to increased incentive compensation, wages and outside services. This resulted in an 18% increase in adjusted segment operating profit and a 300 basis point increase in adjusted segment operating profit margin. On a trailing four-quarter basis, adjusted segment operating profit margin increased 180 basis points to 64.2%. Non-transaction revenue increased 7% primarily due to fees associated with CRISIL, new entity credit ratings and surveillance, partly offset by lower Rating Evaluation Service. As an aside, we added over 1,000 new entity credit ratings in 2021. Transaction revenue increased primarily due to strength in investment-grade corporate bonds, bank loans and structured products. This slide depicts Ratings revenue by its end markets. The largest contributor to the increase in Ratings revenue was the 14% increase in corporates. In addition, financial services revenue increased 5%, structured finance increased 32%, governments decreased 11%, and the CRISIL and other category increased 14%. On the right side of this slide, you can see the changes in revenue within structured products. The largest change was in CLOs, which increased 43%. Turning to Platts, revenue increased 12% or $26 million, including a $4 million commercial settlement. Approximately 14% of this growth was from new products. Core subscriptions increased 10%, and Global Trading Services increased 13%. The gains in GTS revenue were mainly from higher petroleum and iron ore volumes. Adjusted expenses increased 16% primarily due to increased commissions, growth investments, cost of sales and incentives. Adjusted segment operating profit margin decreased 160 basis points to 50.1%. The trailing four-quarter adjusted segment operating profit margin increased 40 basis points to 55.1%. Platts delivered excellent revenue growth in every category with notable increases in natural gas, power and renewables and petrochemicals. Market Intelligence delivered revenue growth of 8% or $42 million, with 34% of the growth coming from new products. Usage of our key market platforms increased 4% year-over-year, while year-ending active users increased 13% to 299,000 users. Adjusted expenses increased 5% due to increased cloud hosting initiatives, royalties, incentives and commissions. Adjusted segment operating profit increased 15%, and the adjusted segment operating profit margin increased 200 basis points to 32.7%. On a trailing four-quarter basis, adjusted segment operating profit margin increased 190 basis points to 34.3%. Looking across the Market Intelligence components, Desktop revenue grew 6%. During 2021, Market Intelligence rebranded its premier platform offering as Capital IQ Pro. The Capital IQ Pro platform combines the best of Capital IQ and SNL desktops with broad public fundamentals and deep industry data. In addition, the platform offers greater visibility into private companies and private markets as well as regulatory, supply chain, climate data and analytics and ESG scores. Data Management Solutions revenue grew 11%, and Credit Risk Solutions revenue grew 8%. Due to the pending merger, the company will not provide guidance for 2022 at this time but will provide 2022 guidance for the combined company after the merger is completed. We continue to expect the merger to close this quarter. In addition to the slides that we have reviewed on this call, there are additional slides in an appendix that can be downloaded from the Investor Presentations section of the Investor Relations website. In conclusion, 2021 was a noteworthy year for S&P Global. We delivered strong financial results, realized significant growth, made considerable progress on merger preparation and synergy validation and launched multiple innovative new products across the company, including our Sustainable1 product offerings. And with that, let me turn the call back over to Chip for your questions.
Chip Merritt:
Thank you. [Operator Instructions] Operator, we will now take our first question.
Operator:
Thank you. Our first question comes from George Tong with Goldman Sachs. Your line is open.
George Tong:
Hi, thanks. Good morning. With respect to the merger with IHS Markit, can you elaborate on what steps remain for the companies to complete before the transaction can close?
Doug Peterson:
Hi, George, this is Doug. Thanks for the question. Well, first of all, as you know from our last call and what you’ve seen that we’ve released, we have approval from all of the regulators that we require approval from to close the merger. And – but those are conditioned on certain divestitures. So with the UK CMA, we are – have already presented them with approved buyers for the Base Chemicals business, which is News Corp. We’re waiting for their approval of that potential buyer. And then the second would be from the EC. We have – they have looked at all of the divestitures and the additional one from them is CUSIP, which we’ve announced that we signed a contract with FactSet. And we’re waiting for them to approve them as an acceptable divestiture partner. Other than that, we’re ready to go.
George Tong:
Got it. Very helpful. You’ve realized pre-realized merger synergies over the course of 2021 and early 2022. Given your work around synergy realization, how are your views on revenue and cost synergies from the transaction changed?
Ewout Steenbergen:
Good morning, George, this is Ewout. Obviously, we have continued to work on further validating our synergies, both on the cost side and on the revenue side. We have, in the meantime, had five rounds of synergy submissions by our work streams. So they do a lot of work on substantiating synergies, building bottom-up plans and further really developing concrete initiatives around these synergies. So the confidence level is going up for each of those submission rounds. I cannot give you specific numbers today. We will get back to you during the merger call. But a lot of work is continuing, so we’re ready to realize the synergies immediately after completing the transaction.
George Tong:
Got it. Thank you.
Ewout Steenbergen:
Thanks, George.
Operator:
Thank you. Our next question comes from Toni Kaplan with Morgan Stanley. Your line is open.
Toni Kaplan:
Thanks, so much. I wanted to ask on Ratings. You mentioned the down 2% issuance for this year that your Ratings Group is forecasting. Just given the potential for rising rates, you mentioned you’re expecting three rate hikes. I guess how are you thinking about upside versus downside to that down 2% number?
Doug Peterson:
Yes, Toni, thank you for that. First of all, let me just share a little bit of the color of the market. As you know, last year was – had a lot of mixed movement in the Ratings. As an example, the corporates in the U.S. were down 30%. Financial institutions were up 17%, and then as an example, globally structured credit, which is CLOs, was up 265%. So we saw a lot of mix in the movements. And our analysts and the team at the S&P Global Ratings research team have been looking across all of those types of factors, what was the part issuance. One thing that they have looked at is what was the growth in issuance over the last couple of years in all the different sectors? What’s the M&A landscape? What are we seeing for the pipeline of LBOs, private sector transactions, private credit transactions? And what they see right now is in the – what we call the corporates or the industrials that they are expecting they’ll be down by about 7% next year with the range of negative 15% to negative 5%. Financial services relatively flat, up about 1% with a range from down 5% to up 5%. Structured finance at about 3% growth for the year with could go down as much as 5%, could go as much up as 8%. And then public finance at about 2%, either flat to up 5%. So that gives you a total of down about 2% with a range that could go down 8%, and it could go up to 3%. As I said, this is based on the factors of looking at the pipeline, looking at outstanding issuance, maturities that are coming up, M&A pipeline, what we’ve learned from the banking sector on what they see with the private transactions, etcetera.
Toni Kaplan:
That’s great. Very helpful. And wanted to ask on ESG, so you have mentioned in the past that most of the ESG revenue right now is in Platts, but there are significant opportunities in the other segments, and you’ve mentioned a number of those earlier in the call. But just how should we think about the ramp of ESG in the different segments? Like would you expect like Market Intelligence to be able to ramp first or Index? And should we see this being sort of a gradual opportunity over time? Or as things gain traction, massive step up somewhere? Just how should we think about going forward?
Ewout Steenbergen:
Good morning, Toni, if you look at the revenues for ESG, we’re very pleased with the growth during 2021. We realized 51% growth in revenues across the company. And so overall, we continue to be committed to that 40% CAGR that we have laid out before. Your question with respect to each of the segments, you’re right that Platts is still the highest, the largest in terms of ESG revenue contribution. Market Intelligence is very closely following now the Platts business. And what we are seeing that besides Platts, particularly Ratings, Market Intelligence and the Index business are having the highest growth of each ESG revenues at this point in time. So this is clearly an enterprise-wide initiative. That’s why we have created the Sustainable1 group that is looking across the company and driving commercial initiatives for the company as a whole. And we continue to be very excited about the outlook for the ESG revenues and particularly also seeing that growth in the other segments outside of Platts.
Toni Kaplan:
Perfect. Thank you.
Doug Peterson:
Thanks, Toni.
Operator:
Thank you. Our next question comes from Kevin McVeigh with Credit Suisse. Your line is open.
Kevin McVeigh:
Great. Thanks, so much and congratulations. Obviously, there is a lot going on and just really, really nice outcome. Doug or Ewout, could you talk about obviously, there is the focus on rates, but there is market volatility as well. Maybe talk about how the volatility impacts the Indices business, the Market Intelligence and then Platts as well because I think there is puts and takes across the model, but maybe the increased volatility, again, how that impacts Indices, Intelligence and then maybe just a spike in oil within the context of Platts, if you could.
Ewout Steenbergen:
Absolutely, Kevin, and good morning. Actually, the way how we look at volatility, that is, in many cases, also a positive for our businesses because if there is more volatility going on in the markets, more activity happening. There is more demand for our products, for our research, for our insight and for our analytics. So actually, volatility in markets usually shows more the higher value add of our products. And then on top of that, we see two of our businesses that are directly benefiting from more volatility from a trading perspective. We have Global Trading Services revenue in Platts that is going up when there is more market volatility in the commodities markets. And then we have the exchange-traded derivative activity in the Index business, which is the case that there is more hedging going on been in more volatile equity markets. And that is one of the revenue drivers of our Index business. So clearly, volatility is helping the company both from a value add, but then also about directly two revenue streams in both the Index and the Platts business.
Kevin McVeigh:
That’s great. I will get back in, thank you so much.
Ewout Steenbergen:
Thank you, Kevin.
Operator:
Thank you. Our next question comes from Alex Kramm with UBS. Your line is open.
Alex Kramm:
Hi, good morning, everyone. Wanted to come back to the Ratings agency discussion for a second, Doug, you mentioned obviously that the forecast from your team doesn’t include loan markets. But if you look at the loan business for you in 2021, obviously, that business doubled. So, curious where you shake out in terms of loan market expectations in terms of issuance? And obviously, that filters into structured finance as well in case it’s a soft environment, which we’ve seen so far in January. Thank you.
Doug Peterson:
Yes. Thank you. Well, when it comes to the loan market, we still see conditions which are quite attractive for loan issuers. First of all, even though there is discussions about rates going up, we’ve seen estimates from 3, 4, 5, 6, even 7 hikes recently as the last couple of days, our own economists have increased their expectation for rate hikes in the U.S. up to a range of more like 5 or 6 now. But even if you look at rates, rates are still quite low. And there is a lot of demand for floating rate instruments given the rate cycle, and there could be increases there. We also see a very strong M&A pipeline. As you know, M&A is one of the biggest drivers of loan issuance as people complete M&A, they many times are financing it with a bridge loan or potentially going into the loan market. So when we look at the entire market, we think that even though rates are going to be going up, they are still low on historical levels. Spreads are very tight. There is a lot of demand for floating rate paper. There is a large pipeline of transactions coming through, both from a combination of M&A as well as private equity transactions. So we’re seeing right now still a very strong market for loans into the near future.
Alex Kramm:
Alright. Fair enough. And then maybe this could be for Ewout or you. Inflation, obviously, is a topic that’s been coming up a lot. Curious, I know you’re not giving any guidance at this point, but how you think, on the one hand, that could impact your cost pressure that we’ve seen with other companies? And then maybe remind us how much CPI you have built into some of your contracts in Market Intelligence, maybe Platts. So I guess the question is where could inflation actually help organic growth in 2022, which some people may not be thinking about? Thank you.
Doug Peterson:
Thanks, Alex. I’m going to start, and then I’m going to hand it over to Ewout. Well, first of all, when we look at inflation, we see that last year, as an example, in the U.S., it was a 7% annualized rate in December. That annualized rate of 7% has, obviously, led to a very animated discussion about interest rates in the U.S. So as we built our plan and we’re looking forward, we’ve been looking at this in the U.S. and the UK, around the world. So first impact is we believe that interest rates will be going up. You’ve seen them go up in the UK. They are talking about it in the EC. The ECB has now been rumored to be looking at interest rate increases. And then in the U.S., there is expectations this year. So we’ve built those factors in. When it comes to labor markets, that’s one of the areas I am watching myself quitter closely both from a systemic point of view and then for our company itself. We’ve seen some wage pressure in areas like technology roles. There are some ESG roles that we’ve seen some pressure, wage pressure because those – we’re obviously going to be paying market rates. But let me hand it over to Ewout to give you some more thoughts about how we’re applying it for our budget for this year.
Ewout Steenbergen:
Good morning, Alex, if we think about the impact of inflation on the company, we think, overall, this is going to be manageable for us because of a couple of reasons. Obviously, there will be expense increases with respect to people costs and procurement. And as Doug said, we are making some targeted adjustments for certain job groups within the company. But then the offsets are the following. We are continuing to run productivity programs, and you have seen that we have made quite good progress with the program we announced in 2020. Of course, we’re getting the significant synergy programs. And then we have an opportunity based on the high value-add of our products and services to achieve more favorable contract terms and fees over time when we are at that point of renewal. Obviously, that depends on facts and circumstances for each of our businesses. But clearly, we will be looking at balancing growth, at margins, at customer relations and then ultimately, shareholder value by managing the impact of inflation. But as I said at the beginning, we think that is overall manageable from a financial results perspective.
Alex Kramm:
Very helpful. Thank you.
Doug Peterson:
Thanks, Alex.
Operator:
Thank you. Our next question comes from Ashish Sabadra with RBC Capital Markets. Your line is open.
Ashish Sabadra:
Thanks for taking my question. Just going back to the – when the INFO acquisition was announced, the company had guided to a mid-single-digit EPS growth for ‘22. I understand, you will provide the guidance on the – after the acquisition closes. But a lot has changed since then. So I was just wondering if you could just provide us some puts and takes since the original guidance was given and whether the buyback was included in that original guidance? Any incremental color will be helpful. Thanks.
Ewout Steenbergen:
Ashish, fully understand this is a very unusual situation that we cannot provide you guidance at this point in time. Having said that, you should expect us from a philosophical perspective, how we manage the company to continue exactly for what you have seen us doing in the past and what we have thought you before. So expect to grow revenues in all of our businesses in 2022 and also to continue to expand our margins. And we will be more specific during the merger call and give you more quantification around that.
Ashish Sabadra:
That’s very helpful color, thank you for that. And then just on the multiyear productivity, it’s great to see the progress there and ability to pull forward or ability to execute at a better-than-expected pace and then now the focus on cost synergies going forward. Just a question there would be is there opportunity for – as we – in addition to the cost synergies, could there be more opportunities for productivity, global productivity improvement on stand-alone businesses as well? Thanks.
Ewout Steenbergen:
We will continue to look at all the opportunities. You may expect us to see us continue to be very disciplined from a cost management perspective. There are areas where we are further looking at across the whole company from productivity to real estate to automation, many, many different areas. Again, we will give you a full update on what that means for the combined company from a synergy perspective. But overall, I’m very pleased with the progress we are making to get ready to start to realize those synergies and the concrete plans that we have put behind that. And as I said before, five rounds we now had in terms of synergies, submissions by the work streams. So an incredible amount of work has gone into this to further validate and to bring up the confidence level in terms of what we will be able to accomplish.
Ashish Sabadra:
That’s great and congrats on such a strong quarter. Thank you.
Doug Peterson:
Thanks, Ashish.
Operator:
Thank you. Our next question comes from Manav Patnaik with Barclays. Your line is open.
Manav Patnaik:
Thank you. I’m just looking at the Kensho slide here, and I just wanted kind of a high-level overview on what the pipeline at Kensho looks like just with S&P at the moment, and I imagine IHS Markit only opens up the doors there?
Ewout Steenbergen:
Thanks, Manav. And you know this is always one of my favorite topics to talk about. So we continue to be so excited about the initiatives of Kensho and how Kensho is helping to transform S&P Global and what it can do also for the combined company after we complete the transaction. You’ve seen some of the highlights of the accomplishment of Kensho during 2021, and we are expecting to see that continuing in 2022. We have such a complete toolkit of AI for unstructured data, which is about linking data, extraction, speech to text, the Codex platform that is now on Cap IQ Pro and has already 300,000 users to date. And you cannot imagine the amount of demand that Kensho have going forward. We will have some prioritization decisions to make where we think we can create the highest value and where to use those resources. Also, by the way, the attention for Kensho from external customers is going up at this point in time. There is more and more external activity happening and also the relations with Kensho with some of the large technology firms is further expanding. So we’re actually really excited that the external recognition of Kensho remains very high. So high value creation for Kensho, and it’s going to be really positive to see what is going to be next for Kensho in a way to help to catalyze innovation for the company.
Manav Patnaik:
Got it, thank you for that. And then just a quick update on China, obviously, the number of ratings is growing really nicely as you disclosed. Just wondering like is the revenue material yet and what that kind of pace looks like?
Doug Peterson:
Yes. Thanks, Manav. Well, we’re so excited about China. We have a fantastic team there with really good leadership. We’ve been out educating the market. As you know, there is been some opportunities for us to provide some seminars on credit. We’ve seen a very large increase in traffic coming to us, especially given the current credit environment in China. As you mentioned, we got up to 57 ratings in 2021. One of the things that’s important to us is that they span the different levels of investment-grade ratings. They are broad from AAA to BBB. We rated financial institutions, corporate structured. And the regulatory environment is also one where there are some very good initiatives going on to look at changing the floor of ratings that are going to be available for financial institutions and insurance companies. But our revenue is still light. It’s not material to the company. It’s something that we’re putting a major focus on in 2022, so we can drive our commercial organization faster and harder to take advantage of the really strong start that we’re off to.
Manav Patnaik:
Alright. Thank you very much.
Doug Peterson:
Thanks, Manav.
Operator:
Thank you. Our next question comes from Hamzah Mazari with Jefferies. Your line is open.
Hamzah Mazari:
Hi. Good morning. Thank you. My question is just on market intelligence. Could you just remind us are all those contracts now on enterprise-wide arrangements? And maybe do you see the mix changing with data management solutions kind of being a much bigger part? And any mix changes you see within this business post merger? I know it’s one of your highest growth businesses and margins seem to have come back post some of your earlier investments.
Ewout Steenbergen:
Hamzah, good morning. Definitely what we expect to see is that the data management solutions is going to grow faster and becoming a more and more prominent part of the market intelligence business over time. So, maybe going back to a couple of the comments you made. With respect to enterprise-wide contracts, that process is done. So, we have now all our contracts on that basis. What you are seeing is very steady and healthy growth in desktop. We really like the commercial activity in 2021. We have seen some very healthy sales levels, and that sets us up well for 2022 from a desktop growth perspective, 6% reported growth. And that is more or less that mid-single digit steady growth is to be expected going forward. Then data management solutions in a normal quarter, you should see that grow at high-single digits to low-teens. We are a bit higher this quarter, about 11% and particularly nice growth in marketplace and in the Trucost area as well. So, those are doing particularly very well. And then lastly, you were referring to margins. We have been investing, as you know, the last year a lot in new growth initiatives in market intelligence. And we are very happy to see that paying off from an overall revenue growth perspective. And we said that you should see margins coming back in 2021 to that mid-30 levels. And we are very happy to see that, that actually also has taken place. So, market intelligence is very well positioned, I think for the next few years.
Hamzah Mazari:
Got it. Very helpful. And just my follow-up question, I will turn it over, is just around just the ratings business. I know you highlighted your global issuance forecast for 2022. And I know your revenue differs obviously with that figure because of pricing and non-transactional business and mix, etcetera. But maybe could you talk about what you are seeing in Europe around issuance, maybe in Asia? I know you touched on China in some of your prepared remarks, but any thoughts as to outside of North America, how those markets look like as you look at 2022? Thank you.
Doug Peterson:
Yes. Just to give you some thoughts about the markets. Well, first of all, the numbers we gave you were a global issuance forecast, so it’s taken into account all the different markets we are in. But Europe was very similar to the United States last year in full year and also in the final numbers in the quarter. Europe was down in corporates, but it was up in financial institutions as well as very strong in CLOs and structured credit. In addition, the CMBS market in Europe was strong. We saw – it’s not a big market, but there was a lot of interest in CMBS in the European market. We see the continued conditions in Europe that are strong for capital markets. There is an interest. I have mentioned this before in other calls, in the European policy sector to stop having all of the dependence for corporate financing coming from banks and moving more to capital markets. As that continues, we see that as a long-term valuable trend for us. That trend in Asia is also something that we are seeing more of as well. Just a little bit about 2020 – 2021. In Asia, across all of Asia, both the corporates and financial institutions were up. Corporates were up about 10%, and financial institutions were up about 14% through the year, whereas the overall structure in Asia was only up about 30%, most of that being in traditional ABS and RMBS where the major volume is. But we do see, again, in Asia that move towards capital markets away from banking markets as a trend. There is also a lot more M&A activity taking place and part of Asia, obviously, is China where we are on the ground floor there as that becomes a much more sophisticated market.
Hamzah Mazari:
Got it. Thank you.
Doug Peterson:
Thanks, Hamzah.
Operator:
Our next question comes from Craig Huber with Huber Research Partners. Your line is open.
Craig Huber:
Great. Thank you. Just wanted to touch on the cost a little bit for the – you gave some good detail earlier on this. But in the fourth quarter, can you just touch on internal investment spending, how that may have differed dollar-wise if you could versus a year ago or sequentially and also incentive compensation as well. Is that materially different? How is it accrued over the course of the year? And I have a follow-up. Thank you.
Ewout Steenbergen:
Yes. Good morning Craig, and thanks for asking that question. So I would first would like to point out that the expenses are unusually high during this quarter. The vast majority is not recurring, and you should see continued expense discipline from us going forward. So, having said that, you were specifically asking about certain categories, so, what you are seeing were from an expense growth perspective that the majority of the growth was coming from variable expenses, performance-related expenses, which I consider good expenses because they are directly correlated with healthy sales and revenue activity. So, these are commissions, royalties and incentive compensation. Incentive compensation, you asked a specific question around that. We are accruing at this moment significantly above 100% for our short-term incentive compensation, and that’s a bit higher compared to 2020. And also the performance factors of our long-term incentive compensation are running a bit higher than in 2020. So, that drove some of the additional expenses. With respect to growth investments, although you saw that they were overall a bit lower compared to the year before, that doesn’t mean that it doesn’t have an impact on the overall expense levels, because some of those growth initiatives go to a baseline. And it means that some of the new growth initiatives are still incremental to what we already have in place. So overall, growth in net investments drove approximately $15 million of the expense growth during the fourth quarter. So, we think these are clear reasons why the expense growth is happening. The underlying recurring expense growth is actually very limited and very minimal.
Craig Huber:
And my follow-up, I guess, you guys touched on a little bit earlier about on bank loans, the outlook for that. Can you just go a little bit deeper? I mean that’s obviously a huge wildcard this year. Obviously, it’s not included in your global debt issuance forecast. So, maybe touch on a little deeper what do you think the likely outcomes are for bank loans versus last year’s strength of about 100%? Maybe touch on CLOs as well as they think about this New Year. Thank you.
Doug Peterson:
Thanks, Craig. Yes. Right now, I can talk to you a little bit about the conditions, but we are not giving any guidance right now for 2022. But as I mentioned, the conditions for the market as of the current market are still quite favorable for bank loans. In particular, the M&A market, we see is strong. There is a large backlog of transactions which have already been announced that haven’t been closed yet. You have a large private equity pipeline of transactions, which are going on. Even though interest rates are starting to go up, and we have seen the 10-year treasury hasn’t hit 2%, but it’s getting closer. But spreads are tight, and interest rates are still very low on a historical basis. There is a lot of demand as well from insurance companies, from banks and other institutional investors for floating rate paper. So, we do think that the conditions are still very strong for the loan market. But as of now, we are not giving any specific guidance for 2022.
Craig Huber:
Thank you.
Doug Peterson:
Thanks, Craig.
Operator:
Thank you. Our next question comes from Andrew Nicholas with William Blair. Your line is open.
Trevor Romeo:
Hi, good morning. This is actually Trevor Romeo in for Andrew. I appreciate you taking the questions. Just a couple of quick ones for me. First, just wanted to go a bit deeper on Platts with 12% growth in the quarter, I think 18% growth in the U.S. I know some of that might be one-time from the commercial settlement. Is there anything you would call out there in terms of drivers of that strength? And how much is the strong commodity market driving growth kind of across the various areas of Platts right now?
Ewout Steenbergen:
Good morning Trevor, definitely very pleased to see such a high revenue growth in Platts. I think it has been a long time ago, we see Platts growing in the double-digit space. So, this is really excellent results. You are right, there was that $4 million commercial settlement in those numbers. If you would take that out, you are at approximately 10% growth for revenues for Platts in the fourth quarter, so still quite strong. So, what is happening behind there in terms of revenue growth, we see strong commercial momentum in both the core business, which is the price reporting business and the insights business. And that is mostly because we see customers being healthy with the current commodity prices. The current commodity market environment is actually very good for our customers and then also global trading services is doing well. We are growing clearly here based on the overall price volatility in the markets. And then the third reason behind this strong revenue growth of Platts is the new initiatives. We have invested in new initiatives like LNG, energy transition and agriculture, and they also start to pay off at this moment, so very pleased with the results of Platts overall.
Trevor Romeo:
Great. Great. Thank you. And then just a quick follow-up, just wanted to ask about your recent acquisition of the Climate Service, I am sure that’s probably a fairly small acquisition, but just wondering if you could talk a bit more about how that kind of physical climate risk more broadly fits into your ESG strategy? Thank you.
Doug Peterson:
Yes. Thank you for that. The Climate Service is a really interesting business, and it’s an excellent fit for us with the suite of climate products, in particular, that we have been putting together, both homegrown as well as the Trucost acquisition we made 4.5 years ago. It brings a platform called Climanomics, which is you are able to build across different data sets. It allows companies to look at their physical risk in many different categories, cyclones, hurricanes, fire, floods, etcetera. And it can be modeled to different approaches. As an example, the task force for climate-related financial disclosure modeling. So, this is something that we find that it’s a great fit for our organization. But more importantly, it also brings a really talented group of people, people who are entrepreneurial. They have got passion. They have got energy. And they are going to be a great addition to S&P Global as well because they are going to bring all of that energy as we build out even further our Sustainable1 business platform.
Trevor Romeo:
Great. I appreciate the color. Thanks again.
Doug Peterson:
Yes. Thanks, Trevor.
Operator:
Thank you. Our next question comes from Owen Lau with Oppenheimer. Your line is open.
Owen Lau:
Good morning and thank you for taking my questions. I want to get your thought about the potential development of ESG this year. And there has been a lot of conversation about the inconsistency of ESG data and ratings, and there are obviously some benefits of ESG data as well. But could you please talk about some of the potential events or development this year that can potentially get us closer to a more standardized ESG disclosure or ESG data and ratings? Thank you.
Doug Peterson:
Yes. Thanks, Owen. This is really an important area for us, both as S&P Global as well as an industry. And by that, I mean, the entire financial industry as we look to this important factor that starts to get included in people’s decision-making. What we see is that the ESG market itself for data and analytics as scores, it started to evolve as more and more insurance companies, institutional investors, asset managers take those factors into account as they make decisions. And as of now, as you know, the factors which are being used by different organizations are not the same. You have organizations that care more about climate. You have some that care more about diversity inclusion or supply chain. And so there is different language out there, whether it’s an impact fund, it’s an ESG fund, it’s an ESG approach. And we are working very closely with different organizations such as the IFRS and the ISSP. They are setting up the international sustainability standards for disclosure. The IOSCO, which is the International Organization of Securities, Commissioners, is looking at new rules around the globe for disclosure as well, both disclosure from the point of view of issuers, but also disclosure that could be asked for by different types of investors as they sell their funds or sell their investments. We do think that there is a really good effort going on across the private sector as well as NGOs along with these regulatory agencies to start addressing what would be the potential regulatory requests as well as the market themselves coming to standards of how we are going to be disclosing this. S&P Global for our products, all of our products, we provide very simple, clear, consistent disclosure on everything that we are providing in the ESG products. Our disclosure is built in a way that it’s consistent, it’s transparent, it’s comparable. You can see what the actual criteria is that’s used to determine an index or a score or the weighting of the score. And we think that, that’s going to be a key differentiating factor for us as we build out our ESG business.
Owen Lau:
Got it. That’s very helpful. And then one follow-up question is about the buyback. And again, and I know you don’t provide any specific guidance on buyback, but how should we think about kind of the magnitude and also the timing of the ASR? I mean, the stocks have traded down quite a bit since the beginning of this year. Would you be opportunistic to do one large ASR or you would do multiple ASR for the rest of this year? Thank you.
Ewout Steenbergen:
Owen, let me explain to you philosophically what we are having in mind. Obviously, we need to do a catch-up because we have not been able to do buybacks over the last 2 years. The same applies for IHS Markit. We have the opportunity to do buybacks based on the proceeds of some of those divestitures. We are also, of course, looking at the overall refinancing that we can do of the IHS Markit debt and potentially some opportunity for upsizing. And then very quickly, we would like to go in a normal course return of capital. We still are committed to the capital targets that were provided the call when we announced the merger, so at least 85% of return of free cash flow. So, we definitely are ready to resume buybacks after the transaction is completed and we would like to do that as quickly as possible in order to get normal rating again for the combined company.
Owen Lau:
Got it. Thank you very much.
Doug Peterson:
Thanks Owen.
Operator:
Thank you. Our next question comes from Jeff Silber with BMO Capital Markets. Your line is open.
Jeff Silber:
Thanks. I know it’s late. I will just ask one. In your comments, you talked a bit about labor cost. I was wondering if you can drill down a little bit more. First of all, is it more difficult to find and retain people? I know a lot of companies are talking about that? And then what does that translate into the labor costs you have been incurring and what you expect for this year? Thanks.
Doug Peterson:
Thanks, Jeff. I am going to start and then hand it over to Ewout. As I mentioned earlier, it’s critical for us that we are competitive, and we are paying market rates in all of the different markets we are in. We are seeing a little bit of inflation or increase in job expenses, wage expenses, as I mentioned, in some specific areas like high-demand technology areas, data scientists. One market, in particular, we are seeing increase in some pressures in India. And I will give you an example of something you might not have thought of, but we are actually seeing a lot of our recruiters getting recruited away. People are trying to hire people who can hire people. So, we are seeing certain areas where we do see some increase in turnover, and we are seeing clearly the areas that we are watching quite carefully. But our philosophy is to pay market rates to ensure that this is a great place to work, and Ewout can talk a little bit more of how that translates.
Ewout Steenbergen:
Yes. In addition to what Doug said, I think we are not having any problem with hiring. We are still a very attractive company, people like to work for us. And to stay competitively from a pay perspective, we have made adjustments for certain job groups. Think about the ratings analysts, technology and ESG. And we are also increasing the merit levels in certain jurisdictions. So, that is just to make sure we stay competitive. But overall, as I said to an earlier question, we believe that the impact is manageable because we have opportunities also to look at productivity, synergy, efficiencies, automation as well as the opportunity to look at some contractual terms and fees over time.
Jeff Silber:
Okay. That’s very helpful. Thanks so much.
Doug Peterson:
Thanks, Jeff.
Operator:
Thank you. Our final question comes from Jeff Meuler with Baird. Your line is open.
Jeff Meuler:
Yes. Thank you. I heard you a lot and clear, no guidance at this time. But I thought Ewout said that you expect to grow revenue in all of your businesses in ‘22. If I could just confirm if that’s what was said, obviously, asking specifically for ratings, if that’s the case. And then a related technical question, just given your team – your ratings team maintaining the down two issuance forecast, but also explicitly saying risks way to the downside. Did they lower the low end of the range and that down eight, seven at the low end already reflects their current views of that downside risk, or did they maintain the whole range and their kind of probability weighting different parts of the range or think there could be a future adjustment? Thank you.
Ewout Steenbergen:
Good morning Jeff. First, to your question about revenue growth, indeed, I said before that we expect to grow revenues in all of our businesses in 2022 and that we will get back to you with more specifics during the merger call. With respect to your question about some of the ranges with respect to the issuance forecast by our research group, I think you are right that compared to a quarter ago, some of the ranges have widened. But overall, the issuance forecast is still at a minus 2% level. And ranges have become wider because as we showed you in one of those slides in the prepared remarks, clearly, there is more uncertainty in the macro environment. So, the level of headwinds and potential tailwinds that we are seeing is a bit larger. So, ranges are wider, but overall, the midpoint is still the same.
Jeff Meuler:
Makes sense. Thanks for the reinforcement. Thank you.
Doug Peterson:
Yes. Thanks, Jeff. And let me just reinforce what Ewout said about the businesses and just clarify that this is S&P Global businesses that we are talking about. We have no discussion whatsoever about the IHS Markit businesses. But let me wrap up the call. And I want to thank everyone again for joining the call for your questions, for your support. I want to thank, again, as I always do, our very dedicated people. This has now been 2 years for the pandemic. We are going into our third year. We have asked our people to do a lot last year in the last 2 years. And we want to ensure that they are fully prepared for the expected merger with IHS Markit because we are going to be working really hard and running fast as soon as that closes. And throughout 2021, we continued to perform, as you saw today, with the strong financial results and the progress on our strategic initiatives, especially those that are going to be driving growth in the future and Kensho, data sciences, data analytics, ESG, what we have talked about with investment in our global businesses. Going back to one of the first questions we received about the merger. We are very excited about the merger and the progress that we have been making, planning for the merger. We are going to host the call as soon as it’s completed. We will do a post-merger investor call. We can provide an update on the company’s strategy, the business segments, the synergies, the investment program, share repurchases, things that you asked about today or wanted to ask about today, and that would include guidance. One last point I would like to make on the call is I want to thank Chip Merritt. He has been an incredible partner as our Head of IR. He is going to still be with us for a few more months until May. But for the past 9 years, he has been a great partner. He has helped position S&P Global as the leading financial data and analytics and benchmark company and always with a great sense of humor. So Chip, thank you so much for your partnership throughout. We couldn’t have never done as well as we had without you. So again, I want to thank everyone for joining the call today. We are very proud of all that we have been able to achieve, but we also have a lot to look forward to. So, thank you, again, everyone.
Operator:
That concludes this morning’s call. A PDF version of the presentation slides is available now for downloading from investor.spglobal.com. Replays of the entire call will be available in two hours. The webcast with audio and slides will be maintained on S&P Global’s website for 1 year. The audio-only telephone replay will be maintained for one month. On behalf of S&P Global, we thank you for participating and wish you a good day.
Operator:
Good morning. Welcome to S&P Global's Third Quarter 2021 Earnings Conference Call. I would like to inform you that this call is being recorded for broadcast. All participants are in a listen-only mode. We will open the conference for question-and-answers after the presentation, and instructions will follow at that time. To access the webcast and slides, go to investor. spglobal.com. [Operator Instructions] I would now like to introduce Mr. Chip Merritt, Senior Vice President of Investor Relations for S&P Global. Sir, you may begin.
Chip Merritt:
Thank you for joining today's S&P Global Third Quarter 2021 Earnings Call. Presenting on today's call are Doug Peterson, present CEO, and Ewout Steenbergen, Executive Vice President and Chief Financial Officer. We issued a news release with our results earlier today. If you need a copy of the release and financial schedules, they can be downloaded at investor. spglobal.com. Before we begin, I need to provide certain cautionary remarks about forward-looking statements. Except for historical information, the matters discussed in today's conference call may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including projections, estimates, and descriptions of future events. Any such statements are based on current expectations and current economic conditions, and are subject to risks and uncertainties that may cause actual results to differ materially from results anticipated in these forward-looking statements. In this regard, we direct listeners the cautionary statements contained in our from Form 10-K s, 10-Qs, and other periodic reports filed with the U.S. Securities and Exchange Commission. In addition, as announced late last year, S&P Global and IHS Markit entered into a definitive merger agreement. In March, shareholders of both Companies overwhelmingly voted in favor of the merger. The merger is pending regulatory approval, and we currently expect to close in the first quarter of 2020. This call will touch on the merger, but does not constitute an offer to sell or buy, or the solicitation of any offer to buy or sell any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale, would be unlawful prior to registration or qualification under the securities law of any such jurisdiction. No offering of securities shall be made except by means of prospectus, meeting the requirements of Section 10 of the Securities Act of 1933. In connection with the proposed transaction, S&P Global and IHS Markit have filed a registration statement on Form S-4 with the SEC, which includes a joint proxy statement and a prospectus. S&P Global and IHS Markit have filed other documents regarding the proposed transaction with the SEC. Investors and security holders of S&P Global or IHS market stock are urged to carefully read the entire registration statement and joint proxy statement prospectus, which is available on our website and at sec.gov. In today's earnings release and during the conference call, we'll provide an adjusted financial information. This information is provided to enable investors to make meaningful comparison of the corporation's operating performance between periods and to view the corporation's business from the same perspective as management. The earnings release, and the slides contain exhibits that reconcile the difference between the non-GAAP measures and the comparable financial measures calculated in accordance with U.S. GAAP. This call, especially discussion of our outlook, contains statements about expected future events that are forward-looking, and are subject to risks and uncertainties. Factors that can cause actual results to differ materially from expectations can be found in our filings with the SEC and on our website. I would also like to call your attention to European regulation. Any investor who has or expects to obtain ownership of 5% or more of S&P Global should give me a call to better understand the impact of this legislation on the investor, and potentially the Company. We're aware that we do have some media representatives with us on the call. However, this call is intended for investors, and we would ask the questions from the media be directed to Ola Fadahunsi at 212-438-2296. At this time, I would like to turn the call over to Doug Peterson. Doug?
Doug Peterson:
Thank you, Chip. Welcome to today's third quarter Earnings Call. I'd like to start with some of the highlights of the quarter. We reported exceptional financial results with revenue increasing 13%, and all 4 businesses delivering strong revenue and adjusted operating profit growth. Indices delivered the strongest revenue growth for the second straight quarter due to large gains in ETF AUM. Adjusted expenses increased 7%, largely due to investment spending, commissions, and royalties. After raising guidance on both the first quarter and second quarter earnings calls, we're raising 2021 guidance again, based on these strong results and our expectations for the remainder of the year. Ewout will provide details in a moment. I'd also like to share some additional highlights from the third quarter. The most important initiative of the year continues to be our upcoming merger with IHS Markit. This is an incredibly transformative opportunity for our Company and our customers. The regulatory path to closing the merger's now becoming clear. We launched S&P Capital IQ Pro and Platts Dimensions Pro. And sustainable one, our ESG business is gaining momentum as we build internal capabilities and product offerings expand. I'll come back to all of these highlights in more detail, but let's start with the merger. When we announced the merger November 2020, we noted that we needed regulatory approval in five jurisdictions, Canada, the European Union, Taiwan, the United Kingdom, and the United States. We've made substantial progress with all these regulators and there are number of remedies we must undertake in order to complete the merger. IHS Markit must divest the OPIS, the Coal, Metals and Mining, and the Petchem Wire businesses. The sale of these assets to News Corp has already been announced. In addition, IHS Markit must divest its Base Chemicals business. S&P Global must divest CUSIP Global Services, and leverage commentary and data together with related family of leveraged loan indices. S&P Global and IHS Markit will begin the process of selling these additional businesses shortly. In order to provide time to undertake these sales processes, we now expect to close the merger in the first quarter of 2022. Collectively, the revenue from all of the businesses being divested is approximately $425 million, and the margins for each of these businesses are higher than the margins for each of the divisions they're in. In a moment, EVA will provide an update on our merger synergy expectations, and you will see that despite these divestitures, we're raising both our cost and revenue synergy targets. To recap the financial results for the third quarter, revenue increased 13% to $2.1 billion. Our adjusted operating profit increased 18% and our adjusted operating profit margin increased 250 basis points to 55.4%. As you know, we measure and track adjusted operating profit margin on a trailing four quarter basis, which increased 130 basis points to 55.1%. As a result, our adjusted diluted EPS increased 24%. Each quarter, we highlight a few key business drivers and important projects underway. This quarter, let's start with ratings bond issuance trends. During the third quarter, global bond issuance increased 3%. In the U.S., bond issuance in Aggregate increased 6% as Investment Grade decreased 12%, High Yield decreased 16%, Public Finance decreased 24%, while Structured Finance increased 105% due to large increases in every category, particularly CLOs which increased 340%. European bond issuance increased 4% as Investment-grade decreased 7%, high yield decreased 4%, and structured finance increased 70% with gains in every asset class, except RMBS. Of particular note, CMBS increased 375%. In Asia, bond issuance decreased 2% overall. The data on this slide only depicts bond issuance when we include new bank loan volumes, overall global issuance increased 9%. The next two slides look at the combined high-yield issuance and leveraged loan volume for the U.S. and Europe. Data is not readily available for the rest of the world. This slide shows that the combination of global leveraged loan and high yield issuance in the third quarter, continued to be very strong, surpassing every quarter in 2018. '19, and '20. This slide depicts the combination of high yield issuance and leveraged loan volume by the use of proceeds of the funds raised. This quarter, both general corporate purpose and refinancing-related issuance was lower than the third quarter of 2020. The surge in activity is entirely due to M&A, LBOs, buybacks, and dividends. These are opportunistic categories that aren't pull-forward. The surge in issuance is not pulling forward issuance from future years, and it's additive to future financing needs. Since bank loan ratings are an important element of ratings revenue, we like to disclose our bank loan ratings revenue each quarter. The unprecedented strength of bank loan ratings revenue continued in the third quarter, and year-to-date revenues already surpassed any of the previous 10 full years. The leverage loan market and the CLO market are dependent on one another as many of the leverage loans end up CLOs. As you can see here, CLO issuance continued to accelerate in the third quarter. During the third quarter, we rebranded our market intelligence platform as S&P Capital IQ Pro. This recognizes the value of the Capital IQ brand as we continue to upgrade the platform with additional content and functionality. We currently have approximately 290,000 active desktop users of which 90,000 are utilizing S&P Capital IQ Pro. The inaugural release of S&P Capital IQ Pro includes a number of capabilities not found in the market intelligence platform. A new Kensho -enabled document viewer incorporates AI -based search to speed up users' discovery of tech space insights across filings in transcripts. It's based on technology that Kensho originally developed for U.S. security and military agencies, and is now re-engineered for S&P Capital IQ Pro. For example, it gives investors the ability to quickly screen comments made over years of earnings calls within minutes. The new platform features frequent coverage of private markets, including data around fundraising trends, dry powder, fund performance, and LP Investor allocations. Also included is the ability for users to screen on non-traditional industry criteria, such as crypto, therapeutics and cleantech. S&P Capital IQ Pro also includes ratings, direct coverage of corporate and financial institutions. Our users can now incorporate a full suite of S&P Capital IQ pro tools and functionality and interact with S&P Global ratings content in ways not previously possible. Platts has been on a long journey to consolidate its product platforms as well. With the acquisitions of Bentek, Eclipse [Indiscernible], Petromedia, and others. There has been a tremendous effort to consolidate all of these capabilities into a single platform. This quarter, Platts introduced Platts Dimensions Pro, which provides users with a seamless one-stop shop experience across Platt's benchmark price assessments, news, and analytics, spanning 13 commodities, including energy transition. And like S&P Capital IQ Pro, this content is available on a web-based portal that is mobile-friendly, via machine-to-machine delivery, and as an Excel add-in. Periodically, we like to provide updates on new product launches. The first 2 charts on this slide depict the acceptance by market participants of our JKM marker for liquefied natural gas and our low sulfur marine fuel assessment. Both have exhibited very strong growth recently. The chart on the right shows the cumulative number of new assessments we have launched in energy transition space in the last 4 years. These include a new suite of Australian hydrogen prices, covering what is expected to be one of the key producers of this future fuel. The methane performance certificate, which reflects production of natural gas in the U.S., with 0 methane emissions, and upstream values for the measured carbon emissions associated with crude oil production and transportation, covering an initial suite of 14 crudes from around the world and aiming to provide the backbone for low carbon crude trading. Buyers can start to make active choices based on the relative carbon impact of different crude sources with this crude carbon intensity product. Turning to our investments in ESG, our Sustainable1 milestones and product launches continue to build. Third quarter Sustainable1 revenue increased 58% to $24 million versus the prior period. With the launch of Second-Party Opinions, Ratings now has 5 products. Overall, Ratings completed, 10 ESG evaluations, 13 Green evaluations, 13 SIEM benchmark engagements, and 11 social and sustainability framework alignment opinions in the quarter. In market intelligence, we're close to wrapping up the annual CSA survey. And so far in 2021, corporate participation increased 34% over 1,800 companies. On the back of these surveys, we relaunched our S&P Global ESG scores on 8,000 companies during the quarter. We are targeting to have scores on more than 11,000 companies by the end of this year's assessment cycle in the first quarter of 2022. In indices, we had $26.5 billion of ESG ETF AUM at the end of the third quarter. This is an increase of 178% since the end of the third quarter of last year. Our indices business also added to its ESG indices offerings with the launch of the S&P NZX 50 tilted index with the New Zealand Stock Exchange. Platts added products to both its suite of carbon assessments and it's recycled plastic offerings. And finally, S&P Global's a founding member of [Indiscernible], a new technology platform designed to provide private equity firms and the private markets with ESG measurement, data collection, and bench marking capabilities to help improve the management and tracking of ESG performance. By providing rich, detailed data on a wide array of ESG topics. The corporate sustainability assessment is an integral part of our ESG scores. Since we purchased the capability for RobecoSAM in late 2019, we've expanded the number of corporate participants by about 500 Companies, and the group has almost doubled corporate participation in the last 4 years. Today's participating companies represents 45% of global market capitalization. In addition, you could see this as a global endeavor. We view the CSA input as a key differentiator to our Sustainable1 efforts. Let me now turn to our outlook for global issuance in GDP. The 2021 issuance forecast continued to creep higher, and is now relatively flat versus 2020 issuance. The latest forecast was issued earlier this week and also covers 2022 issuance for the first time. 2022 issuances forecast a declined 2%. This is based on a 7% decrease in Non-financial Corporate, a 1% increase in Financial Services, a 3% increase in Structured Finance, and a 2% increase in U.S. Public Finance. Looking forward, inflation concerns, prospects for rising rates, high cash balances, and possible tax reform, all translate to headwinds for issuance in 2022. We expect that they will lead to a second year of contraction in issuance total. Please note that this is a bond issuance forecast. This is not a revenue forecast. For example, it doesn't address non-transaction revenue and doesn't include leveraged loan activity. The macro outlook is little change from 3 months ago. Our economists expect growth to moderate in 2022 with growth in Europe and many emerging markets improving while growth rates drop in the US and China. Commodity prices have rebound due to strong retail sales, weather events in supply chain and balances. However, inflation pressures appear to be peaking with some emerging markets Central Banks raising rates, US Federal Reserve moving up its tapering timeline, and the ECB firmly on hold for now. Finally, Platts Analytics believes the current fundamentals should remain supportive of oil prices in the mid 70s. This is positive for the health of the oil industry. I will now turn the call over to Ewout Steenbergen, who is going to provide additional insights into our financial performance and outlook. Ewout?
Ewout Steenbergen:
Thank you, Doug. While we have excellent Third Quarter results and an exciting merger pending, I would like to start my discussion today with our latest thinking around our merger synergy targets. There that has been an extensive effort throughout the Company to identify and validate potential merger synergies. While the initial synergy targets that we introduced at the time of the merger announcement were developed by a very limited number of senior managers, the latest figures take into consideration in depth planning and analysis by countless employees across both companies. We have increased our total synergy targets and now estimate that there will be $530-580 million of cost synergies and $330-360 million of revenue synergies. As you can see in the slide, these stakes into consideration new synergies identified as well as those who will no longer be able to achieve due to required divestitures. Correspondingly, the proceeds of the divestitures will contribute to additional capacity for share repurchases. I'll also want to point out that on a run rate basis, we have already achieved approximately $25 million of these synergies. This is primarily from not back-filling open positions created through normal attrition. Today, we are only providing an update on the merger synergy targets. We'll give you a full update on the financial targets of the merged Company after we complete the transaction. Turning to our third quarter financial results, Doug covered the highlights of strong revenue and adjusted earnings per share growth. I will take a moment to cover a few other items. Adjusted corporate unallocated expenses increased 18% due to Company-owned life insurance proceeds in the prior period. Our net interest expense improved 13% due to the refinancing of a substantial portion of our debt last year. The decrease in the adjusted effective tax rate was primarily due to a refinement of tax accruals on foreign operations related to both a prior and current period. During the quarter, changes in foreign exchange rates had a positive impact on adjusted EPS of $0.02. The only meaningful impact was in ratings where adjusted operating profit was positively impacted by $5 million. In the Second Quarter, we introduced three new categories to provide insights into the type of expenses that are going to be incurred related to the pending merger. The first category is transaction costs. These are costs related to completing the merger. They include legal fees, investment banking fees, and filing fees. The second category is integration costs. These are costs to operationalize the integration. They include consulting, infrastructure, and retention costs. The third category is cost to achieve. These are costs needed to enable expense and revenue synergies. They include lease terminations, severance, contract exit fees, and investments related to product development, marketing, and distribution enhancements. During the third quarter, the non-GAAP adjustments collectively totaled to a net pretax loss of $73 million. They included $9 million from merchant transaction costs, primarily legal fees, $45 million for merger integration costs, primarily consulting fees, a $3 million gain on the sale of an office building in India, and $21 million in deal-related amortization. This quarter, all 4 deficient delivered solid gains in revenue and adjusted operating profit, with indices delivering the largest gains. On a trading four-quarter basis, adjusted operating profit margin increased in all 4 deficient with indices leading with a gain of 170 basis points. I'll provide color on the individual business results in a moment. Now, turning to the Balance Sheet, our Balance Sheet continues to be very strong with low leverage and ample liquidity. We have cash and cash equivalents of $5.9 billion and debt of $4.1 billion. Our adjusted gross debt to adjusted EBITDA improved since the end of last year to 1.8 times. Free cash flow, excluding certain items, was $2.6 billion in the first nine months of 2021, an increase of more than $300 million or 15% over the prior year period. Due to the pending merger with IHS Markit, share repurchases have been suspended. Now let's turn to the deficient results and begin with S&P Dow Jones Indices, which delivered extraordinary revenue growth of 28% primarily due to gains in AUM linked to our indices. Please note that the ETF revenue included a $5 million break-up fee due to the termination of our indices as the basis for several ETFs. In the third quarter, adjusted expenses increased 4% largely due to royalties and compensation partially offset by reduced legal costs. The adjusted segment operating profit increased a whopping 40% and the adjusted segment operating profit margin increased 660 basis points to 71.8%. On a trailing four-quarter basis, the adjusted segment operating profit margin increased 170 basis points to 70.7%. Every category increased revenue this quarter, asset-linked fees increased 36% primarily from gains in ETF s, augmented by gains in mutual function insurance and over-the-counter derivative activity that exceeded 20%. Exchange traded derivative revenue increased 15% on increased trading volumes at the [Indiscernible]. Data and custom subscriptions increased 8%. For our indices deficient over the past year, ETF net inflows were $223 billion and market appreciation totaled $524 billion. This resulted in quarter ending ETF AUM of $2.5 trillion, which is 43% higher compared to one year ago. Our ETF revenue is based on average AUM, which increased 48% year-over-year. Sequentially towards the end of the Second Quarter, ETF net inflows associated with our indices totaled $55 billion and market depreciation totaled $16 billion. Exchange traded derivative activity was mixed during the quarter. Activity at the CBOE increased with S&P 500 Index options activity increasing 39% and fixed futures and options activity increasing 31% Activity at the CME Equity complex decreased 6% due primarily to a 22% decrease in [Indiscernible] volumes. Ratings delivered very strong revenue growth, increasing 14% with strength in bank loan ratings, structured finance, and non-transaction activity. Adjusted expenses increased 9% primarily due to increased salaries, headcounts at CRISIL, growth initiatives and incentives. This resulted in a 17% increase in adjusted segment operating profit and a 160 basis points increase in adjusted segment operating profit margin. On the trailing four-quarter basis, adjusted segment operating profit margin, increased 40 basis points to 63.8%. In China, we see continued momentum and interest in our ratings. We completed 15 ratings in the third quarter, bringing the year-to-date total to 46 compared to 22 in all last year. Non-transaction revenue increased 15% primarily due to growth in fees associated with surveillance, increased new entity ratings activity, Chrisol and Rating Evaluation Services revenue. Transaction revenue increased as a 150% increase in bank loan ratings activity and strong structure product issuance more than offset a decline in corporate bond issuance. This slide depicts ratings revenue by its end markets. The largest contributor to the increase in ratings revenue was the 48% increase in structured finance driven by CLOs, CMBS and the ADS. In addition, corporates increased 14%, financial services increased 8%, governments decreased 12%, and the CRISIL and other category increased 14%. Market Intelligence delivered reported revenue growth of 7%, and 8% on an organic basis. More than 1/3 of the revenue growth was from recent product investments, which increased by 40% led by ESG and the S&P Global Marketplace, adjusted expenses increased 4% primarily due to higher investment spending, particularly in ESG, S&P Global marketplace, SME, and China, additional infrastructure spending, supporting our cloud initiatives, and S&P Capital IQ Pro, and data, which is primarily license fees tied to aftermarket research revenue. Adjusted segment operating profit increased 13%, and the adjusted segment operating profit margin increased 190 basis points to 35.7%. On the trailing four-quarter basis, adjusted segment operating profit margin increased 90 basis points to 33.8%. Looking across Market Intelligence, there was solid growth in each category. Desktop revenue grew 6%, Data Management Solutions revenue grew 12%, Credit Risk Solutions revenue grew 7%. And now turning to Platts, reported revenue increased 8%. Our core subscriptions increased 7%. It's notable that more than 1/3 of the growth came from new products primarily ESG and LNG. Global trading services had a great quarter, increasing 14% mainly due to strong LNG and petroleum volumes. GTS activity often picks up when commodity prices become more volatile. Adjusted expenses increased 11% primarily due to growth initiatives, incentives, and commissions. In addition, expenses in the Third Quarter last year were aided by management actions. Adjusted segment operating profit increased 5% and the adjusted segment operating profit margin decreased 110 basis points to 54.6%. The trailing four quarter adjusted segment operating profit margin increased 70 basis points to 55.6%. Well, there was another revenue growth in every category, petrochemicals, natural gas, power and renewables, and shipping all delivered double-digit growth. Because the Company now anticipates closing the merger with IHS Markit in the first quarter of 2022, we're able to provide 2021 GAAP guidance for the first time. This slide depicts our new GAAP guidance. And this slide depicts our adjusted guidance. The third column shows our new 2021 adjusted guidance with all the line items that changed highlighted. We're making these changes primarily due to greater revenue growth in ratings and indices. Therefore, our revenue guidance is increased from high single-digit increase to a low double-digit increase. Corporate unallocated is increased by $5 million to a new range of $140-150 million due to increased incentives and a charitable contribution. Operating profit margin is increased by a range of 40-60 basis points to a new range of 55-55.5%. This results in the $0.50 to $0.55 increase to adjusted diluted EPS guidance to a new range of $13.50 to $13.65. And finally, free cash flow generation has been increased by $100 million to a range of $3.6 to $3.7 billion. In conclusion, 2021 is turning out to be an exceptionally strong year for the Company. All our businesses are delivering solid growth. We continue to expand our ESG product offerings, and we're making great progress on the upcoming merger with IHS Markit. And with that, let me turn the call back over to Chip for your questions.
Chip Merritt:
Thank you. Just a couple of instructions for our phone participants. [Operator Instructions] Please limit yourself to two questions in order allow time for other callers during today's Q&A session. Operator, we will now take our first question.
Operator:
Thank you. Our first question comes from Manav Patnaik with Barclays. Your line is open, ma'am.
Manav Patnaik:
Thank you. I just had a question on the Capital IQ Pro platform that you talked about. It seems like that's been in the works for some time, perhaps it's out a little bit later than you guys had anticipated. But just talk about how you think that improves your competitive positioning. Are there any changes in that [Indiscernible] of the market from the competitive angle.
Doug Peterson:
Thank you, Manav, this is Doug. Well, first of all, welcome everyone to the call. We had a lot to report today and then I'm pleased that you picked up that we've been able to launch the Capital IQ Pro platform. What it brings is its ability to, first of all, consolidate of many different information sources that we've had in the Company across the years. It has a much better interface if you've seen if you started using it. It also incorporates new Kensho capabilities and improves search. It also has the data for ESG, it's easier to use for our risk services data. So across the board, it provides us with a competitive advantage of comprehensive data, ease-of-use, as well as new tools that make it easier to download data to move them into spreadsheets for chatting, etc. So we think it's an incremental leap forward and it gives us a much more competitive platform for the market.
Manav Patnaik:
Got it. And then Doug, just on the issuance forecast for next year. I know you gave us the moving pieces by category, but just high level from a macro standpoint, I mean down 2% volume giving [inaudible 00:33:44] that bad compared to the strong two years that we've had. But the situation where you think the positives and negatives could be to that number.
Doug Peterson:
Yeah, this is something as you know, we've seen a really interesting mix of the issuance this year. You saw the very strong issuance in loans which is driven by M&A, we seeing so far in the quarter, we saw a drop of [Indiscernible] [inaudible 00:34:07] of 30%, while we saw an increase of structured finance of over 100%. So those are really big swings. We do see that the M&A activity should continue forward. There's a lot of M&A activity in the pipeline which would bode well for loan issuance. That's not something that's in the bond forecast itself, but in the bond forecast, we see that in Corporates, it's going to be down about 7%. There continues to be a strong liquidity for those types of issuance. The trend is right now, there's not a very big pipeline of issuance of Corporates that we see. Financial Services had half strength the last couple of quarters. As you saw this quarter, Financial Institutions was up about 5%. In the U.S., it was actually up about 30%, so you did see some strength in that. So we do think that there's going to be some continuation up about 1% -- sorry, 1% for 2022. For Structured Finance, we do think that there's going to be some continuation of interest in CLOs but I'm not sure if that will continue across all asset classes with about 3% increase. U.S. public finance are close to flat, around 2% up. And then finally, total, we look across all of those given the volume of corporates which went down 7%, that would bring the total down about 2% in 2022. And as we said on the call, this is a initial issuance forecasted bond. It's not a revenue forecast.
Manav Patnaik:
Understood. Thank you.
Doug Peterson:
Thanks, Manav.
Operator:
Thank you for your question. Our next question is from Kevin McVeigh with Credit Suisse. Your line is open.
Kevin McVeigh:
Great. Thanks so much. Hey, congratulations on the results. Doug, can you talk about ESG just within the context of longer-term opportunities. I mean, you're scaling it, it seems like the revenue was 24 million up from 22. And I think in the past, you talked about $100 million target and exceeding 300 million by 2024. You still comfortable with that, and is there a potential? Just put some takes on that as we think about bringing in IHS to the extent you can talk about that.
Ewout Steenbergen:
Good morning, Kevin. This is Ewout. Let me first take the first part of your question and then I will hand it over to Doug. And --
Kevin McVeigh:
Thank you.
Ewout Steenbergen:
First, with respect to the revenue outlook for ESG for the full year, yes, we are still expecting to come in approximately $100 million of revenues for the full year. And one of the reasons is that there is some seasonality with respect to some revenues. Usually it's a bit higher in the fourth quarter. So year-to-date that 67 million of ESG revenues. And again, then we expect this to go up in the fourth quarter to approximately 100 million for the full year. So we are on track with respect to our forecast. the 40% CAGR that we expect over the next few years. And you see that we have a lot of positive momentum, a lot of new product launches, a lot of new initiatives going on, a lot of investments in ESG initiatives. So let me hand it over here to Doug.
Doug Peterson:
Thank you, Kevin. Just a couple of points strategically in [Indiscernible], we have been able to put together the Sustainability1 Group under the leadership of Martina Chan (ph). And this has provided us with the ability to look across the entire organization for ways that we can link data and put together the latest needs for the market. As you saw, we launched the partnership with the Ford Foundation, Hamilton Lane, and [Indiscernible] for the Nevada platform for the private markets and private equity. So we're looking across all the different types of opportunities to bring ESG data into the market. So you have the most transparency, the most comprehensive, consistent approach to providing those ESG solutions to the market. So this is something that we're looking at across the board in all the different aspects of how markets are starting to use ESG data. You should expect that we're going to continue to invest in this area. You should hear from us every quarter, that we've spent some money or invested in a different division to increase our sales force, our technical capabilities. And if you ask the question about where might we still be targeting some longer-term look at acquisitions, ESG would clearly be on that list.
Kevin McVeigh:
Super helpful, and then just real quick, it seems like you're able to walk up the cost synergies and even the upper end of the revenue synergies, despite some additional divestments to get the deal over the goal line. Any thoughts on the broader categories of what the expense synergies are, and then, maybe, where some of that revenue comes in as well? Is that just your coming together, or just any thoughts as to what drove that upside there?
Ewout Steenbergen:
Alright. Kevin, the short answer here it's that based on [Indiscernible] by large groups of people with a lot of rigor, substantiating synergy opportunities. We have been able to find a higher opportunities than we thought before. So let me expand a bit on that. You recall when we announced the transaction, we said that we had 350 million of revenue synergies and 480 million of cost synergies. That was based on very thorough process during due diligence. However, that was done by a smaller group of senior executives because, of course, a smaller group of people were aware that we're working on that transaction. Since then, we have had work streams in place and four submission rounds with respect to synergies through a very rigorous process. And we have been able to look much deeper into all the synergy categories from integrating corporate functions, to optimizing real estate and technology, going very deep in procurement to clean room activities. Procurements, I already mentioned, eliminating duplicative costs, so many of those areas. And based on all of that very detailed work, we are confident now that you can raise those synergy targets, both for cost and revenues.
Kevin McVeigh:
Thank you so much, congrats again.
Ewout Steenbergen:
Thanks Kevin.
Operator:
Thank you for your question. Our next question is from Andrew Nicolas with William Blair. Your line is open, sir.
Andrew Nicolas:
Great, thank you. Maybe I'll start with a follow-up to the last question, which is just on the timing of cost synergies. I believe, of the 480 that you'd outlined initially, 390 were expected in the first 2 years. This additional 100 or so, is that a first-two-year opportunity or is that part of a longer tail?
Ewout Steenbergen:
Good morning, Andrew. What we're looking at is very similar trajectories with respect to expense synergies and revenue synergies that we told you before. Three-year cost synergy ramp, which is more front end loaded, and then five-year ramp for revenue synergies, which is more gradual over the five-year period of time.
Andrew Nicolas:
Understood. Thank you. And then my next question, I appreciate you taking them, was just on the implied guidance for Fourth Quarter spend. Obviously after a really good quarter, it still looks like you're expecting more acceleration in spend. So I'm just wondering one, what the major drivers of that increase spend are in the Fourth Quarter, and then also as a jumping off point for 2022.
Ewout Steenbergen:
Sure. Well, I have to be careful about 2022 because we're not providing guidance on that at this point in time. But let me give you some more details about the outlook for the remainder of the year. What you see, Andrew, is a bit of direction of different initiatives going in opposite directions. First, we have the productivity program where we take benefits so far this year from an expense growth perspective, as well as the pre -realized synergies on the S&P Global sites that we mentioned in the prepared remarks, and of course, we are also taking benefit from the operating leverage. But what goes in the opposite direction is the strategic investments we are making in the strategic initiatives. For example, in ESG. For example, in the energy transition in Platts. And then also our variable expenses are going up. I consider those good expenses because they are directly linked to our sales levels and our revenue levels. So think about incentive compensation commissions and cost of sales. So we expect those underlying trends to continue in the Fourth Quarter. Specifically, I would like to call out Platts because the Platts expenses might be a little higher in the Fourth Quarter, similar to what you saw in the Third Quarter, because here you see particularly those variable expenses being a bit higher as well as the investments in the new initiatives. But that is also paying off because, as we mentioned, 1/3 of the revenue growth in Platts is coming from those new products. I hope that's helpful.
Andrew Nicolas:
Yes, it is. Thanks a lot.
Doug Peterson:
Thanks, Andrew.
Operator:
Thank you for your question. Our next question is from Hamzah Mazari with Jefferies. Your line is open.
Hamzah Mazari:
Good morning. My question was just around if you could just update us on the capital allocation framework going forward. I know the deal timeline is Q1. You also are planning how much free cash you're generating this year. Just update us on your thoughts on return of cash, post-deal closing. And then have the cost to achieve synergies changed at all with the updated cost synergy figures?
Ewout Steenbergen:
I'm sorry. Good morning. So let me first take the capital return philosophy. You're absolutely right that we're building up significant cash as a Company. And our thinking about returning that, because obviously this is temporarily elevated. Returning that cash, the thinking about that is the following. First we have a catch up to do because for the last one and half years, we have not been able to do share buybacks. And the same applies by the way, for IHS Markit, so IHS Markit can also not do share buyback so is also building up its cash position. Then what we should add is some of the proceeds of the divestitures that will help with the capital return capacity. And then very quickly after the completion of the transaction, we would like to move to our new capital return target of at least 85% of free cash flow. So if you add up all of those pieces, then we're speaking about a very meaningful capital return number that we will be able to achieve after the completion of the transaction. I cannot give you a numerical answer on that right now, but what we are planning to do is give you the financial targets of the combined Company in the first quarter, again, after we complete the merger. With respect to your second part of the question the costs to achieve, so we're looking still at those 3 different categories with respect to our merger-related costs. So we have transaction costs, integration costs, and cost to achieve. Cost to achieve in my view are, of course, the best category of costs because it's an investment to ultimately achieve those synergies. What we're looking at in terms of the overall best estimates with respect to the spend at the integration costs and the cost to achieve combined, we're looking at approximately 1.1 times the overall cost and revenue synergy. So that's our best estimate in terms of what the expected to spend for integration and cost to achieve but again, that is an investment in order to achieve ultimately those higher synergy numbers.
Hamzah Mazari:
Very helpful, and my follow-up question, I'll turn it over as just -- around the China Ratings business. I know you outlined completing 15 domestic ratings, but do you view that environment as having changed for your business or not really? A lot of the headlines around China are a little more -- seems like it's tougher, but maybe it doesn't impact your business domestically, so just any thoughts there.
Doug Peterson:
Yeah, thanks, Hamzah. Nice to hear from you. And as you mentioned, we did complete 15 ratings in the third quarter. It's actually 46 year-to-date, and that compares to 2020 -- '22 and all of 2020, so we know that growth isn't going to be a straight line. There's a lot of interest in our ratings. As you see, there's some credit events taking place in China right now, and those are bringing a lot of attention to our ratings and our methodology, how we think about informing the market. We see a big uptick in people attending our webinars, downloading our research. We've also been pleased that we've been able to wait companies across the entire credit sector from AAA-BBB and then different types of companies, financial structured products, and our first non-financial corporate. But more to your question about the environment, we continue to see the financial regulators are very interested in reforming and updating their financial markets. We would see that when it comes to the ratings industry that there's interest in seeing more from us. They are talking about some reforms that would make the ratings industry more transparent, and make it change some of the floors for what would be defined as a non-investment-grade rating. But very importantly, we also see a whole slew of international financial firms getting licenses to operate 100% owned or more than 51% owned operations in China. Recently, Goldman Sachs received approval to take full ownership of its Securities, JV. Others include Fidelity, JP Morgan, City, BlackRock, etc. So we do think that in the financial markets, we see a very different rhetoric and a willingness to openly reform the markets compared to what you see some times in other parts of the markets.
Hamzah Mazari:
Thank you.
Doug Peterson:
Thanks, Hamzah.
Operator:
Thank you for your question. Our next question comes from Ashish Sabadra with RBC Capital Markets. Your line is open.
Ashish Sabadra:
Thanks for taking my question. Just on the divestitures and the $420 million of revenues for the divestitures. I believe the ones that are already announced, Opus, CMM and Petrochem, those 129 million. I just wanted to confirm if that number is still right. And I was wondering if you could provide any incremental details on the other businesses, any further details on revenues for other businesses. Thanks.
Ewout Steenbergen:
Good morning, Ashish. Indeed, that number is still correct, approximately 125 million revenue for Opus and its related business -- businesses like the coal metals and mining. And as Doug said in his prepared remark, 425 million for all of the divestitures, including Opus combined.
Ashish Sabadra:
Okay. Then that's helpful. And then just a question on the Capital IQ Pro. Obviously that's getting pretty good traction with the rollout there. My question was, how does that help you pose the integration with IHS Markit? Does it make it easier for you to cross-sell IHS data into the Cap IQ customer base with the rollout of the IQ Pro, a pretty solid rollout of the IQ -- Capital IQ Pro platform. Thanks.
Doug Peterson:
Yeah, Ashish, it definitely does. Having the Capital IQ Pro developed and delivered is important to us. It gives us confidence of our ability to integrate new datasets. It also is something that's on the desktop of already 90,000 users, which is growing rapidly. We believe that that gives us the ability to integrate new datasets, as you know related to the Market Intelligence business, we also have the data marketplace, which has the tiles for different datasets which are already curated, have the contracts around them. That's another aspect of the Market Intelligence business that is going incredibly well, that will help us integrate the data [Indiscernible] and the data products also of IHS Markit. The progress, technologically, was how we've moved our operations to the cloud, the upgrade and updates we've been doing to the back-end, as well as now the ability we've delivered that front-end of S&P Capital IQ Pro, are all going to help facilitate the integration.
Chip Merritt:
Thanks, Ashish.
Ashish Sabadra:
Sorry, go ahead.
Doug Peterson:
Well, thank you very much.
Ashish Sabadra:
Thanks, a lot. Thank you.
Operator:
Thank you for your question. Our next question is from Jeff Silber with BMO Capital Markets. Your line is open, sir.
Jeff Silber:
Thanks so much. Wanted to switch over to the indices business. The performance has really been remarkable the past few quarters, and I think you've had three straight quarters of adjusted operating margin above 70%. Is that the new bar going forward? Is that sustainable?
Ewout Steenbergen:
Hello, Jeff, this is Ewout. With respects to the outlook for margins for indices, I can only give you the outlook for 2021 and that is approximately 70% margin for the full year. And we will get back to you in the First Quarter when we do our Fourth Quarter earnings call with respect to specific guidance for 2022.
Jeff Silber:
Okay. I thought I'd try, but thank you anyhow. And then just moving back to the merger, can you just remind us where we stand in terms of milestones, in terms of what we're looking for over the next few months.
Doug Peterson:
Let me take that and what we're looking over the next few months is to continue to meet the requirements that we've agreed with the regulators on where we're going to be divesting of some businesses so that we can close the transaction. As you saw this week or last week, we were able to reach some agreements with the EC for the approval of some conditions and what they call remedies, which include the divestiture of Opus that they include what's now the divestiture of CUSIP. And then also LCD and loan indices. We have about six months from now to close the LCD and the loan indices and those are not conditions to close the transaction, CUSIP is. And then with the CMA in the UK, we also have the condition of the Opus transaction and now something else is being added that's called Base Chemicals. And we'll -- we heard from them this morning that in general, they approved of that as a remedy, that they would expect meets the needs. We also want to make sure that over the next 3 or 4 months that we have time to follow through on a very thorough and robust process to get full value for all of these divestitures. So in a sense right now getting those divestitures, meeting the requirements of those regulators are the remedies that they saw that created competitive positions that they thought would be too strong including -- completing those divestitures is going to be the gating factor. But we also want to do it, as I said, in a way that's professional, robust, and we get full value. So you should be watching that. We'll be providing more information as things crop up that we can talk about, but be assured that this is something that's on the top of our list right now of things we have to get done.
Jeff Silber:
Okay. I really appreciate the color. Thank you so much.
Ewout Steenbergen:
If I may build on Doug 's answer, with respect to milestones, we also have, of course, the milestones around the merger planning process. And I think we're well underway, a lot of positive initiatives that are going on in both organizations. And we are looking at, for example, getting ready for day 1 and being able to operate as one combined Company on day 1
Jeff Silber:
Thank you.
Chip Merritt:
Thanks, Jeff.
Operator:
Thank you for your question. Our next question is from Toni Kaplan with Morgan Stanley. You may proceed with your question.
Toni Kaplan:
Thank you. Wanted to ask about the recurring revenue within the Ratings Business. It's very strong again at 15%, fourth quarter of double-digit growth. Going forward, should we expect sort of a similar growth rate there? And just broadly, has there been any change from issuers when deciding whether to enter a frequent issuer program, especially as debt balances continue to rise, or has that not really changed at this point?
Ewout Steenbergen:
Good morning, Toni. Indeed, very positive -- continued positive revenue growth in the non-transaction category for ratings. And we also expect that to continue for the full year for the outlook for non-transaction revenue is now low double-digits growth. What you see is underneath is a couple of developments. First, we are seeing that surveillance fees are going up that is being helped last year by the very high level of bonds issuance activity. And this year, of course, by bank loan rating activity, where we also are receiving surveillance fees. So indeed some part of that you may expect to also continue in the future beyond 2021. Then what we also see is a lot of activity with respect to initial credit ratings this year, rating evaluation surface, which is helped by the M&A environment, and then CRISIL also is doing very well and is also showing very healthy growth. So all of the underlying categories in loan transaction revenue doing very well.
Toni Kaplan:
That's really helpful color. And just for my follow-up, given that, I know you're less exposed to some of the labor for pressures we're seeing across some of our diversified names. But that being said, can you comment on if you're seeing any headwinds on the labor side? Is it harder to find people just want to understand what's going on with your employment.
Ewout Steenbergen:
Absolutely, Toni. We're monitoring this at very closely both indeed from a quality of people that we can attract and retain, as well as overall from a cost perspective because, of course, the largest cost category we have is staff cost as a Company is about 70% of our overall cost base. We by the way, see this both as a risk as -- and as an opportunity because it's -- there are a lot of people on the move in the labor markets. It's also a clear opportunity to pick up some really good talent as a Company [Indiscernible], with the hybrid working [Indiscernible] that we are introducing, we also think that it is attractive as an employer that we can offer that. And it also offers up on the possibility to look at talent in a much wider geographical area that we're looking at before so we're closely monitoring this. At this point in time, our economist believe that the inflation pressure should be transitory. So that's more our base case, but we're definitely running stress tests to think about if inflation would be more permanent, what that would mean for the Company, and what management actions we can take.
Toni Kaplan:
That's great. Thank you so much.
Chip Merritt:
Thanks, Toni.
Operator:
Thank you for your question. Our next question is from Craig Huber with Huber Research Partners. Your line is open, sir.
Craig Huber:
Hi, my first question. Typically you guys raise prices on average 3% to 4% per year. For your legacy business this year, is that a reasonable range, and is there any areas around that are significantly higher or lower than that? Then I'll have a follow-up. Thank you.
Doug Peterson:
Craig, as you know, we typically will price somewhere around 2, 3%. We try to look at what are the trends in the markets on inflation, but that's -- would continue to be our expectation going forward but we don't have any further guidance or update on that right now.
Craig Huber:
Okay. Then my other question, Doug, your outlook for debt issuance this upcoming years, I guess, down 2% excludes bank loans, if I heard you right. Can you just comment if you would, what's your best assessment, how you think bank loan issuance will do next year given the huge strength you guys have seen this year? Thank you.
Doug Peterson:
I don't have a bank loan issuance forecast from the team. And I do -- I would only say that we do see a very strong pipeline for M&A and LBOs. That is always one of the most important elements that figures into that. But we'll be providing more guidance on that, at our next Earnings Call.
Craig Huber:
Thank you.
Chip Merritt:
Thanks, Craig.
Operator:
Thank you for your question. Our next question is from Andrew Steinerman with JP Morgan. Your line is open, sir.
Andrew Steinerman:
I'll be quick. Ewout, could you just help us a little bit more understanding of the fourth quarter? Just a comment about the four segments and how they are likely to do on an organic revenue growth basis to puzzle in to the full-year '21 guide that you gave on Slide 43.
Ewout Steenbergen:
Sure. Andrew. We're looking now at outlook with respect to revenue growth for our decisions. The Index business, double-digits, revenue growth ratings, low double-digits, We have Platts at high single-digits, and we have MI at mid-to-high single digits. And then with respect to the margin outlook for the full year, we have, as I said before, indices around 70%, ratings mid 60s, Platts mid 50s, and then MI mid 30s. Continued positive momentum, healthy top-line growth, and healthy margins for all of our segments.
Andrew Steinerman:
Perfect. Thank you so much.
Doug Peterson:
That's been a full year. [Indiscernible]
Ewout Steenbergen:
Those are full-year, correct.
Andrew Steinerman:
Okay. We'll puzzle into fourth quarter. Thanks for highlighting that, appreciate that.
Operator:
Thank you for the question. Our next question is from George Tong with Goldman Sachs. Your line is open.
George Tong:
Hi, thanks Good morning. Are you now increased your guidance for debt issuance and ratings revenue three quarters in a row, well why shouldn't the factors that drove up performance persist into 2022.
Doug Peterson:
I don't have any reason whatsoever to try to give a forecast in 2022 right now that goes beyond what our own team, who are the people in the markets every day, have looked at. Clearly, there's a lot of factors which go into the decision of organizations to issue debt or to undertake an M&A deal and what sort of instrument did they undertake to finance it with whether it's a loan, how it gets packaged in CLO, et c? There is a lot of liquidity in the market. We do see a strong M&A pipeline right now and so those are things that will factor in when we bring you the full year update in our guidance on our next earnings call.
George Tong:
Okay. Got it. You increased your synergy target associated with the info merger. Which businesses do you expect these incremental synergies to come from, predominantly, or is it relatively evenly spaced across the business?
Ewout Steenbergen:
George, it will be across the board in many different categories, in all of the segments, as well as also in the functional areas. Let me give you a couple examples of that so that you can get more the feel behind it. First, a lot of work has been underway in what we call the procurements clean room. About 2.5 billion of spend of both companies has been analyzed, there are 25,000 active contracts, and that has led to some opportunities -- further opportunities that have been identified. Also, there is a clean room for cross-sell, and we have filed about 200 synergies with respect to cross-sell food at clean room activity. And then what we did not expect before were shortened synergy benefits from segments that we basically did not have on the list before. So we now have synergies also being identified in ratings, in transportation, in CME, and in Crystal. So those are a couple of examples, but I would say in general, really more opportunities in all of the areas across both organizations. And of course, tend to combined Company in the future.
George Tong:
Great. Thank you.
Chip Merritt:
Thanks, George.
Operator:
Thank you for your question. Our next question is from Owen Lau with Oppenheimer. Your line is open, sir.
Owen Lau:
Thank you. I'll be quick. Could you please talk about the rationale behind how you came down to the conclusion to divest CUSIP and LCD? And then are all these divestitures contingent to the completion of the INFO deal? Thank you.
Doug Peterson:
Yes. Thank you, Owen. Well, as you know, these are businesses that the EC and the CMA have looked at with a lot of depth. They go to the market, they go to market participants to ask them to look at the businesses as we bring them together and to give them feedback as to what would be the competitiveness of those businesses. So when it comes to the discussion with the EC, they determined that CUSIP and LCD, and the loan indices would create some sort of an additional competitive advantage. And in the discussions with them, and looking at their understanding of belief through the market position, we agreed that that would be a remedy that would meet their needs to ensure that we didn't have a dominant position in the markets. So this is a -- this is something that they looked at. You can actually read their letter that has been published, that they have the -- they have a very short couple of paragraphs that described their views of that and how they feel about it. But they've also given us what they call an approval with conditions which we think was a very positive aspect. Similarly with the CMA, they go to the markets, they listen to market participants, and they came back with the discussion about the Base Chemicals business that would also create a competitive issue in the UK. And in discussions in negotiations with them, we also agreed that that would be a condition that we would meet in order to get approval on the transaction. So these are what the regulators do, they look at the market, they speak with market participants, and then we discuss these with them. And in these cases, we've agreed that we would make these divestitures in order to close the deal. You asked about conditionality. It's our understanding in the case of the CMA, we would need to have a buyer identified, that they would that they would vet, of the Base Chemicals business and also the OPIS business, in which we already have a buyer, and in the case of the EC, we'd have to have a buyer identified for the OPIS and related businesses, which we already have, and then for CUSIP, we'd have to have a buyer we have identified and vetted before we can close the deal. But for LCD and loan indices, we have six months from now, and we could close the deal without having a buyer for that transaction.
Owen Lau:
That's very helpful. Thank you very much.
Chip Merritt:
Thanks, Owen.
Operator:
Thank you for your question. The next question is from Jeff Meuler with Baird. Your line is open, sir.
Jeff Meuler:
Yeah. Thank you. On the Cap IQ and Platts upgraded platforms, as you upgrade an existing client, is there incremental revenue at the point of upgrade or is this all about driving usage and then you capture the better monetization on the back-end. And then on the expense side, is there a sizable opportunity to save on costs as you censored some of the legacy platforms eventually?
Doug Peterson:
There's a few aspects to this. One is related to something you mentioned and that is that as we improve our capabilities and make it easier to find data, to search it, to chart it, to download it, etc. That makes the products more sticky, it makes more people are use the product, it brings more people to the platform, which is a virtuous cycle which then allows us to have a stronger negotiations when it comes to price increases. So there is not necessarily a direct increase that comes from the launch of these platforms, but it does give us a virtual cycle. In addition, it makes it easier for -- to plug-in and add new datasets which do sometimes bring new contracts and new revenue along with those. In addition, you asked about the expense side of this. As we redeploy resources from turning off and changing older platforms, it allows us to either have an expense save or in many cases it allows us to redeploy those programmers and developers into areas where the highest growth opportunities, like what we've talked about earlier, something on ESG, private markets are the areas that we're quite excited about with the merger with IHS Markit, how we're going to be able to bring energy transition products, further credit in this products, etc. We can get some savings but also look at how we're going to redeploy our development talent to the highest opportunities for the future growth.
Jeff Meuler:
Okay. Got it. Thank you.
Chip Merritt:
Thank you. Thanks, Jeff.
Operator:
Thank you for your question. Our next question is from Shlomo Rosenbaum with Stifel. Your line is open, Sir.
Shlomo Rosenbaum:
Hi. Good morning. Thank you for taking my questions. Hey Ewout, I apologize if I missed this but the divested businesses I heard are going to be 425 million in revenue. But what would the EBIT or EBITDA of those businesses be on a collective basis.
Ewout Steenbergen:
Thanks, Shlomo. Good morning. No, we haven't mentioned that specifically. But what Doug said during his prepared remarks is that the margins on these businesses are higher than the margins of the respective segments where these businesses are reported today. So these are businesses with a bit higher margins than you see on average. And however, if you think about it, the revenues of those 4 businesses is approximately 4% of the revenues off the proforma combined Company. So they are four, the overall impact on the margins of the Company is relatively modest. And then also take into consideration that the overall synergy numbers we have moved up with these announcements.
Shlomo Rosenbaum:
If the synergies are moving up, so does that go until offset -- in other words, how should I think of the offset? Should I think of it in terms of the share repurchases is going to be the primary offset, or some of the increased synergies? How are you guys thinking of that in terms of the lost [Indiscernible].
Ewout Steenbergen:
Yes. The way to think about it is maybe 3 elements. So you could say the starting point for the combined Company, the margins are slightly, modestly lower, based on these divestments. But then we will see two positives coming out of it. One is higher synergy opportunity which will help to drive the margin stand further up in the future, as well as the proceeds of these divestments will help with additional buyback capacity, which is also of course, a positive thing for the EPS, in order to offset the lost earnings.
Shlomo Rosenbaum:
Okay. Thank you for your line to follow-up. Just one thing I haven't heard before was a termination fee on ETFs. Could you just elaborate on that a little bit more. Are they going to internal indices that they're creating on their own or what happened all of a sudden?
Doug Peterson:
As you know, in the index business occasionally, an organization will rebalance or maybe they might bring together some indices and switch to another party. And when we have a contract in place with an index provider that our -- sorry, ETF provider diffusing our index if they switch, it could be the built in the contract there's an early cancellation fee and that would be the case that we saw during this quarter.
Shlomo Rosenbaum:
Okay. Thank you.
Doug Peterson:
Thank you.
Operator:
Thank you for your questions. We will now take our final question from Alex Kramm with UBS. Sir, you may ask your question.
Alex Kramm:
Yes. Hey, good morning, everyone. Just one quick follow-up on the upside to synergies. Can you -- I know you've given a lot of color, but can you give a little bit more detail in terms of what you were able to look into now given that the deal is not close d and what is still prevented? I guess what I'm asking, and I know I'm getting ahead of myself here, what further synergy opportunities may be out there that you haven't been able to tackle? As for example, you may look at the IHS Markit stand-alone cost base a little bit further once you own the Company. What are the things that you already have in your mind that you're just not willing to put numbers around yet? And again, I know I'm getting ahead of myself a little bit. Thank you.
Ewout Steenbergen:
Thanks, Alex, and really appreciate your joining the call today. I think you should see this in the following way. We do have, of course, certain restrictions legally with respect to how far we can look into certain details with respect to financials in terms of commercial agreements, in terms of procurement agreements, because the two Companies are still run as standalone entities at this point in time. So the way -- how you can solve for that partially is through so-called clean rooms, where you have a separate segregated area where people can look into those particular details, that can never be shared with any of the respective organizations. So definitely, after we are able to complete the transaction, we have an opportunity to look even more deeper into all of that and further make those synergy numbers more robust compared to what we have now. But again, as I said before, we think that we have a very rigorous process in place. We have already had four submission rounds, bottom up substantiation of all of the synergies, we'll have a fifth around before the ultimate completion of their transaction. And then definitely of course, we'll then learn more after we can start to operate as a combined Company.
Alex Kramm:
All right. Well, thank you very much. That's it from me.
Doug Peterson:
Great. Thank you, Alex. I'm going to make some closing remarks. And first of all, I want to thank everyone for joining the call today. And as you saw, we had very strong performance in the third quarter. We delivered exceptional financial results with a 13% topline growth and adjusted diluted EPS of 24% growth. We launched new product platforms, we advanced our ESG propositions and many, many more things going on. And as we're able to talk about, we're moving forward on the IHS Markit merger. This is something that we're very excited about. The path towards regulatory approval is getting clear. We now have to execute on the divestitures that we discussed today to achieve the full value, but also, we don't want to rush. We want to have time to close and also to make sure that we can execute those transactions well.
Doug Peterson:
Well, as you know, we also have integration planning going on which is identifying synergies. But more importantly, it's also identifying strategies for our businesses. How we're going to work together, how we are going to address the needs of our customers, how we're going to be bringing together technology and very importantly data. And then most importantly, our people and our culture, and all of this work is going extremely well. But today on this call, I also want to thank our people. They've been working now for 600 days. It sounds like a lot, it's 600 days people been working from home and working remotely, starting to come back to the offices. And when they do, I'd love to welcome them depending on which offices we're around the world. But our people have been dedicated, they've been working hard. They may be able to deliver the kind of results that you saw earlier as well as work on this exciting transformation for the Company with the merger. They've been diligent. They're helping rethink and reimagine the future of the work. And I want to thank them for all of their dedication and commitment to making this Company what it is and looking forward to the future for building an even better Company. And then finally, I want to thank everyone on the call, the analysts for your questions, and also the shareholders for your support. And thank you very much looking forward to a great Fourth Quarter and the holidays at the end of the year. Thanks, everyone.
Operator:
This concludes this morning's call. A PDF version of the presenter 's slides is available now for downloading from investor.spglobal.com. Replays of the entire call will be available in about two hours. The webcast with audio and slides will be maintained on S&P Global's website for one year. The audio only telephone replay will be maintained for one month. On behalf of S&P Global, we thank you for participating and wish you a good day.
Operator:
Thank you for standing by, and welcome to the Second Quarter 2021 IHS Markit Earnings Conference Call. At this time, all participants are in a listen-only mode. After the speakers’ presentation, there will be a question-and-answer session. [Operator Instructions] Please be advised that today’s call is being recorded. [Operator Instructions] I would now like to hand the call over to Eric Boyer. Please go ahead.
Eric Boyer:
Good morning, and thank you for joining us for the IHS Markit Q2 2021 earnings conference call. Earlier this morning, we issued our Q1 earnings press release and posted supplemental materials to the IHS Markit Investor Relations website. Our discussion in the quarter are based on non-GAAP measures or adjusted numbers, which exclude stock-based compensation, amortization of acquired intangibles and other items. IHS Markit believes non-GAAP results are useful in order to enhance understanding of our ongoing operating performance, but they are a supplement to and should not be considered in isolation from or as a substitute for GAAP financial information. As a reminder, this conference call is being recorded and webcast and is a copyrighted property of IHS Markit. Any rebroadcast of this information in whole or in part without the prior written consent of IHS Markit is prohibited. This conference call, especially the discussion of our outlook, may contain statements about expected future events that are forward-looking and subject to risks and uncertainties. Factors that could cause actual results to differ materially from expectations can be found in IHS Markit’s filings with the SEC and on the IHS Markit website. After our prepared remarks, Lance Uggla, Chairman and CEO; and Jonathan Gear, EVP and Chief Financial Officer, will be available to take your questions. With that, it is my pleasure to turn the call over to Lance.
Lance Uggla:
Thank you, Eric. Thank you for joining us for the IHS Markit Q2 earnings calls. We had another very strong quarter. Q2 revenue was $1.18 billion, with organic growth of 13%. Adjusted EBITDA of $517 million and margin of 43.8%, up 30 basis points year-over-year FX adjusted, and up 80 basis points now year-to-date; adjusted EPS up 0.81 or $0.81, up 17% over the prior year. So, overall, we’re pleased with the first half of our year, which puts us in an excellent position to raise our full-year guidance today. In terms of core industry verticals, let me first start with our Financial Services segment, which had another strong quarter with 9% organic growth in Q2. Within the division, information performed solidly with organic growth of 5%. Contributors included increased demand for our pricing, reference data, and valuations offerings, as well as continued growth in our equities regulatory reporting and trade and analytics platforms. Solutions had an excellent quarter, with 15% organic growth, and they continue to benefit from robust market activity in equities and loan markets, combined with a broad-based rebound of investment, customers in our software solutions, and our corporate actions and regulatory and compliance offerings. Finally, our processing business grew 6% organically, strengthened loans and derivatives performance as expected. For the full-year, we still expect Financial Services to be in the 7% to 8% organic growth range. Now, moving on to transportation, which had organic revenue growth of 39% in Q2. Now, you'll recall that the basis for comparison, the second quarter of 2020 was depressed by significant pricing concessions that we granted our customers at the height of the COVID-related lockdowns, as well as by particularly challenging trading conditions in the automotive market. However, there is more to this quarter than a low comparison. I'm pleased to say that this quarter’s performance also reflected strong underlying organic growth right across the transportation businesses. Our dealer businesses, that includes CARFAX and Mastermind, are once again experiencing rapid growth. In a retail environment, that's marked by a shortage of inventory both used and new, and by rapidly escalating used car prices, our products are critical to helping the dealers acquire and sell more cars at the right price in the right time. Demand for our predictive solutions, volumes planning, power transmissions compliance, supply chain and technology are all accelerating, as the industry grapples with multiple supply chain disruptions, and as it faces major strategic decisions related to the technology mega trends, those include the connected car, autonomous driving, and electrification. Our marketing audience and measurements business is rapidly expanding its footprint with automotive market tiers. And recently, we announced a wide-ranging partnership with Nielsen, which we are very excited about. And finally, our Maritime & Trade business continued to deliver strong performance. This has been the result of a very focused product strategy and disciplined execution over multiple quarters. We also hosted a successful virtual TPM conference in March. So, for the full-year, we now expect transportation organic growth to be higher, and in the 14% to 16% range, which is up from our previously noted 13% to 15% range. This represents a healthy underlying high single-digit growth rate, excluding the favorable year-over-year comparison due to the pandemic. Moving on to resources, where our organic growth was flat in Q2. Our resources business performance was as expected, with recurring revenue consistent with Q1 and non-recurring revenue benefiting from the return of both CERAWeek and the World Petrochemical Conferences. As expected, our ACV experienced slight positive growth in Q2, which we believe should accelerate in the back half, providing a stronger foundation for our 2022 recurring revenue. Our downstream organic revenue growth performed as expected and should accelerate throughout the rest of the year. Downstream is now 50% of the overall division and upstream 50%. That's a 10% shift year-over-year. In 2021, we continue to expect organic revenue results within resources to improve compared to 2020 and to be down year-over-year in the low single digits as upstream improves and downstream continues its growth trajectory. Finally, CMS organic revenue growth was in line with our expectations of 1% for the quarter. We expect improving results continue and across CMS throughout the year. For the full-year, we expect CMS to deliver mid-single-digit organic growth. The only update we have on the merger is what S&P Global recently disclosed that we expect the deal to now close in calendar Q4. And now, I'll turn the call over to Jonathan.
Jonathan Gear:
Great. Thank you, Lance. Q2 highlights included revenue organic growth of 13%, adjusted EBITDA growth of 14%, GAAP net income and EPS both had growth of 122%, and adjusted EPS had growth of 17% year-over-year. Regarding revenue, our Q2 revenue was $1.18 billion, with total growth of 15%. Organic growth in the quarter was 13%, which included the current organic growth of 10% and non-recurring organic growth of 41%. This increase was driven by strong underlying growth in financial services and transportation, as well as benefiting from favorable year-over-year comparisons due to the impact of COVID on some of our transportation and resources businesses. Moving on to segment performance, our Financial Services segment drove organic growth of 9%, including 7% occurring in the quarter. Solutions, in particular, had strong performance, delivering 15% organic growth, primarily from strength in capital market issuances, corporate actions, and reg and compliant offerings, while information had 5% growth driven by pricing and valuations and our equities, regulatory reporting, and trading analytics platforms. Processing had a 6% organic increase driven by volumes, primarily in loans. Our Transportation segment delivered organic growth of 39% in the quarter. This included growth of 38% recurring, as Q2 continue to have strong growth within our CARFAX and automotiveMastermind businesses, and accelerating growth within our Maritime & Trade business. Non-recurring revenue increased by 41%, primarily driven by strong performance in CARFAX, consumer and dealer transactions, core automotive insights and Maritime & Trade events. Our resources segment remained flat, which is comprised with 8% recurring decline and 73% non-recurring increase. Q2 organic ACB increased by 2 million in the quarter, and our trailing 12-month organic ACB is down 8% as we have now cycled through our subscription renewals since the North American energy market was severely impacted at the end of Q1 last year. We had great success with our entirely virtual CERAWeek and World Petrochem Conferences and we continue to see strong demand in our downstream businesses, particularly in our products and services to support energy transition and energy market supply chains. Our CMS segment had 1% organic growth, including 2% recurring and a decrease of 10% non-recurring. Moving now to profits and margins, adjusted EBITDA was 517 million, up 63 billion versus prior year. Adjusted EBITDA grew 14% with a margin of 43.8% down 40 basis points, and up 30 basis points FX adjusted. Moving to our segments. Financial services adjusted EBITDA was 238 million, with a margin of 48.2% down 320 bips FX adjusted. Financial services margins reflects a return to more normal margin levels post COVID. Transportation’s adjusted EBITDA was 171 billion, with a margin of 49.6%, up 870 bips FX adjusted. We do expect margins to moderate in forward quarters as we see more expense tied to revenue growth. Resources adjusted EBITDA was 91 million with a margin of 41.4%, a decrease of 210 bips FX adjusted as a result of lower revenue. CMS adjusted EBITDA was 29 million, with a margin of 23.3%, down 520 bips FX adjusted. This quarter’s decrease was driven primarily by the return to more normal margins compared to the prior year in addition to a mix shift. We do expect margins to continue to improve in the back half of the year. Moving now to net income and EPS. Net income was 159 million and GAAP EPS was $0.40. Adjusted EPS was $0.81, an increase of 17% over prior year. Our GAAP tax rate was 26%, and our adjusted tax rate was 20%. Q2 free cash flow was 301 million, and our trailing 12-month free cash flow conversion has increased to 56%. Turning to the balance sheet, our Q2 ending debt balance was 5.0 billion and represented a gross leverage ratio of approximately 2.6 times on a bank covenant basis, and 2.5 times net of cash. We closed the quarter with 217 million of cash and our Q2 undrawn revolver balance was approximately 917 million. In the quarter, we paid off our 250 million, 364-day term loan. Our Q2 weighted average diluted share count was [400.7 million] shares. As we mentioned in Q4, the merger agreement with S&P Global restricts our ability to purchase our shares, and therefore our share repurchase program is currently suspended, other than for the repurchase of shares associated with tax withholding requirements for share based compensation. Moving to guidance, we had a strong first half of the year and are adjusting and raising our guidance ranges. We’re raising revenue guidance to 4.635 billion to 4.675 billion with organic growth of 7% to 8%. Approximately 30 million of this increase is due to changes in FX rates, which are benefiting revenue, negative to margin percentage, but neutral to adjusted EBITDA. Adjusted EBITDA is being raised to 2.02 billion to 2.03 billion with adjusted EBITDA margin expansion of approximately 100 basis points adjusted for FX. Adjusted EPS is being increased to $3.15 per share to $3.17 per share. Finally, we expect cash conversion in the mid-60s as we lap our 2020 one-time cash impacts. And with that, I will turn the call back over to Lance.
Lance Uggla:
Thanks, Jonathan. We had another strong quarter as our end markets continue to recover and the teams have executed at a high level. We remain very confident in our ability to deliver strong results for the year as represented by our updated guidance. And operator, we're now ready to open the lines for questions.
Operator:
[Operator Instructions] Our first question comes from Kevin McVeigh with Credit Suisse. Your line is open.
Kevin McVeigh:
Great, thanks. Good morning, everybody.
Lance Uggla:
Hi, Kevin.
Kevin McVeigh:
Hey, how are you? Hey, really, really great numbers in transportation and obviously, easier comp, but what's interesting to me is, we read a lot about constrained inventories, things like that. So, it seems like the numbers would have been that much stronger, if not for, even if there was more inventory out there. Any puts and takes you’d call out in particular, Lance or Jonathan, just because again, it’s really amazing numbers there?
Lance Uggla:
Yeah, why don't I start and then we'll pass it over to Edouard, actually, because he's on with us. But I think the biggest thing is, and Edouard can build on this some more, if you took out 2020, what you really want to look at is recurring revenue growth 2019 to 2021, and that's a mid to upper teens number. So that's the blow away number. From my perspective, the team's done an amazing job that comes down with non-recurring revenue. And if you take the overall quarter 2019 to 2021, it's high single digits. And that's right in line if you look back to 2018, 2019, et cetera. So, my view is the teams recovered. They've done the maximum they can. They’ve innovated into new products. They’ve worked virtually well. I really think, it's been a stellar performance for them. But Edouard, do you want to add a little bit to that in terms of just your own color on the numbers?
Edouard Tavernier:
Yes, absolutely. Thank you, Lance. Can you hear me now? Okay, cool. Thanks, Kevin, for the question. And just to build on what Lance said, good call out on the inventories. So, the industry is still in a process of recovery. And you're right. In this current environment, both dealers and carmakers have less of a need to spend on marketing. And that does create a headwind for some of our products. On the other hand, I would say that dealers, in particular, are currently seeing higher margins they’ve ever recorded. And when our customers do well, that's obviously a good thing for us. So, you sort of have a balance here of headwinds and tailwinds. But the takeaway for me is that even in marked environments like today's auto industry, I think we're showing that our products are critical, must-have products that are helping dealers and carmakers sell more cars, and also, in the case of dealers, acquire used cars in a really tough, kind of used car market. So that's a big deal for us. And I'm really happy with how the business has been performing in response.
Lance Uggla:
Thanks, Edouard. Next question.
Operator:
Our next question comes from Gary Bisbee with Bank of America. Your line is open.
Gary Bisbee:
Hey, good morning. I guess on Financial Services, continues to do quite well, a two-part question. How important is issuance in the last couple of quarters across equity and debt markets? And outside of the issuance benefit, what else would you call out that continues to do quite well here? Thank you.
Lance Uggla:
Okay, maybe I can start and then I'll hand it over to Adam. I guess first off, yeah, I look at Financial Services in high single digits, and I just, to me that’s super strong quarter. So, great performance. I'd say the one thing I'd call out, which if you were following Markit, then IHS Markit over the years, we always viewed our solutions business is having double-digit growth opportunities. And for a little while that slipped into high-single-digits. It's been throughout 2019, 2020, and now 2021, we've started to see that recover and that's a 15% solution, sort of growth. Albeit some of its non-recurring, what's really important is that solutions growth brings and draws recurring revenue. So, a really super performance by the solutions team. I don’t know, Adam, do you want to add in terms of issuance, et cetera.
Adam Kansler:
Yeah. I mean, one of the nice things about our business is the diversification of the asset classes in which we operate and the types of businesses that we have. So, a strong issuance market, it gives us a bit of a lift. But in other market environments where you see volatility, we have other platforms or other businesses that respond well in those environments. So, you do have a bit of a balance. Heavy issuance market, like we saw in Q1, in particular, that started to moderate a bit into Q2. It gives us some amount of lift, but across the portfolio, the core is really the strength in our pricing, our valuations, continued growth in demand for those products. And as Lance mentioned, our solutions, we made a significant investment over the last couple of years and we're winning some pretty significant mandates. And that's fueling growth. I think that will be an area of continued growth for us certainly over the mid-term.
Lance Uggla:
Thanks, Adam. Next question.
Operator:
Our next question comes from Jeff Meuler with Baird. Your line is open.
Jeff Meuler:
Yeah, thank you. On the macro around connected cars that you call that in the prepared remarks, obviously, not new, but I guess what's the strategy for CARFAX or IHS auto to collect connected car data in real-time or near real-time? And I guess how important is that to you, kind of intermediate to long-term as you defend your position or look to find new sources of revenue?
Lance Uggla:
Edouard, do you want to take that one?
Edouard Tavernier :
Yes, sure. Thank you, Jeff, and great question. So, over time, availability of connected car base is going to get bigger, coverage is going to get much better. And we see a couple of opportunities for us both in terms of access to data, to supplement what we do today, and also new business models. Today, we are running a number of POCs across our business, both on the CARFAX side of the business to figure out like what can we get from that base? And how can we supplement our existing resources, but also building that data set into workflow for carmakers such as dealer network optimization, dealer network designing. So, an exciting opportunity for us. We see connected car data has been a critical source for us in the future. Right now, availability is limited. Coverage is very lighter and there are still some significant question marks around access to VIN-level data who owns that data, which will have to play out over the next two or three years. So, let's continue to watch this space together on the floors, but it will take two or three years for connected car data to emerge as something that we can really leverage.
Lance Uggla:
Thanks, Edouard, Next question.
Operator:
Our next question comes from Andrew Steinerman with JPMorgan. Your line is open.
Andrew Steinerman:
Hi, Lance. I just wanted to hear a little bit more specifically about what will drive the recovery and IHS' Resources ACV for the balance of the year, surely I recognize Brent oil is back into the 70s. But just give us a sense of, kind of where and why IHS is seeing additional subscription revenue coming into ACV?
Lance Uggla:
Okay. Probably Brian can give you a real good detail and more granular. So, I'll pass it over to you, Brian.
Brian Crotty:
Yeah. So what we're seeing is, there’s really high demand right now for our clean tech, carbon, biofuels, crop science in our agri group, and plastics for chemicals. And we, what we've done this year is, we have new or expanded offerings in all those areas. So, we're just seeing that segment of the business really take off.
Lance Uggla:
Okay. Thanks, Brian. Really, that’s that I mentioned that I think back [Technical Difficulty] at the merger 60/40, now, for the first time ever 50% downstream with agri having a 10% quarter. It really - the diversification is much, much better. And we'll continue to balance the set of assets with the energy transition and the team has done a good job. Thank you. Next question.
Operator:
Our next question comes from Hamzah Mazari with Jefferies. Your line is open.
Hamzah Mazari:
My question is more related to the S&P merger, could you maybe, Lance talk about any integration pre-planning that's gone on, maybe you could touch on employee morale, clearly, you know, the deal closes as you mentioned, Q4, but how is employee morale shaping up in terms of culturally and with that integration, you know, anything you can touch on, any color you can provide there from a pre-planning process, and also from an employee morale perspective? Thank you.
Lance Uggla:
Right. Okay. Well, the year will be a year, December 1 to that final quarter. So, you know, it is a long time, but I have to say, you know, the team really got motivated together through COVID. So, you know, I just think the firm rallied around COVID. And culturally, you know, improved and delivered great results. And that carried us through most of the last year. Like anything, we worry that, you know, over time, you can get, you know, a merger fatigue. But we haven't noticed that at all. I think S&P has done a great job working with my teams on pre-merger planning. And because we've probably had an extra, you know, three or four months, they really have rolled up their sleeves, and just went deeper. And the other thing you should know is, you know, we don't have that much of employee morale issues, because, you know, our energy team is completely different, you know, how the plots of this overlap is going to create a sale that's been announced. So, you know, even within Opus, people are excited about the fact that they'd be doing something new again. So, that's not an issue. There's no overlap with our upstream and downstream businesses in the Platts, really. The financial services, Adam’s going to be leading that. And, you know, it's exciting integration given lots of opportunities. Automotive, transportation, no real need for overlaps, so Edouard is leading that. Sally's leaving alliances and building a new team across S&P. So, I think, you know, the teams are all highly motivated. Where the overlap is, of course, in the services, and, you know we did a really good job, both firms have treated the employees very well through this merger period. And so, we haven't had a lot of people at all leaving the firm. And, you know, I feel my teams have done an exceptional job, and are still highly motivated. Jonathan's been leading the IMO from our side. So, maybe he can add a little bit of additional color to that.
Jonathan Gear:
Sure, Lance. Will do. I mean, just as you let your question, [certainly there’s] been some very intensive integration planning going on, completely going back to severance, but first we announced this. And teams have been stood up across all the different functions, all the different areas, of course, being careful not to jump the gun, but really get ahead on the integration planning. And then that process, I think a couple things have come out. First, I think, as we identified synergies at – when we announced the deal. We've taken the last few quarters to really begin to solidify exactly the path to [indiscernible] synergies and I think we’re increasing confidence on how to get there. And the second thing culturally, to your question, it's been a great opportunity for the teams to really work with one another and get to know each other and get to know their future colleagues extremely well. And I think what's come out of that is certainly Lance and I knew from our discussions in the fall is the values of the two firms are very, very similar. And I think as the two teams have gotten to know each other, it's been relieving, if you will, for them to get to know that their colleagues are going to be working with other people that they want to work with. So, we’re making great progress both culturally, as well as the integration planning, and we [indiscernible] well set up when we close.
Lance Uggla:
Thanks, Jonathan. Next question.
Operator:
Our next question comes from Shlomo Rosenbaum with Stifel. Your line is open.
Unidentified Analyst:
Hi, this is Adam on for Shlomo. What level of costs were reintroduced into the business through the re-openings? And how might this have impacted margins in the quarter?
Lance Uggla:
Jonathan, do you want to do that one?
Jonathan Gear :
Sure. So, there was a couple different areas where we did. So, if you call last year, Q, what Q2 call last year, when we were entering COVID, we took some significant cost reductions, some of those were permanent, and those permanent cost savings have indeed been permanent. They haven't crept back in, but some were certainly temporary. There was impacts on executive salaries, few other things we did, we pulled back on marketing spend, for example on CARFAX given that the dealers had shut down in North America. And so those costs and we certainly built it into our plan, into our guidance this year, those costs have been reversed. So, it does create a – I will call it somewhat odd dynamic or the absolute margin of the segment level with transportation, for example, when we take significant costs, reductions in Q2 of last year, you see a significant year-on-year margin accretion, which is a little bit of a false economy, I would say. You should see that normalize going forward. But those have been the main costs and have come back in. Then of course, we continue to invest in the business and where we see strong performance, they should make investments to fund future growth. But the key thing I will call out is really you're seeing the year-on-year reverse of some of those temporary cost reductions from last year.
Lance Uggla:
Thanks, Jonathan. Next question.
Operator:
Our next question comes from George Tong with Goldman Sachs. Your line is open.
George Tong:
Hi, thanks. Good morning. You increased your full-year guidance for organic revenue growth given strength in transportation. How do you expect your updated guide to flow through to your fiscal 2022 outlook given current trends in each of your segments?
Lance Uggla:
Yeah, I think I'll let Jonathan add after me, but, you know, the key thing that I think people should look at is, it's a very, you know, we're halfway – over halfway through our fiscal year. We've given you a very narrow; you know 40 million of revenue guidance, and an even narrower EBITDA guidance. And, you know, if you look at our track record, you know, over the last many years, we don't miss our guidance. So, the fact is, is we've given you a very accurate picture, for this year, float all the way through into earnings. Of course, we also feel that, you know, our strong, you know mid-to-upper single-digit revenue profile as a firm is one that's very intact. And we expect that to continue. And so I don't see us changing the percentage of revenue growth expected into 2020, 2023, 2024, but that's not to say that as we go into those years, if we have strong, you know, first second quarter, we don't have any issue with, you know, raising our view forward, and we'd love to beat our guidance, but I don't see us changing, you know, across the mix of our businesses. So, you know mid-to-high single digit revenue growth in 2022 off of our closing 2021 numbers. Jonathan, do you want to add anything else to that?
Jonathan Gear :
No, but maybe there's a couple of comments add to yours, Lance. I mean, first of all, we did give our 2021 guidance this time last year, coming out of all the noise of COVID. I’m actually really proud of the team that even with all the uncertainties back then, we are landing the plane, kind of as we expected. And as Lance has alluded to, great, great performance by the team. Now, I will say, George, in terms of a raise in the guidance this time, obviously, we're doing on the back of what we saw in the first half of the year and what we're seeing go forward. I think at this point, we're not prepared to really give formal guidance for 2022. I think we'll be back to our normal cadence. Obviously, much rather be in position of strength exiting the year than position of weakness. But as Lance was saying, I think at this point, no news in terms of changes to future growth will surely get back to you later in the year once we finalize our plans.
Lance Uggla:
Thanks, Jonathan. Next question.
Operator:
Our next question comes from Toni Kaplan with Morgan Stanley. Your line is open.
Toni Kaplan:
Thank you. I wanted to ask about ESG, when you think about the $70 million of ESG revenue, it spans across a number of different areas, emissions, data, supply chain, solar wind, hydrogen, etcetera. I guess who's competing against you in these areas? And are there any capabilities or datasets that you don't have right now that you would like to? Thank you.
Lance Uggla:
Yeah, that's a good question Toni. Thanks for that. So, we – I think where IHS Markit standalone has an edge in ESG is clearly around the E, and scope 123 emissions science-based targets, the challenges of, you know, for corporations, governments who will want to regulate coming out of the [COP 26], these are areas where we have real substantive detail, climate analytics. We have data that plays into climate analytics. So, location data around energy assets, our maritime and trade group have very detailed supply chain footprints for all the maritime fleet. We have, you know, some great new products and services that play into research and development around E. So, I think we have the competitive edge as IHS Markit in E. When you marry that with S&P Global, I actually think the combination gets even stronger, and they do have the RobecoSAM, Trucost, and other assets that are very, very valuable in terms of, you know, competing with the likes of, you know MSCI, FTSE, the LSE group, you know various providers of ESG ratings and scores that are much more driven off the, you know, public knowledge, SNG versus the E. So I think our combination is going to give us a competitive edge and give us a lot of opportunity to grow into, and I think across S&P Global and IHS Markit, this is a very strong double-digit growth engine for, you know, at least a decade. Because, you know, there's 1.5 trillion a year being spent, you know, on climate change now, and that number is expected to grow to something like 4.5 trillion. And so, I think we've got lots to offer, and you know we'll watch this space closely. Next question.
Operator:
Our next question comes from Jeff Silber with BMO Capital Markets. Your line is open.
Jeff Silber:
Thank you so much. This is actually a follow-up from Hamzah’s question on your internal workforce. You said you have not had a lot of people leave since the merger announcement. That's great. I'm assuming you've been hiring since, if you could just confirm the size of your workforce has increased since the merger announcement? And if so, how difficult is it to find these people, and are you having to pay higher than normal wages? Thanks.
Lance Uggla:
[Indiscernible] let the team add to this one. So, I'll go to Jonathan or if he wants to pass it to any of the division heads he can. We're definitely hiring, and we're definitely, you know, with the growth numbers, you know, we're growing. And in many cases, we're growing into new spaces, in the markets to operate in. So, I haven't seen this have any, you know, challenges to hire. You know, and of course, in a merger, we make sure that we retain our people and look after them. So, I don't notice anything that stands out, you know, from my perspective, but if any of the division heads want to add anything in terms of hiring, etcetera, maybe you can start Jonathan if you know our overall employment growth across the group, year-over-year, and then if any of the division heads want to add?
Jonathan Gear:
Sure, maybe I’ll just give a general overview and then the division heads can supplement as they like. So, first off to your point is first, the attrition we've seen kind of year to date has been very much in line with what we normally see. And so no [indiscernible], we are growing. And you're absolutely right. We are growing and investing in all the different businesses that that Adam, Edouard and Brian, lead, in particular growing in India has always been a growth sector for us. India is a hot market. Itself is – what we're very, very attractive employers always, you know, challenged to find great people. I would say that the challenge we have finding people this year really is not that different from other years. It's always, you look attractive, the best people and pull them in, is never easy, but we always try and to get it done. So, we are growing. Certain markets are hotter than other markets, certain segments, particularly in technology, data science, etcetera, the usual places you would expect. Obviously difficult, but I wouldn't say dramatically different this year from prior years. But happy to open up to the divisional leads to add some more color.
Edouard Tavernier:
I'll just add something to what Jonathan said. I would say it’s in pockets, right. I think is a great question. Technology is one of those pockets. You may have seen in some places an uptick in nutrition, and we have struggles to hire great tech talent in some locations. So, our strategy here is to diversify the sources of talent. But as you know, we are actively engaged in globalizing our talent footprint and that’s helping us and in some cases, adjusted wages [indiscernible] by and large that we're funding the [chance we need].
Lance Uggla :
Adam, do you want to add anything or Brian?
Adam Kansler:
Yeah, no, the only comment maybe I'd make Lance is, we, obviously were operating a competitive job market. We put a lot of attention into our internship and our early careers programs where we brought large groups of young people into the firm and that pipeline, you know, that's like that gives us great strength forward. That's a real investment in the future of the firm. And I think that's a place where we've seen real progress both in our diversity and equality, as well as just bringing great talent that continues to join and progress within our firm.
Lance Uggla:
Okay. Brian, anything?
Brian Crotty:
No. I mean, I think I agree. I'm seeing the same things that Edouard and Adam are and definitely our internship programs really help onboard good talent as those are grad. So, I think we're firing on all cylinders there.
Lance Uggla:
Yeah. No, it's great. We have over 250 interns and 250 graduates joining. So, you know, that fuels, a lot of our growth that manages our expenses. Okay, next question.
Operator:
Our next question comes from Andrew Nicholas with William Blair. Your line is open.
Andrew Nicholas:
Great. Thanks for taking my question. I know it's a smaller piece of business, but I was wondering if you could speak a bit to the performance of CMS in the quarter. And what the medium-term outlook looks like for that segment? I think recurring revenue held up decently well throughout the past, kind of year plus, and I know, you get some non-recurring revenue from the boiler pressure, vessel codes in the back half of this year, but excluding that, do you think CMS can get into the mid-single-digits range, longer-term? And if so, what are the primary drivers to getting there? Thank you.
Lance Uggla:
Yeah, I'll start that. Jonathan can add if needs to. But, you know, we've really retooled CMS toward mid-single-digit growth. We called it out in this quarter that we expect the full-year to be mid-single-digits. So, you know, again I think you guys have, you know, strong confidence in the numbers we give you. And we expect to hit them. So, but you know, long term organic growth means you do it over and over and over again. And then people give you that valuation expectation, and CMS has been, you know, in need of retooling and building out, our tech platform, the team has done a great job. They are seeing demand, and that's flowing through to, you know, better recurring revenue. So, I think the team's done a great job. I think moving from low up to mid-single-digits is step one. And we expect that the team will be able to do that through this year and then again into next year. Jonathan?
Jonathan Gear:
Great last year – maybe just a few things I would add, because if you look at CMS, there are really two divisions or two major divisions. One is product design. One is our economic and country risk. So, then, product design, it has been a multi-year investment back in technology and new platforms and products. We begin to see that lift take place that drives. As Lance said, not a single year, but kind of a multi-year sustainable organic growth. We do certainly see as we look the first half of the year and then look at what's building in the second half of the year. We do see a path for that to get to mid-single-digit seconds for the full-year, based on what we're seeing. That we think should be a sustainable growth rate. On the economic company risk that that Adam mentioned, this has been some significant investments in terms of new products and new packaging around how we get much more of a persona-based approach with our products there. And similar story where those investments were made to, kind of – end of last year early this year, and received the benefit in our growth through our pipeline, we expect to see that lift second half of the year. So, out report divisions, our lowest growth rate first half of the year, we would expect it to get to mid-singles by the end of the year.
Lance Uggla:
Thanks, Jonathan. Next question.
Operator:
Our next question comes from Andrew Jeffrey with Truist Securities. Your line is open.
Andrew Jeffrey:
Hi, thank you. Good morning, everybody. Appreciate taking the question. Just wondering a little bit, Lance, you know, the transportation business has been fantastic and it sounds broad based, some of what you described in terms of the market dynamics feels a little bit like peak cycle. I just wonder if you could address that next year, obviously, comparison side, assuming supply chains loosen up a little bit. Used car prices perhaps normalize, anything we need to think about, you know, in terms of 2021 as being sort of an exceptional year that sets up just a tougher, you know, sort of macro backdrop for transportation next year?
Lance Uggla:
Right. Well, I guess it's the merger of IHS and Markit, you know that, I got used to that question every single quarter. So, about 20 quarters of that same question. So it's a good – it obviously is a good question because it's the one that's on the mind of all of our analysts. And I think what you should be really looking at is high single digit growth for transportation. And it does that time and time again, in a very diversified way. And sometimes it's used car markets, sometimes it's new car markets. Sometimes it's marketing and advertising. Sometimes it's, you know, supply chain in predictive analytics. And so when everything's ticking, we can peek into double digits, but in general, I look at transportation, say it's a strong high single digit performer with ample opportunity in its markets to maintain that. And it's not reliant on new or used car sales alone, but many things that are actually needed by the automotive suppliers, and the OEMs, regardless of the environment we're in. So, they all need to market from cars, they all need to spend their incentives, they all need to measure their emissions, they all need to order parts and study the supply chains. They all need to do R&D, and look into the future car, the connected car, the electrification of vehicles, next will be hydrogen. So, there's always stuff to be done. Then we get on the dealer floor. And the marriage of CARFAX and Mastermind and helping dealers sell cars in a connected digital world, those types of tools become even more important. And so, I think, you know, you can expect more of the same in the high-single-digit range for transportation. But, you know, this is an outsize quarter that’s catching up from, you know, a COVID period where, you know, really the comparison. You know, it's exciting to get to save 39% we actually teased the team that it wasn't 40, because would have been nicer number to shout out. But the fact is, it's really a high single digit consistent growth scenario, where the team's recovered really well. I'm all in there. I think that was our final question operator?
Operator:
We do have a question from Doug Arthur with Huber Research. Your line is open.
Lance Uggla:
Okay. Go ahead, Doug.
Doug Arthur:
Yes, thanks. I'll make it quick. Lance, last just on the ACV turning up, would you, I mean you’ve given various updates on your, kind of pendulum swinging there on ACV, is it sort of as expected at this point or is it a little ahead of schedule?
Lance Uggla:
No, I'd say as expected. We're definitely not ahead of schedule, but, you know, what I really like is the continued shift to a division that's highly diversified, like financial services, like transportation where we've got strong diversification across, you know, many facets of global economies that are, you know dealing with energy transition, new sources of energy, circular economy and demands waste. This division is with its expertise and chemicals to agricultural business. The continued need for, you know, 90 million, 100 million barrels a day of oil, oil prices at 70, when it wasn't long ago, they were sub-50. So, you know, this team is always in thought leadership in center stage. And, yeah, we've had, it's been one of the toughest divisions as we've come out of, I had to go through COVID. But, you know, we're back to, you know, an expected, probably low-to-mid single-digit growth year in 2022 for energy. And, you know, if 2022 could be the first year where, you know, you've got CMS, you've got energy in the mid-single-digits, and you've got transportation and financial services in high-single-digits. You know, that's kind of, that's the home run and we're going to deliver this firm very strong into the S&P Global strategic merger. I think that might be the final question, but let me know operator.
Operator:
Our final question is from Manav Patnaik with Barclays. Your line is open.
Manav Patnaik:
Thank you. Hi Lance. Sorry. I just wanted to unpack maybe, I'll keep it quick, that low-to-mid single-digit growth, you talked about resources. Can you just help break it down? You know, clearly, everyone's talking about energy transition going well, but that's probably, you know, a smaller part of the business. And I just wanted to understand how you guys see the dynamics between, you know, obviously, oil prices going up, but the energy companies still pressured and the zero-carbon world or whatever. So, you know, how do you see those moving pieces there? Yeah.
Lance Uggla:
I think the easiest thing to do is, you take 50% of that division, and you call it high-single-digits. You know, agriculture had a 10. You know, chemicals has been consistently, mid-to-high single-digits, Opus has been consistent mid-to-high single-digits, even occasional quarter in double digits. And then you go to upstream and if you really want to be tough on upstream, you know, you could say it's flat, and that's your, you know, your low-single-digits, upstream recovering though, off of the price concessions, etcetera to be low-to-mid single-digits puts the whole division at, you know, 5% to 7%. And so, you know, I don't think it's a tall order to see those types of revenue gross in 2022. And, you know, we're well set up for that. And the demand around, you know, just understanding energy related assets in a world of – driven by regulatory change, climate change, investor perceptions, and demands, I actually think, our team's roles to help energy market participants navigate these forward challenges. I think there's a lot of growth. We saw, you know, CERAWeek virtually, you know, I was shocked at the turnout and the, you know the needs of the teams to engage market participants in thought leadership. We saw the same in the world petrochemical conference, and our Maritime & Trade, which is more around supply chain and the trade analytics. So, I really – yeah, I guess I just, you know I'm not a crazy optimist, but I think that, you know, when we say mid, you know, single-digits we mean, and I think that Brian and the team, you know, have navigated COVID very well. But it was tough. It was the toughest division to run from a strategic point of view through this challenging period. It just had the most moving parts and the team, you know, I have to say, you know, they don't have the highest results. But, you know, for me, I give them a badge of honor. So, great job. We'll end there. I think operator, I'll try it one more time, unless somebody came in for another question. I think we're finished.
Operator:
There are no further questions.
Lance Uggla:
I'll turn it back to Eric.
Eric Boyer:
Great. We thank you for your interest in IHS Markit. This call can be accessed via replay 855-859-2056 or international dial in 404-536-3406, conference ID 9174115, beginning in about two hours running through June 30, 2021. In addition, the webcast will be archived for one year on our website. Thank you and we appreciate your interest and time.
Operator:
Ladies and gentlemen, this does conclude the program. You may now disconnect. Everyone, have a great day.
Operator:
Ladies and gentlemen, thank you for standing by. And welcome to the Q1 2021 IHS Markit Earnings Conference Call. At this time, all participants are in a listen-only mode. After the speaker presentation, there will be a question-and-answer session. [Operator Instructions] Please be advised that today’s conference is being recorded. [Operator Instructions] I would now like to hand the conference over to your speaker today, Eric Boyer, Head of Investor Relations. Please go ahead.
Eric Boyer:
Good morning and thank you for joining us for the IHS Markit Q1 2021 earnings conference call. Earlier this morning, we issued our Q1 earnings press release and posted supplemental materials to the IHS Markit Investor Relations website. Our discussion on the quarter are based on non-GAAP measures or adjusted numbers, which exclude stock-based compensation, amortization of acquired intangibles and other items. IHS Markit believes non-GAAP results are useful in order to enhance understanding of our ongoing operating performance, but they are not a supplement to and should not be considered in isolation from or as a substitute for GAAP financial information. As a reminder, this conference call is being recorded and webcast and is a copyrighted property of IHS Markit. Any rebroadcast of this information whole or in part without the prior written consent of IHS Markit is prohibited. This conference call, especially the discussion of our outlook, may contain statements about expected future events that are forward-looking and subject to risks and uncertainties. Factors that could cause actual results to differ materially from expectations can be found in IHS Markit’s filings with the SEC and on the IHS Markit website. After our prepared remarks, Lance Uggla, Chairman and CEO; and Jonathan Gear, EVP and Chief Financial Officer, will be available to take your questions. With that, it is my pleasure to turn the call over to Lance.
Lance Uggla:
Okay. Thank you, Eric. And just before we start the call, we do have a moment of silence for all of those who have passed from COVID over the past year. This has taken place at the moment in our UK offices. And I’d just like to pause for a moment here to respect all those that have passed and people that we know and love and friends and family that may have been passed away through the pandemic. So if we could just take a moment silence and then get started. Okay. Thank you. Thank you, Eric. And thank you for joining us for the IHS Markit Q1 earnings call. We started the year with a very strong set of Q1 results, which provides a great foundation for the full year. Q1 revenue was $1.12 billion, with organic growth of 3%. Adjusted EBITDA of $467 million and margin of 41.7%, up 180 basis points year-over-year, an adjusted EPS of $0.71, up 8% over the prior year. Overall, we are pleased with the start of our year and now expect to deliver results in the upper half of our 2021 guidance. In terms of our core industry verticals, let me first start with our Financial Services segment, which had record organic growth of 10% in Q1. Within Financial Services, Information had another quarter of solid organic growth of 6%. Main contributors included increased demand for our pricing, reference data and valuation services, as well as continued growth in our SFTR reporting platform and indices businesses. Solutions had a very strong quarter with 15% organic growth, driven by solid performance across our Solutions businesses. Increased capital market issuance and greater adoption of our corporate actions, private markets, and reg and compliance offerings were all significant contributors. We continue to expect Solutions to be a large growth contributor for the full year. Finally, our Processing business grew 6% organically, with strength in loans and derivative performance as expected. For the full year, we now expect Financial Services to be in the higher end of our 6% to 8% targeted organic growth range. I just want to congratulate the team on that record 10% quarter. That's the first time record since Markit went public and IHS Markit together that we had a 10% quarter. So congratulations to everybody. Moving on to Transportation, which had organic revenue growth improved to 4% in Q1. As expected, we continue to see the rebound across our businesses at varying speeds. We’re particularly pleased to see our recurring revenue growth improved to 8% in the quarter. Our dealer facing dealer facing experienced strong growth across CARFAX and automotiveMastermind, with revenue growth rates approaching pre-COVID levels. New business was strong across the portfolio in Q1, and we remain confident about the outlook for the rest of the year. Also in Transportation, our Maritime & Trade business had a very good start to the year, which was in line with our expectations. We also hosted a successful virtual TPM conference in March. We expect strong new business and retention performance will drive an acceleration of recurring revenue growth through the rest of the year. For the full year, we now expect Transportation’s organic growth to be in the 13% to 15% range, which is up from our original 12% to 15%. Moving on to Resources, where organic decline was negative 10% in Q1. Our Resources business is playing out as expected. In 2020, given the industry conditions, we put into place a number of drivers that should help us return to growth in 2022. As expected, our ACV has bottomed in Q1 and expect for it to slowly recover through the rest of the year, which bodes well for 2022 recurring revenue. Our downstream organic revenue growth performed as expected and should accelerate through the rest of the year. In the beginning of March, we held our CERAWeek conference, which had over 19,000 participants. Even with the virtual event, we were able to bring together leaders in the energy industry, world governments, finance and technology to discuss the future of energy. We also hosted a successful virtual World Petrochemical Conference. In 2021, we continue to expect organic revenue results within Resources to improve compared to 2020 and to be down year-over-year in low single digits, as upstream improves and downstream continues its growth trajectory. Finally, CMS organic revenue growth was in line with our expectations of negative 1% for the quarter. We expect improving results across Product Design, TMT and ECR to continue through the year. For the full year, we still expect CMS to deliver mid single digit organic growth. Now on March 11th, the shareholders of both IHS Markit and S&P Global overwhelmingly voted to approve the merger. We are working with the relevant regulatory bodies and still expect a second half close. And now I’ll turn the call over to Jonathan.
Jonathan Gear:
Great. Thanks, Lance. Q1 results included revenue of $1.12 billion, which represents organic growth of 3% and total revenue increase of 4%, with recurring growth of 4%. Net income of $149 million and GAAP EPS of $0.37. Our adjusted EBITDA of $467 million, an increase of 8%, with margins of 41.7%, this represents margin expansion of 180 basis points. And we also delivered adjusted EPS of $0.71, an increase of 8%. Regarding revenue, our Q1 organic growth of 3% included recurring organic growth of 4% and non-recurring organic decline of 7%. This decline in non-recurring was primarily driven by lower automotive OEM activities, lower energy consulting activities, and transactional content purchases for upstream and product design when compared to Q1 of last year. Moving on to segment performance. Our Financial Services segment drove organic growth of 10%, including 9% recurring in the quarter. Solutions, in particular had strong performance, delivering 15% organic growth, primarily from strength in equity capital markets, corporate actions, and reg and compliance offerings, and strength in our core portfolio monitoring management tools, while information and processing each had a 6% organic increase, driven by pricing and valuations and loan market activities, respectively. Our Transportation segment delivered organic growth of 4% in the quarter. This included growth of 8% recurring, as Q1 had strong growth within our CARFAX and automotiveMastermind businesses. Non-recurring revenue declined by 8%, primarily driven by continued lower activity in digital marketing and recall. Our Resources segment had 10% organic decline, which is comprised of a 9% recurring decline and 20% non-recurring decline. Q1 organic ACV decreased by $7 million in the quarter and our trailing 12 month organic ACV is down 11%, as we have largely cycled through our subscription renewals since the North American energy market was severely impacted at the end of Q1 last year. Our CMS segment had 1% organic decline, including 2% increased recurring and a decline of 25% non-recurring. Moving now to profits and margins. Adjusted EBITDA was $467 million, up $35 million versus prior year. Adjusted EBITDA grew 8% with a margin of 41.7%, up 180 basis points. Moving on to our segments. Financial Services adjusted EBITDA was $233 million, with a margin of 48.1%, up 100 basis points. Financial Services margin was driven by strong revenue growth, while supporting continued investment. Transportation’s adjusted EBITDA was $147 million, with a margin of 47.1%, up 740 basis points. We do expect margins to moderate to - in forward quarters, as we see more expense tied to revenue growth. Resources adjusted EBITDA was $74 million, with a margin of 36.6%, a decrease of 340 basis points, as a result of lower revenue. CMS adjusted EBITDA was $26 million, with a margin of 21.5%, down 250 basis points. This quarter decrease was primarily driven by mix shift, which we expect to improve during the year. Adjusted EPS was $0.71 per diluted share, an increase of 8%. Our GAAP tax rate was 17%, and our adjusted tax rate was 20%. Q1 free cash flow was $172 million. As a reminder, Q1 is seasonally our lowest free cash flow quarter. Turning to the balance sheet. Our Q1 ending [ph] debt balance was $5.1 billion, and represented a gross leverage ratio of approximately 2.7 times on a bank covenant basis and 2.6 times net of cash. We closed the quarter with $172 million of cash, and our Q1 undrawn revolver balance was approximately $1.022 billion. Our Q1 weighted average diluted share count was 401 million shares. As we mentioned in Q4, the merger agreement with S&P Global restricts our ability to purchase our shares. And therefore, our share repurchase program is currently suspended, other than for the repurchase of shares associated with tax withholding requirements for share based compensation. Moving to guidance. We had a great start to the year, and now expect to deliver results in the upper half of our 2021 revenue, adjusted EBITDA and adjusted EPS guidance ranges, which include the following, revenue of $4.535 billion to $4.635 billion, with organic revenue growth of 6% to 8%, including recurring organic growth of 6% to 7%, adjusted EBITDA of $2 billion to $2.03 billion, with adjusted EBITDA margin expansion of 100 basis points when adjusted for FX, an adjusted EPS of $3.11 to 3.16. Finally, we expect cash conversion in the mid 60s as we lap our 2020 one-time cash impacts. And with that, I will turn the call back over to Lance.
Lance Uggla:
Okay. Thanks, Jonathan. It was a great start to 2021, which puts us on track to deliver strong full year results. I want to thank our colleagues for their continued focus and dedication during the challenges of the pandemic and as we work towards closing the exciting merger with S&P Global. With that, we’re ready to open up for questions. Operator?
Operator:
Thank you. [Operator Instructions] Our first question comes from Kevin McVeigh with Credit Suisse. You may proceed with your question.
Kevin McVeigh:
Great. Thanks so much. And congratulations on the great results. Hey, Lance or Jonathan, could you unpack maybe just within Financial Services, you gave really good detail there. But the 10% organic growth overall, it was just really outsized growth in non-recurring. And want to get a sense of, given that strength, does that impact the overall business as you think about it over the balance of the year both on the non-recurring side and then some of the more episodic issues as for core Financial Services business? Is that a structural step-up as you think about the business?
Lance Uggla:
So were you - you're referring to Financial Services 10% organic growth?
Kevin McVeigh:
That’s right, Lance.
Lance Uggla:
Yeah, to just take the breakdown. Okay. I’ll pass that to Adam and he can give you a bit breakdown of the 10% and where the real strong parts are and what he sees on the go-forward as well. Adam?
Adam Kansler:
Sure. Thanks. So yeah, we’re obviously very pleased with the quarter. We’ve built strong platforms and strong capabilities in a few markets that have really seen strength through Q1. We do expect some of that strength to continue throughout the year, particularly in equity capital markets, you saw a very strong first quarter. Second quarter continues to look strong. We’ll see what the balance of the year brings. And similarly, in some of the loans markets, we’ve seen strength as well. So we feel pretty good about the core businesses. They continue to grow at the rates that we’ve targeted, in some cases, towards the higher ends of those targets. With the addition of strong capital markets, that gives us the opportunity to deliver a double-digit quarter like we did here. I’d love to say, we’ll continue that you know, into the future. We’ll see what the future brings. But it’s about - just really about positioning our product to take advantage of those opportunities when the markets are strong.
Lance Uggla:
Okay. Thanks, Adam. Also, the private markets performance and performance generally across Solutions as asset managers are assessing their cost structures has really been a strong tailwind for the team. And it’s great to see the Solutions teams back to 15%, which we hadn’t seen for a while. So, great results all around. Next question?
Operator:
Thank you. Our next question comes from Manav Patnaik with Barclays. You may proceed with your question.
Manav Patnaik:
Thank you. Good morning. Lance, I was hoping you could help just provide some of the key takeaways from CERAWeek when you look out over the next couple of years and maybe 3 to 5 years. You know, there’s obviously a lot of movement. And I was hoping some of those insights could help us just figure out what the trajectory for Resources is?
Lance Uggla:
Yeah. Okay. No, that’s a great question, Manav. So the first off, I guess when you look at the agenda for CERAWeek, you see a strong formation of discussion in plenaries around energy transition, which is a step away from the big discussion around climate change. And when you think about how the world is responding now with the new Biden administration, with the COP26 coming up, you know, real strong support for the 1.5 degree pathway. And I think that positions IHS Markit’s energy team very, very well for the energy transition associated growth that’s going to come as the industrial participants start to shift gears and look for how they might participate in their businesses with respect to energy transition. That being said, it was pretty clear from the CERAWeek discussions that 100 million barrels a day is still a level of demand post-COVID that is in the crosshairs of what needs to be supplied. And therefore, our upstream business will need to continue to support and play an important role in the provision of the fossil fuels needed, as the world’s transitioning towards 2050. So I think we win both ways, thought leadership, a player in the upstream to support the required supply, and a team that’s working very hard to transition itself through the solar, wind, hydrogen storage solutions and a variety of other activities that are expected to decarbonize our world. So I think we’re doing a good job. I think CERAWeek to me, really sung a story of energy transition stronger than it ever has. And I think we’re well-positioned to get the new growth and to maintain our contracts that we’ve managed through 2020 to longer term and a bit lower price. And so, we’ll see the slightly negative impact through this year. And I’d expect mid single digit growth as we go into 2022. Brian, do you want to add to that at all?
Brian Crotty:
No. Yeah, I just think the team did a great job taking you know, the physical event and migrating into a virtual event. And we’re looking forward in October to having a physical event in India, and of course, next March. But, I think you’ve hit all the high points with energy transition, ESG, clean tech, carbon capture. All of these things that our customers are looking forward to, we’re in a good position to help them.
Lance Uggla:
Okay. Thanks. Hey. Thanks, Manav. Next question?
Operator:
Thank you. Our next question comes from Gary Bisbee with Bank of America. You may proceed with your question.
Gary Bisbee:
Hey, guys. Good morning. So the question I continue to get asked most as it relates to the pending merger is just for a bit more granular color on synergies within some of segments. I guess with Adam slated to run Market Intelligence, I wonder if he is got any more thoughts or Lance you do, just to give us a little more color on where you see the big opportunities merging your Financial business within S&P, you know, either on the cost side, or maybe more importantly on the revenue side? Thank you.
Lance Uggla:
Okay. Well, maybe I’ll start and then hand that to Adam given he is right engaged in that post-merger integration discussions. But one thing I can say is that the cost side of the equation has been very well mapped out. Teams are aligned, and my view is that that’s the low-hanging fruit over the next couple of years. And both teams are very focused on making sure they can deliver the results. The exciting side, of course, is the revenue opportunities that Doug and I spoke about. And we see substantive opportunity for revenue synergies. And the teams have started to map them out. They are meeting regularly. And maybe for Financial Services, to start, Adam, you want to chat, and you can probably add the index side in as well.
Adam Kansler:
Yeah. And I really would refer you back to when Lance and Doug talked about it in the merger. Those core areas that were identified upfront continue to be the core areas of opportunity, whether it’s in bringing together multi-asset class benchmarks in our index franchise, the scale of data assets that we can make available to customers and more efficient delivery to those customers. The combined ESG capabilities and assets of the business, the strong ability to play a role in private markets, an area growing quite rapidly, and our deep knowledge of underlying company financials, as well as the tools that are used by the private equity and private credit industry to manage their portfolios. And then, of course, a significant set of data and capabilities around credit and risk looking into the supply chain of customers. So all of the areas that were identified upfront, as we’ve gone through a more extended period of discovery, proven out to be quite significant opportunities for us forward. I think in the coming months, the teams will update publicly our views on synergies. It’s still early to do that. We’re still in a regulatory approval period and still in a discovery phase. But it’s – you know, as we dug in more and more, all of the expectations that we had have proven out.
Gary Bisbee:
Thank you.
Lance Uggla:
Thank you, Adam. Next question.
Operator:
Thank you. Our next question comes from Jeff Meuler with Baird. You may proceed with your question.
Jeff Meuler:
Yeah. Thank you. Question on Transport, so the recurring looks particularly good to me given that it’s still a tough comp, and I think you effectively lost a year or two price lift in that business. So is that the broader Mastermind product suite that’s resulting in more cross-selling or what’s driving that? And then on digital marketing, is it an environmental factor from your perspective where they just haven’t leaned back in yet, or is there some initiatives to improve the positioning of your business that we should be watching for? Thanks.
Lance Uggla:
Edouard?
Edouard Tavernier:
Right. And hi, Jeff. Thanks for your question. And you are right, the story of the quarter is our recurring revenue growth. We’re very happy with it. It’s developing according to plan. And it shows the strength of the underlying business, and it should strengthen throughout the year. What's driving it? I think it’s the - our core products, right? So if you look at the CARFAX offerings, if you look at the Mastermind offerings, or if you look at some of our core subscription products like supply chain and technology, all of these businesses are growing significantly and are showing good resilience in the first quarter. On the digital marketing side, so what we’re seeing is advertising spending is coming back relative to where it was two or three quarters ago. But it has not yet resumed to pre-COVID levels. Why is that? A couple of reasons, but one of the big ones is low inventories. The supply chain is still catching up and trying to rebuild inventory levels in particular in the North American market. And when inventories are low, advertising spend tends to be lower. And we’re still seeing this in the industry today, and we will see subdued inventory levels for the next couple of quarters at least. And that’s why advertising spend and digital marketing spend is still not quite where we would like it to be. We are seeing strength in the business. We are - activities far higher than it was two quarters ago. So we expect digital marketing to be stronger as the year goes by.
Jeff Meuler:
Thanks.
Lance Uggla:
Thanks, Edouard. Next question?
Operator:
Thank you. Our next question comes from comes from Alex Kramm with UBS. You may proceed with your question.
Alex Kramm:
Hey, good morning. A quick one on the updated guidance. It sounds to me like financials and automotive doing a little bit better, and then the other business is kind of in line with expectations. Can you also talk about how FX has impacted your outlook change? You got a small benefit in the first quarter. But since then, I think, some of the major currencies [ph] have moved in kind of opposite direction. So just wondering, how much, if any, FX benefits are driving the guidance to the higher end of the range? Thanks.
Jonathan Gear:
Sure. This is, Jonathan. I’ll jump and answer [ph] that question. We certainly are getting some benefit of FX at the top-line on revenue. That will impact some of the forward words we're saying about guidance being at the upper end of the range. However, lot of that is just core operational improvement that we’re seeing from AFS [ph] that we continue to see from Transportation and also the - as the outlook for the rest of the year for both Resources and CMS. You should also note, Alex, because you know, we get a benefit from - at the top end from FX, it does impact our expenses. And so the – as the improvement you’re seeing from EBITDA is really a reflection of both, of FX impacting both revenues and expenses. So the EBITDA and EPS flow through is I would call core operational improvement.
Alex Kramm:
Very good. Thanks.
Jonathan Gear:
Thank you.
Lance Uggla:
Thanks, Jonathan. Next question?
Operator:
Thank you. Our next question comes from Andrew Steinerman with JPMorgan. You may proceed with your question.
Andrew Steinerman:
Hi. Within Resources, could you tell us, if the non-subs business, like the Energy Consulting business and other non-subs business has lifted off the bottom yet? And kind of what is the nature of what IHS is doing for the industry as the industry recovers, in terms of non-subs?
Brian Crotty:
Yeah, hi. This is Brian. So yeah, the - so the consulting business is already - is bouncing back. When we look out forward, we’re going to be having double-digit growth even in upstream on consulting, which is a good sign for us, because, usually, when consulting bounces back, then you have your subscriptions following.
Andrew Steinerman:
Okay. Thank you.
Lance Uggla:
Next question?
Operator:
Thank you. Our next question comes from Hamzah Mazari with Jefferies. You may proceed with your question.
Hamzah Mazari:
Hey, good morning. Thank you. My question was just around the market serve JV with CME. I know you have that listed as assets for sale. Any mechanics we should be thinking about, on that particular JV? And, as it relates to sort of the larger merger? Thank you.
Lance Uggla:
Adam, you want to answer that one?
Adam Kansler:
Yeah. I think, that's a combination that we've talked about for a couple of years, in looking to pull together some of the core assets in the industry around post-trade processing and really not related to the merger. It wasn’t done in anticipation or in connection with that. It was really part of a larger strategy around maximizing the value that assets set. It will continue to be an important part of the business. We’ll look to continue to leverage it, in terms of data sets and opportunities that will come out of making that process much more efficient for our customers and those joint offerings. So I think it continues to be complementary to the combined business, but no direct connection. Thanks.
Lance Uggla:
Thanks, Adam. Next question?
Operator:
Thank you. Our next question comes from Ashish Sabadra with Deutsche Bank. You may proceed with your question.
Ashish Sabadra:
Thanks for taking my question and congrats on a solid quarter. Just a question on the robust margin expansion that we saw in the quarter, we’ve seen several quarters of this margin expansion. My question was - are there further opportunities for cost takeout and accelerate the margin expansion? And this is more through some structural changes within IHS Markit itself? Thanks.
Lance Uggla:
Maybe I can start, Jonathan, and then you can add. So, first off, we have a strong view at IHS Markit, and that will carry on with the strategic merger, that there is a opportunity to continue to see Resources, especially through this new understanding of the virtually - virtual world, to see Resources in some of the better cost locations that we operate in. And that can be within North America, within South America, India, Eastern Europe, Europe and the Far East. All of our major centers are - have close proximity to some better cost on or offshore locations. So location plays a big role. The second thing that’s playing increasingly big role is technology and the use of technology to manage our more operationally-focused jobs and that also gives us a continued opportunity for margin expansion. So as we look forward, we see that 100 basis points of margin a year, as one that we can continue to support. And there will be opportunity for margin expansion in the combination as well. Jonathan, do you want to add to that at all?
Jonathan Gear:
No, Lance. I think you covered it really, really well. I guess, the other thing I’ll just add on top of the cost levers that you’re always pulling, is, of course, we get the natural benefit of the scalability of our revenue as it comes through, which helps with that lift. But, Lance, as you said it well, I think, we see very clear path to 100 basis points at that suggested for this year.
Lance Uggla:
Okay. Thank you.
Ashish Sabadra:
Thanks.
Lance Uggla:
Thank you. Next question?
Operator:
Thank you. Our next question comes from Shlomo Rosenbaum with Stifel. You may proceed with your question.
Shlomo Rosenbaum:
Hi. Good morning. Thank you for taking my question. Hey, Lance, can you give us a little more insight on the - how the sales are going from, like, the Data Lake going commercial and how the new product innovation is going? Some of the stuff that you’ve been building to kind of generate the flywheel momentum for years into the future. Is there any like quantitative info you can share or, if not, just qualitatively.
Lance Uggla:
Yeah. What I can say is, is that - and if Adam, Edouard or Brian want to add anything after this, they can. What I’ve been impressed with is the pipeline, the growing pipeline and connectivity to the Data Lake, and the assessment of the Data Lake as a new way to consume data from us more efficiently. But also to reach some broader contracts, especially around the hedge fund community, where quantitative and qualitative decision making from vast quantities of data, you know, it’s some of the bigger hedge funds that have those tools and have those capabilities. We’re also seeing some mid-size vendors and some corporates [ph] who have been grappling with their own construct of a Data Lake, where they can leverage us as a technology platform to be able to, not just provide them our data, but to provide them connectivity for their own and even distribution for their own. So some very strong discussions that are starting to lead to revenue. There is paying customers for the Data Lake now, and that starts to grow. Edouard, do you want to add to that. How you're using it within automotive? And then maybe, Adam, you might want to do the same on AFS [ph]. Edouard?
Edouard Tavernier:
Yeah. Sure, Lance. And I’ll address the broader point about kind of innovation, product innovation. I think that is the story, right, over the past 3 or 4 years. We measure internally - we use a metric recall with the vitality index, right? I don't think we publish it. But we measure the contribution of new products to our growth. And for division like Transportation, that contribution has increased year after year over the past 5 years. New products and high growth products are an increasing part of our kind of overall revenue growth. To give you an example, right, in concrete terms. And if you look at our Maritime and Trade business, it’s always owned a number of incredibly valuable kind of legacy data assets. But over the past 3 years, it has repositioned essentially a data business into a solutions business targeting risk management workflows, trade compliance workflows, commodities analytics workflows. And through this transformation has become essentially a high single digit growth business. A lot of these innovations have been enabled by the Data Lake and which strongly reduces the product development life cycle. So it’s certainly a good innovation story there. Adam, I don't know if you want to add something?
Adam Kansler:
Yeah. I guess what I would add is, we’ve been pretty excited about the uptake and adoption of our catalog, which allows customers to integrate our data sets over 1500 data sets in the Data Lake today into their own data sets. We’re seeing that uptake, not just in asset managers, but also in corporates, banks and obviously, other parts of the buy side. One of the interesting aspects of their discovery of our data sets is the vast amount of, what you’d call alternative data you know, that’s within those data sets, which we’ve always believed had strong value, as more and more clients adopt our catalog and ability to access the Data Lake that seems to be proving out. We do have paying customers today and we do see the pipeline forward. And I think we’re also particularly excited about how that will come together, as we down the road finalize the S&P merger and think about their marketplace and how all of these data sets can come together in a really efficient and exciting way for our customers.
Lance Uggla:
Thanks, Adam. Brian, do you want to add from energy, some of the initiatives you’re using the Data Lake for and how it started to drive opportunity?
Brian Crotty:
Sure, yes. So first of all, one - just to support what you said. So we do see a nice pipeline of, especially chemical companies and banking companies looking into the Data Lake for solutions they perhaps can’t get in other places. Like Edouard said, when we’re looking at developing kind of clean energy, clean tech products, we can go into the lake and take information both from what we’re doing, what other - what our customers are doing. So it’s just a good place where we can shorten product development life cycles to build out things like emissions and things that our customers are interested in.
Lance Uggla:
Okay. Thank you. And just to remind everybody, when I think back to the IHS Markit merger, we said two things about building out the Data Lake over the coming years. One, that it would give us efficiencies in terms of managing our own content, which we see through margin expansion. But secondly, that would give us opportunities for distribution, combination of data with customers and third-parties and give us a real competitive edge in our ability to sell and distribute our content. The piece that I think is additive to all that, that we’re starting to learn about is more that there are significant numbers of larger customers who want to be able to interrogate large data sets to identify decision-making signals and decision points. And that’s been leading us to some of the bigger quantitative hedge funds, but it also exists within the corporate world for analytics and analysis. So I think we’re well on our way to gaining the efficiencies and we’re starting to see the revenue follow through as well. So a good story. Next question?
Operator:
Thank you. Our next question comes from George Tong with Goldman Sachs. You may proceed with your question.
George Tong:
Hi, thanks. Good morning. In the Transportation business, dealers saw strong growth in Automotive, Mastermind and CARFAX. Can you discuss trends that you are seeing among your OEM customers?
Edouard Tavernier:
Yes. Hi, George. This is Edouard. So the OEM customers last year had a slightly different cycle to the dealers in the sense that in Q2 they were operating sort of more normally. But if you will, the COVID crisis really hit them in Q3, and they are still recovering from this. So today they are doing much better. As you know, demand for vehicles is picking up significantly in the US and globally in 2021, as is production. The one caveat I would bring is that the supply chain is still adjusting to this post-COVID world. So the - some of those supply chain issues have been well-documented, in particular the semiconductor shortages. And they have led us to revise our 2021 forecast down by 0.5 million vehicles. So that is a temporary kind of shock, but it is a shock nonetheless. And it's slowing down the recovery of inventories in Western markets. There are some other challenges, right? So there was a bout of severe weather in the southern US a few weeks ago. That has actually created a shortfall of chemical feedstocks. That’s also impacting the supply chain. There was a fire last week in Japan in a major semiconductor plant. So all of these are sort of impacting our customers. But in the end, it’s delaying the recovery, but the recovery is coming back. We’re in a good place in the sense that we are supporting OEMs and suppliers with some of these secular structural transformations in the industry, and those are multi-year transformations, and our data and our solutions are critical to helping them. So slower recovery, but recovering nonetheless and the outlook for the industry is positive.
Lance Uggla:
Thanks, Edouard…
George Tong:
Got it.
Lance Uggla:
Next question?
Operator:
Thank you. Our next question comes from Toni Kaplan with Morgan Stanley. You may proceed with your question.
Toni Kaplan:
Thank you. Sort of a long-term question for you, Lance. Your business spans a number of end-markets that are going through significant industry changes. You’ve talked about the energy transition. And also within Transportation, there seems to be a shift more towards technology long-term. And I know you are providing companies with solutions to help them with these changes and shifting their strategies. I guess can you just talk about what this means within IHS? Is this - does this mean selling different products to your existing customers as these changes take place? Do the traditional datasets become sort of less used, but new datasets receive more demand? And does this enable more up-selling to existing customers, but also opportunities to get new customers, maybe technology players, et cetera, as these changes take place? So any color there would be helpful? Thanks.
Lance Uggla:
Okay. That's a good – that's a good question and one that definitely encompasses our strategic vision. And for all my team, they are very focused on the impact of the changing marketplaces around us that are being driven by either technology or a quest for decarbonization, and therefore, participating in a change in net zero world as we look forward. So you have to take those and go, are we going to be able to participate and take revenue from that and adjust our business positively? Or are we going to find that we get dis-intermediated because some of the revenue streams will shrink? So our strategy is very, very clear. If you look in Transportation, you are seeing it right now in Maritime and Trade, and you see it in our strong automotive recovery. And that is, is that, when you look at those revenue streams and you dig into them, you start to see how they are shifting their customer base to new solutions, new platforms and new decision making tools. And within automotive, we are an independent supplier of information that helps people make decisions. And the world – the automotive world has got more complex. And it will continue to get more complex, as we look forward, given this drive towards net zero. So I feel like the information sets around automotive are very buoyant and participating and forecasting in good or bad markets is a good thing. The second thing I’d say is that Mastermind, when we’ve acquired Mastermind, I think it was around $80 million of revenue. It’s now running towards $120 million this year. And that’s getting driven because Edouard and his team have taken the Mastermind platform, married it with Polk data, married it with CARFAX data, took full views for the OEMs. And the OEMs for the first time are saying, Geez, why do I want to provide a incentive that blankets the US? Why don’t I target market at right down to post codes, or even right down to individuals? And that’s where the Mastermind platform, which we called an enterprise Mastermind, is adapting to this new digital world, and even a world where there is less dealerships in the car just lands in your driveway. So we want to participate in that, and the team is doing a great job shifting. There is some other ones in around automotive, but I’ll shift for a second. Maritime, there, the shift is the new services. It’s supply chain, it’s decarbonization. It’s – you’ve got all the Maritime fleet information. All of your suppliers that are trying to be ESG compliant need to know what’s the carbon footprint of the delivery of my goods? And so we’re now producing a full carbon fleet analysis for our customers, and that’s a growth area. It’s being driven from the Data Lake. It’s new technology. It’s just old products adapting to new worlds and making sure we’re participating. If you go over to Energy, I think we covered that. Energy, we’re going to have to make sure that we maintain the upstream you know, $250 million to $300 million of revenue. And the rest of the revenue, we’re going to have to grow as the Energy markets transition. And we’re very well positioned. We do consulting around all those services, that’s helpful. We know where the assets are, so that’s helpful for global warming. We know where the pipelines are, the distribution. We have a lot of data that plays into the new world. And we’re transitioning and growing our solar, wind, hydrogen, battery storage businesses, and this is a growth market. So it's going to be a tough. For the Energy folks, this is going to be a year where it’s tough because we gave discounts last year and they got to recover into next year. But I think that by the time they get to 2022, they might be the darlings again in the company, and you’ll see somebody else on their back. And then Financial Services, I think we’re in all the right growth markets. So there, I feel good about it. And I don’t want to leave CMS out because, sometimes, we do, but RootMetrics, which is small, I know, but they are into 5G, and 5G is important. And if you go over to the CMS product design folks, their pipeline is all about digital transformation and focusing on the vast amounts of specs and standards that need to be added together to in-house documentation for engineers to make decisions. And we’re playing that game with our digital platform, and we’ve got a great pipeline because we can save people money. So net-net, I think, for a great – great people, a great company. We’re well-positioned to get our share. The question always is, is IHS Markit, now S&P Global, will they get their share of the growth in TAMs that are substantive? And my bet is, yes, of course, they will. They are filled with great people and great customers and therefore there’s lots to do.
Toni Kaplan:
Thank you.
Lance Uggla:
Thank you. Next question?
Operator:
Thank you. Our next question comes from Jeff Silber with BMO Capital Markets. You may proceed with your question.
Jeff Silber:
Thanks so much. At the beginning of the call, you mentioned the very successful CERAWeek. And I’m just curious how these virtual events compare to your in-person events in terms of economics and profitability? And going forward, what do you think your strategy is going to be on the event side?
Lance Uggla:
Well, what I can tell you is that the team - the team has found that they can profitably manage virtual conferences. So they’ve done that. We have three of those, TPM, World Petrochemical Conference and CERAWeek. And all of them had record audiences. So the - and the audiences can be record because everybody’s online virtually. So instead of 4 or 5, 000 physical conference seats, you can have tens of thousands of virtual seats. People are willing to pay for top quality content and access to the right audience. And we had all the right audience. We had top government officials, new US Energy Minister, John Kerry, in his new climate envoy role. We had Bill Gates. We had heads of pharmaceutical companies. We had technology, big sessions on hydrogen. It really was impressive, and we’ll see that growth come into our next quarter. And it was - all as I can say is the team was well-ahead of their plan and pressed all of us in all three events, and we’ll give you those numbers next quarter. So, I think worst case scenario is we’re always virtual and we’re going to get better and better at it and grow from there. Best case scenario, which I think we’re all hoping for, is we get to be back together in rooms and feel safe, and can network and build relationships like humans like to do. So, let’s hope for the second. But if the first comes, it’s not going to hurt our growth path. I think the teams have proven they can make money and grow. Next question?
Operator:
Thank you. Our next question comes from Andrew Nicholas with William Blair. You may proceed with your question.
Andrew Nicholas:
Hi. Thanks for taking my question. With respect to the merger, a lot of focus has been paid to the cross-sell and new product opportunity for the Resources and Financial Services businesses. But I wanted to ask what that might look like for Transportation. What do you see as the major opportunity there? And since I believe one component will be to sell Transportation data and research through the Market Intelligence platform, I am wondering what are the specific client types already on that platform that make the most sense in terms of consuming that information? Thanks.
Lance Uggla:
Edouard?
Edouard Tavernier:
Hi, Andrew. Yeah. This is Edouard. Thanks for your question. So, yes, you’re spot on, right? We have unique proprietary automotive content. That content is highly valuable to the investment community and the financial community as a whole. We made some significant progress since the IHS and Markit merger 4 years ago in monetizing these data assets. But we’re still in the early stages of a fairly long growth runway. So, if you look at the Market Intelligence kind of customer base, there is very, very strong penetration in the investment community. That will be our number one target. But there are also pockets of other customers which are potentially highly valuable for the order business. So, that’s the idea where we’re working hard to refine these assumptions and some more of this later.
Lance Uggla:
Thanks, Edouard. Next question?
Operator:
Thank you. Our next question comes from Andrew Jeffrey with Truist Securities. You may proceed with your question.
Andrew Jeffrey:
Thanks. I appreciate you squeezing me in towards the end. It’s remarkable to see the strength in FI [ph] Lance, can you talk about any thoughts per investing for above trend revenue growth? I mean, do you take opportunities around, for example, robust capital markets activity to plough excess back into the business? And if so, where are those areas of focus you think could support above trend top-line growth down the road?
Lance Uggla:
Right. Well, so in financial markets, we can start there. And we have made acquisitions to support our private markets activities this year. We made an investment in one of the world class fund admins in - you know, that support the alternative space. We see substantive synergies and opportunities there to invest in our reporting services like iLEVEL and the integration of those products into the administration side. So, that’s an investing side. IHS Markit, and now S&P Global, Adam’s teams are investing with PIMCO, Man Group, McKinsey, Microsoft, and others around a product called HUB, which they will ultimately consolidate back into their Solutions businesses. That’s all about new technology and efficiencies for asset managers. So, yes, continued investment. When you get over into the automotive world, I mentioned already the enterprise Mastermind, which is the broader OEM platform, that’s been an investment through COVID. CMS has been investing in the digitization of their business. And - all of these lead me to the so the upper half of our growth range if executed well. You know, I was really pleased. I’ve never seen a 10% quarter probably since 2014 or somewhere before that. So to see a 10% quarter in FI [ph] if things coming back that – its your normal businesses performing, you know, at 5% to 6% growth range, but then your new investment areas, which are big into solutions are performing at – you know, above their ranges. And that sometimes is volume, but in this case, it’s a lot of the new product development and the hard work the teams have been doing. I think in energy, it speaks for itself. It’s renewables. Its – you know, we acquired the agriculture business, ag and decarbonisation, they all kind of go hand-in-hand, land use in this new world that we head into. And I think the teams are investing. They are adding people. They are investing in their businesses. And we only - we give 100 basis points margin, but there is more than enough opportunity through the revenue side and cost management for us to create investment dollars. And all the teams are doing that. I’ll pause here and go to the next question.
Andrew Jeffrey:
Thanks.
Operator:
Thank you. And I’m not showing any further questions at this time. I would now like to turn the call back over to the company for any further remarks.
Eric Boyer:
We thank you for your interest in IHS Markit. This call can be accessed via replay at 855-859-2056 or international dial-in 404-537-3406, conference ID 9579446, beginning in about two hours and running through March 30th, 2021. In addition, the webcast will be archived for one year on our website. Thank you. And we appreciate your interest and time.
Operator:
Thank you. Ladies and gentlemen, this concludes today’s conference call. Thank you for participating. You may now disconnect.
Operator:
Ladies and gentlemen, thank you for standing by, and welcome to the Fourth Quarter 2020 IHS Markit Earnings Conference Call. At this time, all participant lines are in a listen-only mode. After the speakers’ presentation, there will be a question-and-answer session. [Operator Instructions] Please be advised that today’s conference is being recorded. [Operator Instructions] I would now like to hand the conference over to your host today, Eric Boyer, Head of Investor Relations. Please go ahead.
Eric Boyer:
Good morning, and thank you for joining us for the IHS Markit Q4 2020 earnings conference call. Earlier this morning, we issued our Q4 earnings press release and posted supplemental materials to the IHS Markit Investor Relations website. Our discussion on the quarter are based on non-GAAP measures or adjusted numbers, which excludes stock-based compensation, amortization of acquired intangibles and other items. IHS Markit believes non-GAAP results are useful in order to enhance understanding of our ongoing operating performance, but they are a supplement to and should not be considered in isolation from or as a substitute for GAAP financial information. As a reminder, this conference call is being recorded and webcast and is a copyrighted property of IHS Markit. Any rebroadcast of this information, whole or in part, without the prior written consent of IHS Markit is prohibited. This conference call, especially the discussion of our outlook, may contain statements about expected future events that are forward-looking and subject to risks and uncertainties. Factors that could cause actual results to differ materially from expectations can be found in IHS Markit’s filings with the SEC and on the IHS Markit website. After our prepared remarks, Lance Uggla, Chairman and CEO; and Jonathan Gear, EVP and Chief Financial Officer, will be available to take your questions. With that, it’s my pleasure the call to -- turn the call over to Lance.
Unidentified Company Representative:
Lance, you’re on mute.
Lance Uggla:
Oh, sorry. There we go. The first mute of the year. There we go. If everybody can go mute on the teams, there we go. Okay. So I will start fresh. Thank you, Eric, and happy New Year and thank you for joining us for the IHS Markit Q4 earnings call. We achieved a lot in 2020, solid financial results proving the resiliency of our business model; greater levels of innovation across the company; higher employee satisfaction scores; and finally, we announced a strategic merger with S&P Global, which will create the leading global information services provider. Overall, we finished the year ahead of expectations and are reiterating our 2021 revenue and adjusted EBITDA guidance. We are updating our adjusted EPS by $0.03 due to our share repurchase restriction because of the pending merger. Now onto the financial highlights for the quarter and the year. When we speak to Q4 and fiscal year results, they are normalized to exclude the impact of the aerospace and defense divestiture and the cancellation of Q2 events on growth rates for organic revenue and adjusted EPS. Organic revenue growth was 0% for the quarter and the year, adjusted EBITDA margin expansion was 160 basis points in the quarter and 250 basis points for the year, and adjusted EPS growth was 11% in the quarter and 13% for the year. In terms of our core industry verticals, I'll provide Q4 and full-year 2020 highlights and our outlook for 2021. First, our Financial Services segment had organic revenue growth of 6% in Q4 and 5% for the full-year. In 2020, within information, we continue to benefit from the innovation and demand for our pricing, reference data and valuations offerings. The successful launch of new regulatory solutions, notably our SFTR reporting platform, and we had strong growth from indices led by our fixed income and newly launched ESG indices. Within Solutions, we continue to invest in our leading products and integration capabilities, launched private debt investment lifecycle solution and experienced robust growth from continued expansion of our managed corporate action solutions. Within Processing, we invested in our core OTC and loan settlement platforms to help the industry facilitate the IBOR transition and regulatory requirements. We also successfully service the industry through one of the most volatile periods in recent history. In 2021, we expect organic growth within financial services in the 6% to 8% range. Within information, growth will be led by increasing customer demand and new products within our pricing, reference data and valuation services businesses. We also expect continued strength for our regulatory reporting and compliance offerings. Within this business, we'll integrate our recent acquisition of Cappitech, which will help solidify our leading industry position. Now within Solutions, we expect high growth across our diversified offerings, and a rebound in managed services and implementation of projects. In particular, we are looking for a strong year from our onboarding and compliance management tools, expansion of our portfolio and data management solutions into new sectors and continued high growth in private market offerings. We also expect normalized levels of equity and debt issuance that will drive solid performance in our syndication and book building businesses. Processing is expected to be slightly up year-over-year with mixed market conditions in both loans and derivative markets. Now let's move on to transportation, with organic revenue growth in the quarter of 2% and a decline of 2% for the year. In 2020, the pandemic had a major impact on the automotive industry. And we responded proactively to the crisis by working with our customers and continue to see the rebound in our business with recurring organic growth of 6% in Q4. During the pandemic, we also increased our focus on driving adoption of newer products, such as CARFAX for Life, while accelerating product innovation across our portfolios in areas such as marketing audiences, enhanced compliance simulation and Mastermind now available for used cars. Our Maritime & Trade business had a solid year, excluding the impact of the cancellation of our TPM conference. In 2021, we expect organic growth within transportation in the 12% to 15% range. We expect our automotive business to revert to its longer-term growth range. Although economic uncertainty remains, our dealer-facing businesses have strong momentum going into 2021, and the strong retention rates we've maintained through 2020 attest to the critical nature of our products. Product support in our OEM and supplier customers will recover more gradually as the industry adjusts to lower long-term volumes coming out of COVID. In addition to the underlying growth in the business, we expect to see a one-time pickup in organic growth from pricing being at normal levels for the full-year, specifically within CARFAX and Mastermind businesses. And final -- finally, Maritime & Trade will continue to see accelerating subscription growth, driven by product innovation in our risk and compliance and commodities analytics businesses. Moving on to resources, where organic decline was 11% in the quarter and negative 5% for the full-year. In 2020, our upstream business was impacted by the industry undergoing severe CapEx reductions, leading to cost pressure within our customer base and bankruptcies, particularly in North America. Our downstream organic revenue growth proved resilient, when normalizing for our events. Growth within our gas, power and renewables businesses were driven by customer expansion into areas such as wind, battery, solar, and hydrogen services. This was somewhat offset by lower non-recurring revenue within consulting. We also completed the integration of the agribusiness and acquired truView, a small upstream analytics company. And in 2021, we expect organic revenue results within resources to improve compared to 2020 and to be down year-over-year in the low single digits. Our downstream businesses are expected to return to mid-single-digit organic growth, driven by continued demand for our pricing, chemical information, the release of additional plastic circularity products, a new database of estimated energy chain emissions and from the realization of synergies from the agribusiness integrations. Within our upstream businesses, we expect customer CapEx spend to continue to be constrained for our annual contract value, which will bottom in Q1. In 2021, we excite -- are excited to launch our new predictive analytics tools that will marry our upstream and midstream global data sets with our proprietary insights and research and will drive additional forward growth. Finally, CMS organic revenue growth was 0% for the quarter, and 1% normalized for the impact of BPVC for the full year. Product design proved its resilience with organic growth in the low single digits, normalized for BPVC, while TMT and ECR performed as expected. In 2021, we expect our organic revenue growth to be in the mid single digits. Moving on to some of our recently announced strategic initiatives. We entered into a 50-50 joint venture with shared control with CME to combine our post trade services, including trade processing and risk mitigation operations. The venture is going to incorporate our MarkitSERV business and CME's optimization business. Through the combination, we will achieve increased operating efficiencies and new revenue opportunities by being able to better service clients with enhanced platforms and services for OTC markets across interest rates, FX, equity and credit asset classes. We expect the deal to close in the summer and to be neutral to our adjusted earnings in the near-term. And finally, we announced the strategic merger with S&P Global, which joins two world class organizations with unique highly complementary assets. This combination creates a pro forma company with increased scale world class products in core markets and strong joint offerings in the high growth adjacencies, including ESG and energy transition, private assets and small and medium enterprises, counterparty risk management, supply chain and trade and alternative data are unique and complementary assets will leverage cutting edge innovation and technology capability including the IHS Markit Data Lake, and S&P Global's Kensho to enhance the customer value proposition. For IHS Markit shareholders, employees and customers, merging with S&P Global was the best strategic fit to create the most long-term value. Post the merger announcement, Doug Peterson, CEO of S&P Global announced his executive team for the pro forma company, which includes the following members of my Executive team. First, Adam Kansler will lead the combined S&P Global market intelligence business and the IHS Markit Financial Services segment. Edouard Tavernier will lead the Transportation segment. Sari Granat will be the combined company's Chief Admin Officer and General Counsel; and Sally Moore will lead Strategic Alliances and will have responsibility for Corporate Development and Strategy. Other members of my Executive team and myself have also agreed to help with the integration for 12 to 18 months post the close. I believe Doug has assembled a great executive team that will bring together members of both companies, including -- and then give the leadership and -- sorry, Doug has assembled a great executive team that will bring together members of both companies leadership, and will be a great first step in merging the two companies. And now I'll turn the call over to Jonathan.
Jonathan Gear:
Great. Thank you, Lance. We have a strong finish to the year with results ahead of our expectations. Our Q4 financial performance included revenue of $1.107 billion, with organic growth of 0% and all-in revenue of negative 1%, GAAP net income of $151 million and GAAP EPS of $0.38; adjusted EBITDA of $465 million, an increase a 3% with margins of 42.0% and adjusted EPS was $0.72, an increase of $0.07 or 11%. We were pleased with the finish of the year, and a solid revenue and profit performance we delivered throughout 2020. Relative to revenue, our Q4 organic revenue growth of 0% included recurring organic growth of 2% and nonrecurring organic growth of negative 11%. Moving to segment performance, Financial Services revenue growth was 7%, including 6% organic and 1% FX. Recurring organic was 6%, while nonrecurring organic growth was 9%. Our information business organic was 4% led by strength in our pricing indices and equities information products. Our processing organic was 1% as we saw a return to growth in loan markets offset by a slight decline in derivatives processing. Solutions organic was 10% due primarily to strong performance in our corporate actions, private markets and digital businesses. Transportation had revenue decline of negative 4% including 2% organic, flat FX and divestiture of negative 6%. Organic growth was comprised of 6% recurring and negative 9% nonrecurring. Resources revenue declined 11%, including negative 11% organic and flat FX. Recurring organic was negative 8% and nonrecurring organic was negative 32%. Our Q4 ACV decreased $22 million and our full-year ACV decreased $74 million, down 9% versus prior year. We ended the year with ACV of $719 million, which now include agri of approximately $30 million. CMS revenue declined 2%, including 0%, our benchmarking business divestiture impact of negative 1% and flat FX, recurring organic was 2% and nonrecurring organic growth was negative 13%. Turning now to profits and margins, adjusted EBITDA was $465 million, up 3%. Our adjusted EBITDA margin was 42.0%, up 160 basis points. Moving to segment profitability, Financial Services adjusted EBITDA margin was 48.7%, up 260 basis points; Transportations margin was 45.3%, up 350 basis points; Resources margin was 40.2%, down 200 basis points and CMS margin was 24.7%, up 20 basis points. GAAP net income was $151 million or $0.38 per share. Our adjusted EPS was $0.72 per diluted share, a $0.07 or 11% improvement over the prior year. Our full-year adjusted tax rate was 18%.Q4 free cash flow was $275 million. Our full year free cash flow was $940 million and represented a conversion rate of 51%. As a reminder, our full year conversion rate was impacted by several nonrecurring items. Turning to the balance sheet, our year-end debt balance was $4.9 billion, which represented a gross leverage ratio of approximately 2.7x on a bank covenant basis, and we closed the quarter with $126 million of cash. At year end, our undrawn revolver balance was approximately $1.2 billion. Our Q4 fully diluted weighted average share count was 400.5 million shares, and our full year was 401.5 million shares. We completed the 200 million ASR in November of 2020. Our full-year share repurchases were approximately $1.1 billion or 14.6 million shares at an average price of $73.71. The merger agreement with S&P Global restricts our ability to purchase our shares, and therefore our share repurchase program is currently suspended. Other than for the purchase of shares associated with tax withholding requirements for share-based compensation. We paid a dividend of $67 million in Q4 for an FY 2020 total of $270 million of dividends. The merger agreement allows for the continued paying of a regular quarterly cash dividend in the future. And we are recommending to our Board for the approval in our January 2021 meeting to increase a quarterly dividend from $0.17 per share to $0.20 per share, effective for the Q1 2021 dividend payment. Moving to full year of financial results. When we speak to full-year results they are normalized to exclude the impact of the aerospace and defense divestiture, and the cancellation of Q2 events on growth raised for organic revenue, adjusted EBITDA and adjusted EPS. Total full-year revenue was $4.288 billion, which represent a decline of negative 3%, 0% organic, negative 2%, [technical difficulty] flat FX. Turning now to reported profits, adjusted EBITDA was $1.837 billion, up 8% versus prior year. Adjusted EBITDA margin was 42.8% with reported margin expansion of 250 basis points. GAAP net income was $871 million with GAAP EPS of $2.17, and adjusted EPS was $2.84, a 13% increase versus prior year. In terms of guidance, we are reiterating our 2021 revenue and adjusted EBITDA guidance, and updating our adjusted EPS for a $0.03 impact due to our inability to repurchase shares as a result of the pending merger. Our 2021 guidance is as follows. Revenue of $4.535 billion to $4.635 billion, with organic revenue growth of 6% to 8%, including recurring organic growth of 6% to 7%. Adjusted EBITDA of $2 billion to $2.03 billion with adjusted EBITDA margin expansion of 100 basis points, and adjusted EPS of $3.11 to $3.16 per year. Finally, we do expect cash conversion in the mid 60s as we lap our 2020 one-time cash impacts. And with that, I will turn the call back over to Lance.
Lance Uggla:
Okay. Thanks, Jonathan. We managed through the many challenges of 2020 very well and are positioned to have a strong 2021. We're excited about the merger with S&P Global, and believe it will create long-term value for shareholders, new insights and capabilities for customers and greater opportunities for employees. Finally, I want to thank our shareholders for their continued support and our colleagues around the world for their dedication and focus through what was a very challenging 2020. Operator, we're ready to open the lines for questions.
Operator:
Thank you. [Operator Instructions] Our first question comes from the line of Kevin McVeigh with Credit Suisse. Your line is now open.
Kevin McVeigh:
Great. Thanks so much. Hey, pardon me, congratulations. Lance or Jonathan, what do you think about kind of the joint venture you announced with CME seems really interesting. Is there more opportunity, just given the unique data sets to cultivate beyond CME into other opportunities? And just, I think, it underscores the strategic rationale for the S&P deal. Is there more opportunity from a client perspective, any initial reactions around the announced acquisition and then just additional opportunities that you're seeing similar to kind of what you do with CME?
Lance Uggla:
Okay. Why don't I start, then I'll pass it to Adam, who did the transaction for us. But this was something that when we originally thought about selling MarkitSERV, we actually thought that there would be a impetus to buyers that wanted to find ways to consolidate the assets. But I think given that the assets are primarily held by strategics and consortia and a variety of industry-owned relationships, it -- I think, it proved a tall order for any private equity firm to create that consolidation. And so post that, we looked at the strategic assets across the industry. And, of course, between ourselves and CME, we have the majority of the OTC processing assets. And so, therefore, the synergies for both on the cost side, but also in terms of the servicing the customer and creating incremental margin for investment stood out really strong. And we think that the consolidation of processing assets across the industry is something that this -- the CME IHS Markit transaction as a JV is a first step. But why don’t I pass it over to Adam, who can give you some incremental color. Adam?
Adam Kansler:
Sure. Thanks, Lance. There will be much more to come over the next few months as we bring the two businesses together. But as a sort of as a high level answer to your question, you have a very common set of customers, common set of workflows and a lot of the same data enriching the workflows that the customers use on multiple platforms across the CME assets and ours. So this opportunity to bring it together, you'll have a much more complete dataset across all of those workflows, certainly within the derivatives markets, giving you the opportunity to build additional analytical tools, workflow tools, and things that allow our customers to manage their risk and processes more efficiently. I think they've -- the customer set has found for many years that maintain these data sets and these workflows in multiple places is highly inefficient, it's expensive and it causes breaks in some circumstances. So this is an opportunity to improve the risk management profile for our customer set, bring efficiency, bring their costs down and bring a better set of tools. So there will certainly be innovation and new applications and tools against those data sets and in bringing those workflows together over time.
Lance Uggla:
Thanks, Adam. Next question.
Kevin McVeigh:
Thanks a lot.
Operator:
Thank you. Our next question comes from the line of Manav Patnaik with Barclays. Your line is now open.
Manav Patnaik:
Yes. Good morning, guys. I just want to focus on the resources business. So if I got the ACV right, if you exclude the agri business, it is down 9% and that's decelerated again for the third quarter in a row. So I was just curious why you’re confident that things going to bottom in Q1 here?
Lance Uggla:
Jonathan, do you want to start and then pass that to Brian or vice versa?
Jonathan Gear:
Sure. I'll go ahead and start and then pass on to Brian Crotty. Manav, so we've – the resources really is playing out as we expect it back in Q2 of this year when we saw the impact coming in on upstream. And we're seeing a two-tier world, obviously, where upstream business challenged by the external markets and the downstream business performing pretty much in line on the subscription side. The -- with the ACV as we kind of we need to lap a full 12 months from the restructuring of the marketplace, which took place in kind of mid-Q2. As we know and as we've discussed on previous calls, we've kind of leaned into this pretty heavily, worked closely with our customers and industry customers around us, but it does take a full 12 months. So as we look forward, we -- Q4 performed as we expected. We expect further decline of Q1, but Q1 for ACV being – bottoming out and then building in Q2. But I'll pass over to Brian for any specific color that he's seeing. Brian, I don't think we can -- I don't think we can hear, Brian. I think you're …
Brian Crotty:
Oh, okay. Sorry. Yes, I said, Jonathan, you're exactly right. When I look at the ACVs, it's really upstream that drove the decline in ACV. When you look out at the next year, you can see …
Lance Uggla:
You’re going to mute the other one, Brian. Use the other call. All right, thank you.
Brian Crotty:
Can you hear me now? I’m sorry.
Lance Uggla:
Yes.
Brian Crotty:
Okay. Yes, when you look at the ACVs on the rest of the group, you can see them improving steadily. And even upstream, we hit bottom in Q1 and then we steadily improve and get positive ACV in Q2, Q3 and Q4.
Lance Uggla:
Right. Thanks. Thanks, Brian and Jonathan. Now next question.
Operator:
Our next question comes from the line of Gary Bisbee with Bank of America. Your line is now open.
Gary Bisbee:
Hey, guys. Good morning. Maybe I'll stick with resources. One of the key questions I get from people around the S&P transaction is just thinking through potential synergies. And with resources it's not so clear to me and I think the other is exactly where those will be. Since you acquired Opus a couple years ago, which is a similar business model to a lot of Platts. Can you just help us understand what synergies adding Opus to your portfolio has done -- delivered for the resources business? Has it help innovation? Has it help create new data sets? Have there been some real clear benefits to business and especially the top line from adding that to your portfolio over the last couple of years? Thank you.
Lance Uggla:
Maybe I can start, Brian, and then I'll hand it to you. So first off, if you look at our business, it's a 50% upstream, consulting data analytics. And, of course, that business is different than the S&P global business. And so there aren't the numerous product synergies, but there's definitely scale with customers and new customer opportunities for opportunity. As you shift down through chemicals, agriculture, Opus, all the pricing, McCloskey Coal indices, as you get into the pricing and indices, of course, all of those services, where we have synergies between them, have the same opportunity set with the Platts teams. So we're quite excited about the mid and downstream synergies around the pricing and new services, ex where there's overlap and we'll have to address that within the closing of the merger. But that's a small piece of the revenue. Brian, do you want to add to that?
Brian Crotty:
Yes. I think for us, it gives us a whole new customer base as well. When you look at wholesalers, convenience store marketers, even penetrates us more into traders. So I think that was a good thing for the Opus acquisition. Also, pricing services tend to have stickier renewal rates. And then the strong news component gives us a lower end product to up-sell higher end services. So I think strategically it was a very good acquisition.
Gary Bisbee:
Thank you.
Lance Uggla:
Hey, thanks. Thanks, Brian. Next question.
Operator:
Our next question comes from the line of Jeff Meuler with Baird. Your line is now open.
Jeff Meuler:
Yes, thank you. On the transportation outlook, is it the typical annual pricing increase in CARFAX and AMM? Or is there some catch up since I don't think you got your typical increase this year? And what's the timing of that? And then any comment on kind of forward visibility on nonrecurring within transportation. I know that, like the timing of recall campaigns can impact that, but just as we think about getting back to the growth that you're projecting? Thanks.
Lance Uggla:
Okay. Edouard, do you want to pick that one?
Edouard Tavernier:
Yes, happy to pick it up. Thank you, Jeff, for the question. So on the pricing side, there will be price increases in 2021, and we will proceed carefully. Let's remember that across North America, we're still in the middle of the pandemic. So we are still reflected on exactly the right time to introduce a price increase. So that currently is planned, but it will be a normal pricing increase and no particular catch ups. We are very focused on the health of our customers and dealer partners. In terms of the forward visibility, as you mentioned, Jeff, a lot of our transactional revenues are tied to things like marketing spend by the industry, as well as activity in the recall business. Now we're seeing some of those spend items come back, they were higher in Q4 than in Q3, and we're seeing a lot of good marketing activity coming through in Q1. So we are confident, they are on their way back. But as Lance mentioned in the introductory comments, and it will take a bit longer for them to reverse to normalized trends. We expect that in the second half of the next year.
Jeff Meuler:
Thank you.
Lance Uggla:
Thanks, Edouard. Next question.
Operator:
Our next question comes from the line of Alex Kramm with UBS. Your line is now open.
Alex Kramm:
Yes, hey. Just a quick one on the guidance. I know, largely unchanged, but the margin upside pretty consistent with prior years. Any things to point out there on a segment basis or on a seasonal basis that we should be aware of as we think about 2021, or pretty consistent with what we've seen in the past?
Lance Uggla:
Okay. Sure, Alex. Yes, we'll do, Alex. Thanks for the question. In terms of the 100 basis points margin performance, again, that's really just building, as you know and in last fiscal year, a very usual fiscal year for us many, many ways. But we did make some structural changes in our costs, and we're seeing a flow through there. That's less than normal growth rates that we're seeing on the 6% to 8% total that helps drive that overall margin. I think you will see particular as we flow through -- I would look at FY '21 as a relatively normal year. The comparison to '20 is where it gets a bit harry at times from quarter-to-quarter. So Q2, in transportation, for example, was a particularly challenging time for us. I think you'll see some odd seasonality on year-on-year comparisons there. But I would think of FY '21 really a pretty normal year for us.
Alex Kramm:
Makes sense. Thanks.
Jonathan Gear:
Thank you.
Lance Uggla:
Thanks, Jonathan. Next question.
Operator:
Our next question comes from the line of Andrew Steinerman with JPMorgan. Your line is now open.
Andrew Steinerman:
Hi, Jon. Could you just -- I know you just said on transport, the May quarter will have this kind of disproportional pop to make the 12% to 15% organic revenue growth for the year. Could you just be a little more directional and kind of in the -- kind of current quarter, how that's trending, knowing that the May quarter will be kind of disproportional year-over-year comparison?
Jonathan Gear:
Sure. We will do, Andrew. And I will kind of call you to take a look at the supplemental, you kind of see what happened in FY '20, and then I’ll kind of tell you to see what’s going to happen FY '21. But if we just go back over on what happened last year, as a reminder, when COVID hit, we gave significant price concessions voluntarily, particularly in transportation in Q2 a little bit, I would also add Andrew, in Q3, it leaked a little bit into Q3. As we look forward now right now, so first the industry overall has seen a strong recovery in the second half of 2020. In fact, I just tried to buy -- turning safety and I try to buy a used car, it's very hard to find a used car right now and speaks to the strength of the industry. But I did use CARFAX basically to find a great car, I would recommend it to you, Andrew. But if you look for the industry has recovered there. So as we see that performance in FY '21, we're seeing a pretty healthy industry, particularly at the dealership level. As Edouard mentioned, we do work closely and support the health of our dealer customers. So we're being careful as to how we look at value capture the price increase the timing around that. But right now we're seeing our customers doing pretty well and that's reflected in kind of our expectations. But Edouard anything else you want to comment on?
Edouard Tavernier:
No, I think you covered the key points, Jonathan. There is a seasonality effect, right. If you look at 2020, we took a significant haircut in Q2 on revenues, even as we work in on our cost base in Q3, revenue started coming back in when costs were low, and that it creates some seasonality in the margin accretion. And you're going to see some of that play out in 2021 in the comps. But otherwise, you captured all the key points, Jonathan. Thank you.
Andrew Steinerman:
Thank you. Appreciate it.
Lance Uggla:
Thanks. Next question.
Operator:
Our next question comes from the line of Ashish Sabadra with Deutsche Bank. Your line is now open.
Ashish Sabadra:
Thanks for taking my question and congrats on the quarter. So my question is on the S&P strategic rationale and revenue synergies, as both teams have had chance to spend some more time. Can you just talk about the ability to develop new product and improve commercialization of inflows Data Lake by combining it with S&P's Kensho as well as the power of combining inflows Data Lake with S&P's market intelligence platform? And if you can talk about just the new product development as well as improved distribution of data asset, how that can help going forward. Thanks.
Lance Uggla:
Sure. Okay. Well, we'll maybe focus this question around market intelligence and financial services, because that is the area where we have substantive product related synergies. And it really -- and I'll pass it to Adam to add on to this as well. But if we start with the Data Lake and Kensho, the Data Lake is where I just mark it has been 3 years organizing all of its alternative data sets into a common library with ease of access for both our internal use, as well as now to commercialize to customers. So we've done the heavy lifting to organize those datasets. S&P Global acquired the Kensho assets, which are advanced analytics data science experts, which have scale and size, that are very excited to begin -- to be able to begin working with the information alternative data sets that we have to help provide new forms of decision-making schools, decision-making signals, as well as trading signals, alerts and just deeper decision making tools and ways that without the organized data sets tied to advanced analytics platform like Kensho, you don't have the same opportunity to do so. So that's the first thing. The second thing is market intelligence is a platform that has hundreds of thousands of users that are active on the platform. And that gives us an opportunity for direct distribution, as well as the buildup of tools and services to be offered on the platform. And I'll let Adam add on to that because there's several other ways the two financial services groups that Adam will lead have revenue synergies mapped out and excited about going forward. Adam?
Adam Kansler:
Yes, thanks, Lance. A lot of this was discussed by both Doug and Lance at the time of the merger. And I think a lot of those themes remain true, and as we've continued to explore and get ready for integration, a lot of those original themes have played out. And that's really looking at the scale of data and insights available to the combined business. The ability to put the massive data sets and content available through the market intelligence platform into some of the technology solutions we offer to our customers in their reg and compliance, risk management workflows should be a real game changer in their ability to make decisions and us to give them a very efficient platform for consuming those wide ranging datasets. If you look for -- look at a corporate customer group, automotive, oil and gas, engineering companies will have the opportunity to give them both financial market and risk capabilities they need to run their business, but also data tools capabilities, let them thrive in their core markets with deep industry specific expertise, market insight and including things like asset valuations which we have been able to give before because of the -- really -- that expertise that we're now bringing to that core customer set that's a user of the market intelligence products. So that -- those are sort of the key areas. It's really the combination of a cross asset cross industry data set with workflow solutions already touching many of those same customers.
Lance Uggla:
Thanks, Adam. Next question.
Operator:
Thank you. Our next question comes from the line of Shlomo Rosenbaum with Stifel. Your line is now open.
Shlomo Rosenbaum:
Hi. Thank you very much for taking my questions. Lance, just kind of two questions I want to sneak in. First is just the Data Lake went fully live I think in the summer, I just want to ask you to comment a little about what the uptake from customers were? Did it really validate the fact that you'll be able to improve the selling motion over there that seems to be a key kind of point that you're hoping to capitalize on with Kensho being able to use a lot of the stuff that's in the Data Lake? And then just maybe for Jonathan, what are you assuming for events in the year? Are you assuming that we're not going to go back to any live events and what would be events revenue be in kind of a normalized year? Thank you.
Lance Uggla:
Okay. Let me start with that. Yes, so the Data Lake we launched the commercialization in the first half of 2020. And we started off with several proof-of-concepts with bigger active large users, hedge funds, banks that have big decision making, strategies around the use of alternative data. And so far, we started to commercialize those relationships, turn them into longer term contracts. Contracts are reasonably sized with term and give the customers the ability to be able to access parts or all of the library for defined decision-making purposes. So -- and then sometimes, the ability to create some form of redistribution that fits into their own products and services that wouldn't cannibalize our datasets. So we're building out two things. One, the pipeline of customers. Two, we've now started to convert the customers, I don't want to say we've converted 100 customers, but we've definitely have converted 10 customers in the year, so that's starting to pick up. We have a great pipeline and we have numerous ways of creating the commercial set. Somebody is typing -- oh, you must be typing your notes, right?
Shlomo Rosenbaum:
Yes, I put that up. Sorry about that. I don’t want to just come in through.
Lance Uggla:
That’s all right. Okay. So then the next bit that I'd like to say is that, for us the Data Lake gives us a speed of development of new products, but also this ability to attach our content with our customers content and give them new unique ways of leveraging and utilizing the data sets. So we see a bunch of efficiencies, and a bunch of commercial activities, of which we've started to get a positive trend going on those already. Of the second part of the questions on the events, I'll pass it over to Jonathan.
Jonathan Gear:
Great. Thanks, Lance. So on the events, as we know, we offer events throughout the year. But Q2 is our heavy, heavy events month from a revenue perspective, where we have our three large flagship events of CERAWeek, the World Petrochemical Conference and the TPM Conference in our Maritime segment. We are not planning on holding those physical events this year. So when we look at our forecast -- revenue forecast for the year, we've taken that -- we’ve anticipated no revenue from physical events. We are, however, holding virtual events in those three events. The revenue from those is significantly lower, Shlomo. So don't expect to see a significant pop there. But I think it's important way for our teams to continue to lead the industry and lead in with our customers and help connect the industry during these times. So again, you won't see any revenue -- significant revenue from events for us in FY '21, but we will be holding the events virtually.
Lance Uggla:
Can I add, Jonathan, as we -- one of the things I'd say, Shlomo, that I was quite impressed with is with the -- with virtual events we do have experience running CERAWeek India last year, which we did with positive revenue. And so we're applying that virtual model to the bigger CERAWeek event for 2021. And I have to say that the customer take up in terms of participating on in the events, as well as sponsoring and participating from a commercial perspective, has been reasonable. And so I've been quite impressed with the team's work. I know, they've involved me with some of the discussions in building some of the panels up et cetera. But they're doing a great job and I know they won't be able to produce the revenue they did physically, but they sure are building some momentum to add some revenue, positive revenue for virtual events as well. And let's see how that plays out in the quarter going into next quarter, but they'll definitely have a number. Thanks. Next question.
Operator:
Our next question comes from the line of Hamzah Mazari with Jefferies. Your line is now open.
Hamzah Mazari:
Happy New Year. My question is just on the S&P transaction expected to close second half. Any next steps or milestones, any delays you expect from an antitrust perspective? Are there divestitures you have to do? How long do you expect the HSR process to take, sort of any color around that would be great, Lance? Thank you so much.
Lance Uggla:
Okay. Well, first off, our expectation is that it will close in the second half. We don't see anything specifically. That's going to create any substantive hurdles. So all the hurdles that we knew going into it in terms of the business overlap within our Platts and Opus's businesses are there, and the teams are working to address those. And so my view is, there shouldn't be any significant roadblocks or hurdles. We'd expect to close in the second half and expect the teams to work with the regulatory bodies to determine the precise nature of the overlap of any assets, which is substantive is insignificant in terms of size across the transaction. I don't know, Jonathan, anything else you want to add or is that …?
Jonathan Gear:
I think you have it right, Lance. We've already started engaging with the government regulators, it's a very positive engagement there. And I mean, as Lance said, I just reiterate what he said, we see no surprises this year. Given the size of this transaction, it of course requires appropriate review by government agencies. But there's nothing I think that we see, nor have we heard any feedback that would cause us any concern. And it's just the nature of the size of it, I think it will be second half completed.
Hamzah Mazari:
Thank you so much.
Lance Uggla:
Excellent. Next question.
Operator:
Our next question comes from the line of George Tong with Goldman Sachs. Your line is now open.
George Tong:
Hi, thanks. Good morning. Diving a bit deeper into transportation, you expect organic growth to be in the 12% to 15% range in 2021. And you mentioned dealers are performing relatively well. Can you elaborate a little bit more on the health of dealers and OEMs? And what needs to change at the customer level for you to hit your targets? Also, can you discuss a bit whether you've seen any negative impact from the full reversal now of earlier pricing concessions and transportation?
Lance Uggla:
Edouard?
Edouard Tavernier:
Yes. Hi, George. Thanks for the question. So in terms of what we've assumed in our forecast in our plans is a continuation of current rates, right, which means a market in the U.S is probably down roughly 10% year-on-year. It means continuing challenges with inventories and it means by and large, significant volumes of both used cars and new cars and most dealers remaining open, even if there are kind of local business restrictions. So we have factored in all of those risks. And we can execute on our plan and our forecast within the current market environment. In terms of what we're seeing in the dealer market and signposts about the health, I would say a couple of things. Like, in the end, many dealers had a very strong 2020 because even though volumes were down, because they have to lower costs and because inventories were very low, the margins by and large, were high and dealers remained profitable throughout 2020. So in fact, most dealers are in pretty good shape coming in into 2021 and expects to remain in pretty good shape. They expect prices to remain pretty solid throughout the year. What they do see is uncertainty, right, and that uncertainty means there is risk. It means they're not bringing in all of the costs back into the dealership. And it means that there may be some ups and downs throughout the year. By and large that is the market environment we are seeing today, and that is the environment in which we can execute on our plan. George, that was the first question. Can you just remind me what the second question was?
George Tong:
Yes. If there has been any negative impact from the full reversal now of pricing concessions?
Edouard Tavernier:
Yes, it's a great question. Thanks for asking it. So I think we mentioned on the Q3 call, that as we were removing the pricing concessions, we would be tracking the retention rates very, very closely through Q3 and Q4. Well, the great news is, it remained very, very strong, right. So our cancellation rates have remained low, even as we took out the option to suspend service and we're very happy about this. If you remember back in Q2, when the crisis struck, we said, the most important thing for our business is to make sure that when we come out of the crisis, we come out with customer relationships that are even stronger than they were coming into the crisis. That's why we made hard decisions. That's why we took the short-term kind of revenue hit because we believe that we had to do to get through the pandemic. I think we're coming out of it in the right place with very strong customer relationships with critical products and with high retention rates.
Lance Uggla:
Thank you, Edouard. Next question.
Operator:
Our next question comes from the line at Jeff Silber with BMO. Your line is now open.
Jeff Silber:
Thank you so much. I've had a few investors ask me this question, so I'll just ask you. Can you talk a little bit about morale and internal turnover at your company since the merger announcement, especially in light of last month's announcement of the new divisional structure for the combined company? Thanks.
Lance Uggla:
Okay. So, no, it's a good question. So there's not a lot of product sales, management overlaps in terms of the products and services that both companies offer. And we have a lot of opportunity for revenue synergies, where we're going to have to apply new people to work on the new opportunity sets. So therefore, the synergies come across all of the shared services. And of course, in a merger like this, we put in retention in order to keep the team's well motivated, intact with performance, successful performance, related retention that ties into us executing the deal really well. And that goes across the executives, including myself that will stay on post closing to help make sure the deals have success. And other people across the shared services that may not be having long-term roles, but their short-term roles are very important and therefore we structure in compensation to help make that happen. I have to say, as we went into the end of the year, post the merger announcement, we really had -- and the pandemic, we've really been operating that the absolute highest satisfaction levels in the firm that we've ever had. It's been a real pleasure, motivating people through the pandemic, getting the teams working on, running the company in a tough time doing the merger. And post the merger, we've announced our hub platform, JV with CME, our Cappitech acquisition, there's no stopping. And this is the company that's going into a close of a merger in the second half. We're still doing the things that IHS Markit has been designed to do and does very well. And so, no, I'm very pleased with how everybody has responded, the morale and how we're treating employees that may be without a long-term job post the close.
Jeff Silber:
Can you disclose the dollar -- Oh, I'm sorry. just the [multiple speakers]?
Lance Uggla:
The dollar amount of the synergy?
Jeff Silber:
Of the retention. Yes, the retentions.
Lance Uggla:
Yes, I think it's all done. Jonathan, do you want to talk whatever has been disclosed there?
Jonathan Gear:
So then that was -- I was over talked obviously. The dollar amount of the retention on fees.
Lance Uggla:
Yes, please. Yes, our total retention pools across the two companies.
Jonathan Gear:
Sure. So we created a $60 million retention pool, which we had announced at the time of the merger. And that's a cash pool being used to retained that jobs, which could potentially be at risk. Now, I'll emphasize potentially, as you can imagine, you do a merger like this, a lot of excitement at the individual level, people worry about what it means for me personally. And that retention pool really allows, as Lance said, it basically buys time for people to kind of see what their future looks like kind of going forward and kind of derisk the delivery of this year. But the $60 million pool which we've -- which we began to roll out shortly after announcing the merger.
Jeff Silber:
Okay. Appreciate the color. Thanks so much.
Lance Uggla:
Thank you. Next question.
Operator:
Our next question comes from the line of Andrew Nicholas with William Blair. Your line is now open.
Andrew Nicholas:
Great. Thank you. I was hoping you could speak a little bit more to the Hub announcement you made last week, certainly a handful of major players coming together for that initiative. And so I'm wondering if you could speak to the specific set of middle and/or back office solutions the company is targeting? I think there's already a handful of skilled players in that space, so I want to make sure I understand where and the asset manager operation stack hub plan to play? And then also how hub will be differentiated versus some of the incumbents in that space. Thank you.
Lance Uggla:
Right. Okay. Well, hub initiates out of two very large customers that were looking at opportunities to create efficiencies with respect to technology going forward. And those were announced in the press release PIMCO and Man Group. And they have a very close relation given the PIMCO CEO, was formerly the Man Group CEO. So close relationship and both CEOs looking at the forward use of two new technologies to create efficiencies in the total cost of ownership of the solutions that they're needed. And so Hub's initial job is to build a foundation of client transaction and reference data, storage for the management of the activities of the middle and back office of an asset manager. So therefore reducing the inefficiencies that happen from using multiple different systems. And you know it -- it's early stage. Microsoft as a partner is, of course, a choice of Azure with respect to the build and advisory on the build. McKinsey, of course, great partner who has worked -- who are working with asset managers who are trying to make their forward technology decisions. And State Street, great partner because they manage the outsourced back office for PIMCO and ourselves, who have a lot of experience that data management and the build out of financial services technologies. So it's really a joint venture of [indiscernible], where we have many, many owners who are going to own a build of a foundation technology, that will help bring asset management total cost of ownership down across the middle and back office functional needs to better manage those datasets. And it will be a platform that connect -- will connect to all the industry administrators over time. Various software assets, OMS, PMS risk management, risk attribution pricing, a real integrated hub, hence the name that looks to reduce the costs of management data with respect to a big asset manager. And the two asset managers that are announced in the transaction, of course, they have a lot of knowledge and IP themselves, and will be putting that expertise to work as we look at the forward plans of Hub. I don't know, Adam, if you want to add anything else, or we can pause there and -- okay, so we'll go for the next question. Thank you.
Operator:
Thank you. Our next question comes from the line of Toni Kaplan with Morgan Stanley. Your line is now open.
Toni Kaplan:
Thank you. ESG is a high growth area and it will be an important part of your future with S&P. And for S&P, we know that their ESG revenue is about $60 million annualized growing at about 40%. How big is your ESG revenue and how fast is it growing? And are there any specific products or areas that you can talk about that you're focused on for this year, in particular? Thanks.
Lance Uggla:
Right. That's a good question, Toni. Our revenues as Doug and I mentioned in the combination are slightly larger, but they're a little bit different than what you'd call the purebred ESG revenues because we don't have an ESG rating products per se, we have a whole bunch of products that really play into the E of ESG, and will be naturally combined and will create synergies with the S&P products. So for example, we have a carbon registry, which is where we’re -- where we have voluntary emissions receipts that are used for carbon offsets. We also build carbon auction platforms Costa Rica, California, Quebec, to name a few. And those auction platforms for pricing of carbon locally in a state or a region or a country are increasingly important and we'll continue to build those out. And then within our energy and transportation businesses, of course, we have a lot of geo-location data around all the energy-related assets, which are important to the climate discussions going forward. We have a lot of data with respect to some of the land use around agriculture. We have, of course, knowledge of the tailpipe emissions of all the automotive fleets. So we have these, what you would call is within all of our businesses, we have parts of the E of ESG. And when we combine that with the ESG rating services, the Trucost, the RobecoSAM's of S&P Global, we start to have a much more significant circa $125 million to $150 million of kind of base revenues that need to be brought together and then continued to grow at double digits. Doug has mentioned the 40% publicly. We've never really talked about our growth rate, but it's also strong double digits.
Toni Kaplan:
Thank you.
Lance Uggla:
Thanks, Toni. Next question, maybe our final one.
Operator:
Our last question comes from the line of Andrew Jeffrey with Truist Securities. Your line is now open.
Andrew Jeffrey:
Thank you. Good morning. Appreciate you squeezing me in here at the end. Lance, actually wanted to ask a question about financial services, which has been such a steady business for you and specifically in solutions and Ipreo, can you give us an update on sort of performance of alternatives broadly? And then I wonder, if you might talk a little bit about a couple of trends. And I wonder if you're participating here, if you have any thoughts, and those would be Bitcoin, and the emergence of SPACs as funding vehicles, are those areas where you think Ipreo can monetize over time along with alternatives?
Lance Uggla:
Now, those are both good questions, and I'll start and then Adam can conclude. So first off, our financial services business has proved even through this tough year of the pandemic to provide us strong mid-single-digit recurring revenue growth. And I don't see that waning going forward. And I think with the synergies has an opportunity to accelerate. Ipreo, as an acquisition and now hopefully embedded part of our financial services business is accretive to our growth. And it's accretive to our growth, because of the market activity that occurred this year through the pandemic, but equally the alternatives business, which brings me to that second part of your question, which is I think we're one of two platforms that significantly plays in the alternative space, private equity, private debt and the provision of services that will help the GP LP relationship managed more effectively. And that strong double-digit growth for us, whether it's valuations, whether it's reporting, whether it's our new index JV, we've got some real exciting growth assets and ones that we can continue to build on. We don't have any plans at the moment, I don't know about S&P Global, but ourselves. With respect to Bitcoin, maybe Adam is going to correct me in a moment but I'll leave him to do so, but not that nothing big and significant. Of course, we have every millennial that works for us, thinks we should have a major pricing data services, software, in participation around a marketplace that is really legitimizing itself. So we've got to take it seriously. And so, I expect pricing and data services, et cetera that we normally would provide any OTC pricing or contracts, those types of things, we'll be looking to value and participate. The second part, which you mentioned was facts. Well, to me, facts are just another form of a new issue. So therefore the Ipreo teams through their activities, stay on top of all the new issuance. And so as SPAC participates into the marketplace, if there's any follow on equity activity, et cetera, of course, they would be participating. But in terms of this setup for management, that's not something that we do. But I imagine the data sets, et cetera will be ones as they continue to grow that we've got to keep track of. Adam, do you want to add anything else to that?
Adam Kansler:
I think you covered things well, Lance. Maybe two quick comments. First on the Ipreo acquisition, I mean that really is fully integrated today. So we don't look at it separately, but each of those businesses is continued to perform really well, really providing central market infrastructure in a couple of places in highly volatile and really complicated financial markets over this past year, and it performed incredibly well and brought transparency and enhanced capabilities. And that includes, you mentioned SPACs, the level of issuance in the SPAC market, many of those transactions, again carried through our platforms. In the alternatives segment of that Ipreo business, combination with our existing capabilities like valuation, data management, the expansion into credit asset classes has proven to be consistent with where the markets are going. The increased flow of capital into those spaces, has positioned those businesses well to be market leaders in providing portfolio management tools, risk management tools, in particular data management tools. We go forward to both GP and LP community, those businesses have grown well up into the double digits over this past year. And we see that for the next several years ahead. And the last point I'd make is around crypto. Though not a singular focus for us, we obviously are responding to our customers needs to be able to value those products. You'll see last November, we announced a partnership with a firm called Lukka. We have several other tactical partnerships, so we do collect a lot of different pricing and reference data and other valuation information around cryptocurrencies in order to help customers value portfolios that may include cryptocurrencies. So it's an area we'll continue to focus not just on the valuations side, but probably even moving into the index side and near future as well.
Lance Uggla:
Okay, thanks. Thanks, Adam, and thanks everybody for your questions today. I'll turn it back to the Eric, operator.
Eric Boyer:
We thank you for your interest in IHS Markit. This call can be accessed via replay 855-859-2056 or international dial-in 404-537-3406, conference ID 8089142, beginning in about 2 hours and running through January 20, 2021. In addition, the webcast will be archived for 1-year on our website. Thank you and we appreciate your interest and time.
Operator:
Ladies and gentlemen, this concludes today's conference call. Thank you for your participation. You may now disconnect.
Operator:
Ladies and gentlemen, thank you for standing by and welcome to the Third Quarter 2020 IHS Markit Earnings Conference Call. At this time, all participant lines are in a listen-only mode. [Operator Instructions] I would now like to hand the conference over to your speaker today, Eric Boyer, Senior Vice President, Investor Relations. Please go ahead.
Eric Boyer:
Good morning and thank you for joining us for the IHS Markit Q3 2020 earnings conference call. Earlier this morning, we issued our Q3 earnings press release and posted supplemental materials to the IHS Markit Investor Relations website. Our discussion on the quarter based on non-GAAP measures are adjusted numbers, which excludes stock-based compensation, amortization of acquired intangibles and other items. IHS Markit believes non-GAAP results are useful in order to enhance understanding of our ongoing operating performance, but they are a supplement to and should not be considered in isolation from or as a substitute for GAAP financial information. As a reminder, the conference call is being recorded and webcast and is a copyrighted property of IHS Markit. Any rebroadcast of this information, whole or in part, without the prior written consent of IHS Markit is prohibited. This conference call, especially the discussion of our outlook, may contain statements about expected future events that are forward-looking and subject to risks and uncertainties. Factors that could cause actual results to differ materially from expectations can be found in IHS Markit’s filings with the SEC and on the IHS Markit website. After our prepared remarks, Lance Uggla, Chairman and CEO and Jonathan Gear, EVP and Chief Financial Officer will be available to take your questions. With that, it’s my pleasure to turn the call over to Lance Uggla. Lance?
Lance Uggla:
Okay, thank you, Eric and thank you for joining us for the IHS Markit Q3 earnings call. Today, we will review our Q3 performance, outlook for the rest of the year and provide an update on our 2021 expectations that we introduced on the call in the second quarter. In Q3, we delivered solid results as the markets we operate in have begun to recover at varying speeds. We are positioned to deliver results for the year that include recurring organic revenue growth, strong margin expansion and double-digit earnings growth on a normalized basis. As a company, we have used the COVID environment to become more efficient by rethinking how we collaborate, service our customers and innovate. We have adapted to a virtual work environment and are effectively utilizing technology to connect in new ways with colleagues and customers. We expect this experience to have permanent changes in how we operate going forward, including more flexible work arrangements, a reduced office footprint, less travel and increased productivity. The early cost management as a result of COVID accelerated some longer term actions that have enabled us to actually increase our overall investments in growth-related activities during 2020 over prior years. This gives us further confidence in our ability to achieve our organic growth commitments in 2021 and beyond. Let’s move on to the quarter’s results. When we speak to normalized results, we will be excluding the impact of the aerospace and defense divestiture [chains] [ph] on growth rates for adjusted EBITDA and adjusted EPS as well as the Q3 biennial BPVC on organic revenue growth. Let’s look at the financial highlights in the quarter
Jonathan Gear:
Great. Thank you, Lance. Diving into Q3 results, we delivered revenue of $1.07 billion, which represents an organic decline of 1% and total revenue decline of 4%. Normalized organic growth was 0% with recurring growth of 2%. Net income of $163 million and a GAAP EPS of $0.41. Our adjusted EBITDA of $486 million, an increase of 9% on a normalized basis with a margin of 45.3%. This represents a margin expansion of 460 basis points and we also delivered adjusted EPS of $0.77, an increase of 16% on a normalized basis. Moving on to revenue, our Q3 normalized organic of 0% included recurring organic growth of 2% and a non-recurring organic decline of 22% or 18% normalized. This decline in non-recurring was primarily driven by three items, slower delivery of software implementations driven by COVID, continued lower OEM auto activities and finally lower energy consulting and software sales. Moving on to segment performance, our financial services segment drove organic growth of 4%, including 5% recurring in the quarter. Information and solutions in particular has strong performances delivering 4% and 7% organic growth, while processing had an 8% organic decline due to the expected lower volumes year-over-year. Within processing, we do expect a return to growth in Q4 and for the year to be in low single-digits. Our transportation segment delivered organic growth of 0% in the quarter. This included growth of 5% recurring as pricing returned to more normalized levels for our dealer customers and a decline of 12% in non-recurring, primarily driven by continued delays in digital marketing and recall. Our resources segment had 9% organic decline, which is comprised of 5% recurring decline and 39% non-recurring decline. Q3 organic ACV decreased by $34 million in the quarter and our trailing 12-month organic ACV is negative 6% and has been heavily impacted by challenges in the North American energy market as Lance discussed. Our CMS segment delivered 1% normalized organic growth per BPVC, including 2% recurring and a decline of 12% normalized non-recurring. Moving now to profits and margins adjusted EBITDA was $486 million, up $33 million versus prior year. Adjusted EBITDA grew 9% on a normalized basis, with a margin of 45.3%, up 460 basis points. Moving on to our segments, financial services adjusted EBITDA was $226 million, with a margin of 50.7%, up 430 basis points. Financial services margin was driven by strong revenue flow-through benefiting from our Q2 cost reductions. We do expect some moderation in financial services margin in Q4 due both to increased investments and a shift in product mix. Transportation’s adjusted EBITDA was $154 million, with a margin of 51.4%, up 880 basis points driven by a return of dealer revenue and a slower return of variable cost. We do expect margins in Q4 to moderate as expenses tied to revenue come back with a return of growth and also increase investment spending, which will drive future growth. Resources adjusted EBITDA was $86 million, with a margin of 41.5%, a decrease of 230 basis points and CMS adjusted EBITDA was $31 million, with a margin of 25.7%, up 330 basis points. This large increase was driven by the rationalization of a TMT product group, post a divestiture and cost control measures across product design and ECR. Our adjusted EPS was $0.77 per diluted share, an increase of 16% on a normalized basis and 15% in total and our GAAP tax rate was 20% with adjusted tax rate of 18%. Moving on to Q3 free cash flow, we delivered $339 million. As a reminder, our trailing 12-month conversion rate has been impacted by several non-recurring items, including the following. A one-time tax payment in Q4 2019 associated with changes in the U.S. tax provisions. The settlement of our U.S. and UK pension plans Q1 payroll taxes associated with the exercising of a majority of their remaining outstanding options and finally one-time cost tied to the cost reduction efforts in Q2 of this year. Turning to the balance sheet, our Q3 ending debt balance was $5.0 billion and represented a gross leverage ratio of approximately 2.7x on a bank covenant basis and 2.6x net of cash. We continued to manage our balance sheets to provide liquidity and flexibility. We closed the quarter with $157 billion of cash and our Q3 un-drawn revolver balance was approximately $1.182 billion representing a great liquidity position. Our Q3 weighted average diluted share count was 401 million shares and reflected the pause of our repurchase program, which we announced in March. As we indicated during our Q2 earnings call, we did anticipate and expect to return to share buybacks and we announced a redemption of this program in August. We subsequently launched a $200 million ASR on September 1. Moving on to guidance, we remain very confident in our 2020 ranges. We are now trending to the midpoint of our revenue range of $4.28 billion to $4.3 billion. This represents a normalized organic growth rate for the year of between 0% and 1% led by recurring organic growth of 2% to 3%. On adjusted EBITDA, we were also trending to the midpoint of our range of $1.825 billion to 1.835 billion. This represents a margin of 42.7% and applies quarter-over-quarter contraction as our variable costs are reintroduced due to the improving revenue and also due to increased product investment. For adjusted EPS, we are trending to the high-end of our $2.76 to $2.78 range, which represents 10% year-on-year growth. And finally, we do expect free cash flow to run at 50% of adjusted EBITDA. And now, I will pass the call back to Lance to talk about 2021.
Lance Uggla:
Okay, thanks, Jonathan. 2020 has been really an unprecedented period for operating a global information services company. And consistent with Q2, I want to provide comfort in the return to normal in 2021. So as usual, we will provide our formal guidance in November, but remain comfortable with the overall 2021 framework that we have already provided you on our Q2 call. The one item to point out is our decision not to hold physical events in 2021 and to move to a virtual model, which we have talked about as a possibility on the last call. Overall, we are looking for a strong year in 2021. Let me tell you what that includes. So, organic revenue growth of 6% to 8%, so that now accounts the lack of physical events, so strong organic revenue growth in 2021. In financial services, be in line with the firm’s growth still in the 6% to 8% range, transportation organic growth, we are now looking at 12% to 15% as we finished 2020 stronger than expected, although the absolute revenue that we are going to have, the amount of that revenue remains relatively the same, resources organic growth of down low single-digits to account for the events and CMS in the mid single-digits. For adjusted EBITDA and adjusted EPS, the ranges remain the same, which imply 100 basis points of margin expansion and 13% to 15% earnings growth. In closing, I feel very good about how we are managing the COVID challenges, while continuing to make the right long-term decisions for the company, shareholders and the communities that we operate in and serve. Finally, I want to thank our shareholders for their support and our colleagues around the world for their continued efforts during these unique times that we find ourselves managing through. So now operator, we are ready to open up the lines for questions.
Operator:
Thank you. [Operator Instructions] Our first question comes from the line of Gary Bisbee with Bank of America. Your line is now open.
Gary Bisbee:
Hey, guys. Good morning. Good to see you...
Lance Uggla:
Hi, Gary.
Gary Bisbee:
…rebound, particularly transportation revenue, I guess my question is around the fiscal ‘20 guidance and I heard your commentary about spend beginning to come back. But if we look at revenue, EBITDA and earnings, in all three cases, it implies not a lot of sequential improvement in revenue growth and sort of in a big step up in cost sequentially. I guess anymore color you can provide and really as we think about margins, any color you can provide on the level of permanent cost savings that have come out of your initial comments plans on that versus what was sort of deferred spending, we should see coming back? Thank you.
Lance Uggla:
Right, right. So, well the costs that we don’t see coming back in 2021. So let’s start off any offices that we closed, of course those are permanent closures. And as I said earlier in the call, we continue to reexamine our forward footprint and we do see with the flexible work arrangements that we feel will carry on forward, we can reduce our footprint and so we will continue to protect those fixed costs that have come out and we will add to that. The second big move that was made through COVID was the move from contract based employees into permanent employees and we used the COVID period to provide that organizational design and change and those are permanent savings that aren’t going to come back at lower – just lower cost per head, and so those are – that would be the second place. The third place I would say is that some of the variable costs with respect to travel and entertainment that have come out this year, we would expect some of those to return but not all of them and maybe less than we had originally thought. So, we see a continued reduction there in terms of that overall spend. Where else, where we have done, where we have made moves on salaries, those types of moves, we have started to bring some of the salaries back to our employees. And as we go into next year, ex the top executives of the company, myself and the reports, I would expect those to be back to normal. And so I don’t know Jonathan, any other fixed takeouts? I would say generally one last one before I hand it to Jonathan, I would say that organizational design, so our ability to flex our global location strategy has been a permanent change that I just think in this COVID period through attrition and the early works done in our investment strategies throughout the year, the teams have really pushed our location strategy and those are permanent reductions in average head cost - average cost per head globally. Jonathan, do you want to add anything that I missed there?
Jonathan Gear:
Yes, sure thing, Lance. So first, it’s, I mean, you covered it well, but the two things I would add is when we think about the cost reductions we took in Q2, three categories, there is a fixed cost, which are gone permanently, and as Lance said is this perfect opportunity or this future opportunities to continue to work our cost structure, there is a natural variable cost that comes with revenue going up and down. And the third is the revenue that we – are the variable costs we chose to kind of squeeze up – squeeze down quite a bit in Q2. And what happened in Q3 is a good news story frankly is the revenue, particularly in transportation came back faster than we expected and faster than as been our ramp back on that variable cost that we have squeezed. The other thing I would call out is investments. We did open up some additional investments starting in Q3 heading into Q4. It certainly will benefit us in 2021 and beyond. But Gary, when it comes back to when you see in Q4, you are going to see the margin at the second level come down a bit really is the fact that our revenue performance was a bit better in Q3 than we expected certainly in transportation.
Lance Uggla:
Hey, thanks, Jonathan. Next question?
Operator:
Our next question comes from the line of Manav Patnaik with Barclays. Your line is now open.
Manav Patnaik:
Thank you. Good morning. Lance, you have talked a lot about some of the structural changes in your cost base. I guess what I was wondering is in terms of other items, whether it’s your portfolio mix or maybe try to convert some recurring revenue to subscription, are there any other things there you feel like structurally you need to change in the business?
Lance Uggla:
No, I think the – I think when you look at the energy markets, I think you have got just to look forward into 2021, then we have got a negative mid single-digit this year and we are talking low single-digit next year. I really think you have got to look at the supply and demand around the energy markets. So, upstream will remain under pressure, you are going to have lower CapEx and you are going to have some bankruptcies. So, my view is the $600 million of upstream revenues is the only place I feel is structurally challenged as we go into 2021 and the remaining $400 million of energy should be expected to grow high single-digit 7% to 10%. So, my view is that – that’s something that we are going to have to manage through in 2021. The team has done a great job this year in terming out about 50% of the revenues to multiyear contracts. But in that discounting, some of that will flow into ‘21. They have managed bankruptcies and most importantly, they have stepped up for our key customers and helped them through a tough period. So, I actually think the energy guys really had to work hard this year to deliver the results they have delivered, but structurally, they still will be challenged on that $600 million, out of our whatever $4.6 billion, that $600 million is going to still be challenged next year, but the downstream and renewables and agriculture and OPIS and chemicals, all are healthy, recurring revenue growth expected and overall ACV positive. So, I am pleased with the performance there. Outside of that, we have managed our portfolio well. We have increased our investments in all other parts of the business. And so when I lay out the 6% to 8% organic growth yet next year margin expansion flowing through to 13% to 15% EPS growth, I feel like we are in a really good position looking forward in 2021. And hence a complete lockdown, which would bring the new car market in automotive and the dealer footprint, constrained. Ex that, my view is this we have given you a real good look into ‘21 and throughout ‘20 we have given you the revenue guidance. We have told you what we are going to do on expenses, we managed earnings, we told you what’s going to go into 2021. And so I really feel the team has done an exceptional job here and set us up great for ‘21, so no real big changes to our normal operating plan. Jonathan, do you want to add, I think that covered most of it, anything else? No, okay. Next question?
Jonathan Gear:
I think you covered it, Lance. Thanks.
Lance Uggla:
Okay, thanks. Yes. Next question.
Operator:
Thank you. Our next question comes from the line of Bill Warmington with Wells Fargo. Your line is now open.
Bill Warmington:
Thank you. Good morning, everyone. So on…
Lance Uggla:
Hey, Bill.
Bill Warmington:
On annual – on annual contract value for energy, I wanted to ask in terms of the – it sounds like you made a number of improvements on that segment shifting upstream clients to longer term contracts. You are talking about 2021 low single-digit negative organic revenue growth for resources. I wanted to ask what you thought the trajectory of the curve was going to look like for the annual contract value growth and it tipped negative to minus 6% this quarter. When do you think it bottoms and starts moving up?
Lance Uggla:
Yes. Brian, do you want to move up Brian on here? Brian, do you want to handle that one? You are not – you are muted, Brian.
Brian Crotty:
Alright, sorry about that. So Bill, when you look at ACV, right now through the quarter, our upstream group is showing negative ACV, but all the other groups are already showing positive. So, we see a lot of strength in our especially in our clean-tech kind of gas business, good demand for LNG analytics, good demand in plastics and that’s just going to continue through FY ‘21, Lance mentioned bankruptcies, there is also closures that also have been affecting upstream ACV. So, in addition to bankruptcies, you had about 40 companies that have also just shutdown. You saw yesterday, Devon merged with WPX. So, those are factoring into the ACV, but the companies that went into bankruptcy are also coming out of bankruptcy now. So you have companies like Denbury, Whiting Sanches, those companies are now emerging and they are buying our services.
Lance Uggla:
Thanks. Thanks, Brian. No, I think the energy guys have, really managed that shift in business from upstream into the mid and downstream. And we just got to continue to do that. Here. We have got great customer relations, very deep. All customers, you heard shell announcement yesterday in terms of energy transition, and their focus, you heard BP talk about their net zero targets and where they are headed. We have got a lot to offer customers in and around clean tech renewables. And so my view is, is if I look at the TAM, for non fossil fuel driven energy analytics, data, scenario analysis, climate scenarios, ESG, my view is, we are the best firm in the world positioned to drive revenue growth into those segments as we go forward. So all I can tell you is I expect the mid and downstream to grow high single digits to double digits. And I expect that the upstream will wane through ‘21 with recovery into ‘22 and beyond, from a much lower base. And so really, we got to be the architects of that shift in change. But we have done this before, and it, the upstream is $300 million, less than $300 million of data now and about $300 million of analytics and thought leadership so it’s not that it’s not a big problem for the overall firm, but it is a challenge for Brian and his team and they are doing a great job. Next question?
Operator:
Thank you. Our next question comes from the line of Jeff Meuler with Baird. Your line is now open.
Jeff Meuler:
Yes, thanks and good morning and first fully recognize your two largest segments performed well. So apologies for piling on with another resources question. But the magnitude of the step down and recurring was pretty sizable relative to what we usually see in a subscription based business. So I guess what I am wondering is, are there temporary pricing concessions that quickly come back in resources like you had in transport? Because normally, when I think about trading off for longer term contracts, it’s more that you get the annual price escalator that kicks in, as you trip over on an annual basis. So but are there temporary pricing concessions or anything else you could say? And then, yes, I guess just to clarify, Lance, is the guidance for the outlook for 2021 resources. Is it down low single digits? I think I heard you say that on the call, it’s down single-digits down?
Lance Uggla:
Down low, yes, down low single-digits. So one, two or three to me would be low single-digits in terms of a negative number. And so let me go to the first part of your question. So, I guess, well, first of all, I wouldn’t compare what’s going on in the energy markets to anything anywhere else in the firm. So transportation, here recurring revenue – we have had declines in some non-recurring revenue like recalls. So, government regulatory pressure has waned through COVID and therefore the recall agenda has been slowed down, but in the future, we expect recall to be an active part of our business and we will take the lion’s share of that when it comes our way. The second thing we would say is that with less cars on the lots and less cars being manufactured in ‘20 deal the cars in some ways, I hate to say sell themselves, because there is a lack of supply and therefore easier to sell the cars, less money spent on marketing and audience building. That’s a short-term issue. And then in the used car market, we have seen that accelerate back and all other products showing good demand, our forecasting and ability to deal with shifts in types of cars being manufactured and drive trains, etcetera position us really well. So, don’t compare energy with automotive or transportation. When you get into energy, I really think if you are sitting in my shoes today, I think of this very simply. We got whatever $4.6 billion, $4.7 billion of revenues in IHS Markit. I take it down to the $600 million of upstream, which is less than 300 of data and pre-merger was more than 400. This data in upstream, the declining market and it’s going to find its base and grow from there. So, in our 3-year contracts, after year 1, we put in 7% to 8% growth on average into those datasets. But this is miniscule in the picture of IHS Markit. So, it’s not a dial mover, it helps, but it’s not going to move the dial. So, I think you have to take that $600 million of data and say, okay, number one, the world as long as anybody is on this call is going to live plus all your children are still going to be using fossil fuels. So, we do have $600 million of revenue that’s going to support that piece of the world economies. So, whether it’s 70 million, 80 million or 100 million barrels a day, we need fossil fuels and nobody is connecting, turning on their lights getting to work moving around without some piece of their – the world’s needs in fossil fuels. So, we are going to find our home in data somewhere around $200 million, $250million will be the world leaders will continue to support all of our customers and we are going to help them and leverage that position into energy transition and I feel really lucky that we have got financial markets, transportation and energy right at the core and the epicenter of decisions that are going to happen to drive the energy transition and the beyond zero, net zero world that we are heading to. The second thing I would say is the existing players that remain. So, all the sovereign oil companies, big national oil companies that still have committed resources and of course the small entrepreneurial exploration activities need help in analytics, cost management, they want the thought leadership, they want to understand pricing, forecasting, etcetera. So, I think that our analytics, so the non-data piece of upstream will wane a bit into ‘21 through bankruptcies in difficult times, but again should return to a more normalized, whereas high single-digits, but I would say looking forward, I think of 3% to 5%, mid single-digit growth. So net-net, take the whole firm, you’ve got to take resources, the billion of revenues next year, put it at low negative single-digits and expect it to be low to mid single-digits in ‘22 led by the continued transition both organically or through bolt-on acquisitions that are going to drive our future energy growth and that’s it. That’s how I am running the firm. That’s how the team has been instructed to manage the challenges. And when I put that together across the whole firm, been there before and we just got to execute well. I have got a great team. We have got great customers. And I think from a shareholder perspective, we do exactly what we tell we are going to – we tell you we are going to do and therefore you have got great transparency into our capabilities. Next question?
Operator:
Our next question comes from the line of Kevin McVeigh with Credit Suisse. Your line is now open.
Kevin McVeigh:
Great, thanks. Hey, Lance or Jonathan, as you walk through some of the expense savings, some of that sounds obviously more structural as you think about, does that come to talk to potential increases to come to that 100 basis point target or do you reinvest that back into the business, which would kind of fuel organic growth or a combination of both. Is there anyway to maybe frame what that potential can be and how you redeploy it across the enterprise?
Jonathan Gear:
Yes. Well, COVID, given us a real great vision into our cost footprint in terms of real estate, in terms of where we can hire people to effectively do the jobs in the company, so what’s the location and our ability to actively manage 16,000 people working from home. And I guess nowadays, if somebody is in New York City, in the Finger Lakes, working in Taos, New Mexico or in their summer home in south of France, I can’t really tell anymore, their backgrounds or walls mostly or fake backgrounds, where they want to quote one. And so really we have become experts at managing in this virtual new world and that’s given us a chance to really look at our forward organizational design and I believe through attrition, so not having to let people go. But just managing attrition and managing a forward location strategy, leveraging technology, there is no issue with us thinking that we can expand 100 basis points per annum. Now, your second bit is can you have more and my view is an information services company that’s diversified like we are and diversified means that if you do five things, usually one out of the five is you have got to be focused and it’s a bit challenged and we have always had that. My view is, as we can grow steadily at mid single-digits, 5% to 8% or 6% to 8%, I really feel good about our ability to manage our revenue levers, but they all include services that over time wane in growth as they become saturated and those products end up falling to 2% to 3%, 1% to 3% revenue growth, see, you have got to be fueling the new growth products. So, investment is key. This year, we have invested $7.5 million more than we invested in the previous year in what we call investments in organic growth, both within each of the divisions, but even layering some additional expense over top. So, the teams got to invest. So my view is as I look forward, I don’t really want to expand margin faster than 100 basis points if it’s ever going to cost me a slippage on organic growth below 5%. So, therefore I want to invest, make sure that we push to the high-end of our organic revenue growth range, do it consistently, invest smartly, measure our approach and you know what 100 basis points margin expansion is good margin expansion and it helps us give you double-digit earnings growth that you can expect for the next 3 to 5 years. And I guess at merger, we were negative 2% to flat on revenue growth and 0% to 2%, 2% to 4%, 4% to 6%, 5% to 7%. We made a couple acquisitions, we pushed to 6% to 8%, haven’t missed a thing. We promised 100 basis points every year, you never missed it, promised double-digit earnings growth every year. So, the fact is, is just expect that’s what we are going to do and we will manage through the $600 million of resources challenge, put it behind us drive on grow the new business organically and make sure that we deliver the returns, a vibrant company service our customers well, I think all the metrics are strong and bode well for ‘21. Next question?
Operator:
Our next question comes from the line of Andrew Steinerman with JPMorgan. Your line is now open.
Andrew Steinerman:
Good morning, Lance. I wanted to hear more about Ipreo, which I know is now sub-segment into solutions and info. How did Ipreo contribute to organic revenue here in the third quarter and should Ipreo still have a double-digit organic revenue profile over the medium term and why?
Lance Uggla:
I will start. I think Adam is on with me, not sure, but I will start and then if he comes on he can join in with me. Okay. So first off, alternative markets, super strong private markets growth, we have got the leading asset in that space, Andrew. And as far as I can see forward, we are going to grow double-digits in that alternative space. So a piece of that came from Ipreo, which was the eye level piece. We were already doing valuations. We were already doing private debt markets, WSO compliance etcetera. So that net-net altogether, I don’t see any of that waning. And if anything, we are continuing to build into that. On the actual volumes across munis, equities, fixed income in terms of the Ipreo businesses and the corporate solutions, I will let Adam give you some color on. Adam?
Adam Kansler:
Sure. Thanks, Lance. Just maybe as a starting point, we have deeply integrated Ipreo into our businesses at this point. So, we are not forward measuring organic growth within that subset of business part of a much larger whole. Performance has been good over the years, as Lance mentioned, capital markets continue to be open volumes have been strong there. The private markets business is growing at or above our expectations of it. So I think we continue to see it as a large contributor to our growth and I think even looking out farther we think those areas will [Technical Difficulty]
Lance Uggla:
Adam, in my remarks, I called out munis in the quarter, like just in terms of volumes, how are the muni markets through this year?
Adam Kansler:
So municipal markets have been strong as local governments look to address their own capital requirements and low interest rate environments. Most municipalities have looked to refinance their debt and those have been very strong markets over the last 6 months even. Equities markets, that will just get us obviously that’s all when the COVID pandemic first hit, but as everyone on this call knows over the last month, we have seen accelerated equity markets again and we are seeing extended volumes there and the equity markets are one where volume is helpful for us. Lot of those relationships are volume dependent, for good reason so…
Lance Uggla:
Okay, good. Thanks, Adam. Next question?
Operator:
Our next question comes from the line of Ashish Sabadra with Deutsche Bank. Your line is now open.
Ashish Sabadra:
Thanks for taking my question. Congrats on the solid quarter and good to see the rebound in transportation. And Lance thanks for providing the details on the CARFAX for Life. Maybe if I can have a two-pronged question just on the auto dealership, you have introduced a lot of new products recently over the last few years. Can you just talk about the penetration for, let’s say, AMM or carfax.com in your existing dealer customer base, how much room runway do you have and how do you accelerate that? And then quickly on the OEM side, you provide some good color there on the recall and digital marketing, when should we start to see that come back as well? Thanks.
Lance Uggla:
Okay, good. Well, I have got Edouard on with me. Edouard, do you want to take that one?
Edouard Tavernier:
Yes, Ashish, thanks for your question and great point. So, we do work with a vast majority of dealers in the North American market one way or the other. The great news is we have a portfolio of products as you mentioned with different levels of penetration for each of those products. So if you take a mature product like CARFAX advantage, then we are approaching kind of maximum penetration. The great news is we have products like CARFAX used car listings or CARFAX for Life, which has plenty of runway and which we see growing for a number of years ahead of us, same story for Mastermind. Mastermind has been growing its penetration rapidly over the past 2 years, but frankly, we still have most of the markets to go after and we are continuing to introduce new offerings like our used car capability this summer, which gives us plenty more growth for the future.
Lance Uggla:
Thanks, Edouard. Next question.
Operator:
Our next question comes from the line of Shlomo Rosenbaum with Stifel. Your line is now open.
Shlomo Rosenbaum:
Hey, thank you for taking my question. So Lance, the clear message over the last several years has definitely been that you are focused on the long-term or sustainable organic growth. And in that vein, can you talk a little bit about the nature of the stepped up investments that you have made during COVID, more of the move towards getting the technology to be cloud-native where you are kind of the 3-year plan and what’s going on with kind of the data lake commercializing just kind of an overall update and where you are in the investments?
Lance Uggla:
Okay, excellent. Okay, so I will break that in two and then if Adam, sorry, if Yaacov wants to come in after me, if I leave anything out on the data lake or our tech journey, be happy for you to add to that Yaacov. So the first thing I would say, is, every year since merger, we have increased the absolute dollars we have spend on organic growth investments. So all of our divisions have, in their regular planning cycle, are incrementally investing in their business. But every year, we also run almost like a shark tank approach to what we call incremental investments that can be above our, or internal rate of return, targets for investing in every year, that number has been higher since merger. So we are getting increasing confidence in our ability to invest, and then execute a result that leads to an expanded organic growth. And I have mentioned a bit and maybe we do an investor day, we could really dig into our internal vitality score. And our vitality score is our measurement of this year’s organic revenue coming from internal investments made over the last three years, or it’s longer than the last three years, they have never been less than double the firm’s organic growth results. So if we produce, 5% organic growth, we would leave it in if it was better than 10%. Because sometimes our investments take a bit longer to come in but if they’re operating at double our firm growth, we feel they are still adding to the vitality of the company. Every single year, since merger, the vitality measurement has improved. The absolute dollars of vitality revenue and the percentage of revenue from vitality has improved. So I feel really good that organic growth investment in IHS Markit has a great cadence and a great story. And it’s really impressive, I was with a reg and compliance head, John Barneson, the other day at a board update on organic, some of the new investments we have made and described the product with circa $1 million of investment over the last year, that’s already has run-rate of heading over $5 million and we will have actual revenue next year of $10 million. Now not every investment we make of 1 million drives 10 million in new revenue. If that was the case, we would be growing at 10%, but the fact is, is the better we get at organic investment, the better this company is. It attracts more – it cracks better people, it’s more exciting to work in, it’s got more of a buzz and people feel they are part of investing in their products with technology to be better. So, I am super happy with that. And I wish I had $50 million every year to incrementally add, but the fact is, we don’t have that, but incrementally, we are continuing to invest at what I would say is a growing cadence, well measured, well managed. The second thing I would say when we merged emerged with IHS Markit and IHS. And after merger you find, you have got technical debt, you have got old technology stacks that you don’t want to just connect to new technology, you actually want to rip them out, throw them away and build something brand new. And that’s been Yaacov’s job. And Yaacov has taken the last 3.5 years building out a world class data lake with a $0.5 billion partnership with Amazon, which puts us completely cloud native. It’s a long-term 7-year deal, which is the data lake is built and now all the products are going cloud-native and the connectivity of all of our key datasets to product development to customers out of the data lake into our cloud-native strategy is changing the profile of IHS Markit substantively. And so those investments are made. They are in our numbers. We have managed to do the CapEx OpEx switch, which is very difficult for companies. We map that into our investments with Amazon. And I just think the team here again, not to keep bragging about them, but this big shifts in info security cloud-native software and data lake architecture, that’s what the best companies in the world are doing and our teams have orchestrated that. Yaacov, maybe you just want to tell our shareholders and our analysts here just a little bit about how you see the journey improving our client connectivity, our organic revenue growth, project development and just anything, maybe 5 minutes that you want to add around our cadence for excellence.
Yaacov Mutnikas:
Thank you, Lance. So, I will just talk about, I will start with the data lake just to give an update on that and if there is time, I will go into technology. So first of all, after extensive internal use of data lake by internal IHS Markit advanced analytics team and some of the business lines, we went to market in May this year, making multi-tenant data lake available to our clients as well as extended our reach to potential partners. We have several sign clients, we have got roughly 15 clients in serious evaluation and we have got 150 active client conversations. We are leveraging our existing broad-based sales force and account management teams in reaching our client base worldwide. We are now building out a multimillion dollar engagement pipeline vis-à-vis data lake and our client. Our client engagements in the context span their financial services, energy and automotive client base since data lake is domain agnostic. We have ingested into the data lake the entirety of IHS Markit structured and semi-structured data, this process is ongoing and it is automated from day one since our data footprint is expanded by way of adding new business domains, e.g., agribusiness and similar. At the end of November, we will release the next version of data lake, which will contain around just shy of 1 million unstructured data items, e.g., research documents and analyst reports that will be catalog, discoverable and curated in a similar way per structured data content. In addition, we will provide some advanced features such as document summarization and other advanced machine learning and AI feature engineering based benefits. This type of functionality forms part and parcel of our unstructured data ingest pipeline. By the end of 2020, we will achieve decentralization and discoverability of our data estate across structured and unstructured data and provide same functionalities to our clients. There is one more step I would like to mention for us to deliver to complete the data lake journey as in connecting relevant the data dots across our entire data estate. So, I will pause here for a moment.
Lance Uggla:
Yes, great, so a lot going on and great question. But key for us has been this tech investment over the last 3 years and we are seeing the results. And I think the team has done a great job. Next question.
Operator:
Our next question comes on the line of Andrew Jeffrey with Truist Securities. Your line is now open.
Andrew Jeffrey:
Thank you. Good morning. I appreciate you squeezing me in here towards the end of the long productive call. My question is high level, Lance, around pricing. And I am thinking about a few areas. CARFAX for Life stands out as a monetization opportunity. I am also wondering about pricing trends and pricing power within your financial services business and broadly, if 6% to 8% of the organic revenue growth goal, is it possible to parse out how much of that is coming from price recognizing that you are pricing for value?
Lance Uggla:
Yes, I think historically, we have always said, 1% or 2% of our overall growth across the whole firm comes from price. And I don’t know if Jonathan if you want to add any further detail on that, but I think that generally when you look across the whole firm, we get about 1% to 2% organic growth for the – related to price. Jonathan, do you want to add to that?
Jonathan Gear:
Yes, I will just be real brief, Andrew. So when you think about our buildup on the subs line, I was going to start the year at 100%, we have cancellations for whatever reason, our renewal rate has been kind of low to mid 90s and then you build up from there. And as Lance said, pricing we do and it does vary by end markets, the condition of the end markets, think about option right now, it’s more difficult to capture the capture price, given the challenges there. But typically about a couple of points that you get from price, the biggest driver really get on the buildup is really on cross-selling and up-selling products and certainly the focus, as we have talked about this call is around introducing – divesting dollars into innovation and driving new products into that customer base and into our channel, but think about just for your modeling purposes about a couple.
Lance Uggla:
Okay, thank you. Next question.
Operator:
Our next question comes from the line of Hamzah Mazari with Jefferies. Your line is now open.
Hamzah Mazari:
Good morning. Thank you. I was just hoping if you could just talk about how you are thinking about free cash flow conversion for next year. I think you are talking about 50% for this year. So any puts and takes to think about around free cash flow for next year. I know you have sort of the EBITDA framework you laid out?
Lance Uggla:
Yes. So 60 to 65, we return back into the 60s, mainly, we had some one-offs this year with the pensions that we posed profitably the teams did a good job there. We had some of the restructuring for COVID. So, the tax costs that were left over from the Trump changes, I think our view is as we go into 2021, we will be back 60% plus. Jonathan, is that accurate?
Jonathan Gear:
It is. And I will just add to it, Lance, as several one-offs this year, those items you mentioned, the pension being a third. And we also had some COVID-related impacts to working capital, working capital typically is positive as we sign a new contract and bill upfront and the support some of our clients took in auto and auto OEMs and energy we have supported slightly different payment terms. But looking forward to next year as we have cycled through, look what happened with our contracts, the one-time items will flush through we expect to be back up to mid 60s next year.
Hamzah Mazari:
Great, thank you.
Lance Uggla:
Thanks, Jonathan. Next question.
Operator:
Our next question comes from the line of Seth Weber with RBC Capital Markets. Your line is now open.
Seth Weber:
Hey, guys. Good morning. Thanks for keeping the call going. Just real quickly on the financial services business. Solutions flip back positive here in the quarter. I know, last quarter, you talked about the pipeline being strong. Do you feel like we have turned the corner here in the solutions business and can you just give us any kind of forward commentary for how your customers are thinking about that business? Thanks.
Lance Uggla:
Yes. No, definitely, installing software solutions through COVID has been strained, but the team did do a good job getting us through 2020. We have a strongest pipeline we have ever had across the business. And Adam might want to add a few details into that picture. Adam?
Adam Kansler:
Yes, thanks, Lance. It is an historically lumpy business. You do see variations quarter to quarter, but we have continued to deliver into that high single-digit and in some cases touching double-digit growth through that group. Over this past year, we have actually been focusing more on larger, more comprehensive relationships with our customers. We have focused our product teams on being able to develop those capabilities, so we could provide customers even more value in larger solutions we are seeing and that’s hard to pull through and Lance talked about an exciting pipeline. Really not just more deals, but larger deals and I think once we get past the COVID interruption, because obviously it interrupts our customers’ ability to do larger implementations, I think as we pull through that, we will see continued acceleration there.
Lance Uggla:
Thanks, Adam. Next question.
Operator:
Our next question comes from the line of Alex Kramm with UBS. Your line is now open.
Alex Kramm:
Yes, hey, good morning. Maybe just to round it out on capital allocation and returns, I don’t think we have touched upon this today. You mentioned the $200 million ASR some folks have reached out to me and said they thought that was a little bit small. So maybe just talk about how you think about buybacks in general beyond that $200 million? And then M&A, you mentioned on the resources you are still thinking about tuck-ins, is that across the board in other segments as well or how is the environment looking for you in general as you think about M&A in this environment and coming out of it?
Lance Uggla:
Okay, no, good question. We haven’t had that one for a bit. So, first off on buybacks, we have committed the 50% to 75%. So that’s – nothing has changed on that. I think you can look forward at us and be thinking $200 million to $300 million a quarter is a reasonable cadence for buybacks. Well, maintaining our leverage, sub three times. I think that leads us, half a billion plus, in terms of bolt on acquisitions, and anything above that would require us to, increase our leverage before delivering again. And so we, are good acquirers we, we make great acquisitions in the past. And we are always monitoring the markets. But if you ask me, the return on invested capital on organic growth, versus acquisitions, I would say when the teams are doing their jobs we should always be going after the organic growth. And we definitely increased our cadence of organic growth over the last, three, four years, so I am pleased that we don’t need to acquire to support our long term objectives. What I would say, is, scale matters. And I feel a lot better about being a $30 billion dollar company versus being a $10 billion company. And I think that scale matters didn’t top difficult worlds that we operate in. And so we have done a great job to grow the company, grow our free cash flow, and then use it accordingly. And so the dividend is great for our shareholders, they like that certain cash flow, share buybacks is another way to pay back. And we think given 50% to 75% of our cash, our cash back to shareholders is a good strategy. And if great M&A is there, we have got ample room for bolt-ons. And we have some room on leverage if we wanted to do something a bit bigger. So I can’t say more than that, except that our strategy of that combination is voted well. And we are very cautious on the return on invested capital of all those different strategic alternatives. And so, if COVID brings the cost of assets down, somewhat, that could be good, but actually are multiple, I would love to see our multiple, two or three turns better. So things look a lot cheaper to us. So that is where we are, I wouldn’t expect any strategic change, short term, but you should expect this to always look at what’s best for the company, and best for the long term goals of the company and shareholders. Next question, we must be getting near the end operator.
Operator:
We do have three questions left in the queue. Our next question comes from…
Lance Uggla:
Okay, we will answer all three of them.
Operator:
Perfect. Our next question comes from the line of Jeff Silber with BMO Capital Markets. Your line is now open.
Jeff Silber:
Thanks so much for squeezing me. And I will be quick. I know you are not giving 2021 guidance towards year end, but if we look at the quarters and using your outlook for the year, does it make sense that you will see year-over-year growth and margin expansion in your fiscal first quarter next year? That’s the last comp, pre-COVID? Thanks.
Lance Uggla:
Yes. Okay. Jonathan, do you want to grab that in terms of our forward model?
Jonathan Gear:
Sure. So – and I will be staying on top of my head a bit here, Jeff, but for Q1 year-over-year of ‘21 compared to ‘20, I think we likely will see some margin expansion just because a lot of our cost reduction took place, going to be an impact in Q2, Q3, Q4. And so Q1 year- over-year is going to be before all the COVID impact that takes place. Certainly, for the year, we do expect to drive over the course of the year, continued margin expansion.
Lance Uggla:
Thanks, Jonathan. Next question.
Operator:
Our next question comes from the line of Toni Kaplan with Morgan Stanley. Your line is now open.
Toni Kaplan:
Thanks a lot. Can you talk about any potential implications you are thinking about from the upcoming U.S. election? If there is a Biden win, maybe that helps globalization, but it could impact resources and maybe transportation given more stringent climate policies or do you view that as the transitions happening anyway, so maybe it’s not as big of a factor? And then actually, if you could help us think about the implications of the energy transition for transportation, I know we just saw the California ban on sales of gasoline powered cars starting in 2035. So, just what are you providing to your auto customers in terms of helping with those policies? Thanks.
Lance Uggla:
Right, okay. Thanks, Toni. So I think Biden drives green. And so in terms of energy transition, everything we are doing around supply chain, maritime measurement of the ESG of the maritime fleet, our ESG advisory and products around our indices into financial markets, I think Biden pushing a green agenda forward is good for us. I also think that Biden, pushing a regulatory compliance driven agenda is also good for a firm like ours. So those two things are things that might bode well. I think that, more free flowing, globalization and better global relationships could be a win for IHS Markit as well. But I have to say volatility and challenging marketplaces, fuel financial markets, services providers, and that hasn’t heard us through COVID. In terms of the automotive sector, Edouard can add to it, but people need as much advice and solutions, and used in new car advice around shifts to ease as they do on combustion engines. And we do provide a lot of services around the drive train and that shift from combustion TVs. But, Edouard, do you want to drive a little bit deeper detail on that?
Edouard Tavernier:
Yes, a couple of quick words turn in response to your question. So as Lance said policy and regulatory uncertainty drives and need for data for decision making by our customers. And so in that sense, this is a interesting environments to create new data assets and new products. You mentioned the California ban. You could have mentioned also the EU revised targets for emissions reduction by 2030, which were published last week. And all of this creates a need for large scale simulation of what does this mean for my business? What does it mean for my portfolio, Lance mentioned innovation. So I would say this whole area of emissions compliance, and electrification is probably the most innovative area of our portfolio. I will give you a couple of examples, next month, where we are releasing a monthly rolling forecast of compliance versus EU, China and U.S. regulations, which is a new tracking and monitoring tool for customers. And in January, we are very excited about this. We are launching a simulation tool that will allow our customers, parts makers as well as carmakers to really run a variety of simulations on the portfolio, their competitors’ portfolio to understand how they achieve compliance cost effectively, so very exciting area for us for customers and the place in which we are focusing a lot of resources.
Lance Uggla:
Thanks, Edouard. Next question.
Operator:
Our next question comes from the line of George Tong with Goldman Sachs. Your line is now open.
George Tong:
Hi, thanks. Good morning. You mentioned that you can grow steadily 5% to 8% or 6% to 8% organically driven by consistent if not elevated investments. Is this an increased your long-term organic growth framework? And then related to your long-term framework, you talked about several drivers of permanent cost savings. How did those permanent savings impact your framework for long-term EBITDA margins in the 45% to 47% range?
Lance Uggla:
Yes, so 5% to 7% had been our long-term forecast for driving the firm. And then when we acquired Ipreo, we boosted the – no sorry, we are 4% to 6% and when we acquired Ipreo, we boosted financial service to 6% to 8%. And therefore we raise the overall organic growth forecast of the firm, to 5% to 7%. And I still believe 5% to 7%, the right level of conservatism in terms of what we provide to shareholders, our expectations across the firm. And I have to tell you that there is nobody in the firm that doesn’t want to be at the high end or beating that range, but there is always something that across our company that might put us in 6%, instead of 7% or 5%, instead of 6% and so hence the 5% to 7%. As we go through the year, you can see from our forecast right now on revenue, we have got to pin down to like a $5 million spread. So, we know our revenues and our ability to keep them very, very well. So, I think 5% to 7% is the right level. As we grow things like alternatives, renewable energy, energy transition, our asset management related platform activities, our roles and reg and compliance, these are areas that’s growing double-digit. As those grow and gain additional cadence in the firm and investments play through, I expect those areas to push us up to the higher end. And I would love one day to come on here and say 6 days. But for 2021, we can say 6-day, because we are coming off a 4-year in terms of comps. And so really, I think 6 or 8 next year is not, it’s just it’s not the highest order. It’s a return from a really challenge year. And therefore, I think the more interesting year is 2022, are we back in line for the 5% to 7%. And I have to say hand in my heart, I think we have got more than enough target addressable market to do that. So I don’t worry about our long-term ability to grow revenue, I think we are leading edge with our customers, where we have got great employment practices, even proved right through COVID. With our diversity and inclusion measurements, our community scores with our employees and our community scores with our customers. So feels buoyant, feels good, I feel great about that. When you grow at the top end of the range, you start to grow margin, automatically. But we have a business that’s very global, can easily work from home, can easily deliver many of our solutions virtually and leadership virtually, we just got to use more technology. So we have been investing in more technology. And therefore, I see no problem with IHS Markit being one of those 50% margin companies, like many of our peers, they do a damn good job, they manage expenses, they grow revenue, and they find their home around that high 40% to 50% margin. And I expect us to be there as well. And I don’t want to rush it, because I want to make sure that we are constantly investing in those new market opportunities. And I think we are doing that just fine. And then when you look down through earnings this year, we have always had double-digit earnings, I just said earlier in the call, 13% to 15% because all of a sudden we were fully termed out on our debt. So, no rising interest costs, good management of depreciation, excellent tax team that’s given us a good adjusted tax rate. And so I have to say that all of those mechanisms are in place. And so as the last call of the day, all I can say to you is, I will reiterate again, competence in revenue growth, competence in expense management, competence in the double-digit earnings growth. Our portfolio has been adjusted over the 3 to 4 years since merger. We will continue to fuel the strengths and lessen impacts of challenge markets, we will grow through that. And we have ample opportunity with the free cash flow we have to invest back into our shareholders or into the company for new opportunities. So I think we are – nothing has s really changed except that we have been through the most surreal period of our lives. It’s been tough for customers. We have helped them. It’s been tough for employees and we have reached out to them and delivered for our teams. It’s been tough to build new products virtually, but the teams have managed to do it. So, next year, the only thing I can say to you is, if we get a complete shutdown or lockdown and we have to keep people at home locked up and they are not out on the dealer floors, they are not out buying cars, there is nobody out drilling for oil, the financial markets will continue to operate, they have proven they can do that. It will be another tough year. And I will give you crystal clear transparency in what we are doing every quarter. But I actually think the world is heading towards an eased lockdown situation, not that they are not going to lockdown regional, I think there is going to be all sorts of regional lockdowns. But I don’t see us coming to a complete standstill again in terms of our forward forecast. And if that happens, when we give you our guidance in November, we will have to update it. But at the moment, I think you have got as much knowledge as I do and I hope the transparency is appreciated and thank you for all your support. At this point, Eric, we will end the call.
Eric Boyer:
Yes, we thank you for your interest in IHS Markit. This call can be accessed via replay at 855-859-2056 or international dial-in 404-537-3406, conference ID 3199681 beginning in about 2 hours and running through October 6, 2020. In addition, the webcast will be archived for 1 year on our website. Thank you and we appreciate your interest and time.
Operator:
Ladies and gentlemen, this concludes today’s conference call. We thank you for your participation. You may now disconnect.
Operator:
Ladies and gentlemen, thank you for standing by and welcome to the IHS Second Quarter 2020 Earnings Conference Call. At this time, all participant lines are in a listen-only mode. [Operator Instructions] Please be advised that today's conference is being recorded. [Operator Instructions] I would now like to hand the conference over to your speaker today, Eric Boyer, Senior Vice President of Investor Relations. Thank you. Please go ahead, sir.
Eric Boyer:
Good morning and thank you for joining us for the IHS Markit Q2 2020 earnings conference call. Earlier this morning, we issued our Q2 earnings press release and posted supplemental materials to the IHS Markit Investor Relations website. Our discussion on the quarter based on non-GAAP measures are adjusted numbers, which excludes stock-based compensation, amortization of acquired intangibles and other items. IHS Markit believes non-GAAP results are useful in order to enhance understanding of our ongoing operating performance, but they are a supplement to and should not be considered in isolation from or as a substitute for GAAP financial information. As a reminder, this conference call is being recorded and webcast and is a copyrighted property of IHS Markit. Any rebroadcast of this information, whole or in part, without the prior written consent of IHS Markit is prohibited. This conference call, especially the discussion of our outlook, may contain statements about expected future events that are forward-looking and are subject to risks and uncertainties. Factors that could cause actual results to differ materially from expectations can be found in IHS Markit's filings with the SEC and on the IHS Markit website. Before we get started, I want to direct your attention to our supplemental slides posted on our IR website which we will be referencing today. After our prepared remarks, Lance Uggla, Chairman and CEO; and Jonathan Gear, EVP and Chief Financial Officer will be available to take your questions. With that, it's my pleasure to turn the call over to Lance Uggla. Lance?
Lance Uggla:
Okay, thank you, Eric and thank you everybody for joining us for the IHS Markit Q2 earnings call. In light of the recent events in the U.S., specifically, the murder of George Floyd, I want to say that IHS Markit stands in solidarity with our black colleagues and with all of those who face discrimination in our communities around the world. I’ve learned a lot in the last few weeks and have much more to learn. At IHS Markit, we are committed to inclusivity and equality. We will not tolerate any racial prejudice in our workplace and we’ll take aggressive actions in the coming weeks and months to improve diversity inclusion in our firm and in the communities around us. These actions will not be temporary reactions to current events, but long-term commitments to change. As expected, Q2 was a challenging quarter due to the COVID pandemic. However, I am extremely pleased with the way the organization responded and are positioned to deliver results within the scenario ranges we provided on our Q1 call. This includes, recurring organic revenue growth, strong margin expansion and double-digit earnings growth on a normalized basis. Through our strong cost management, we have also protected profit against further revenue downside and funded investments for our growth initiatives. A great result in a challenging period. And I personally want to thank my team globally for their hard work and dedication in this new adjusted work model. For today’s financial discussion, when we speak to the normalized results, we are excluding the impact of the Aerospace and Defense divestiture, as well as the events cancellation on growth rates for revenue, EBITDA, and EPS. So let’s start with the financial highlights in the quarter. Revenue of $1.08 billion, down 3% on a normalized organic basis. Adjusted EBITDA of $454 million and margin of 44.2%, which is up 320 basis points year-over-year due to strong cost management and adjusted EPS of $0.69, up 11% over the prior year, again on a normalized basis. On our Q1 call, we provided 2020 guidance based upon macro and market recovery assumptions and we suggested three potential scenarios, a Q3, a Q4 and a 2021 recovery. We can say since our call, in Q1 in March, we now have clarity on how our markets and customers are reacting, giving us a lot of confidence in our revenue assumptions. Additionally, our cost actions executed early in the year have given us strong line of sight into adjusted EBITDA and adjusted EPS for the year. As such, we are now comfortable providing a tight guidance range for 2020 revenue, adjusted EBITDA and adjusted EPS. Now let me provide some segment commentary for our Q2 and rest of the year assumptions. Financial Services provided strong resilience for the firm with Q2 organic growth of 3%. This was achieved with very strong results from Information and Processing, somewhat offset by temporary slower growth in Solutions. Information’s key areas of strength included pricing and valuation services, indices and equities information. Within Processing, derivatives business benefited from increased market volatility which led to higher volumes. Solutions was pressured from a hard year-over-year comparison. Last year in Q2 was a 15% quarter and some services of course being delayed through the COVID period in terms of implementation. Going forward, we expect mid-single-digit organic revenue growth for the year with continued strength in Information, improving growth in Solutions as customers are resuming their normal operations and Processing to normalize to pre-COVID volume levels. Transportation in Q2 reported a normalized organic revenue decline of 16%. Revenue from the Used Car portion of our auto business was impacted by our voluntary price release for dealer customers, a pause in new sales activity and some cancellations. Our New Car business was negatively impacted around new sales activity and a pause in non-recurring services around recall and marketing. Our Maritime and Trade business performed as expected. Our revenue guidance for Transportation is now for a decline of low to mid-single-digits for the year. We expect our Used Car business to benefit as consumer demand continues to improve and our New Car business to be somewhat negatively impacted as customers remain in conservation mode until late second half. Within Maritime and Trade, we assume a gradual improvement over the second half with the shipping industry, as global trade begins to improve. Now moving to Resources, which reported a normalized organic revenue decline of 1%, our downstream organic growth was offset by a challenged upstream environment. The industry remains on pace for global CapEx reductions in the 30% range for the year in line with our previous expectations. As such, we expect normalized organic revenue growth for the year to be negative low-single-digits. CMS organic revenue growth was low-single-digits as expected with strength in product design, somewhat offset by weakness in our TMT business. For the year, we continue to expect organic growth in the low-single-digits excluding the impact of the boiler pressure vessel code. Moving to our cost actions, I have to say I am very pleased with the speed and level of cost reductions that were achieved focusing on both near-term necessities and long-term optimization. We exceeded our initial objectives. Overall, we are well positioned to deliver solid earnings growth this year and to return to strong organic revenue growth in 2021, which I’ll detail after Jonathan goes over our Q2 results. Jonathan?
Jonathan Gear :
Great. Thanks, Lance. Q2 results included the following
Lance Uggla:
Okay. Thanks, Jonathan. I feel very confident in our 2020 guidance as shown by the tight ranges that Jonathan just provided you. Looking forward to 2021, I want to once again break with the traditional practice and actually give you a deep insight into our 2021 planning forecasts. We’ll look to taking these ranges as we enter 2021 and our starting point for 2021 is that we are going to have a gradual global economic recovery, no further major lock-ins and by major lock-ins complete world shutting down as we have seen in Q2, there may be small regional lock-ins like we’ve recently seen in Beijing, but that will be well managed and very conservative events revenue. Okay. So top-line, we expect organic revenue growth next year of 7% to 9%, which includes the following assumptions by segment. So first, Financial Services revenues will return to its longer term organic revenue growth range of 6% to 8%. Strength will continue in Information. We’ll return to our high-single-digit growth in Solutions, which is well supported by strong backlog and pipeline of orders. And Processing revenues moderate back to more normal levels. Transportation, we are expecting to grow in the range of 14% to 16%. Now this sounds high, but this is well supported by our usual growth of high-single-digits, plus a favorable year-over-year benefit due to 2020 dealer price concessions that were made and the resumption of a more normalized OEM service level. In Resources, we expect organic revenue growth to be in a range of down 2% to up 2%. And this is assuming continued downstream strength, which we are seeing on a growing portion of our energies division, offset by weakness in upstream as a result of lower 2020 bookings being fully reflected in our annual recurring revenue. And then finally CMS, which has actually done a great job post-merger and is now expected to maintain itself in mid-single-digit organic growth range. Okay, let’s take a look at EBITDA. Here the team has done a lot of work in this COVID period but we still expect approximately 100 basis points of margin expansion next year. This will put us within the mid-40s range solidly that we set as our intermediate goal when announcing the merger and we remain confident from this range of margin in our ability to continue margin expansion going forward. Some of this has come from the illuminated additional opportunities for margin expansion that we witnessed through the COVID period and working from home. And finally, we expect adjusted EPS growth in 2021 to be in the 13% to 15% range. And that’s 10% to 12% when normalized for the impact of events. So make sure you think about the events and that impacts and that puts us solidly into our 10% to 12% range. But next year, we’ll be 13% to 15% without normalizing the events. Now as in our 2020 forecast provided on our Q1 call, we are also providing an expected floor to our 2021 forecast. So how are we thinking about the downside to that 7% to 9% scenario? The floor accounts for a potential second lock-down that would be similar in magnitude to the one just experienced. In this instance, our organic revenue growth would be approximately 5%. So we’d see an adjustment and that’s really about automotive lockdown and adjusted EPS growth would be in the high-single-digits. And that combination of revenue and expense marriage in automotive around the lockdown is now well understood through Q2. In conclusion, we’d make tough decisions to protect our earnings, growth during this challenging period, which I am pleased the team has done an excellent job on. And we’ve created capacity to invest in substantive opportunities that will enable us to deliver within our longer-term organic revenue range of 5% to 7% for the continuing years to come. While the world still faces uncertainty, we’ll continue to provide unparalleled transparency into how we are managing the business to help U.S. shareholders navigate these challenging investment times. We are firmly positioned to deliver strong results through this uncertainty, demonstrated by our 2020 tight guidance range that Jonathan provided and the outlook for even stronger performance in 2021. Operator, we are ready to open the lines for questions.
Operator:
[Operator Instructions] Our first question comes from Gary Bisbee with Bank of America Securities. Your line is open.
Gary Bisbee :
Hey guys. Good morning.
Lance Uggla:
Hi, Gary.
Gary Bisbee :
I guess, I am going to try to sneak in a two-parter here on Transportation. The first part, just how are you seeing the business trend in recent weeks as we are seeing the reopening begin to flow through and I would expect to impact the dealerships? And the second part, is there a lot of discussion in the press about auto sales moving online or a lot of the process for dealers moving online? I guess, just any thoughts on how your portfolio is impacted or plays in that transition of we see this continue both new and/or Used Cars seeing more of the process of going online? Thank you.
Lance Uggla:
Okay. Great. Those are good questions. I’ve got my management team with me on today. So, Edouard Tavernier runs all transportation on and I’ll let Edouard take that and I’ll add to it if needed. Edouard?
Edouard Tavernier :
Great. Thank you, Lance and thanks, Gary for the questions. I’ll take your two-parter. On the first part, obviously, we saw a strong drop-off in activity in late March, which lasted through end of April. But since late April, we have seen as you suggested an earlier than expected recovery in both used car sales and new car sales. At this point in time, the used car sales market is solid. The outlook remains solid for the rest of the year. There is a little bit of pent-up demand that’s supporting us and that we have seen a corresponding increase in the volume of activity at CARFAX in particular.
cost drop despite:
So, we still see a challenging environment in the new car markets and in particular some inventory challenges through Q3. So, two stories here, used car versus new cars, but we have seen dealers coming back online and stronger levels of activity. On your second question, you are right that this has been one significant shift in the market in the past few months, it has been a move to online retailing by dealers. We have aggressively embraced online retailing and we are supporting them in a number of ways. We have some great digital market assets with which we support automotive dealers. And then automotiveMastermind business unit with its sales and marketing platform has been helping dealers who were working online drive leads to their staffs who were working remotely and in that sense, we are participating in this shift to online retailing as much as we can.
Lance Uggla:
Excellent. Thanks, Edouard. Next question?
Operator:
Our next question comes from Manav Patnaik with Barclays. Your line is open.
Manav Patnaik :
Hey. Good morning guys.
Lance Uggla:
Hi, Manav.
Manav Patnaik :
Lance, I just wanted to understand your guidance for the floor at 5% in 2021, maybe the assumption behind that – correctly means basically a similar shutdown to what we’re seeing this year. And so, just curious why the revenue resiliency is so much stronger, is that easier comps? Or how should we think about how you cut through that?
Lance Uggla:
Yes, well, if I look at next year at 7% to 9% and putting a black swan scenario at 5%, it’s at least 2% below the range which is about $90 million of revenue. So it’s quite substantive and that would more than offset what we’ve seen in this global shutdown here around our automotive business. So, my view is, is that, that’s a solid planning tool that I use with my teams in terms of budgeting and looking on a forward basis. And I felt that instead of just sharing with you the 7% to 9%, and waiting for the question, what if there is another wave? Well, to me, how I challenge their numbers is if there was a substantive quarterly or several months shutdown globally again, what would that look like? My personal view as we plan is that there will be some second and third waves like we’ve just seen in Beijing. But I believe communities, governments, hospitals, a whole bunch of therapeutics and other things are starting to emerge and the management of the waves will be more contained and the return to business and resumption to business will be faster. So, I do think the 5% floor is a solid floor and one that provides our shareholders with the peak to how we think in terms of a second wave. But really our confidence is in the 7% to 9% and actually performing the businesses that we run, that we know how to run and returning to a more normalized approach to running our business. Jonathan, did you want to add anything else to that?
Jonathan Gear:
Well, I think you know that well, Lance. And I’ll just mathematically – it kind of goes back to your point is the year-on-year comp will kind of help us in that point. But I think the key thing as Lance said, we now have a clear line of sight to our own customers about how they would behave in a similar type shutdown. The impact as Lance said, would be primarily in automotive and we have a view both on how the customers will react and also how we can react and support customers to even provide commerce in a semi-shutdown situation.
Lance Uggla:
Thanks, Jonathan. Next question?
Operator:
Our next question comes from Bill Warmington with Wells Fargo. Your line is open.
Bill Warmington :
Good morning everyone.
Lance Uggla:
Hi, Bill.
Bill Warmington :
So, a question for you on the cost cuts and maybe if you could talk a little bit about the cuts that you have been making on a permanent basis, those that you’ve been making on a variable basis so far, you hinted at the potential for doing some additional ones going forward. And then, I am asking this in the context of what gives you confidence that those cost reductions are not going to harm the revenue growth potential of the business going forward?
Lance Uggla:
Right. Yes, no, I think that’s – those are fair points and I think since merger, I think we’ve been consistent in our approach to margin expansion heading to the mid-40s and we probably would have thought we’d be there in another couple of years, not now. But the pandemic for us, we have a called action in terms of my leadership team early in the year and we took the appropriate measures to protect our long-term earnings growth and also to protect 2020 against the potential for an even longer period of lockdown. And so, I think the teams did a good job. Now a big piece of the cuts in 2020 came around compensation cuts. Those will return and start to resume probably for some of the – not necessarily my direct reports, but potentially their direct reports. I’ll look to get a return to normal salary levels at the appropriate time in the second half of this year. For my reports and myself, I think the prudent is to see most of this year past and look at a return and resumption into next year depending on the second half performance. We have a large cash bonus to all that gave us some short-term reprieve for 2020. But as we perform at those levels in 2021, it will need to come back in. We took action on early on some leases that were coming up and on some smaller offices where we said we’ll have a changed footprint going forward. So those are more permanent cuts that require a little bit of restructuring. We executed those very rapidly with a SWAT team. We have the automotive cuts, actually are mainly around the marketing costs and so when the revenue declined, of course, those costs came into play, but as revenue grows, they will come back in together in parallel. So, no harm done there. And then I think the biggest thing that I am really proud for my team is the cuts that they made around a large portion of our staff that was being hired on a contract basis, which in a lot of times is an expensive way to staff, but sometimes accelerates initiatives and it’s easy also to manage them. And I really worked hard with my teams to put into place replacement units. So, take the contractor savings, but then immediately permission the restructuring into somewhere a better cost footprints. And the team has done a great job. Those are permanent cost changes and won’t come back, but no challenge on our initiatives. We cut a few underperforming initiatives that maybe only do when there is a pandemic, but we actually made some tough calls. And so, net-net, I don’t see any issues with any of our forward initiatives. I am pleased with the performance to support our current products. And I feel we’ve got the appropriate staff levels to support our ongoing business and the appropriate investments. I still believe though, Bill, that there is a margin expansion to continue from the mid-40s to the upwards from 44 to say, 47 over the next few years as we continue to manage this much more adjustable footprint. And we are doing a lot of surveying, a lot of studying, a lot of managing with our teams and I do see substantive savings forward for the redevelopment of our footprint as leases expire and we look forward into the coming years. So, that’s where we stand. So the business is strong. The teams are motivated. I think the glimpse, the scores that we have for employee satisfaction in the firm have been the highest since our merger. And that they are at levels that I thought only Google and tech companies could achieve, but here we go. We’ve got a really satisfied workforce that’s delivering great results. Next question?
Operator:
Our next question comes from Jeff Meuler with Baird. Your line is open.
Jeff Meuler :
Yes. Thank you. So, I guess, follow-up on transport or auto and the question is – and the answer maybe in your new car solid forecast which it looks like you still have done pretty materially. But it looks like you are kind of lofting the high-end of the guidance down for 2020. But then the 2021 outlook looks good in kind of two year CAGR. So, I guess, just any more detail on what are you seeing that’s leading both to kind of taking the top-end of the guidance range for transport in 2020. And then more importantly, at this stage, what’s giving you the confidence in that reacceleration to that magnitude in 2021? Thanks.
Lance Uggla:
Edouard, do you want to take that?
Edouard Tavernier:
Yes. Great. Thanks for the questions. So what do I see in as in an industry which broadly speaking in a better condition today than it was going into the 2008 to 2010 great recession. And so, the signals that we are getting from our customers, our partners, the OEMs and the suppliers is that they are pushing back discretionary expenditure they are holding on for cash, but they see the market recovery in 2021 and beyond and they believe in the growth of the industry. So what we are seeing from our standpoint is that along that discretionary spending which would result in one-time revenues this year are being pushed out into Q4 and into 2021. That’s why we see a moderate outlook for the second half of the year, especially driven by the new car business. But we feel good about the recovery outlook in 2021.
Lance Uggla:
Thanks, Edouard. Nothing to add. I’ll go to the next question.
Operator:
Our next question comes from Kevin McVeigh with Credit Suisse. Your line is open.
Kevin McVeigh :
Great. Thank you. Hey Lance and Jonathan, if you see – this was been kind of a targeted conversation – most of margin extensions given some of the cost savings, it feels like that’s a little bit more structural, is still that 100 basis points and you are able to reinvest more in the business, just trying to accelerate the growth or should we expect a structural higher level of margin expansion as a result of some of the expenses that you’ve been able to really leverage as a result of COVID?
Lance Uggla:
Yes, maybe I’ll start and I’ll pass it to Jonathan. So, I have a personal view that that since merger, that shifting from a high 30s, 40% margin and heading towards a 50% margin, that was a task that was in hand for us to do and that over the next five to seven years, we’d execute it. And so, here we sit at 44% margin looking forward into 2021 and my personal view, understanding if all our cost levers, technology and how it can save us money forward through use of the cloud, cloud-based services, and supporting a work from home and more flexible infrastructure that can support a more flexible work footprint, means that, we have opportunities to do two things. One, to change our footprint and take cost out over time without being disruptive, and two, through general attrition be able to continue to build our staff into better cost locations and to be better cost locations are Raleigh versus New York, our Manchester versus London, our Gurgaon versus Milan or it’s Gdansk versus Frankfurt. So we have – and even our CARFAX team has built up a great office across the border in Windsor, Ontario and achieved substantive cost savings in their forward planning. So when I look at our footprint, Kevin, my view is, until I say stop, it’s a 100 basis points a year and we have to be able and at 5% or better top-line growth with 3% general wage inflation, we are able to generate the appropriate amount of investments for our type of business and we’ll continue to do so. And I think the teams – the team and ourselves, it’s our fourth year post-merger. I think we’ve got a great cadence at executing and we haven’t missed yet and I don’t think we’ll be missing going forward. Jonathan?
Jonathan Gear:
Yes, just to add a couple points, Lance. I think you hit the major ones is, I mean, first, I will say as Lance said, the easiest way to margin expansion is through a top-line organic growth and it what made this year so unusual as we manage to deliver over 200 basis points or will deliver expansion despite the fact it’s a challenging environment. And to me, it’s really the actions by our teams across the world in addressing cost in Q2 here, particularly the permanent cost, as Lance mentioned earlier on, we actually overshot the target that we had. And overshooting it gave us, obviously first, confidence in this year’s number, but equally it gave us ability to invest more right now as we do in the second half and to initiatives which are going to drive growth and drive margin in future years. So, that really has, has given us more flexibility than we normally have. But I think as Lance said, I think our focus is on, as we continue to grow with the nature of our business model that does drive through the margin expansion and that we will keep driving until we think we have a – until we tell you otherwise.
Lance Uggla:
Thanks, Jonathan. Next question?
Operator:
Our next question comes from Andrew Steinerman with JPMorgan. Your line is open.
Lance Uggla:
Hi, Andrew.
Andrew Steinerman :
Good morning. Good morning, it’s Andrew. In terms of the second half fiscal 2020 organic revenue growth recovery that’s embedded in the fiscal 2020 guide, could you just give us a sense of how much revenue lift is already underway in the current quarter? So I am talking about the third quarter.
Lance Uggla:
Jonathan, do you want to grab that?
Jonathan Gear:
Yes, I’ll go ahead and tackle it, Andrew. So, I mean, the biggest – as you look to the lift, the biggest change is, the biggest change is obviously in Transportation. And this key signal which Edouard covered there is really the recovery of the used car market. And if you recall, we had this call 90 days ago, we talked about the uncertainty about the lock-ins would lock is lift or not and also when they did lift, what was consumer behavior be like. And I think we’ve answered the second part of that question. The consumer behavior in the U.S. around used car purchases actually was pent-up and so we are seeing this resurgence come back. So that’s driving a lot of confidence we have, particularly around the used car portion of our Transportation business. And as Edouard also said I think we’ve built in the appropriate amount of moderation around the new cars as OEMs has kind of build back-up inventory and then we should move sites, Financial Services had a very, very strong Q2 as they had a very strong Q1 and they continue to see the build into it. And the third element within Resources, Brian and the team, I think have done an incredible job of working closely with our customers, particularly in upstream, understanding the risk we have in our portfolio. They are working directly with our clients. And as a result are at a very detailed level, we have line of sight to the revenue build out second half for the year. So, I think at this point, Andrew, it’s an order in the year where arguably there is most uncertainty. I’d actually feel very, very good right now in terms of our revenue and margin for the rest of the year.
Lance Uggla:
Okay. Thanks, Jonathan. Next question?
Operator:
Our next question comes from Andrew Jeffrey with SunTrust. Your line is open.
Andrew Jeffrey :
Hi. Good morning. Appreciate you taking the questions. My question is around the Financial Services business and Ipreo, in particular, Lance, I wonder if you can give us an update on your thinking of – thinking around your positioning in alternatives and how that’s driving structural growth for Ipreo? And a sort of an add-on, can you just comment specifically on an apparently resurgent IPO market and how much that factors into your pretty sanguine outlook for Financial Services in the back half and into next year?
Lance Uggla:
Yes. Okay. And, Adam is also with me on the call. So, I’ll ask him to add to what I have to say. So, first off, I have to say the Ipreo assets have all performed very well through this period. The one piece that hasn’t have the opportunity to perform well, but is definitely having its increasing share of activities is the equities portion of the Ipreo revenues. But when you get to alternatives in private markets, the private markets piece of Ipreo is growing in the 25% to 30% range. And when I look at our valuations business, that’s pinned against, that is growing in the 50% plus range. And so, I really think that our move into alternatives, our team have really taken a leadership role and we are one of a – couple of assets out there that will continue to benefit in that growth in alternatives, as well as the need for the independence around reporting in valuations and the tools that the other marketplaces that are more well developed have established. Adam, maybe you want to talk a little bit about munis, debt, equity issuance and then the investor services business and how they are performing and the prospects looking forward.
Adam Kansler:
Sure. Thanks, Lance. I think you described it well. I think the way to think about the overall set of businesses is to think about the balance across asset classes. So, strong IPO markets. Obviously, desirable because you have a lot of new issuers coming into the market and that gives us opportunity to provide a range of services. But when IPO markets are slow in the current period, what we’ve seen is a significant uptick in fixed income, municipal issuance, and global activity in markets is actually been quite strong post the initial shock of the COVID shutdowns even into the early periods of June, late May, we are starting to see the IPO market even start to tick back up with a lot of activity in the last few weeks. So the numbers in our view of the business is, with asset classes largely offsetting each other, a resumption of normal levels of issuance in the IPO market which I hope drive some other businesses, but then you’ll see a bit of maybe moderation in the highly active fixed income markets that we’ve seen over the last few weeks. So, when you roll it altogether, you kind of have a balanced portfolio through the year, we think sustains the growth that we’ve seen.
Lance Uggla:
Good. Thanks – thanks, Adam. Next question?
Operator:
Our next question comes from Hamzah Mazari with Jefferies. Your line is open.
Hamzah Mazari :
Hey. Good morning. My question is just on capital allocation. You touched on buybacks. You did your first transaction, a very small software deal this year. Has the outlook on M&A changed in terms of doing more tuck-ins as you are seeing sort of more visibility into a recovery. You’ve cut a ton of cost, margin profile is up, any thoughts if you already do more transactions?
Lance Uggla:
Okay. Well, I think I said in the last quarter’s call that I felt the investments in some of our key organic growth initiatives looking forward were anchored around two or three key things across all our businesses. So, continued diversification of resources, we are very focused on climate and energy transition. We see it as a big TAM, a growth market and one that we’ve been investing in and those specific assets have been growing north of 10% in our current Resources division. So, we are very keen to continue to invest there. We invested through in acquisition into agriculture in our agro business. We also expect forward high-single-digits to double-digit growth there as we’ve invested in the business, re-staffed and Brian is working with the team to set it on a correct path going forward. So that’s organic and that’s a large TAM that we are focused on. We don’t see us needing to acquire further although there could be small tuck-ins associated to energy transition and climate-related activities. When I – we go into automotive, here Edouard is very focused with CARFAX and AMM teams on automotive, kind of OEM Mastermind which is looking at those digital marketing dollars and the spend. And you look at the amount for the first time ever, I think digital marketing spend has now surpassed everything else, I read it in the – I think it was the Financial Times or one of the U.S. papers yesterday and we are very well positioned to pull our assets together organically to drive OEM targeting of incentives and marketing dollars. And again, Edouard is very focused on that organically. The continuation in financial markets with asset managers looking to cut costs, we’ve been working on, I mentioned in Q2 asset management platform to draw together key market participants in the design host and build of new solutions for asset managers. That’s all organic. So, when I look at that, I go, I’ve got and we continue to invest and we have substantive organic complementary growth to our existing business. We don’t really need a lot of acquisitions. So therefore, I can see capital resuming at the upper-end of our range in terms of share buybacks forward. And keeping our leverage below three times and going to the maximum on that. And Jonathan and the team, Granat working for him that runs treasury, they are on top of that. They manage it and my view is, is use any excess capital for share buybacks. I don’t see a big acquisition slew needed to support our long-term growth initiatives. Jonathan, do you want to add anything else or?
Jonathan Gear:
No, I think you captured it Lance and I just emphasize what you said, we remain committed to our capital policy of remaining under three times, because it’s very important to us. And as we spend, the less on M&A, you have to deploy more on buybacks kind of where the cash goes.
Lance Uggla:
Thank you. Next question?
Operator:
Our next question comes from Seth Weber with RBC Capital Markets. Your line is open.
Seth Weber :
Hi guys. Good morning. Thanks for taking the question. Just, I think, I just wanted to go back to the transport segment for a second. I just want to make sure I am understanding the messaging, could you just have the dealer price concessions continued? Did they continue I guess into June and is that the expectation that could still bleed into the third quarter? I am just trying to understand really, whether transportation margins can turn positive on a year-over-year basis in the back half of the year? Thank you.
Lance Uggla:
Edouard? Nigel, keep going on this one.
Edouard Tavernier:
Yes, sure. So, we have already removed the vast majority of our pricing concessions and we still have a few in place to support some segments of the markets that these will have been phased out completely by the month of August. Did that answer the question?
Lance Uggla:
Yes. Thank you, Edouard. I was on mute. Thanks. Next question.
Operator:
Our next question comes from Alex Kramm with UBS. Your line is open.
Alex Kramm :
Hey. Good morning everyone. Just on the prepared remarks you talked about some cancellations. I think it was primarily on resources, I think when you gave the ACV as well, but can you just talk about cancellation more broadly, what you saw in the second quarter across the business? I mean, anything that you would describe as customers are using this time to look at their spend and seeing some things that may not be as mission critical as they thought? Or has it been fairly limited any color would be great. Thanks.
Lance Uggla:
I am going to start and then let Brian add in here in a moment. I would always refer, I referred to actually in the written script I referred to – I think it was within automotive small cancellations. And I don’t think anything significant to discuss. But in the Energy space and really across the firm, I took a stance with the team in beginning of Q2 that look, this is an opportunity. I just market we’ve got a great reputation to work with our customers. We are going to have some troubled customers and I want us to be at upfront in price concessions and wherever we can increase the price concessions for longer term contracts. And I think the team did really well and where there was opportunities for us to execute longer term contracts and help our customers through a tough year, I think the team did that. And so, it’s going to have an impact within 2020, but also when I fit in our energy minus two, plus two, I am going to have that now dragging through into 2021 with the benefit coming back in 2022, 2023, 2024, because the contract extensions were in general for, three, five, seven years or longer. And so, I think the team did a great job and it’s exactly what a good firm should do in this environment. But I don’t actually see any long-term challenges beyond what we’ve modeled. Now within the Permian, and that lack of CapEx, lower energy prices, private equity and lenders looking for higher hurdle rates on their returns, I think there is a continued challenge. And therefore, we modeled that challenge into our numbers. And Brian, maybe you want to top up that commentary that I just gave with some of your specifics on how you are viewing the energy recovery and some of the moves we’ve made through this tough period.
Brian Crotty:
You know it all Lance, you hit it on the head. I think it’s largely a North America issue. You have your production cost there higher than the price of crude. You are seeing bankruptcies go up. But what we are doing is, we are working with customers on price. So that we keep them and we get growth in our longer-term contracts. And again, in our international business for example, that’s actually growing in the upstream. So, I think the real focus for us has been trying to take care of those North America customers that are under a lot of pressure right now.
Lance Uggla:
Thanks, Brian. Next question.
Operator:
Our next question comes from Shlomo Rosenbaum with Stifel. Your line is open.
Shlomo Rosenbaum :
Thank you for taking my question. I am in there?
Lance Uggla:
Sorry, I got you. Yes, I got you.
Shlomo Rosenbaum :
Just want to sneak in one, just back on the transport, just to make sure the 10% on the recurring revenue decline in the quarter, that was all just from the dealer concessions. There wasn’t anything else that was really significant in terms of that, that just being phased out at this point of time?
Lance Uggla:
Yes, that’s correct.
Shlomo Rosenbaum :
Okay. Thank you.
Lance Uggla:
Thanks, Shlomo. Next question.
Operator:
Our next question comes from George Tong with Goldman Sachs. Your line is open.
George Tong :
Hi, thanks. Good morning. Do you expect Resources’ organic growth to be down 2%, up 2% in fiscal 2021 was downstream strength offset by weakness in upstream due to lower 2020 bookings being fully reflected in revenues. Can you describe how OPEC discussions and oil prices need to evolve over the next year for you to achieve this target?
Lance Uggla:
Yes, I’ll start and again Brian you can add if I don’t have it all covered. So, I guess the minus two to plus two, remember, I’ve given you a – what isn’t normally done by a company. In Q2, we gave you the scenarios – previously we gave you the scenarios for 2020, now what I am doing is giving you my forecasting tools that I am doing throughout this July, August period, so that I am ready for a December 1 start. And currently, 6% to 8% Financial Services, mid-teens in Transportation recovering off of that low comp, which really is high-single-digits. Energy is a bit different. So, Energy, the whole supply/demand equation that went completely out of whack really caused some structural issues in that upstream marketplace and you know we have about $300 million which used to be $400 plus million of premerger of upstream data revenues that are very important to our customers and very sticky. But if the customer is not there, they are not buying any data. And the fact is, some of those structural supply/demand shifts in our view will cause some customers to disappear, but also some of our larger customers we gave price concessions to. Price concessions cost us in 2020, because they are not for full year. We get the full year impact in 2021. So that continues to cost us. And then, we built in growth going forward on our contracts from years two through years seven and even longer. So, I think the team has done a good job for that and that gives us a real nice certainty on the way forward. And as you get your data revenues in upstream become about $250 million of $1 billion business and above $4.5 billion company it starts to become an issue of small challenges. But in 2021, the minus two to plus two reflects the rolling out of that, those revenue concessions that were made, some customers disappearing. And our CapEx down 30%. On the other hand, the rest of the business has opportunities to grow at 7% to 11%. And in the planning period, I can’t tell you whether I am going to be precise to 7%, 9%, 10%. What I can tell you that rate of the moment, the combination of all I know about our Resources business would have us no worse than negative two and likely no better than plus two unless we – unless the $400 million of other revenues grew closer to double-digits. And in planning, that’s now how I plan and how I manage the firm with the division heads. I manage for certainty for reasonableness of error for strong customer pipeline and renewals with our customers and that’s what Brian and his team are doing. Brian, do you want to add anything to that?
Brian Crotty:
Yes, the only thing I would mention is, there is a swing in events if we have events or we don’t have events, that’s going to definitely impact the range, as well.
Lance Uggla:
Now, that’s a story, Brian. I missed that. Yes, so, right now, in our forecast, we put – we haven’t put events returning at the 2019 level. And honestly what, there is some people – if I guess if I was the U.S. President, I’d put full events in for 2021. But in fact, my personal view is that, in analysis with my team, we see some virtual events definitely and some smaller events potentially to come together. But we haven’t put that back in. And if you remember right, at the time of last quarter when I disclosed some of the challenges with the events, you are talking a $40 million that’s 4% of growth in that division, or 4% of the revenue potential coming back in that division. And I don’t think it’s right to put that back in. Jonathan, do you want to add to that? Just to make sure I didn’t boggle any numbers there.
Jonathan Gear:
No, no. You had it right. But it’s that – I mean, I just call out what Brian said, is on the high-end of the range, we assume events coming back strong and on a low-end, we would assume events coming back in a very moderate fashion. So that is a swing item in that range.
Lance Uggla:
Right. And would you – in our top range, would we see events returning to 2019 level or a little less or a little more?
Jonathan Gear:
It’s a little less. A little less than the 2019 levels, you assumed.
Lance Uggla:
Yes, yes. Okay. So that’s how I said. Good. Okay, perfect. Thank you. Next question.
Operator:
Our next question comes from Toni Kaplan with Morgan Stanley. Your line is open.
Toni Kaplan :
Thank you. Good morning. Could you talk about the sales cycle within Solutions? And I assume the pipeline is strong, but just trying to get a sense of, if there is any improvement in new sales conversions at this point. It sounded like some of your comments that COVID implementation delays are over. But just wanted to try and understand about customers’ willingness to pull the trigger on new sales.
Lance Uggla:
Okay. No. Good question. I’ll start, Adam, if can ready to follow-up here. So, Solutions sales for us, I have to say, even though the number is not reflecting in this quarter, actually if you normalize the year-over-year on last year’s big Q2, I think normalize over eight or ten quarters, we are probably running at 9%, 10%. So it’s a – it might delay this, normalize Solutions still very strong. The pipeline is also at an all-time high. So therefore, there is lots of interest in the pipeline. And we generally feel that we’ll return slowly for the rest of this year and better into next year, those customers closing that pipeline and putting it into production. And so, I think if I look forward, I view Solutions as a strong growth contributor to Financial Services back to pre-COVID levels. Adam, do you want to add some of the highlights, low lights, some of the challenges and just your forecast of how we look at 2021?
Adam Kansler:
Yes. I think you summed it up well, Lance. The interesting thing I think from the COVID experience is a lot of our customer base has looked at the Solutions that they use to maintain most efficient and risk management tools and it’s actually accelerated some of their decision-making and implementing lot of the types of solutions that we offer. And that’s been the biggest driver of the growth in pipeline. Coupled with six months to a year ago, we really formalized to bringing together of a lot of our solutions and looking at larger packages of services for our customers where our solutions can work with each other and give customers larger overall opportunity for efficiency. So, I think through this period, it’s been a little bit of an accelerant. There will be a little delay in that, because these are larger deals that takes a little bit more time to close. But customers are quite interested in doing that. I think what you saw through the early part of Q2 is, larger software implementations as customers were adjusting to work from home environments and our markets have largely stayed open. Financial Markets have been active and operating through this period. But in adjusting to working from home, some of the larger software implementations maybe got delayed by four to six weeks, all of which have basically restarted at this point. That gives you a little bit of an insight into what that little low might have looked like and why we are pretty optimistic about the forward path.
Lance Uggla:
Good. Thanks – thanks, Adam. Next question.
Operator:
Our next question comes from Ashish Sabadra with Deutsche Bank. Your line is open.
Ashish Sabadra :
Thanks for taking my question. I just want to drill down further on the automotiveMastermind growth opportunities. The company launched AMM for CPU and used car vehicle actually earlier this year. So my question is just, what is the current penetration of AMM at existing dealership using CARFAX? And is it possible to quantify the cross-sell opportunity both for new cars, as well as the used car sales? And just to follow-up to that question, AMM was growing at least 30% prior to the crisis and can AMM growth reaccelerate to strong double-digit going forward as we come out of the crisis? Thanks.
Lance Uggla:
Good. Thanks. Edouard?
Edouard Tavernier:
Right. So, I will start with the end of your question, Ashish, which is the growth of Mastermind. So, we actually saw accelerating growth in the past few quarters until Q1. You may remember in Q1, Mastermind delivered 36% organic growth year-on-year. So really, really strong acceleration and now I’ll pick-up on your first point, which is what is driving that growth? And it is actually the synergies that we’ve been building between Mastermind and other parts of the automotive organization. So to give you few examples, we now have the Conquest capability in Mastermind that is built using organ safer that we have in our automotive business. We have a service to sales capability in Mastermind that is built using CARFAX and Transient data. And as you just said, we are launching in July a pre-owned kind of used car capability which is perfect timing for the market, because that is the activity that will support many dealers in the second half of the year and again, we use – we launched this used car capability leveraging assets we have within other parts of the automotive kind of portfolio. So, Mastermind is a growth story, which is anchored on our automotive data as a foundation and we expect that growth to resume quickly as the market opens up towards the end of this year.
Lance Uggla:
Thanks, Edouard. Next question.
Operator:
Our next question comes from Andrew Nicholas with William Blair. Your line is open.
Andrew Nicholas :
Hi, good morning. In terms of the events business, you obviously touched on the range of potential outcomes you’ve embedded in 2021 guidance earlier. But I am just curious, how you are thinking about the longer term impacts of the pandemic and clients’ willingness to travel to and attend conferences? Is it’s a business you think is permanently impaired or is it something that will just take some time to ramp back and review? Thanks.
Lance Uggla:
Yes. No, I guess, I have a personal view and I imagine if we pooled everybody on the phone, we’d all have slightly different views. One I’ve been quite pleased with the virtual dialogue going on in IHS Markit with our customers. So, we have no issues with supporting our products and our services, our research, our datasets, out data science. And therefore, I feel we are really lucky to be so resilient against COVID. Our revenue globally from events is probably about 1% of what we do. So therefore, it’s – we’ve taken that impact. It’s in the numbers and so, to put it back into the numbers at any reasonable scenario, my view is that, there is got to be a vaccine to support that. Otherwise, I think there is going to be a mixed bag of people want to fly, want to on subways, want to be in crowded rooms, speakers want to be in crowded rooms themselves as they help companies provide thought leadership. So my own view is that, we should expect at our 9% scenario, something a little less than 19% as Jonathan said. So, we are at 45, maybe it’s 35 to 40. Maybe it’s 30. But it’s not as high. And at our low-end of the scenario, little to no events and in our black swan, a 5% growth – my view would definitely be none. So, as I look forward and sculpt our business, I am very careful with the teams to be not looking at substantive. I want to maintain our flagship big CERAWeek, Chem Week, TPM. Those are three flagship events. We are also leaders now around the climate dialogue. We got to support that. We will be world-class virtually. We’ll have small meetings and small events where our customers want us to. And if there is a vaccine or a trend back to bigger gatherings, we will be prepared to go. But, it’s not something I put a lot of face in for 2021. But a lot of that’s more personal than it is a total view of IHS Markit. But you will get in our forecast numbers, you should know that events will be a tempered revenue that is never going to be the reason for us to hit numbers. Jonathan?
Jonathan Gear:
Yes, you always had one point you said at Lance is, in Q2 we announced the event cancellation we talked about $0.09 of EPS impact. That was a result of losing all the revenue while still having all the cost. And as Lance said, I think the events, particularly those three flagships are important to us for branding reasons, thought leadership and [a sense of almost] community within the industries we serve. But financially, the events themselves are frankly not that important to our profitability at the end of the day.
Lance Uggla:
Good. Thanks, Jonathan. And, I – all I can say is for our teams that lead those events, they are now focused on leading virtual events and I have to say, just go online and catch the CERAWeek conversations and it’s everybody from world leaders to key energy markets thought leaders, Dan Yergin, who, along with Jamey Rosenfield are founders of the CERAWeek. They’ve just done an outstanding job to make sure we are supporting our customers in the right dialogues. But they are having to do it virtually. And that at a minimum will be world-class at and let’s see what happens. Next question.
Operator:
Thank you. And I am showing no further questions at this time. I would like to turn the call back over to Eric Boyer for any closing remarks.
Eric Boyer:
Now we thank you…
Lance Uggla:
Before you go, Eric, Eric, Just before you go, I just want to say one last word. The first thing I’d like to say is thank you for the support our shareholders have given us. These are tough times. I never thought I could have experienced anything like this in my life. And I have to say that having a strong team around you, strong shareholders and great, great people throughout the firm globally working with our customers, we’ve been able to navigate and I know from many companies they are not – haven’t been as fortunate. So, I feel very lucky to be able to do what we’ve been able to do. But I couldn’t have done that with all the teams and I know our shares have been well supported by our investors and I just want to say, thank you for that. And I hope the transparency that we are providing, you will allow us to return to pre-COVID levels once we get through this. But up through that point, I feel that we want to show market leadership in our reporting to help you navigate the challenging waters that we are navigating ourselves and fortunately also performing well in. So, thank you very much. Also thanks to all the employees. And I want to close that the – some of the challenges that we are dealing in communities around us, in particularly we are at out to all our black colleagues in the U.S. I am appreciating all of their support through us setting strategy forward for IHS Markit. And once again, we want to be a firm that’s action-oriented where out front we are making change happening and I appreciate all of the support from those colleagues in the firm that have been helping me. So, thank you. Eric, do you want to close?
Eric Boyer:
Yes. Great. We thank you for your interest in IHS Markit. This call can be accessed via replay 855-859-2056 or international dial-in 404-537-3406. Conference ID 1089105 beginning in about two hours and running through June 30, 2020. In addition, the webcast will be archived for one year on our website. Thank you and we appreciate your interest and time.
Operator:
Ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now disconnect.
Operator:
Ladies and gentlemen, thank you for standing by and welcome to the IHS Markit First Quarter 2020 Earnings Conference Call. At this time, all participant lines are in a listen-only mode. [Operator Instructions] Please be advised that today's conference is being recorded. [Operator Instructions] I would now like to hand the conference over to your speaker today, Eric Boyer, Senior Vice President of Investor Relations. Thank you. Please go ahead, sir.
Eric Boyer:
Good morning, and thank you for joining us for the IHS Markit Q1 2020 earnings conference call. Earlier this morning, we issued our Q1 earnings press release and posted supplemental materials to the IHS Markit Investor Relations website. Our discussion on the quarter based on non-GAAP measures are adjusted numbers, which excludes stock-based compensation, amortization of acquired intangibles and other items. IHS Markit believes non-GAAP results are useful in order to enhance understanding of our ongoing operating performance, but they are a supplement to and should not be considered in isolation from or as a substitute for GAAP financial information. As a reminder, this conference call is being recorded and webcast and is copyrighted property of IHS Markit. Any rebroadcast of this information, whole or in part, without the prior written consent of IHS Markit is prohibited. This conference call, especially the discussion of our outlook, may contain statements about expected future events that are forward-looking and are subject to risks and uncertainties. Factors that could cause actual results to differ materially from expectations can be found in IHS Markit's filings with the SEC and on the IHS Markit website. After our prepared remarks, Lance Uggla, Chairman and CEO; and Jonathan Gear, EVP and Chief Financial Officer will be available to take your questions. With that, it's my pleasure to turn the call over to Lance. Lance?
Lance Uggla:
Okay, thank you, Eric and thank you for joining us for the IHS Markit Q1 earnings call. Before we get started, I want to direct your attention to our supplemental slides posted on our IR website, which we will be referencing today. We're certainly living in unprecedented times with the human and economic impact of the COVID-19 pandemic, financial markets in turmoil, and oil in the $20s due to both supply and demand challenges. We've analyzed the changing dynamics within our markets, and we've developed a strong plan and are taking decisive cost actions while maintaining and making room for continued investment to deliver double-digit earnings growth this year and over the coming years. In times such as these, I'm committed to providing even more unparalleled transparency to all of my colleagues and to you, our shareholders. Our markets are changing rapidly and parts of our business will be more challenged than others, but on a whole we're extremely fortunate that our model will be resilient. This is due in large part to our diversification across end-markets and within our end-markets, must have products and services, low revenue concentration across products and customers, annual multi-year subscriptions with high renewal rates, and 90% plus recurring revenue. We've got a CapEx light model with strong cash flow conversion, strong balance sheet, excellent liquidity, and a firm-wide culture that we've honed to drive efficiencies, profit, and continue to innovate even in challenging revenue environments. Now with offices in APAC, we learned quickly how to manage the COVID-19 situation by conducting early-on business impact reviews and ensuring that our IT infrastructure that we've been investing in could support all, I mean all of 16,000 employees working from home and remotely as needed, and we've certainly been tested on that. We're also using these challenging times as an opportunity to be even more visible with our customers and our management teams through virtual calls and webinars. We have the benefit that in this environment, our customers need to hear from us even more to help them through these kinds of uncertainty. Our experts, over 3,000 of them, are reaching thousands of our customers every single day, and we're using the current market conditions to make sure we're there for them and developing opportunities and adjusting our models to support them through these challenging times. Overall, I feel good about our business model, how we are managing the complexity of changing global conditions. I equally feel good about how we're helping our customers during these times with essential activities. Now, Jonathan is going to go over Q1 results, and then I'll go over our multi-year plan on how we're going to plan to achieve the earnings growth that we've suggested. Over to you, Jonathan.
Jonathan Gear:
Great. Thank you, Lance. Q1 results were indeed very, very strong. It included revenue of $1.08 billion, organic growth of 6%, and total revenue growth of 3%. We delivered net income of $484 million and a GAAP EPS of $1.20, adjusted EBITDA of $432 million, which is an increase of 8% normalized for the AD&S divestiture and a margin of 39.9%. And we delivered adjusted EPS of $0.66, which is an increase of $0.07 or 12% normalized for the AD&S divestiture. Regarding revenue, our Q1 organic revenue growth of 6% included strong recurring organic growth of 7% and non-recurring organic decline of 5%. This decline in non-recurring was primarily driven by a tough year-on-year comp in financial services. Moving on to segment performance; our Financial Services segment drove organic growth of 7%, including 9% recurring in the quarter. All three subsegments delivered strong performances. Our Transportation segment delivered organic growth of 9% in the quarter. This included an excellent 12% recurring revenue growth and a decline of 1% in non-recurring, driven by the expected decline of one time in our auto business. We saw exceptional operational metrics, in particular from our CARFAX and automotiveMastermind business lines. Our Resources segment delivered 1% organic growth, which is broken down as 1% recurring growth and 2% non-recurring growth. Our Q1 organic ACV increased by $3 million, and our trailing 12-month organic ACV remained up $24 million or 3%. Our CMS segment delivered 3% total growth, including 1% recurring and a 15% growth in non-recurring. Our CMS total organic growth normalized from prior year RootMetrics customer loss was an impressive 4%. Turning now to profits and margins, adjusted EBITDA was $432 million, which is up $24 million or 8% versus prior-year normalized for AD&S divestiture. Our adjusted EBITDA margin was 39.9%, which is up 90 bps. Segment margins were in line with our expectations. The adjusted EPS was $0.66 per diluted share, which is a $0.07 or 12% improvement normalized for the divestiture. Adjusted EPS also excludes the one-time gain on the sale of AD&S of $372 million. Our GAAP tax rate was 1% and our adjusted tax rate was 17%. Q1 free cash flow was $117 million. As is typical, Q1 cash was seasonally low due to bonus payments. Our trailing 12-month free cash flow was $966 million and represented a conversion rate of 54%. Now just a reminder, our trailing 12-month conversion rates were impacted by the one-time tax payments that we had in Q4 2019. Turning to the balance sheet, our Q1 ending balance was $5.2 billion and represented a gross leverage ratio of approximately 2.9 times on a bank covenant basis, which is in line with our capital policy. We closed the quarter with $144 million of cash, and our Q1 undrawn revolver balance was approximately $925 million and represents a great liquidity position. Our Q1 weighted average diluted share count was 404 million shares. We repurchased $610 million of shares in the quarter, including completing our $500 million ASR. We also launched a $250 million ASR on March 1. And now Lance, I'll pass it back to you.
Lance Uggla:
Okay. Thanks, Jonathan. Maybe we can all go on to mute there. We cannot predict with any certainty the length of disruption from COVID-19, and how long and deep the economic impacts are going to last. To account for this uncertainty, we are providing for a wider-than-usual range of 2020 outcomes based upon three scenarios that make assumptions on the macroeconomic and market-specific drivers that may impact our business over the remainder of the year, and these are laid out in the supplement. We're also taking cost actions that will allow us to deliver double-digit earnings growth, even under our worst case revenue scenario. In all three scenarios, we of course face pressure. The reality of an economic slowdown, significantly lower oil prices and CapEx impacting our Upstream Resources business, a general slowdown of new business and decision-making, a near-term shock to consumer spending impacting our auto customers as communities shut down. Now our first scenario, which is the upper end of our guidance, requires the world to settle quickly. And in this scenario, we'd expect our Q3 recovery to begin. Under the Q3 recovery scenario, this is what you would expect to see in terms of our businesses recovery; continued volatility that's driving demand for our pricing and valuation services, and then we'd see a recovery of equity issuances coming in the second half, lower oil prices driving OPEC plus to an agreement in Q3, Brent would rise to the low $30's by the year-end and we'd have an average in the upper $20's, new and used car buying impacted now in Q2 would continue and then rebound in Q3. Okay, let's look at the second scenario. Second scenario moves recovery to Q4; continued volatility drives demand for financial services solutions, a new equity issuance has been closed for most of the year. Oil markets remain uncertain, new OPEC plus agreement is delayed until the end of the year which would lead to an average price of Brent in the mid-$20's, the shutdown of auto sales in Q2 would be followed by U-shaped demand recovery with slow growth throughout the second half. Now the third scenario, which I call with my team are a worst-case scenario. Gives that the longer global recession with no recovery expected in 2020 and recovery begins in 2021. Now, I personally really believe that we've modeled here a worst-case scenario. This is a very challenged financial markets industry, our customers are under continued profit pressure through 2020, without any normal conditions returning until 2021. OPEC plus has disintegrated, there is no sign of any agreement throughout this year, and an average price of Brent will stay in the low $20's into 2021 as well. A sustained recession in the auto industry with sales of both, new and used cars impacted throughout 2020. Now for modeling exercises; my view with this transparency that we're going to be providing you with, each and every quarter and updating you against it, you can model off our worst-case scenario which we'll call the 2021 recovery scenario. We're all working hard and there's many great story that can entice you in to the Q3 and the Q4 recovery, and we'll keep those in mind as we update you regularly. But as you know, we've managed IHS Markit since merger very prudently, and we are going to base our cost assumptions and our cost measures against our worst case scenario in order to provide downside protection, to be able to deliver strong profitability regardless of our revenue outcome, and we've already put in process more than $250 million of 2020 costs. Many of these costs, a minimum of $50 million are modeled as permanent cost reductions going forward. There is also a variable portion of costs that we now have levers in place that as revenue recovers we'll be able to bring those costs back to normal levels. I'll give you some examples of the efforts that my team and colleagues have been making globally to deliver this robust financial plan. Now, of course the variable costs that adjust with revenue, especially within the Autos business are natural levers, those are in place. Last night, my Board, myself, approved a set of executive salary cuts for my top 300 people. And the Board is also equally considering for a next Board meeting in April, a reduction. Cash bonuses will be curtailed, workforce reductions, travel and entertainment, non-critical projects, contractor spend, and a freeze on both new and replacement hiring, we're also optimizing facilities and lease negotiations, reduction in purchase expenses also being optimized. In addition to providing double-digit earnings growth in a challenging environment, these cost reductions now are allowing us to maintain investments in each and every one of our segments at the levels we were investing at. No investments have been cut around our alternatives business, our auto enterprise Mastermind product, which the Mastermind team had a whopping 36% first quarter, really great performance in recovery. Our initiatives around climate, and regardless of this current environment, the challenges of climate globally are not going away and IHS Markit will be prepared to build those services as we look forward into 2021 and beyond. And then finally, our team working on a new asset management platform that will bring efficiencies in technology and operations to the asset management industry will still be fully invested. Next, we've been investing in our data lakes, teams and people from working globally to transform our technology stack, to be able to offer new and exciting services to our customers that are already taken shape, underway and revenue in the pipeline. Our investment in our transformation to the cloud will carry on fully. All of this is provided for within the plans presented in each of the three scenarios, as well as in the 2021 and 2022 guidance as you see us returning to growth. Now, let me provide you some color on how the current uncertainty may impact each of our different segments so you can understand the levers we're dealing with and equally gain confidence in the plan that we're providing you. Let's start with resources. We know the price of oil is under pressure from the largest disruption of global industry demand. With increasing supply, our scenarios are going to assume an average global CapEx reduction of roughly 30% in 2020 and further 15% in 2021. Now, with the bulk of the cut to North America, this will impact our upstream business, and remember our upstream business is now only 60% of resources revenue. Remember, our upstream revenue is broken into three parts; data, analytics and our insights businesses. We expect the largest negative impact to be on our data business followed by analytics, but our insights business includes market forecast, analysis; the insight business has held up very well during the last downturn, and we expect even better this time as the financial market, corporations, governments are all calling on us to provide information and scenarios to manage them through this difficult environment. We're well diversified this time; super majors, national oil companies, large, mid-sized, and small independent E&P companies. There is and going to be the most pressure among our small independents. The small independents make up only a $100 million of our upstream revenue and reside within North America, and they're mostly customers of our data and analytics offerings, and where they are stronger are still drawing on our insights to help them with their decision-making through this tough period. Moving to our downstream business; now 40% of our resources revenue and very well diversified chemicals, power, gas, renewables, agriculture and our OPIS business -- we expect these businesses to continue to produce regular growth as the customer base is very diversified and mostly non-E&P customers, in fact. Now, the E&P industry is going to remain under pressure in the coming quarters. But as a company, we're so much better positioned than the company that entered 2015. Here are some of the reasons; our resources business, as I said, is more balanced, our fast growing downstream businesses are now 40%, they were only 15% back in 2014. Upstream revenue is only 15% of our total company versus 35% back then. International data cancellations which led the decline in revenue the last time are much lower as large independents are mainly operating in the U.S. today. Our team's been through this before, they've got the playbook and we're operating with much better data and analytics due to all the investments we've made post-merger in systems to help support us. Given all of this, we expect our resources segment's organic growth to be positive low-single digits to negative low-single digits, adjusted for the events -- the one-time events cancellation in 2020. Okay, let's go to Transportation. Included in Q1, which was absolutely stellar and I really want to congratulate the team for the results that they delivered, we've been delivering and performing at a very high level with double-digit organic revenue growth in 10 of the past 11 quarters. Now, in the current environment, our Transportation business will experience headwinds and this is discussed in our scenarios. As regions around the world enact stay at home policies to deal with the virus, it's easy to know that consumers are not out buying cars. We saw this in China during their shutdown period and we're now seeing a slow recovery. The dynamic is now beginning in North America. And traffic to dealerships will continue to decline significantly and put tremendous profit pressure on our dealer customers. We do believe this is an unprecedented short-term impact to the dealerships and not representative of how the industry would perform during the normal cyclical downturn. The range of the outcomes tied to our three scenarios is wide and growth for this segment should be between positive low-single digits to negative mid-single digits. Let's move to Financial Services, which also performed exceptionally well in Q1 and have done over the past three years, just fueled by product innovation, market penetration, diversification and a very strong team. We now expect organic growth in the mid-single digits and here is what we're assuming. So you're going to have stable revenue across information. This is due to the high recurring revenue and all of these products are must haves and even more so in these volatile environments. Our valuations are in full demand, corporate actions, corporate Services, all very much needed with potential growth in demand in the coming quarters. Now, Processing, which has been a challenging segment of course, is processing derivatives and secondary loan markets but two-thirds of it is derivative processing and the volumes and of course the ticket sizes are lower and the volumes are higher due to the volatility and we'll see some tailwinds there through the coming quarters. We also expect though, some weakness within solutions. It's going to be due to longer software sales cycles, lower volumes in some of the Issuer Services business. We expect lower volumes through Q2 for our equities, bonds and municipals, which combined are about $70 million of our annual variable revenue. In our best scenario, we start to see some improvements early in the second half with no improvement in our worst-case scenarios through to 2021. Now, finally within CMS and it's great to see CMS coming through and supporting us in this challenging time, but here our hard work is paying off. We see steady demand for our product design offerings, continued demand for our economic and country risk [ph] offerings where we provide knowledge and insights into the challenges across over 200 countries. And our health sciences team is being called on as well for advice due to the COVID-19 pandemic. All of our customers need increased support in a rapidly changing world and we expect organic growth in CMS to be in the low single digits. Now, I'm going to turn the call back to Jonathan, who will provide details on the 2020 guidance.
Jonathan Gear:
That's great. Thank you, Lance. Now relative to our original guidance, as a reminder, we previously announced the cancellation of events due to the COVID-19 health concerns. Again, as a reminder, these cancellations will negatively impact Q2 revenue by $50 million and adjusted EPS by $0.09. Approximately $40 million of the revenue impact relates to the Resources segment due to the cancellation of our CERAWeek and CHEMWeek [ph] events. The remaining $10 million relates to our Transportation segment due to the cancellation of our TPM Maritime and other events. We have also adjusted for the change in foreign currency exchange rates since the beginning of the year, causing a negative FX impact on revenue of approximately $25 million. In terms of our forward view for 2020, as Lance stated, due to the uncertainty we have developed three scenarios to take into account different assumptions on how the virus, the price of oil, and economic situations evolve over the next few months and quarters. Our supplemental schedules detail the three scenarios with the following ranges; revenue of $4.75 billion to $4.425 billion; organic growth of between 1% and 4% normalized for the impact of the Q2 events; adjusted EBITDA of $1.825 billion to $1.85 billion; and adjusted EPS of $2.76 to $2.81. As Lance mentioned, we would direct your estimate to the lower end of these ranges at this time. Now in terms of cost actions, we are in the process of executing approximately $250 million of 2020 costs. We do expect approximately $50 million of these costs to be permanent go forward reductions. The variable portion of costs will return as revenue recovers in our Auto businesses and salaries return to normal level in 2021 and 2022. Finally, we expect cash conversion of approximately 50% due to one-time costs with our cost reduction efforts and working capital delays due to market conditions. All guidance items below adjusted EBITDA are unchanged from prior guidance except for stock-based comp. Our original guidance range call for a full year stock-based comp expense of $220 million to $225 million. We now expect full year stock-based comp expense to be approximately $30 million higher than our original guidance due to higher employer taxes from the U.K. National Insurance expense on 2020 option exercises. This represents a one-time increase in our GAAP stock-based comp expenses in 2020 and will not impact our 2021 expense level. In terms of capital allocation, given the current market conditions, we are focused on maintaining high levels of liquidity and capital structure flexibility. We do plan to pause share buybacks and plan to maximize our capacity under our bank credit facility. However, the cash dividend we initiated and paid in Q1 will continue as planned. We maintain a very healthy and strong balance sheet, investor-grade rating, a well-positioned debt maturity ladder and a strong diversified bank group. While there will negative impacts from the current external challenges, we do have a model that can absorb the risk in this environment, yet still deliver solid earnings growth. And with that Lance, I'll turn the call back to you.
Lance Uggla:
Okay. Thanks, Jonathan. As our supplemental slide layout, our cost cutting actions are going to anchor our 2020 earnings to double-digit growth, regardless of which revenue scenario unfolds in the coming quarters. We're not providing formal guidance for 2021 and '22 but based upon our scenarios and cost actions, we would expect in each of those forward years, organic revenue growth to return to our longer-term range of 5% to 7%, adjusted EPS growth of double-digits and as we move through the year, we'll update you on our progress with our cost actions and the conditions within our end markets against our scenarios. Now, finally, I want to thank all of my colleagues around the world who have been working tirelessly to manage the rapidly changing dynamics within our markets, local communities and to continue to serve our customers. And to you, our shareholders, I want to thank you for your support and give you my commitment of this unparalleled level of transparency in our progress against our multi-year plan during these uncertain times and my commitment will be to continue to update you against scenario one, two, and three, our worst case scenario, and project those into 2021 and '22 and show any adjustments needed on a quarterly basis. Now, with that, operator, we're ready for questions.
Operator:
[Operator Instructions] Our first question comes from Gary Bisbee with Bank of America Merrill Lynch. Your line is open.
Gary Bisbee:
Hi, good morning. And thanks for all the color, Lance and team. I appreciate it. I feel like that's a lot more than a lot of companies are giving. Obviously, it's taken a lot of work, so we appreciate it. Given how rapidly things are changing and frankly just how dramatically things have changed in the last 10 days, what's your confidence level around the scenarios, in particular, the worst case and especially revenue being able to bounce back to that mid-to-high, single-digits so quickly if the recession coming out of this persists for a while?
Lance Uggla:
Right. So, I guess, if you have to look at the numbers, how I've worked in with the team, the first thing that I wanted to do with the team is make sure that the decisive nature of our response is early and protects us through our worst case scenario and then sets us up very well for the recovery, but also its protection, given the variable nature of some of those cost returns can protect us indefinitely looking forward. If you want to ask me about my probabilities on scenarios one, two, three, my view is, is that the scenario one with 4% organic growth is my lowest probability scenario, and I'd say that's a 10% chance that we're able to deliver that scenario. That depends on the recovery time, but also it will depend on some of the new revenue initiatives that are in place and the demands on some of our existing services that have some silver linings in difficult periods. So, let's put a 10% or maximum 15% on that scenario. I'd also say that our scenario two, with a recovery going into the end of the year probably has a similar probability on it of 10% to 15%. And so therefore, what really made me focus on our worst case scenario, which I really do believe at a 95% confidence level is more than enough to protect us through all the environments that I'm looking at in terms of the modeling today with my team. And I really wanted to put that out on the table to eliminate a lot of the shareholders' fears about the what-ifs. So when we come back next quarter in Q2, I'll update you on those costs and I'll share with you the total revenue impacts and how we're tracking against each of those scenarios. And I think with that color, Gary, we'll be well-positioned to manage through this year but also will give us a great base level to start 2021. Next question?
Operator:
Our next question comes from Bill Warmington with Wells Fargo. Your line is open.
Bill Warmington:
Hello, everyone. I wanted to -- how are you doing?
Lance Uggla:
Good. We're all on virtual, so we're having to give each other a hand signal to see who is going to take your tough questions.
Bill Warmington:
I know. It used to be that working for home was -- there was a stigma associated with it, and the dog would bark and give you away. But I think it's pretty much the new normal these days. So, I wanted to also say, I appreciate the detail around the scenario analysis. I think that's very helpful, constructive way to lay out the guidance. I wanted to ask about the assumptions that you have around the ACV and resources and how -- maybe you could repeat the comments around where ACV finished up in Q1? And how you think that's going to unfold in the different scenarios?
Lance Uggla:
Okay. Well, I've got all my leadership team on here virtually Brian, Edouard, Adam, and Jonathan. So, I'll pass that to Brian who's worked up his models and he can answer that question directly. Brian?
Brian Crotty:
Can you hear me?
Bill Warmington:
Yes.
Brian Crotty:
Hey Bill. So yes, we see -- ACV, we see it trailing just a little, but only the segment. I mean, the segments that we model it for are really just the Data Business, and mostly we've taken it by customer. We've really drilled into it. And so, we're really focused on the drilling segment of our customer base. So, that coupled with saying towards the future, our -- we've taken down our projections on new sales early into that segment. But the nice thing is, as Lance said earlier, the business is a lot more diversified now. We're seeing a lot of strength still in our downstream businesses which are growing high-single digits.
Lance Uggla:
Good. Thanks, Brian. Jonathan, you wanted to add to that?
Jonathan Gear:
Yes, I was going to give you the numbers, Bill. So, as I mentioned, the Q1 organic ACV increased by $3 million and the trailing 12-month organic ACV is up $24 million or 3%.
Lance Uggla:
Thanks, Jonathan. Next question.
Operator:
Our next question comes from Jeff Meuler with Baird. Your line is open.
Jeff Meuler:
Yes. Thank you. I just -- hi, good morning. Just want to confirm on Transport that the figures that you gave us, the outlook figures are for the full year in total, including, I guess the strong growth that you saw in Q1, meaning the Q2 through Q4 numbers are implying something. Well, we just want to make sure I'm understanding that right. And then just any color you could give us within Transport or Autos by the different product lines and the outlook would be appreciated? Thanks.
Lance Uggla:
Okay. So, the numbers are for the full year, and I have Edouard Tavernier on, and he'll give you a bit of color on the Automotive and Maritime segment.
Edouard Tavernier:
Great, thank you. Thank you, Lance. Thank you, Jeff, for the question. So, in terms of color, as we've said historically, our business is resilient to what I would call cyclical downturns. But this, as Lance said, is not a normal cyclical downturn. And as we worked with many retailers across the U.S. and Canada, we are seeing first-hand the impact of communities shutting down on automotive retail. So, our dealer partners are hurting, they're hit by an unprecedented consumer demand shock. And as you know, we are seeing an increasing number of states that are issuing stay at home mandates or where entire communities are shutting down. In these conditions, dealers may no longer be able to sell vehicles. Some of them have had to close temporarily. Others have seen a dramatic decline in their revenues. So, as our Q1 earnings showed, we are incredibly well positioned to support the industry going forward, and we look forward to expanding our long-term partnership with North American automotive dealers. However, in the short term, our business is being impacted by depressed levels of new business, increased levels of cancellations, and in some cases temporary price concessions to dealer partners during the month of May they we are no longer able to operate their business in normal conditions. In terms of car makers and suppliers, the entire supply chain is facing challenges in the face of COVID-19 disruption, and we continue to be very well-positioned to help them through this crisis, including helping them manage disruptions in their supply chains.
Lance Uggla:
Thanks, Edouard. Next question?
Operator:
Our next question comes from Manav Patnaik with Barclays. Your line is open.
Manav Patnaik:
Thank you. Good morning. Hey, Lance. Good morning, guys. And thanks for the color as well, but just on the financial services assumption for the full year. I was just hoping you could help us with, how much of that mid-single-digit organic growth is driven by your expectations of processing volumes, helping you guys in the next couple of quarters given the volatility there?
Lance Uggla:
Yes, I wish -- I'll let Adam speak in a moment, but I couldn't have a more conservative leadership team and every time I say the derivatives volumes that we're starting to see here, we should see that through the rest of the year, they put them back to flat. So in the models that we're showing you there is a modicum of upside in terms of processing. So there is really the real bet is that we maintain our current business. We have a really strong pipeline and the financial markets are maintaining the need for the information, the rollout of new regulations and the demand incrementally for second and third pricing services through this volatile period. And we saw something similar in '08 and we're seeing some of that now. We have modeled out though that other pieces of demand of course will decline. And Adam, why don't you give like Brian and Edouard have done, just a bit of color on Financial Services in a bit more detail.
Adam Kansler:
Sure. Thanks, Lance, and thanks Manav. I think Lance captured the bigger picture very well. I think when you think about our business, it's a pretty well-diversified business across the different types of financial services, customers and services and products we provide. So in volatile times like this looking for processing, we will see places within our processing business with outsized performance to the upside, volatility does drive credit markets in some interesting ways but in this moment you're also seeing a real Holocene [ph] equity issuance and real fits and starts and other fixed income issuance. So like -- I tend to think of it is a balanced package. There may be opportunities on the upside as we go through the year depending on how long things last and what markets look like over the next several months, you may see aggregate downside. The full year vision that we've given bakes in what we think is a conservative estimate of what would happen in each of the three scenarios thanks.
Lance Uggla:
Thanks, Adam. Next question?
Operator:
Our next question comes from Hamzah Mazari with Jefferies. Your line is open.
Hamzah Mazari:
Hi, good morning. Thank you for the color as well. You guys spoke about the business being much more diversified, you talked of our Downstream, Upstream being lower, and also you have sort of the downturn playbook from the last cycle. Maybe if you could touch on are your contracts structured differently versus last cycle? Do you have more multi-year contracts? Is the cancellation, notice period the same? And then just versus the last downturn playbook is there anything different you can do on the cost side? I know you mentioned $250 million of costs, and then $50 million permanent. So maybe just compare the downturn playbook you have this time, how it's different from last time? And then maybe any changes to contract structure, if at all? Thank you.
Lance Uggla:
Okay. I'll pass that to Jonathan first and then he can pass it to Brian, if necessary.
Jonathan Gear:
Sure. Just a couple of comments on kind of where we are in the cycle and emphasize some things that Lance says in his earlier comments. First of all, Q4 and Q1 are our heavier renewals type of periods. So you kind of gotten through those two periods, which obviously is helpful. The second thing and I'll compliment Brian and the team. They've done an excellent job of going through customer-by-customer, understanding their position, where they are in the renewal cycle and also where they are in the oil patch and identifying where we see potential risk really at a customer-by-customer level. So again, I think we have far greater transparency for analytics and control kind of where we are in this cycle. Brian, anything you want to add?
Brian Crotty:
No, the only thing I'll add is coming out of the last downturn, we did focus on multi-year agreement. So we have increased our percentage. So we feel pretty good about where we are in those and we continue to sell those as well.
Lance Uggla:
Excellent. Thank you. Next question?
Operator:
Our next question comes from Kevin McVeigh with Credit Suisse. Your line is open.
Kevin McVeigh:
Great, thanks. Just real quick, hey, Lance, great job. Really just, well done. Just I want to clarify on the capital allocation. Did you say, are you going to draw down on the revolver? Number one. And then number two, Jonathan, on the ASR are you going to complete that $500 million ASR or that's on hold as well?
Lance Uggla:
Yes. Okay, I'll start and then I'll pass to Jonathan. So we, we completed the $500 million ASR. We started a $250 million ASRs, that's been going through the quarter, which will be completed probably sometime in April. We have a -- halted any further ASRs until we see better sight into the forward marketplace. In our modeling looking forward into next year and the following year with the return to growth, we modeled in about a $1 billion of buybacks in each of those years and we're not going to draw down on our liquidity lines. We've got a diversified bank group that's strong and we've talked to them all and we don't see a need to draw down on those bank lines. So that's what I'd say. Jonathan, add to that?
Jonathan Gear:
Yes, well, that actually covered very, very well. And the thing I'll again amplify to this, we have a very, very strong bank group, over 20 banks in that group, Atlanta [ph], we've spoken to everyone. We really frankly don't have a need to draw down a bit. So we don't have any plans at this point to do it. But again, we certainly have the liquidity there should we choose to in the future.
Lance Uggla:
Thank you. Next question?
Operator:
Our next question comes from Andrew Steinerman with J.P. Morgan. Your line is open.
Andrew Steinerman:
Hi, two questions. In the 2020 guide in the third scenario, which is the plus 1%, what's your assumption around subs versus non-subs organic revenue growth? And I also have a second question, what needs to happen during 2020 to set yourself up to get to that 6% to 7% organic revenue growth that you painted in 2021 and 2022?
Lance Uggla:
Right. So I guess, I look at our 2019 performance -- I look at our Q1 performance, I look at the investments we're making in incremental growth in well-demanded areas, and I look at a lot of our must have services across all of our divisions, and even the investments made to put CMS on a stronger footing. I really felt a lot of confidence going into this year of our 5% to 7% and having ample opportunity to be in that range and even at the top of that range. As we look at this year, Andrew, this is an unparalleled situation, and I think what I've said since merger is that we were in a good position to be able to manage this company, expand margin and provide double-digit earnings growth, even if we fell down to a 4% ongoing organic revenue growth. And in this case, even in our worst-case scenario as we fall down to 1% growth combination of strong decisions by my team as well as putting us in a strong position next year, you can see that we got those levers to manage the company well. So going to your next question, which is on that 6%, a lot of what we do is multi-year recurring revenue must have. The variable portion of our business is quite low. We're very diversified across customers and very diversified in all divisions across products. I'm not assuming that the recovery, the COVID-19 pandemic playing into that global recession continues on right through '21. But if that's the scenario that you would like to put into our model, then I would suggest that you see a 2% to 4% revenue growth in '21 with a long protracted recession and you'll see us maintain the variable cost that we're showing in our model in the supplementals to be rolling back in as staying out and you'll continue to see margin expansion and double-digit earnings growth as we navigate some of the tough challenges ahead of us. But we've got a resilient model that can respond differently than many of our peers and customers. And I think the team has really put in the efforts in the tough decisions now that are going to ensure that if your scenario, if that's what it is, of a protracted recession into 2021 and beyond, we've already put the cost management in place to be able to manage that and the variable cost would stay out, of course, the revenue would come down and hopefully some of the newer initiatives around climate, around asset management, cost reduction platforms in place around our alternatives business that we expect will be still a key part of future financial markets and of course, dealers trying to return to sales will meet us for their incentives planning, advertising, building audiences, and I have to say, I feel very committed to that forward plan and I'm very confident that even if we do go into a protracted revenue lower than the 6% at a lower single-digit level, we can manage the Company and deliver exceptional results. Thank you. Next question?
Operator:
Our next question comes from Andrew Jeffrey with SunTrust. Your line is open.
Andrew Jeffrey:
Hey, good morning guys. Appreciate you taking the question. Certainly unprecedented times, hopefully relatively short-lived anyway; I wonder if I could dig down a little bit in the cost savings projections. As I look at my model, they're pretty significant from a margin standpoint in absolute terms too. I mean, how comfortable are you taking out the costs that you are -- which presumably would be at an accelerated rate compared to a normal environment that that doesn't impair your ability to return to growth on the other side of all this.
Lance Uggla:
Right, that's a good question. Well -- so to me, there's two pieces of these cost take-outs. One piece of them are permanent take-outs, so as we described that's about $50 million. The second piece of this is a variable cost takeout that we'll need to return with the revenue, but they are scaled against that return to profitability. So, we have a big cost base, $4.5 billion of revenues and more than $2.5 billion of costs. So we've got a big cost base. So to take $50 million out in terms of fixed means that we've had to dig deep and look at things that are some nice to haves, things that we're working on that weren't revenue based initiatives but maybe were you know an expansion of an office, maybe they were some of the nice to haves. We have around a lot of the social activities in the firm, things around higher priced contractors that we might have been using to accelerate our growth, which in this environment, we will look to move to our better-cost locations and bring back in-house. So we're ready for that return to growth. So about $50 million, which is a couple of percent of our overall cost base that we've taken out permanently. The rest is variable. So what is that variable? Travel and entertainment. It's the salary cuts that I led with my executive team. It's our forward events calendar, which will be -- will come back slowly over time. It's our -- some of the things around our revenue that's tied -- that has a tied cost base so marketing expense that we use is CARFAX to support used car listings that will be off. So, we -- there is a bunch that are variable and they'll just come back in naturally and we've modeled those in for you so you could see how that works. But we have taken out $50 million fixed. I forgot also some of the purchased expenses, we've already renegotiated. We put in some -- we've got 130 offices. There were several million around leases that we've either extended now at lower prices or actually decided to eliminate and carry on with a work from home strategy going forward. So we've -- I think the team has done a great job on that and I'm not worried about the $50 million and I like the variable nature of the other costs because, as Andrew asked in the previous question, it gives me the levers to protect earnings if the revenue is slower than planned. Jonathan, do you want to add some to that?
Jonathan Gear:
Sure, that is a great summary, Lance. One thing I would add is that the part of our business, which is being most affected in this scenario here is our automotive business, particularly our support for marketing efforts for both used and new cars. And that happens to be the part of our business that has the most variable cost that flexes up and down with revenue. So there is a natural and significant flex down that comes naturally. As our dealers need less traffic, as their shops are closed. If it comes back down, they will naturally come back up. So I think the key thing that we've all done as the executive team and management team has done here, we've been very focused. And as Lance mentioned in his opening remarks, we still are investing in the key growth levers and drivers that will take us into the growth in '21 and beyond.
Lance Uggla:
Good. Thanks, Jonathan. And that probably last point was the most important is, we've got kind of four great long-term growth levers that further diversify us and take us to new levels. And we're quite pleased to be able to announce that to our teams that we wouldn't be cutting any of those initiatives whatsoever in the forward plans because they are important to that -- our future. The other thing that I think is important on the cost side is that we really made a decision around enhanced severance and focus on any workforce reductions to ensure that nobody is sent home with less than a year of continuance in terms of their compensation through this tough period. And again, that's an important leadership decision that my teams collectively made. Next question?
Operator:
Our next question comes from Alex Kramm with UBS. Your line is open.
Alex Kramm:
Hey, good morning everyone. Maybe to come back to the guidance, what -- I don't think anybody has asked this question, like, what would be the thing that you would look for to not make that double-digit growth in 2020? I guess what are the factors that could still get you below that where you just can't find any more offset? And I guess you could ask the same question about 2021 as well.
Lance Uggla:
Yes. Honestly, the way I've produced this guidance for you guys now in these scenarios, I don't really -- to me, it's a low single-digit probability to not hit that double-digit earnings growth in 2020 and 2021. Next question?
Operator:
Our next question comes from Seth Weber with RBC Capital Markets. Your line is open.
Seth Weber:
Good morning, guys. Just a -- I guess, maybe just first a clarification on the $50 million permanent cut. Is that, should we assume that that's skewed to resource on a relative basis versus the other segments?
Lance Uggla:
No, not at all. Actually, if I look at all of our teams, they do a great job expanding margin each year. One thing you should know about our margin expansion, a lot of it has come through our attrition and then replacing attrition in near and offshore locations, which have substantive gains for our operational development testing and other roles. So we've got 16,000 people, about 4,000 of them are in better cost of living locations and that gives us more than probably 100,000 per person fully costed [ph]. So we've been doing that naturally, and the teams have been expanding staff but reducing costs and adding margin by leveraging our footprint, which is now very well developed. And so a lot of what we're doing here across the whole firm is accelerating some of those initiatives, and that means we've got to look at everything across the firm, whether it's, finance, HR, tech, development, whether it's product people and product development folks. We really have to leverage that footprint globally and that's across the whole firm. Brian's already running a lean, mean Energy team which do a great job and our view is the diversification there across Upstream, Midstream and Downstream gives us ample opportunity to deliver great results for the firm. It's actually quite interesting, when you actually look at what's happening to us through this period as we gave you a worst-case scenario actually, the worst-case scenario is being driven by our best performing division which is Automotive, because they have the variability around the used car and the Listings businesses around CARFAX and CARFAX Canada. So here we are in an environment where everybody is worried about our energy market performance. But the energy market performance would have been completely absorbed in the outperformance of financial markets, CMS and automotive but it's the combination of this worst-case scenario that puts us in a place where the cost initiatives are, I think, prudent because they put us in a very flexible position for 2020 profit delivery but also with a variable return of expenses. We're now actually well-positioned for 2021 and 2022 and I just really felt it was important to give you guys our models, which I don't think is going to be the norm across companies out there, but we basically shared with you my planning tool, how I'm managing the company, and I'm going to update you on that every quarter. And as far -- since merger we, I guess, besides one little blip, we've never missed a single number we've given to you. So don't expect us to do that going forward. We plan to hit these numbers and hopefully be able to surprise. Okay, next question?
Operator:
Our next question comes from Shlomo Rosenbaum with Stifel. Your line is open.
Shlomo Rosenbaum:
Hi, thank you for taking my questions. And again, I appreciate the detail around the forecasting. Lance, can you talk a little bit about what you've seen so far in Asia-Pac, in China? How you see things play out and how you believe that might be applicable to what we're seeing in other areas of the world or where you think it may not be applicable?
Lance Uggla:
Right, so it's very interesting. That's a great question and probably one that takes us a little bit away from the script and the call, but at the same time, you can see how a recovery can happen. So started in China, we sent -- everybody was sent home, working from home, we're testing our systems. We're learning about the challenges of not being able to travel into a region, trying to complete deals, close deals and make things happen. Today, our people are mostly back in the offices and they managed this through a very serious use of social distancing, hands washing, use a mask. People that don't wear the masks are shunned at in Asia and the ones that weak them are respected. We have the opposite problem here in the UK, and I think you have it in North America. People get a funny look if they're wearing a mask as if they're the challenge and the ones that don't wear the mask are going to prolong the recovery. So in Asia we've had -- we had China recover first. Hong Kong now, our office is back and running. But again, people are very careful about their social distances and cleanliness in terms of masks and hands but they're back working together. Actually sales and our pipeline is actually quite strong, a bunch of new pipelines, orders and businesses coming from Japan, China, Hong Kong, Singapore. If anything, it gives you a lot of hope for our scenario one but actually, I think with such a democratic society in Europe and North America, I actually think that I can't bet on the Q3 recovery and therefore I wanted to share with you a Q4 and even a full year lack of recovery. But if we followed the Asian path you would quickly go to our Q3 recovery and say, yes, you got it right. And you do, you know as well as I do that, that when I talk to many people, including the U.S. President and online last night is we want to get back to work quick and soon. And not that I necessarily believe that that's the reality, but there are still many people that don't think that staying at home and staying out of danger is going to be a way to get to a recovery and get to the other side. So here we are. You've got a Q3 optimistic view that follows the Asia path and it follows probably what I'm starting to hear out of Italy. Although you see big numbers in Italy, when I talk to colleagues and others in Milan, I start to see that people are starting to see some optimism in the control. If you don't believe that, push to the Q4 recovery. And if you don't believe that, go to our worst case scenario, lever your models off of that, bet on the earnings that I'm showing you and then you have to decide the recovery. But what's nice about the recovery, if we don't hit the revenue, our costs are now variable, rolling back in and we'll protect earnings. And I've got lots of levers for growth. When the right opportunity comes, but right now I want to make sure I keep the company strong, be able to pay all our people well, protect our liquidity and deliver great results for you guys. Next question?
Operator:
Our next question comes from George Tong with Goldman Sachs. Your line is open.
George Tong:
Hi. Thanks, good morning. I'd like to go back to the topic of cost reductions. Can you discuss the timeline for when you expect to complete your permanent cost reductions? And when you might expect to return to your prior longer-term guidance of 100 bps of annual EBITDA margin expansion?
Lance Uggla:
Yes. Well, as you've seen in all scenarios this year, you'll have in excess of that margin. And, if you look forward into '21 and '22, we also forecast a continuation of the 100 basis points. So our view is, even though we're going to have a strong outperformance, we still have ample scope for our organizational design that we've been working on and we expect that to continue into the future. So my perspective, the margin story and the earnings story is really strong; this is a story about revenues that are going to come off at some unknown level. And so therefore, we need to set a set of cost reductions in place that will be constructed to never return, and to come back and return on a variable basis with the revenue. So I feel we've got a perfect model set up for the go-forward. What I would say on the permanent reductions, the $50 million that we talked about, we are already in full execution mode, and I'd expect those to have a 8-month impact for this year. I'll pass in full impact for next year. Jonathan?
Jonathan Gear:
Great. I'll just echo what you said Lance. And George, what we're seeing is, even in our worst case scenario we expect to see a couple of hundred bips of improvements from 2019 to 2020, and then continue to have 100 bips all the way through to 2022; so we're no way backing off on margins improvement commitment.
George Tong:
Thanks, Jonathan.
Lance Uggla:
Next question?
Operator:
Our next question comes from Ashish Sabadra with Deutsche Bank. Your line is open.
Ashish Sabadra:
Thanks for taking my question. And Lance, thanks a lot for all the colors that you've provided. Maybe just a quick follow-up, as you mentioned, there is the biggest variability is on the auto or the used-car listing site, and thanks for providing a lot of color on that front. My question there was, just as we think about the cadence there -- just given the variability also, is it fair to assume that you would see the most impact there in the maybe second quarter? And even in the worst case scenario, you should see that part of the business bounce back quicker than other parts of the businesses and reaccelerate fastest growth; is that the right way to think about it?
Lance Uggla:
That's exactly how we think about it. But again, if you model off of that worst case scenario, we're saying, you know, you don't have any of that recovery until next year. But our view is that bounces back very quickly, we've got a super strong model. And maybe Edouard wants to add some additional color to that.
Edouard Tavernier:
No, I think you're spot on, Lance. Obviously, the sector is very, very responsive to consumer demand. So it will take the bigger hits right now in Q2. We've seen activity levels declined precipitously in the past two weeks and but obviously, we think this sector will rebound before the other because as soon as consumers will back into dealership logs, our dealer customers, our dealer partners will require our tools and solutions, so absolutely.
Lance Uggla:
Excellent. Thank you. Next question?
Operator:
Our next question comes from Joseph [ph] with Cantor Fitzgerald. Your line is open.
Unidentified Analyst:
Hi, and thanks for the scenarios in the call. Just on oil, have you seen any real-time changes in oil CapEx spending? Our budget is being opened up and what are you building in for M&A and failures or any possibility of a deal in these scenarios? Thanks.
Lance Uggla:
I'll pass it to Brian in a second. But clearly, in our worst case scenario, we see the smaller independents really struggling, potential mergers, potential failures to pay potential bankruptcies; so therefore, I think we -- it's $100 million of all of that revenue, and we definitely -- you know, I think modeled appropriately for that piece of the puzzle. We do see Shell came out with their announcements and you can see that CapEx will be curtailed. We put actually a 30% followed by a further 15% cut on CapEx which we think is significant. Given the -- you know, there is going to be a built up; obviously, supply -- that needs to get tuned through in the future, but ultimately, there is a -- still a robust demand for product, still longer term and that needs to be brought out of the ground. So, I think our model is fairly robust. And Brian, maybe want to add some additional color on that?
Brian Crotty:
Yes, I think so. You know, obviously, CapEx goes down further certainly in the US and it does overseas. But I -- you know, the thing that actually helps us out is some of the oil is hedged in the US, so those small independence will stay around and try to weather the storm. So, I think -- you know, while CapEx will actually accelerate and will decelerate in that area, these companies -- you know, it's not oil goes down to $20 and these guys go out of business; so there will be a lag before we start to see curation [ph].
Lance Uggla:
Thanks, Brian. Our next question?
Operator:
Your next question comes from Andrew Nicholas with William Blair. Your line is open.
Andrew Nicholas:
Hi, thanks for taking my question. How is the shift to working from home affected the various internal projects you have underway, whether it be the data lake project or the hiring practices tied to your shift of the employee base to lower cost regions, or really any other projects that might have previously relied more heavily on face-to-face interaction? And then, same topic or at least relatedly, if you could provide any color on the expected impact of virtual work on your sales force's ability to sell new business and build your pipeline? That would be helpful.
Lance Uggla:
Yes. No, that's -- that's a good question. I've never been -- I have to say, I've never been celebrator of work-from-home. And so, I'm learning my lessons here the proper way. But actually what's funny is, your productivity working from home without interruptions is actually substantively improved for many -- for others that have challenges in terms of children, family, etcetera, in that work-from-home environment that becomes something that you have to work with. But I found productivity for myself has improved and my connection with people have been substantive, and -- so I'm actually very pleased. And if anything, it's made me rethink some of those policies and flexibilities that many companies would like to have. We also have put in -- we've been an early, we're in the middle post the Asian move, we started to look at the workplace analytics tools, and tools that measure productivity; so we actually have some early POCs [ph]. And I think what we can see is, productivity at home is pretty damn high, and people are working very hard, and our pipelines and results are showing that. On developers and people working on projects; you know, most of our developers sit side by side with headphones on and are in their own focused world doing their jobs, and they're quite happy to not have to commute and be able to focus on the work at hand. We have some professional services people that actually have to go on site with our customers, and of course, this is curtailed. And so we've put in for slower implementation of some of those activities, but a lot of times the customer's virtual acceptance has actually increased. And again, it's very focused. So decision-making is happening effectively. So, for a non-believer in work-from-home, I've become a believer, I find that I'm working more hours sitting here at my dining room table than I care to admit. And really, my colleagues around the world have been impressive, and I have to say that they're holding up the fort very well. But let's hope we get some social interaction back in our lives again soon. Next question?
Operator:
Thank you. I'm showing no further questions at this time. I'd like to turn the call back over to Eric Boyer for the closing remarks.
Lance Uggla:
Okay. And just before -- just before you go Eric, I just really want to say to all of our shareholders that all of you represent and the shareholders that are on the phone; you know, for us, it was a big decision in terms of opening it up to transparency in this detail, as well as giving you that detail into 2021 and 2022. But I did feel that in times like this, making decisions day-to-day you're entrusted to invest people's money, and you need to make sure that you don't have to second guess what's happening in the companies you're investing in. So this level of transparency will be updated every single quarter until we feel we're back to a normal situation. When we get back to the normal situation, I ask that you accept that I'll turn that light bulb off and go back to managing the company, how we always did, and hopefully, if your trust in both, myself and my management team will remain at the highest of levels. And thank you for your support. Eric?
Eric Boyer:
Great, thanks for your interest in HIS Markit. This call will be accessed via replay 855-859-2056 or international dial-in at 404-537-3406. Conference ID 4656659 beginning in about two hours and running through March 31, 2020. In addition, the webcast will be archived for one year on our website. Thank you and we appreciate your interest and time.
Operator:
Ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now disconnect.
Operator:
Ladies and gentlemen, thank you for standing by. And welcome to the IHS Fourth Quarter 2019 Earnings Conference Call. At this time, all participant lines are in a listen-only mode. After the speakers’ presentation, there will be a question-and-answer session. [Operator Instructions] Please be advised that today’s conference is being recorded. [Operator Instructions] I would now like to hand the conference over to your speaker today, Eric Boyer, Head of Investor Relations. Thank you. Please go ahead, sir.
Eric Boyer:
Good morning. And thank you for joining us for the IHS Markit Q4, 2019 earnings conference call. Earlier this morning, we issued our Q4 earnings press release and posted supplemental materials to the IHS Markit Investor Relations website. Our discussion on the quarter are based on non-GAAP measures or adjusted numbers, which excludes stock-based compensation, amortization of acquired intangibles and other items. IHS Markit believes non-GAAP results are useful in order to enhance understanding of our ongoing operating performance, but they are a supplement to and should not be considered in isolation from or as a substitute to for GAAP financial information. As a reminder, this conference call is being recorded and webcast and is copyrighted property of IHS Markit. Any rebroadcast of this information, in whole or in part, without the prior written consent of IHS Markit is prohibited. This conference call, especially the discussion of our outlook, may contain statements about expected future events that are forward looking and subject to risks and uncertainties. Factors that could cause actual results to differ materially from expectations can be found in IHS Markit’s filings with the SEC and on the IHS Markit website. After our prepared remarks, Lance Uggla, Chairman and CEO; Todd Hyatt, EVP and Chief Financial Officer; and Jonathan Gear, President, Transportation, Resources and CMS, will be available to take your questions. With that, it’s my pleasure to turn the call over to Lance.
Lance Uggla:
Okay. Thank you, Eric. Happy New Year and thank you for joining us for the IHS Markit Q4 earnings call. Our 2019 was another successful year for IHS Markit. We delivered another year of consistent financial results, we rebalanced our portfolio, updated our capital allocation policy that increased our capital return commitment, including a new quarterly cash dividend, and we continue to increase the pace of innovation across the firm. Overall, we finished the year with a solid Q4 and we are reaffirming our 2020 financial guidance, which is once again within our longer term commitments. Now on to the financial highlights. Organic revenue growth was 6% in both the quarter and the year. Adjusted EBITDA margin expansion, ex-FX was 120 basis points in the quarter and 100 basis points for the year, and adjusted EPS growth was 14% in the quarter and 15% for the year. In terms of core industry verticals, I'll provide Q4 and full year 2019 highlights and then our outlook for 2020. First, Financial Services segment. So Financial Services organic growth was 6% in Q4 and for the full year. During the year within the information, we expanded our pricing and reference data and valuations offerings, successfully launched new regulatory solutions, and launched a number of new indices, including the global Carbon Index, a first of its kind product that has already won its first ETF mandate. Our solutions team continues to innovate to meet the needs of our customers that desire tools that increase efficiency and reduce risk. We made great progress with cross-business integration of capabilities, which included a next-generation regulatory compliance platform. We increased the adoption of our corporate actions managed services, expanded our portfolio and data management solutions into alternative asset classes and into the energy sector. We announced the joint venture in China with Hundsun Technologies to extend the global connectivity of our bond syndication platforms and we accelerated new customer wins with over a 100 added in private markets alone. Within processing, we continue to invest in new capabilities for our core offerings. We made progress replatforming our systems to drive long-term efficiencies and growth opportunities and invested in new solutions for the FX markets. Within Financial Services, we also completed the integration of Ipreo with strong progress against our synergy targets. In 2020, we expect organic growth within Financial Services in the 6% to 8% range. Within the Information, we expect growth from our pricing and reference data and valuation services businesses from continued share gains. Our equities business driven by new regulatory products and from our index franchise due to the continued shift to passive investing and new products launched. Within Solutions, we expect continued growth across our diversified offerings and particularly we are looking for a strong year from our on-boarding and compliance management tools, especially within alternative asset classes. We also expect to see normalized levels of equity and debt issuance that will drive solid performance in our syndication and book building businesses. Processing is expected to be flat to slightly up year-over-year with mixed market conditions in both loans and derivative markets. Moving on to Transportation which continues to produce very strong results with organic revenue growth of high single-digits in the quarter and the year. In 2019 within autos, we successfully launched our CARFAX for Life product, which helps dealers better target their service line marketing. We made progress with our new Unity auto forecasting platform, which leverages the data lake and new analytic tools. We continued to improve Mastermind's competitive positioning, leveraging its combined loyalty and conquest product. And we integrated a small, but strategic acquisition of our JV partner that provides analytics support for our emissions and regulatory compliance offerings. Finally within maritime and trade, we continue to drive post-merger cross-sell initiatives into financial markets with positive results. In 2020, we expect transportation organic growth to continue to be in the high single-digits driven by strong recurring revenue performance. Our used car business will continue to see strong results from used car listings, our banking and insurance products and our new CARFAX for Life product. The core vehicle history reporting business will continue its steady growth. Our new car business which is 35% of our automobile business is expected to deliver strong results as the industry looks for our support to manage through challenging new car sales which were down 5% globally in 2019. Mastermind is expected to contribute strong double-digit growth as it continues to expand its dealer footprint. And then finally within maritime and trade, we expect accelerating growth due in part to the launch of our new trade compliance product that will be leveraging the newly built data lake. Moving on to Resources where organic growth was 3% in the quarter and 5% for the full year. Here our downstream business -- businesses once again grew high single-digits for the year, due to a healthy end market and new product launches. Our upstream business showed modest growth, driven by insights and analytics, international data, partially offset by North American data. Our CERAWeek Conference had another year of record attendance with over 5,500 delegates from more than 85 countries, demonstrating our position as a critical partner and thought leader to the industry. We also made great progress with the integration of the Agribusiness Intelligence acquisition with our downstream businesses. In 2020, we expect the continuation of the trends we saw in 2019 and for our organic revenue growth to stay in our longer-term 4% to 6% range. Today's energy markets are complex and a tale of many scenarios which provides for an increasing role for us to support our customers as they weigh the impact of evolving global trade relationships, future of the car, the growing use of renewables, the increasing relevance of ESG. We've been organizing ourselves internally to capture our share of these developing growth markets. Within upstream, we're excited for the launch of our Energy Studio, which is our new upstream data delivery platform that will provide for new visualization and analytic capabilities enhanced by the data lake. Within our downstream businesses, we expect strong growth due to favorable industry dynamics, Agribusiness synergies, and new product rollouts in the greenhouse gas and plastic space. Downstream will also continue to benefit from increasing demand for retail fuel pricing and solutions for connected cars and petroleum retailers. Finally, CMS, organic revenue growth was 4% in the quarter and 1% for the full year. In product design, we continue to deliver low to mid-single-digit recurring revenue growth and also made good progress stabilizing our royalty rates. We also completed the divestiture of our market research business within TMT. In 2020 within CMS, we expect to deliver low to mid-single-digit organic growth. Moving on to some of our strategic initiatives around innovation and product development. I feel very good about the progress that we made in 2019 and continuing to drive a culture of innovation across our firm. We continue to better leverage our data assets, our industry experts, and our growing data science capabilities to help our customers in new ways and to create new revenues. We launched a more formalized innovation lab within Financial Services and held a firm-wide innovation month for the first time. These programs created new product ideas that we'll look to launch in 2020 and beyond. We also met our goal of on-boarding all our key strategic data into the data lake and we're already seeing early benefits. Going forward, we expect to see growing efficiencies around data ingestion, faster product development, and improved distribution of our data and products to customers. In 2020, we'll look to further commercialize the value of the data lake and to further drive product innovation across our businesses. I look forward to giving you updates in the future. With that, I'll turn the call over to Todd.
Todd Hyatt:
Thank you, Lance. We had a strong finish to the year with results ahead of our expectations. Our Q4 financial performance included revenue of $1.12 billion with organic growth of 6% and all-in revenue increase of 5%; GAAP net income of $202 million and GAAP EPS of $0.50; adjusted EBITDA of $453 million, an increase of 9% with margin of 40.4%; and adjusted EPS was $0.65, an increase of $0.08 or 14%. We were pleased with the finish to the year and the solid revenue and profit performance we delivered throughout 2019. Relative to revenue, our Q4 organic revenue growth of 6% included recurring organic growth of 7% and non-recurring organic growth of 1%. Looking at segment performance, Financial Services revenue growth was 5%, including 6% organic and flat FX. Recurring organic was 7% while non-recurring organic declined $4 million or 13%. Our Information business organic was 6% led by strength in our pricing and indices, Processing organic declined 1%. We continue to see growth in derivatives processing offset by lower loan processing revenues. Solutions organic was 1% due in part to difficult comp in our analytics software business, offset by good growth in our enterprise data management and corporate actions businesses. Financial Services revenue included Ipreo revenue of $93 million with organic growth of 19% in the quarter. Transportation continued its strong operational performance with revenue growth of 9%, including 9% organic and flat FX. Organic growth was comprised of 12% recurring and 4% non-recurring. Resources revenue increased 7%, including 3% organic, 3% acquisitive and flat FX. Recurring organic was 5% with growth benefiting by 1 percentage point in the quarter and for the year from the new revenue recognition standard. Non-recurring organic declined $2 million or 7%. Our Q4 ACV increased $2 million and our full year ACV increased $24 million. We ended the year with ACV of $759 million, which was up 3% versus prior year. CMS revenue declined 8%, including 4% organic, TMT divestiture impact of negative 11% and flat FX. Recurring organic was 1%, and included 5% recurring organic in our product design business. Non-recurring organic growth was $4 million or 20%, due primarily to uplift from the boiler pressure vessel code. Turning now to profits and margins, adjusted EBITDA was $453 million, up 9%. Our adjusted EBITDA margin was 40.4%, up 130 basis points on a reported basis and up 120 basis points normalized for FX. Regarding segment profitability, Financial Services adjusted EBITDA was $198 million with margin of 46.1%, up 220 basis points. Transportation's adjusted EBITDA was $136 million with margin of 41.8%, up 250 basis points. Resources adjusted EBITDA was $100 million with margin of 42.2% down 220 basis points. CMS adjusted EBITDA was $31 million with margin of 24.5%, down 100 basis points. GAAP net income was $202 million or $0.50 per share. Our adjusted EPS was $0.65 per diluted share and $0.08 or 14% improvement over the prior year. Our full year adjusted tax rate was 19%. Q4 free cash flow was $148 million. Our full year free cash flow was $973 million and represented a conversion rate of 55%. The full year free cash flow was impacted by 5 percentage points, due to the onetime tax payment discussed in our Q3 call. Free cash flow was also negatively impacted by 2 percentage points from tax payment on the sale of our TMT assets and a further 1 percentage point from capital spend associated with consolidation of our Denver campus. The Denver capital spend was offset by proceeds from the sale of one of our Denver buildings which was reported in the investing section of our cash flow statement as proceeds from sale of assets and therefore did not flow through to our free cash flow calculation. Turning to the balance sheet, our year-end debt balance was $5.126 billion, which represented a gross leverage ratio of approximately 2.9 times on a bank covenant basis and we closed the quarter with $112 million of cash. In the quarter, we also amended and extended our revolving credit facility through November 2024 and reduced the size from $2 billion to $1.25 billion. At year-end, our undrawn revolver balance was approximately $1 billion. Our Q4, fully diluted weighted average share count was 408.4 million shares and our full year fully diluted weighted average share count was 409.2 million shares. Our full year share repurchases were approximately $576 million or 9 million shares, an average price of $64.16. We launched a $500 million ASR on December 1, 2019. The ASR will be completed during Q1. We also have a regularly scheduled Board meeting on January 17; and at that time, we'll recommend the Board approve a Q1 dividend. In terms of capital allocation with the $500 million ASR and our planned dividend, we have already committed in-year capital return to shareholders of approximately 50% of our annual capital capacity. We plan to increase 2020 capital return to the high end of our capital return target of 75% through additional share buybacks. In terms of M&A, we closed the sale of our A&D business for $470 million on December 2. We expect net proceeds from the transaction of approximately $440 million. Also in early December, we paid $76 million to acquire an additional 14% of the AMM business. We now own 92% of AMM. We will acquire the remaining 8% of AMM no later than December 2022, based on an, earn out, mechanic, tied to adjusted EBITDA performance. Moving to full year financial results, total full year revenue was $4.415 billion, which represented growth of 10%, including 6% organic, 5% acquisitive, and negative 1% FX. Financial Services organic revenue growth was 6%, with all-in revenue growth of 20%. Transportation organic revenue growth was 8%, with recurring organic growth of 10%. All-in revenue growth was 7%. Resources organic revenue growth was 5%, with all-in revenue growth of 7%. CMS organic revenue growth was 1%, with all-in revenue decline of 4%. Turning now to reported profits; adjusted EBITDA was $1.779 billion, up 14% versus prior year. Adjusted EBITDA margin was 40.3%, with reported margin expansion of 130 basis points and normalized margin expansion of 100 basis points excluding FX impact. GAAP net income was $499 million with GAAP EPS of $1.23. And adjusted EPS was $2.63, a $0.34 or 15% increase versus prior year. In terms of guidance, we are reaffirming our 2020 guidance which we provided on our November 8TH, guidance call. This guidance provides for; revenue of $4.52 billion to $4.59 billion with organic revenue growth of 5% to 6%, including recurring organic growth of 6% to 7%. Adjusted EBITDA of $1.86 billion to $1.89 billion with adjusted EBITDA margin expansion of 100 basis points and adjusted EPS of $2.82 to $2.88. In terms of the cadence of quarterly profitability, we expect the progression to be in line with 2019 profit progression. Finally, we expect cash conversion in the low 60s or approximately $1.15 billion of free cash flow, taking account of termination of our U.S. and U.K. pension plans. And with that, I will turn the call back over to Lance.
Lance Uggla:
Okay. Thanks Todd. We delivered another year of consistent financial results in 2019 and have strong momentum entering 2020. I want to thank our colleagues around the world for their hard work, in delivering for our customers and shareholders. And before we turn the call over for Q&A, I want to personally thank Todd for his partnership, as this will be his last earnings call as we complete the CFO transition on Feb 1, as previously announced. And I have to say personally I couldn't have asked for a better partner. And the last three years of results come through partnership not just Todd and I together, but the whole firm, but the relationship that we've struck up has been first class. So, thank you.
Todd Hyatt:
Thank you, Lance.
Lance Uggla:
We're open for questions.
Operator:
[Operator Instructions] Our first question comes from Gary Bisbee with Bank of America. Your line is open.
Gary Bisbee:
Hey good morning. Yeah Todd, I'll add my congratulations to you. It's been a fun ride. You know, the questions around margins, the – a quarter ago, there was some discussion of maybe pulling forward some investment into Q4, but the margin performance was excellent. So, I just wanted to understand, if what the cadence of investment looks like? And then, Todd, if you could give us any color, just there was a lot of moves at the segment level? Anything stand out in terms of explaining some of the positive and negative moves there? Thank you.
Todd Hyatt:
You want to…
Lance Uggla:
Well, I could start. I'd just say on the margin, we do focus on returning 100 basis points of margin to our shareholders. It's part of our long-term guidance and something that we feel confident in delivering for the next three to five years. And therefore, it's part of our long-term guidance. What we do look to do is throttle our investments internally against that delivery. And so if I look across the whole year, I think we delivered 100 basis points FX-adjusted margin. We expect to do the same next year. And incrementally, we look to invest in our organic growth pipeline over and above that. You want to add, Todd?
Todd Hyatt:
Yeah. What I would say at a segment level, Gary, I actually put together a schedule. I just look at that the year-over-year revenue growth and the year-over-year margin flow through. And when you do that, what you really see is, it was a really consistently strong year for Financial Services. And Ipreo certainly benefited. Ipreo performed very well, but in general, Financial Services was strong throughout the year. Transport, probably a little bit of bumpiness, we talked about recall, lower margin recall, which saw really strong margin in Q4, really strong recurring. So that follows through. Resources had a pretty good year. Q4, not as strong, but I think a little bit of timing in there. And then CMS, a bit of a challenged year with some of the headwinds we've talked about. But yes, when I look at CMS, I'm actually encouraged by what has been good performance in product design over the last couple of quarters. But I think that provides some color on what we've seen within the segments at a margin level.
Lance Uggla:
Thanks, Todd. Next question.
Operator:
Our next question comes from Manav Patnaik with Barclays. Your line is open.
Manav Patnaik:
Yeah. Thank you. Good morning. I was hoping you could just walk us through some of the moving pieces in Resources. I was just wondering, why non-recurring was down 7%. And then even on the recurring side, I think you had called for mid-single digits, but came in at 3%. So, I was just wondering in the context of, what are you expecting next year. What are those moving pieces?
Lance Uggla:
Right. Okay. No, I think, Resources has shaped up nicely into that 4% to 6% long-term or guidance that we've laid out. And this year, we delivered right into the midpoint of that. And I think we'll do similar as I look forward into next year. But it really is a tale of three parts. You've got an upstream business that has two of those parts, about a third of the division each. The one focused on data was led internationally with offsets domestically in North America, therefore having a slight negative growth on subs. When you get into the analytics and software, and events like CERAWeek you've got high single-digit growth on this – the other third of upstream. And then finally, our mid and downstream chemicals, renewables, OPIS, Agribusiness, you know this whole play of power and energy transition was high single-digits as well. So net-net, I think, resources stand strongly in that 4% to 6% guidance; albeit, the mix is slightly -- vary slightly quarter-to-quarter. But I feel good about next year. One thing about the data assets of our upstream business, it really is our storefront that leads us into all other activities. So if you look at CERAWeek growing at 20% plus. It grows at 20% plus because we've got deep relationships around the world with respect to our solid data assets and the research around them. It would be the same with our analytics and software where that data feeds too, same with our consulting and we are really strong nonrecurring revenue pipeline building up into 2020. And that's primarily coming because of just the challenges that the energy market are seeing and the need for experts like ourselves to help our customers navigate those forward marketplaces. So that's -- Todd, do you want to add to that one?
A – Todd Hyatt:
The other thing I'd add on the non-recurring specific in the quarter, I mean, I think non-recurring end quarter is always -- there is always some timing there. Non-recurring for the year was 8%. And it was really a good story in Resources. Good software performance, consulting while we're not investing significantly in consulting that performs well another record-breaking CERAWeek. And Lance called out in a script that we do expect to see good non-recurring inside analytics next year. And I think when we look at the backlog going into the year, we feel okay about where we're at.
Q – Manav Patnaik:
It’s good.
A – Todd Hyatt:
Good. Thank you. Next question.
Operator:
Our next question comes from Bill Warmington with Wells Fargo. Your line is open.
Q – Bill Warmington:
Good morning, everyone. And to Todd congratulations on a great run and happy trails. So, a question for you on the data lake, you mentioned that the data lake is full. You also mentioned some products in passing in the prepared remarks. And I wanted to know if you could review for us, how the data lake is being commercialized today? And your thoughts on how you plan to commercialize it further in the future?
A – Todd Hyatt:
Okay. So Yaacov is actually with me, so I'll let him add to parts of what I'm going to say now. So first off, 2019 is about making sure -- and it was a Board commitment to get all of our data sets across our verticals into the data lake. And that was the successful outing. And we also had said that we'd begin the commercialization by building new products in 2019 to the data lake. And I think we talked about those throughout the year in various quarterly calls. So a great success. So we have discoverability of our data across the entire firm for the first time in a single location. That's not just valuable externally, but also to our people internally who want to gain access to the data for product development. As we move into 2020, we don't want the marketplace to just discover our data sets, we want them to be able to discover our 2,000 or 3,000 -- our 3,000 subject matter experts globally that are experts on various parts of our data assets. We'd like our research to be discoverable, and therefore, we'd like to be able to create new commercial packets of information that are more readily available to our customers, both domestically and abroad. And we see that as incremental growth for our key data sets going forward. Finally, I'd say that this year is about building that commercial model. So Yaacov has passed the commercial aspects of the data lake over to Sally Moore who's taken responsibility, and she recently hired an executive to come in to lead that product offering reporting to her and he's already started. Yaacov, do you want to add anything to my comments there in terms of excitement around the data lake, the types of things you're working on that are exciting you for 2020?
Yaacov Mutnikas:
So, thank you, Lance. Just a few points. About 98% of all our curated data is discoverable is in data lake and available to anybody, internally, externally to use to-date. Although, to-date we opened the data lake for internal use only up to March 2020. Although, during the data lake build, the various data science projects we have powered by the data lake, today the BAU, the businesses are engaging with data lake because of the way it's constructed and people have been trained worldwide how to engage with that technology and what opportunities it opens. The next thing that I wanted to mention, the platform for March this year is going to open in a multi-tenant way, which allows us the opportunity to coalesce our client or partner data together with our data with the same level of discoverability, ease of access, and the same API subject to security constraints, et cetera. In my view, this opens for us a new pathway the way we engage our clients and the way we engage our partners. In terms of other key issues of 2020, up to this point in time, we mostly focused on structured and semi-structured data. It is our objective before the end of 2020 to ingest all our research content and to make it a discoverable in a similar way we discover unstructured -- structured data as well as through feature engineering and similar processes, connect our research content to our structured data in a technology, which is generally called enterprise knowledge graph. I will stop there and answer any question that's relevant.
Lance Uggla:
No, that's good. Thanks Yaacov. So, there's a lot going on. It is a exciting strategic initiative over the last few years for our firm post-merger, but the investments that we've made in the technology stack will begin to pay-off commercially, but also pay-off from a -- we expect in our quest for 100 basis points of margin a year, we hope that we start to see some of that margin coming from data ingestion and lowering the cost of handling the data into the firm as well. And we hope that in 2020, some of that 100 basis points will come from efficiencies there. Next question?
Operator:
Our next question comes from Jeff Meuler with Baird. Your line is open.
Jeff Meuler:
Yeah. Thank you. Good morning. On CARFAX for Life, how are you measuring success at this point? Is it about service provider sign-ups or consumer engagement with the myCARFAX app, and whatever the KPIs are? How are they trending? And then, where are you in terms of monetizing the CARFAX for Life initiative? Is it a needle mover on the particularly strong transportation recurring growth that you delivered this quarter? Thank you.
Lance Uggla:
Thanks. Jonathan, you want to grab that?
Jonathan Gear:
Sure. I'll go ahead and dive into. Thanks for the question. So in terms of metrics, again, we launched the program early in 2019. It's been a lot of historical bolt-on before that in the myCARFAX app in building the consumer uptake of it, but we launched this formally in 2019. So the metrics in 2019 were really around customer penetration. We sell it as an add-on, primarily to our vehicle -- our core VHR dealer customers. So the metrics have been around rooftop penetration. We feel very, very good about the progress being made there. It’s really hit – hit all the internal milestones we had around that. In terms of a needle mover, not a huge revenue impact in 2019. We certainly had that. I think you'll see some impact in 2020. But one of those long-term growth engines that we see from CARFAX, we've seen really the last six, seven years starting with the core VHR then build to used-car listings, which certainly saw impact from UCL in 2019. CARFAX for Life, I expect this to be a growth driver beginning to have impact really in 2021 and beyond.
Lance Uggla:
Thanks, Jonathan. Next question?
Operator:
Our next question comes from Kevin McVeigh with Credit Suisse. Your line is open.
Kevin McVeigh:
Great. Thanks. Hey, congrats to Todd and Jonathan as well. Hey, Todd real quick. Just you've done kind of automotive mastermind. You've done inform the informer swap Ipreo deal, sale of A&D. Is there any way to think about, as you position the portfolio, what it can do to the longer-term growth given, you're clearly transitioning the model into higher growth end markets, what that can mean for the organic growth longer term?
Todd Hyatt:
Well, you addressed it to me, so I'll start. I'm sure Lance will jump in. I mean, I think the key on acquisitions is we want to acquire companies that are complementary to and support our existing asset positions. And so we can support those assets to be more successful, the acquired assets, but we can also use the assets that we acquired to support our underlying core businesses. And I think that's what you see with Ipreo. You see synergistic value with Ipreo, bringing additional pricing data to our municipal bond offering, to our loan business. You see our FS account managers being very effective on cross-selling the Ipreo into a lot of the alternative space. And so to me, it really is about building on our core underlying market positions and competitive advantage and acquiring assets that are very complementary to and support that. AMM, similarly, filled the gap in our automotive portfolio, where we really didn't have a presence in the new car dealer space. And now we look at AMM, and we say, okay, we are using information in our core OEM space to support AMM. Likewise, we can use AMM product to start to build an enterprise mastermind life product. So to me that's what we've done successfully. I think is what we'll continue to do.
A – Lance Uggla:
Right. I may just add a little bit to that as well. If I look at our three scaled verticals, where you look at Transportation, you look at Resources, you look at financial markets and you look at each of those verticals, each of them plays a big role in cleaning, processing and providing data to our customers to use in decision-making. And there's a lot of synergies around the management of that data and the relationship to the data lake. So we want assets that are in full heavy and can leverage our technology, our data lake, our delivery and our ingestion. And we think we've got ample commercial, as well as efficiency gains to be had from continuing down that path. The second thing we want to do is we want to be the company that has experts applied to our data. So the 3,000 experts we have are not able to just write research on a subscription basis, they're able to engage with our customers around helping them decision make with respect to the key issues within -- that surround them as our customers in the environments they operate in. And then finally, with the organization of the data into the data lake, we have a growth engine across those three scaled verticals called data science, which is really the application of math and technology to our data sets and we want to get those efficiencies and those synergies. So, albeit, you look at us as an information company offering products in transportation, energy and financial markets, when you get inside the company we think of ourselves as managing information, providing research insights consulting and now data science to help our customers which happen to be an energy transportation and financial markets make decisions. So, by cleaning up and managing the portfolio against the information company objectives, we think that, we can maintain our 5% to 7% organic revenue growth. We've got room for the 100 basis points of margin expansion and we've managed our expense growth to 4% we'll be able to deliver you double-digit earnings growth as well. So, our long-term guidance, very much intact and we've got opportunities to perform to the high end of that guidance, but we'll be just dissatisfied operating at the 5% as well because it allows us to contribute and continue to respect our guidance that we're given to shareholders. Next question?
Operator:
Our next question comes from Andrew Steinerman with JPMorgan. Your line is open.
Andrew Steinerman:
Hi. Could you share what the Ipreo organic revenue growth rate is assumed within the 2020 guide?
A – Lance Uggla:
We don't do that. I think when we acquired it, we talked about double digit and it's been performing at double digits.
A – Todd Hyatt:
Yes.
A – Lance Uggla:
Next question?
Operator:
Our next question comes from Andrew Jeffrey with SunTrust. Your line is open.
Q – Andrew Jeffrey:
Hi. Good morning guys. Thanks for taking the question. Lance, I had hope you could elaborate a little bit on a comment you made in auto in particular, on the new side of the business. I think you mentioned that, you feel like you're well-positioned to help manufacturers, sort of manage through more challenging SAAR environment. Could you just kind of flesh that out a little bit? I would think that might present challenges rather than opportunities. So, that was a notable comment.
Lance Uggla:
Okay. Well, I think the transition by auto makers to EVs, the research and development into AVs, the overall componentry and management of the connected car, these are all quite complex. And so what we're finding, in the demanding regulatory environment around emissions, those are things that are all playing favorably into somebody like ourselves benchmarking, cleaning, processing data for decision-making, and those are subscription based longer term contracts. So, they really don't have the ups and downs of the actual 5% decline in the auto market, really you can see year-over-year it's not impacting us. And if anything our recurring growth in the quarter was at 12%, so a substantive -- very strong. The second thing I would say is that, in tough markets, our customers become twofold in terms of their challenges. One, they've got big incentives they're applying to the marketplace to sell cars and those incentives require audience building and we're the world leaders in terms of car registration and our ability to help our customers build an audience for direct TV, social media, print-based advertising, and so that's one piece. And incentives is tens of billions and it plays very well with master minds, in terms of a product we're calling enterprise mastermind, and we hired a very seasoned executive to lead that for us. And it's marrying mastermind, CARFAX and our registration data to help the incentive spend. The second bit that's really important is the advertising spends and that gets right down into the dealer footprint. And the dealers also need help with the building of the audiences around their marketplaces and we have a great role to play there as well. So, in general, I guess, what I'm saying to you is, I don't wake up in the morning and look at the 5% declines in the auto market and have a concern that our transportation segment is going to be down. If anything, in both resources and automotive, today, I look at the decision-making complexities of our customers and I feel we have a growing role to help them navigate that. And the cost of them buying a service from us versus trying to do these things on their own is a substantive savings to them. So, I feel well insulated around helping our customers' decision make, in complex challenged market, when we're at data insight Analytics Company. Next question?
Operator:
Our next question comes from Hamzah Mazari with Jefferies. Your line is open.
Hamzah Mazari:
Good morning. Best of luck hard, Todd, as well. My question is just around retention rates overall in the portfolio. I think back in 2017 they maybe were in the low 90s. Any opportunity on retention rates as you look across your portfolio? Thank you.
Lance Uggla:
Well, obviously that's the best – I would say that's the best revenue you get it's retaining the customer and – but we still operate in that 92%, 93% retention rate across the firm and it seems pretty consistent. But I can tell you that every one of our business leads looks to try to improve on that. And so of course, that's always a full-time effort by the teams to try to move their retention up slightly, but it has been consistently in that low 90s and I don't see that changing. Next question?
Operator:
Our next question comes from Alex Kramm with UBS. Your line is open.
Alex Kramm:
Hey, good morning, everyone. Just wanted to come back to the resources Lance and I guess Todd too. You guys sound very comfortable with the guidance range here. But when I look at kind of some of the data in this quarter, I mean, the non-subscription growth obviously was negative, and I appreciate it's lumpy but historically, it's been a leading indicator. And then more importantly, ACV, I think Todd have heard you right, plus $2 million quarter-over-quarter, plus $24 million year-over-year that's pretty soft I think the lowest since 2017. So that doesn't suggest – that suggest you're actually adding subscription at a lower rate. So just, is there a timing issue? Or why is the ACV so low relative to your guidance?
Todd Hyatt:
I think ACV has been – it's been pretty consistent for the last three years. So that ACV number has been in the 3% to 4% range consistently over that period of time. We didn't see a step-up on it – of it in Q4, but it's certainly, when we look at our plan and we look at our expectation that the non-recurring will over-perform, again, we certainly see a clear path to deliver within the guided range. But certainly, something we're very focused on is elevating that ACV. But I don't think we really indicate. What we've consistently said is it's very stable. And we feel comfortable with sort of the stability of the business. And really a big question is, so when do we see this upward acceleration. And as you know right now, I think we have performance that supports within the guided range for 2020.
Lance Uggla:
Yeah. Good. Maybe I can add a little bit to how I look at it, because I really since merger I've never been that fussed about the energy price relative to what our performance can be in E&R. And if I look at it now, I look at our performance in both downstream, which we've diversified with acquisitions of OPIS, agribusiness, chemicals, pricing and news business so three small – two small, one bit larger acquisition there. We're world leaders in chemicals. We're the go-to around plastics and sustainability. We're now leading player in the discussion around energy transition with topics, such as hydrogen, battery storage, solar technology. You know -- really having a real understanding of the marketplace and its extension into ESG, which will be worked on between financial markets and energy. We understand the climate story and we understand the impact that that's having to our customers. And we're required there to support them shortage of food with our Agribusiness. We've got a great position there. Our environmental registry last year, albeit small grew north of 40%. So the whole topic of voluntary carbon credits. So I look at it and I go, if data is our storefront and last year North American data demands were down and international up that was interesting that was a small offset. But you're talking around one-third of the revenue of the division. If you go the year before, international was flat or at the time of merger and North America was growing. But if you really look at what are the customers in those areas need, the people that are lending money to the assets, buying the assets, selling the assets, consolidating the assets. They need to understand the downstream markets. They need to understand gaining efficiencies in their current operations and production. They need to understand costs and benchmarking. Our Rushmore service actually grew last year for the first time which is our benchmarking service. So when I look at it, I kind of wake up and I go, if the actual data market was down -- was flat to even down 5% is that really an impact to our growth story at 4% to 6%? And the answer is no. Because you've got two-thirds of the revenue that can grow at mid to high single-digits and support our lower end of 4% our growth. So maybe when you look at IHS five years ago, you really had to look at the data and subscription sales and the non-recurring revenue around it to actually support your valuation. Now if I was building a valuation on IHS Markit. You build it off of -- your 4% resources, your 6% financial markets and your 7% Transportation and you have upside to 6%, 8% and 10% that's the story. And you know we know how to manage costs. You know we know how to invest for organic growth. You know we're innovating. You know we're adding data science and analytics which is a growth region. And so, I look at it and I kind of go -- this is -- you're asking whether it's in autos or resources, asking about are the auto markets up or down and as the energy price is up or down? And is there going to be more or less than 100 million barrels a day? And how is that going to impact our data set? I guess, I don't wake up and ask that question as the CEO. I look at the diversified impact across our decision-making and the businesses we're operating. And therefore I was quite comfortable to reaffirm our guidance for the fourth year running. Next question?
Operator:
Our next question comes from Jeff Silber with BMO Capital Markets. Your line is open.
Q – Jeff Silber:
Thanks so much. Just wanted to go back to the resources performance in the quarter. Todd, I think, you had mentioned some timing of non-recurring that kind of got you to the 3% organic growth, yet you're still confirming your guidance for 4% to 6% organic growth in 2020. Is there anything we need to know about the cadence on a quarterly basis? I know the comps will get easy in the fourth quarter next year. But anything else into the year that you can point out would be great? Thanks.
Todd Hyatt:
I don't think there's anything. I mean, you just have to be aware Q2 is a big quarter with events. And so you'll see -- I think if you just look at the trends, the relative proportion of revenue that was delivered last year quarterly, that's probably as good as anything. I mean, there's always going to be a little bit of bumpiness in non-recurring, but I think you'll be close enough.
Lance Uggla:
Thanks Todd. Thanks. Next question.
Operator:
Our next question comes from Shlomo Rosenbaum with Stifel. Your line is open.
Shlomo Rosenbaum:
Hi. Thank you for squeezing me in over here. Hey, just questions on two areas. Just in the Resources area, can you give some examples of the investments that are being made? And are they product-specific right now or they in the data lake area? And then also if you could just comment on the growth in solutions, which seems to have kind of trended down?
Lance Uggla:
Jonathan, do you want to start and then I can add?
Jonathan Gear:
Sure. So, I'll kick-off and talk about the investments in energy and natural resources. And then maybe one or two I'll call out. First, Lance did mention Energy Studio, which is our platform for all of our underlying data. And it's something we've been working on the last few quarters. We expect to launch kind of end of this year. And that will be a brand-new state-of-the-art platform leveraging the data lake. There will be a whole way of delivering, visualizing and analyzing our core energy data. I think it puts us in a very, very strong competitive position both B2B competitors in new ways for our clients to leverage underlying data. So, that's kind of a core thing around our data. And then we've also been launching in the world of energy is interesting, it's a lot of singles and doubles and there are lots of new products we had launched, we have launched end of the quarter. In Q4, our launch this year around pricing, providing new pricing benchmarks. Actually with our agriculture acquisition last year, taking that business model, applying some business models that we've seen successful in the past around pricing and adding market intelligence, launching that throughout the year. And so lots of singles throughout the year that really kind of add up to something impactful. Lance, you want to talk about solutions?
Lance Uggla:
Yeah. I would just say that one of the more exciting areas we pulled together under Atul Arya, who was the ex-Head of BP's strategy team. He's pulled together a cross firm team across financial markets, energy, and automotive. And it's here where all the discussions around clean tech are taken place and energy transition. And I know those are big buzzwords. But if you take it down, what are types of things we're doing there. Take for example hydrogen. Hydrogen is a future -- has a lot of future potential. In order for the energy market participants to understand and look at the market, the distribution of new power sources into the marketplaces, the contribution to the energy grid; it always starts with what you might call non-recurring revenue. So, in the first year, we may do a cross-industry report that might add $1 million or $2 million or even $3 million. But out of the back of that comes the recurring subscription services around the study. And so we have that going on within -- across hydrogen. We formed a market group around plastics and sustainability. We have the commodities at sea project. We're extending that from crude to coal and to iron ore. So, all these very interesting data-led initiatives where we're applying our subject matter experts to activity in the marketplace that's affecting our customers and our customers need help to decision make and need the cross-market expertise to come together in formal studies. And our teams are really, really good at working with the customers to develop new products. And so, I would say that you'll see more of us in terms of revenue growth around energy transition, cleantech, and then the extensions into climate. Next question?
Operator:
Our next question comes from George Tong with Goldman Sachs. Your line is open.
George Tong:
Hi. Thanks. Good morning. Todd, I also want to add my thanks and best wishes ahead. Within Financial Services, you experienced a 13% non-recurring revenue organic decline in the quarter. Can you drill into the factors behind the decline if it should continue? And also touch on Ipreo performance?
Todd Hyatt:
I wouldn't expect it to continue. I mean the numbers are relatively small. So I think the percent seems big, but the decline is $2 million year-over-year. And I think if you look sequentially, you'll see a few ups and downs, but I wouldn't call out anything specific or any concern. And then the question on Ipreo, can you say that again George?
George Tong:
Just the performance.
Todd Hyatt:
It's been strong. I mean Ipreo has performed well. And we got off to a slow start in Q1. We talked about that. But at the top line, it performed very well throughout the year. We've been very effective from a synergy perspective, and the cost, particularly around shared services. And it was a very good story. And I think we continue to expect it to be a good performer going forward and would expect it to deliver at this double-digit level that Lance talked about earlier. I mean the private capital markets in particular very, very strong, very high growth, but the global markets and the corporate services are also performing very well.
Lance Uggla:
Thanks, Todd. Next question?
Operator:
Our next question comes from Ashish Sabadra with Deutsche Bank. Your line is open.
Ashish Sabadra:
Thanks for taking my question. My question was on the product design. We've seen pretty good stable growth there in the mid-single digit, but as you think about the strategic fit with the rest of the businesses, how do you think about it now? And is there more opportunity for portfolio rationalization? Thanks.
Lance Uggla:
You want to start with that?
Todd Hyatt:
Sorry.
Lance Uggla:
Jonathan, why don't you start, I'll end up again talk up Todd and then we excel. Well, firstly I think your observation is a good one. It has become a very strong stable growing strong business line. It was hit a little bit with the other performance of CMS, the last couple of years here. But it has been delivering particularly the last few quarters as we look into next year, it's going to be a good strong performer kind of as we expect to be. And in terms of it performance -- it’s fit in our portfolio. It's an interesting asset. I mean financially different profile than the rest of our businesses, given primarily the royalty-bearing nature of the product. However, it does serve the customers we serve in automotive, the customers we serve in energy, rather large manufacturing businesses. So, we see certainly see an opportunity to see synergies particularly on the customer lands going forward. Todd, anything you want to add? No. Okay.
A – Todd Hyatt:
No. That's good.
A – Lance Uggla:
Thank you. Next question?
Operator:
Our next question comes from Seth Weber with RBC Capital Markets. Your line is open.
Q – Seth Weber:
Hey good morning guys. Thanks for keeping the call going. Lance, in your prepared remarks, I think, I heard you say something about the China JV update. I'm just wondering, if there's anything -- any color there and what -- should we expect you to accelerate your business in China? Should we expect to see more deals there, more JVs, or how you're thinking about that market? Thanks.
A – Lance Uggla:
Okay. Well we've -- across the firm now, we have several JVs and partnerships within China across our three verticals. It's definitely on a percentage term growing faster than Europe or North America, but absolute terms. Of course, we still got strong absolute performance out of our more developed markets. That particular JV bodes well for Financial Services in particular the Ipreo businesses where we formed a full JV to leverage our book building and syndicate book building expertise into the Chinese debt markets which are amongst the largest in the world. So, we do see some good growth that will support the continued 6% to 8% organic growth targets we have for financial services. Next question?
Operator:
Our next question comes from Joseph Foresi with Cantor Fitzgerald. Your line is open.
Q – Steve Chang:
Hi, this is Steve Chang coming off for Joe. Thanks for taking my question. We were just wondering -- do you see any swing factors for growth from any of the verticals? And maybe also, how economically sensitive do you think the business is now compared to prior years? Thank you.
A – Lance Uggla:
Yes, I see in each of our divisions, I think we've got -- we have strong opportunities for growth that are undeveloped or not developed fully yet. So, I've talked already about energy and natural resources. There it's about energy transition, it's about climate, it's about data science and analytics. When you get into transportation, I talked a bit about that connected car, CARFAX for Life enterprise, Mastermind, data science and analytics around emissions and regulatory compliance. And we're well positioned there. And then finally, I'd say in Financial Services, I still see the biggest growth for us coming long-term in providing middle and back office, pricing valuations, reporting solutions into the alternative space which is a rapidly growing part of the financial markets. And one where, the call for increased transparency is starting to come from not just the market participants, the LPs that are buying the product from the GPs, but also from some of the associations and bodies around the marketplace. And so I see a great role for us there. And then finally, I'd say asset managers are struggling with the cost -- the total cost of ownership of their infrastructure. So, like banks in post-2008, the cost of systems and compliance and build versus buy has shifted to a favorable place for companies like ourselves and we'd see a growth around data management solutions, risk, corporate actions, the order management, the tools that we provide to support the asset managers in terms of their tech footprint. So, I think we're very well-positioned. On CMS, product design one of the growth areas there is leveraging our natural language processing and data lake capabilities around the search and dissemination of specs and standards also providing efficiencies for our customers. So, in all of our divisions, we have new growth to focus on. And our teams are spending a lot of time strategically on figuring out how to develop product into those new areas, leveraging both, our tech footprint, our customer footprint, and our current products globally. Next question.
Operator:
Our next question comes from Andrew Nicholas with William Blair. Your line is open.
Andrew Nicholas:
Hi. Good morning. Thanks for taking my questions. I was hoping you could speak to major growth initiatives at Ipreo in 2020. In the past. I think you've talked about doing some additional work around valuation. But I'm wondering if there's, any other areas of focus this year in terms of investment? And then, relatedly, if there's any commentary you could provide about how you think about end market cyclicality when investing in new products with respect to Ipreo specifically? Thank you.
Lance Uggla:
Right. Well, the cyclicality there is, obviously, around the marketplace in terms of security issuance. So, of course, in municipals, that's pretty steady. We actually -- when we budget equity and debt markets, we take a long-term look at what has been the average amount of issuance in terms of number of deals and we model that. And we take into account to some pretty low cycle years. But the real growth for us is coming around, again, the reporting tools into the private markets. As I said in the call, we added 100 new customers globally, in private markets alone this year. And we see that as an expensive growth area for us, providing tools to help GPs, report to LPs, and LPs to organize themselves in terms of compliance of -- and understanding of the attributes of their investments. So, we're really well-positioned there. We're now building -- we put all of those products under Andrew Eisen. And he's looking to gain the synergies between data management, iLEVEL, which is the reporting tool I just talked about, WSO which is our products for the leveraged loan market, in terms of middle and back office reporting and other tools. So, bringing those together really is a powerful opportunity with great growth. And I think the alternatives piece of that that was in the Ipreo acquisition is one of two major alternative data management plays in the marketplace. I put eFront, which recently sold the BlackRock and Eye Level which is our product is probably the two most important alternative markets platforms in terms of building off of for future revenue. Next question.
Operator:
Our next question comes from Joseph Vafi with Canaccord. Your line is open.
Joseph Vafi:
Hi, guys. Just a question on the margin side. I was wondering, if you could just remind us where we are now in delivery mix in terms of resource delivery kind of maybe from lower cost geographies where that could go? And then secondly, just related to that margin potential on incremental investment spend on new products today versus what maybe the margin potential on kind of some of the existing business? Thanks.
Lance Uggla:
Okay. We have about 25% of our staff in our lowest cost, total cost location in terms of overall cost health benefits cost of living. We have another probably 25% in kind of nearshore advantageous cost centers whether it's Raleigh,. Manchester, Calgary places like that. And then, we of course have still a large number of our teams in London and New York and Houston and Dallas. Of course, those are a lot more expensive. So we do see that over the course of a two, three, five year period there's ample opportunity for us to manage our growth and attrition to allow us to have efficiencies on our salaries and benefits and those fixed costs. The second piece that we think that we have benefits on is one that you alluded to, which are tech efficiencies gained through using technology to be more efficient, machine learning other tools around data ingestion that actually can become less people intensive. And Yaacov is spending a fair amount of time with the technologists on identifying those opportunities. So I think the 100 basis points, until we get to 45%, 47% margin, which is a five-year target. I think we've got ample opportunities to deliver that margin expansion and it would also add our 5% to 7% growth right leads the appropriate amount of investment to support our organic growth. So I think we're – we're in a well oiled part of our strategy and one that I think that will be able to consistently deliver on for the next few years. Next question?
Operator:
I'm currently show no further questions at this time. I'd like to turn the call back over to Eric Boyer for closing remarks.
Eric Boyer:
We thank you for your interest in IHS Markit. This call can be accessed via replay 855-859-2056 or international dial-in 404-537-3406. Conference ID 7562478 beginning in about two hours and running through January 21, 2020. In addition, the webcast can be -- will be archived for one year on our website at www.ihsmarkit.com. Thank you and we appreciate your interest and time. Thank you.
Lance Uggla:
Thank you.
Operator:
Ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now disconnect.
Operator:
Good morning and welcome to S&P Global’s Third Quarter 2019 Earnings Conference Call. [Operator Instructions] I would now like to introduce Mr. Chip Merritt, Senior Vice President of Investor Relations for S&P Global. Sir, you may begin.
Chip Merritt:
Thank you and good morning. Welcome to S&P Global’s third quarter earnings call. Presenting on this morning’s call are Doug Peterson, President and CEO and Ewout Steenbergen, Executive Vice President and Chief Financial Officer. This morning, we issued a news release with our third quarter 2019 results. If you need a copy of the release and financial schedules, they can be downloaded at investor.spglobal.com. In today’s earnings release and during the conference call, we are providing adjusted financial information. This information is provided to enable investors to make meaningful comparisons of the corporation’s operating performance between periods, and to view the corporation’s business from the same perspective as management’s. The earnings release contains exhibits that reconcile the difference between the non-GAAP measures and the comparable financial measures calculated in accordance with U.S. GAAP. Before we begin, I need to provide certain cautionary remarks about forward-looking statements. Except for historical information, the matters discussed in the teleconference may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including projections, estimates and descriptions of future events. Any such statements are based on current expectations and current economic conditions and are subject to risks and uncertainties that may cause actual results to differ materially from results anticipated in these forward-looking statements. In this regard, we direct listeners to our cautionary statements contained in our Form 10-Ks, 10-Qs, and other periodic reports filed with the U.S. Securities and Exchange Commission. I would also like to call your attention to a European regulation. Any investor who has or expects to obtain ownership of 5% or more of S&P Global should give me a call to better understand the impact of this legislation on the investor and potentially the company. We are aware that we do have some media representatives with us on the call. However, this call is intended for investors, and we would ask that questions from the media be directed to Jason Feuchtwanger at 212-438-1247. At this time, I would like to turn the call over to Doug Peterson. Doug?
Doug Peterson:
Thank you, Chip. Good morning and welcome to today’s earnings call. We are pleased to report very strong third quarter financial results with all four divisions delivering revenue growth. We continue to generate significant margin improvement due to top line growth in the ongoing execution of our productivity programs, and this margin improvement is occurring despite the increase in investment spending. During the third quarter, we delivered a 16% increase in adjusted diluted EPS. Based on this performance and our expectations for the rest of the year, we are raising our 2019 adjusted EPS guidance, which Ewout will discuss in a moment. Share repurchases are an important component of capital return, and we recently completed our $500 million ASR initiated in August. And of course, we’re always excited to talk about our new products. We recently launched unique technology innovations, including textual data analytics, Kensho’s Scribe and several ESG-related offerings. I’ll cover these in more detail in a moment. To recap the financial results for the third quarter, revenue increased 9% to almost $1.7 billion. Organic revenue excluding revenue from the divestment of SPIAS and RigData increased 10%. Our adjusted operating profit increased 14%, and our adjusted operating profit margin increased 230 basis points to 51.9%. As you know, we measure and track adjusted margin on a trailing 4-quarter basis, which increased 200 basis points to 50.1%. In addition, we reduced shares outstanding by 3%, which contributed to the 16% increase in adjusted diluted EPS. Each quarter, we highlight the key drivers to our business and important projects under way. This quarter, let’s start with ratings issuance trends. During the third quarter, global bond issuance increased 12% with mixed performance in various geographies and asset classes. We also include bank loan ratings volume total global issuance increased 14%. U.S. bond issuances in aggregate increased 16% as investment grade increased 33%, high-yield vaulted 43%, public finance increased 15%, while structured finance decreased 11% with a large decline in CLOs, partially offset by gains in RMBS and ABS. Investors frequently assume that lower interest rates drive increased issuance. That certainly was not the case in Europe this quarter. Despite historically low rates, European bond issuance decreased 7% as investment grade decreased 10%. High-yield soared 61% and structured finance decreased 20% due to declines in CLOs, covered bonds, and RMBS, partially offset by gains in ABS and CMBS. In Asia, bond issuance increased 24% overall. On the fourth quarter 2018 earnings call, we introduced this chart to track debt issuance and global cash balances of the 50 companies with the most overseas cash at the end of 2017. As you see on this slide, the cash balances of these companies had stabilized, while bond issuance among these companies is rebounding compared to an anemic 2018. There have been 15 unique issuers that have come to market this year so far. Even Apple returned to the market, issuing $7 billion of bonds in September. Our latest global bond issuance forecast includes an update for 2019 and the initial 2020 forecast. Excluding international public finance, which has minimal impact on our financial results, we now forecast 2019 issuance increased 9%. This is up from our previous forecast of 1% increase. This change was driven primarily by an increase in corporate issuance. On that same basis, 2020 issuance is expected to increase 5% with growth in each issuance category. After year-over-year declines in bank loan rating activity in the first half of 2019, bank loan rating revenue increased in the third quarter to $80 million from $73 million in the third quarter of 2018. We are frequently asked by investors if maturities have lengthened as corporate treasurers seek to stretch low interest rates further into the future. This chart depicts average U.S. bond maturities for the past 19 years. While investment grade maturities have lengthened slightly in the past year, both investment grade and high-yield average maturities have been virtually unchanged since 2010. During our 2018 Investor Day, we introduced the framework powering the markets in the future, including six foundational capabilities. We use this framework to set our goals and allocate resources. I am pleased to share great progress on a number of the new initiatives in our areas of global customer orientation, innovation, and technology. Kensho has created a new product called Scribe. It’s a speech recognition solution that transcribes earnings conference calls. Using deep learning techniques, Scribe parsed thousands of hours of audio files for Market Intelligence archives to develop its capabilities. It essentially teaches itself to become more accurate. Scribe’s capabilities enabled complexities like enumeration, capitalization, and identification of sensors. Market Intelligence produces approximately 33,000 conference call transcripts each year. We recently put Scribe into production. It produced more than 2,000 calls in the third quarter and we are ramping it up to transform our transcription business. Scribe is capable of handling 100 concurrent conference calls without any degradation in quality. There are several benefits described. First is productivity, with an average time savings of 1.25 hours per call. Second is improved accuracy, Scribe is considerably more accurate than the leading transcription services that we have tested. And third is reduction in turnaround time of approximately 15 minutes per 1 hour call. This means that the complete conference call is available to our Market Intelligence clients sooner, 83 minutes versus 97 minutes. While investors have used earnings call transcripts as a reference for many years, Market Intelligence has launched a new product to glean additional insights from conference calls. The product is called Textual Data Analytics or TDA. We published two papers, which provide empirical evidence that the stock price of companies, whose executives exhibited the most positive sentiment or provided the most transparency during their earnings calls, outperform the broad U.S. equity market by at least 2% per year between 2010 and 2017. Our analysis shows that the Textual Analytics derived from earnings call, such as positive versus negative words, language complexity, analysts selected for Q&A etc., provide additional stock selection power. TDA provides intraday delivery, covering more than 9,000 companies with 40 different metrics on each call. These include an example of Textual Data analytics for major U.S. bank versus its peers on the third quarter earnings call held earlier this month. This slide depicts the scores for five of the 40 metrics. Net positivity calculates the difference between positive and negative words. Here, the bank scored worse than its peers. Numerical transparency evaluates the proportion of numbers versus words. The bank provided a higher level of transparency by using more numbers than its peers to show rather than use words to tell. Language complexity was lower for the bank. Conference calls with more complex language are generally associated with either poor results or other negative issues. Analyst favoritism assesses which analysts had buy, hold or sell ratings and which were selected to ask questions. The bank here showed less favoritism than its peers by including more analysts who were bearish. Sentiment differential analyzes the difference between the net positivity score in the prepared remarks versus the Q&A session. Here, the bank’s sentiment differential was more negative during the Q&A responses relative to the prepared remarks than its peers. There are several other interesting new product launches under way. Over the past 5 years, Platts has seen significant expansion of our coverage of seaborne freight rates. The team covers tanker, dry bulk, and container freight markets, which are used in physical contracts and is a settlement basis for forward freight agreement derivative contracts. The latest addition is the Cape T4 Index for dry freight rates. The Platts Cape T4 Index is based on trade flow volume and captures the movement of widely consumed commodities, such as iron ore and coal, to highlight physical spot market trading activity. Next, in advance of the implementation of the 0.5% sulfur cap by the International Maritime Organization or IMO in January 2020, the ICE and CME exchanges launched a total of more than a dozen new marine fuel 0.5% futures contracts that settle against price assessments recently launched by Platts. Trucost has launched climate and physical risk analytics. A combination of voluntary initiatives such as TCFD and regulations in certain countries are driving investor demand for increasingly sophisticated portfolio-level climate analytics, covering all asset classes. Climate Risk Analytics adds new scenario analysis around two principal areas. The first is carbon, where Trucost data helps evaluate the earnings at risk from future carbon pricing scenario. The second is a two-degree alignment assessment. Since portfolios are not homogenously exposed to carbon price risk, it’s necessary to better understand the individual portfolio variations from a two-degree scenario. In addition, Trucost climate change physical risk dataset helps companies and investors understand their exposure to physical risks and report in line with TCFD recommendations. Our coverage extends to more than 15,000 companies and includes six climate change physical risk indicators including heat waves, cold waves, droughts, hurricanes, wildfires, and river and coastal flooding. And last is the upcoming launch of E-mini S&P 500 ESG futures at CME. We highlighted the creation of this index on our first quarter earnings call. It’s great to see that so soon after its introduction, a new futures contract is already being launched utilizing the S&P 500 ESG Index as its benchmark. Now, I would like to turn the call over to Ewout Steenbergen, who is going to provide additional insights into our financial performance and our outlook. Ewout?
Ewout Steenbergen:
Thank you, Doug and good morning to all of you on the call. Let me start with our third quarter financial results. Doug covered the highlights of strong revenue and adjusted earnings per share growth. I will take a moment to cover a few other items. While reported revenue increased 9%, organic revenue increased 10%. Adjusted operating profit margin improved 230 basis points based on strong revenue growth and ongoing productivity programs partially offset by the impact of increased investment in growth initiatives. Interest expense decreased 16% due to a reduction of FIN 48 interest accruals associated with tax audits and increased foreign interest income. Share repurchases continue to be an important element of our capital return program. These actions resulted in a 3% decline in our diluted weighted average shares outstanding. We recently completed our August $500 million ASR. And in October, we have been repurchasing shares in the open market through a 10b5-1 program. We expect to continue to repurchase shares through this 10b5-1 during the fourth quarter. Stock options associated with 125,000 shares were exercised during the third quarter. This resulted in a stock-based compensation tax benefit on EPS of $0.02. Year-to-date, stock option activity is running well ahead of last year. However, as the number of employee stock options continues to decline, we expect a reduction in the tax benefit generated by stock option exercises. During the quarter, changes in foreign exchange rates had a negligible impact on adjusted EPS. The only meaningful impact was on ratings revenue, primarily due to the weakening of the euro and the British pounds. There were three non-GAAP adjustments this quarter that collectively generated a pre-tax gain, $49 million from gains on divestments of RigData and SPIAS, $6 million in Kensho retention-related expenses, and $29 million in deal-related amortization. This is a slide that we shared at our Investor Day in May 2018. It depicts a framework that we outlined to show the areas where we most impact shareholder value. The first two require investments. We need to continue to invest to fuel revenue momentum with product innovations, new technology, new datasets, and outreach to new customers in new geographies. We have made great progress delivering EBITDA enhancement, and we continue to fund new organic opportunities to drive additional productivity gains. Driving financial leverage involves optimizing interest cost, reducing shares outstanding, and optimizing the tax rate. And finally, we want to return capital to shareholders while maintaining flexible debt capacity. We are committed to returning at least 75% of annual free cash flow to shareholders each year. This quarter, all four deficients delivered revenue growth with ratings and indices delivering double-digit gains. On a trailing 4-quarter basis, adjusted operating profit margin increased for all four divisions. However, during the third quarter, Market Intelligence did not improve this metric with investment spending increasing year-over-year as planned. I will provide color on the individual business results in a moment. Now, turning to the balance sheet, cash and cash equivalents increased slightly to $2 billion versus the end of 2018. Our adjusted growth leverage to adjusted EBITDA was 1.9x remaining within our targeted range of 1.75x to 2.25x. On an unadjusted basis, our gross debt to EBITDA leverage multiple decreased to 1.1x based on EBITDA growth in the first 9 months of 2019. Free cash flow excluding certain items increased $243 million to $1.647 billion in the first 9 months of this year. Share repurchases totaled $500 million in the third quarter through an ASR that was initiated in August. In addition, $140 million of dividends were paid during the quarter. Now, let’s turn to the deficient results starting with ratings. Ratings revenue increased 13% and excluding the impact of ForEx, was up 14%; consistent with the increase in issuance that Doug already discussed. Adjusted expenses increased 4%, resulting in a 19% increase in adjusted segment operating profit and a 340 basis point increase in adjusted segment operating profit margin. On a trailing 4-quarter basis, adjusted segment operating profit margin increased 80 basis points to 56.7%. Non-transaction revenue increased 2% primarily due to fees associated with surveillance and new entity ratings, partially offset by Rating Evaluation Service and changes in foreign exchange rates. Excluding the impact of ForEx, non-transaction revenue grew 3%. Transaction revenue increased 25% due to very strong debt rating activity, particularly in high-yield and increased bank loan rating activity. This slide depicts Ratings revenue by its end-markets. The largest contributor to the increase in Ratings revenue was the 22% increase in Corporates. In addition, Financial Services revenue was unchanged, Structured Finance declined 8%, governments increased 25%, and the CRISIL and other category increased 5%. This includes an increase in inter-segment royalties for Market Intelligence, and an increase in CRISIL’s dollar denominated revenue. In addition, we have added a new disclosure this quarter with a revenue breakdown of the individual products within Structured. SC stands for structured credit and is primarily made up of CLOs. ABS and Structured Credit are the largest revenue categories. Turning to S&P Dow Jones Indices, the segment delivered 14% revenue growth with gains in each category. In the third quarter, we reported 5% adjusted expense growth, 19% adjusted segment operating profit growth, and an adjusted segment operating profit margin of 70.1%, an increase of 280 basis points. On a trailing 4-quarter basis, the adjusted segment operating profit margin increased 160 basis points to 69.1%. Revenue in the various categories was up during the quarter. Asset-linked fees increased 17% due primarily to AUM growth in ETFs and strong growth in mutual funds, as well as the purchase of certain intellectual property rights. Exchange-Traded Derivative revenue increased 12% on an increase in exchange-traded derivative activity. Data & Custom Subscriptions increased 9%, but recall that a year ago, we reported a catch-up in real-time reporting that cost a difficult comparison. For our indices division, over the past year, ETF net inflows were $47 billion and market appreciation was $3 billion. This resulted in quarter-ending ETF AUM of $1.55 trillion, which is 3% higher compared to one year ago. I want to make a clear distinction between average AUM and quarter-ending AUM. Our revenue is based on average AUM, which increased 5% year-over-year. We disclose quarter-ending figures because flows and market gains and losses are best depicted using quarter-end figures, as shown in the waterfall chart on the right. Sequentially versus the second quarter of 2019, ETF net inflows associated with our indices totaled $23 billion, while market appreciation totaled $12 billion. Industry inflows into exchange-traded funds were $106 billion in the third quarter with the majority going into fixed income and global equity products. Flows into U.S. equity funds were $34 billion. This was an excellent quarter for exchange-traded derivative volume with key indicators generally exhibiting large increases in volume. S&P 500 Index options activity increased 6%, VIX futures & options activity increased 22%, and activity at the CME equity complex increased 47%. Market Intelligence delivered 5% revenue growth, both on a reported and organic basis, as the revenue impact from the divestment of SPIAS was not material. Also, I want to call your attention to some recent success at Panjiva. We have recently signed several new customers among the largest new sales transactions since Panjiva was founded. We are creating value for our customers by adding Panjiva’s unique datasets to a commercial operation with a much larger footprint in an environment where global trade data is increasingly important. Adjusted expenses increased 7% due to increased investment spending. Adjusted segment operating profit declined slightly and the adjusted segment operating profit margin decreased 160 basis points to 34.3%. More importantly, on the trailing 4-quarter basis, the deficient delivered a solid adjusted segment operating profit margin increase of 250 basis points to 35.2%. We have noted on the past few earnings calls that we planned on increasing investment spending in Market Intelligence in the second half of the year to support their expansion efforts in China, data marketplace, SME, ESG, and Cloud. This increase in investment spending has impacted operating profit margins throughout 2019. Desktop revenue grew 5% excluding acquisitions and divestments, while active desktop users grew 11%. While an improvement over last quarter, growth in this category has been slowing for the past few quarters due to several industry trends; lower industry growth in the desktop category, a continued competitive environment, and evolving customer preferences for desktop and data feeds. Data Management Solutions continue to exhibit strong growth with a gain of 8%. Credit Risk Solutions grew 5%, facing a difficult comparison as the prior year period included a timing benefit associated with a contract renewal that we noted on the third quarter conference call last year. And now turning to Platts, the revenue growth continued at Platts increasing 4%. On an organic basis, adjusting for the sale of RigData in July, organic revenue increased 5%. Platts delivered a 4% increase in Core subscriptions and a 16% increase in Global Trading Services with increased trading volumes of fuel oil, gas oil, LNG, and Iron ore. U.S. sanctions on Iran and Venezuela have had a modest impact on Platts’ revenue to date. Adjusted expenses increased 3%, leading to an adjusted segment operating profit margin of 50.7%, an improvement of 40 basis points. The trailing 4-quarter adjusted segment operating profit margin increased 160 basis points to 49.6%. Power and gas delivered the largest rate of growth, at 11%, primarily the result of increased adoption of our LNG Benchmark, the JKM marker. Petrochemicals grew 8% due mostly to growth in subscriptions. Metals & Ag grew 7%, thanks to increased iron ore derivative trading activity. Petroleum revenue increased 3%. Now, lastly I would like to discuss our 2019 guidance. This slide depicts our GAAP guidance. Those items that changed are highlighted. Please keep in mind that our guidance reflects current spot market ForEx rates. Now, let me review the changes to our adjusted guidance. While we are not changing our revenue guidance of a mid single-digit increase, we are expecting higher revenue. Corporate and allocated expense has been reduced by $10 million due to a reduction in professional fees. Operating profit margin has been increased by 50 basis points due to slightly higher revenue and better-than-anticipated expenses. The tax rate has been reduced by 0.5% points with higher levels of stock option activity than initially anticipated. These items result in a $0.15 to $0.20 increase to our adjusted diluted EPS guidance range. Our expectations for free cash flow are approximately $2.3 billion, which is at the high end of the previous range. We continue to execute upon our enterprise initiatives, including our stepped up investments in growth opportunities and our $100 million cost reduction program. An update will be provided on all of these programs during our fourth quarter earnings call. In conclusion, we expect 2019 to be another very successful year for the company as we continue to deliver excellent near-term results while simultaneously building for the future. With that, let me turn the call back over to Chip for your questions.
Chip Merritt:
Thank you, Ewout. [Operator Instructions] Operator, we now take our first question.
Operator:
Thank you. This question comes from Manav Patnaik with Barclays. You may ask your question.
Manav Patnaik:
Thank you. Good morning, gentlemen. My first question is just broadly around issuance, obviously, the 5% forecast for the next year’s good, but I was hoping you could address a little bit the recent press around inflated bond ratings and maybe, the question is around your expectations for default rates and so forth next year?
Doug Peterson:
Great. Thanks, Manav. This is Doug. Well, first of all, just to talk a second about ratings issuance in the last quarter, there was – it was incredibly volatile across different asset classes as you might have seen in the numbers we prepared. You can see that the Corporates in the U.S. was up 66%, but Financial Services was down 2.3%. Financial Services in Europe was down 17%. Structured Finance was mixed also around the globe. You had – like ABS was up 6.6%, while Structured Credit was down 4.6%. So, some of those trends as we look into 2020, as you see we have estimated about the issuances going to be up about 4.7%, 4.8%. That’s being driven by a combination of factors, including the pipeline of maturities that’s coming out, so we see that there’s going to be a maturity schedule of debt, we always look carefully at that; zero interest rates overall; economic growth, we’re looking at to see how that’s going to factor in. We are also seeing that there are lot of M&A activity that’s going to be coming through. There has been Structured Credit, which is going to get refinanced etcetera. So, we have put all of those into place to analyze where we’re going to look at for 2020 issuance. But let me address some of the concerns that you raised as well, about the debt markets overall. First of all, let me just say that we stand behind our credit ratings. We have been making changes since 2010, 2011. We have become regulated around the world. There is actually 24 different jurisdictions were regulated and that includes one of those jurisdictions covers 28 countries, soon to be 27. And it’s a very robust regulatory system around the globe. It’s based on a set of principles that eliminate conflict of interest, minimize conflict of interest, their segregation of duties. We have independent oversight. We have independent boards around the world overseeing, working with us to ensure that we are meeting the requirements of the different regulatory areas. There is also inspections, enforcement actions. So, we have seen a very robust regulatory system put in place around the world. And since the financial crisis, at S&P, we’ve systematically reviewed and tested all of our criteria and we have updated many of those, including financial institutions, structured finance, corporates. Most of those have increased levels of the amount of collateral or the approach to how we think about the coverage ratios and things like that. And so throughout that period, we have done a lot of a very, very heavy lifting along with the regulators themselves to ensure that the ratings system overall globally is very robust and has really strong independent oversight. But let me talk a little bit about the current situation of the global debt markets. I would say that we are concerned, but not alarmed. I don’t know if that distinction makes sense to you. We now have a decade of very low interest rates and in Europe, even zero interest rates with expectations that demographics and other factors are going to keep interest rates very low for a long time. And so, that’s led to a lot of issuance of debt around the world. So, the debt levels have actually increased and you can see that in the – from the evidence of some of our ratings themselves. There is fewer AAA sovereigns around the world. There’s only two corporate AAAs left. The overall distribution of ratings across the entire rating scale, the distribution is changed a lot. There is a much, much higher percentage of BBB ratings than there were in the past. In fact, almost about 40% of the Corporate ratings are now BBB as opposed to a center of gravity that used to be a little bit more toward the A level. In addition, there has been a lot of increase in the B-minus rating category, which as you know, that’s a very speculative grade and there has been a very large increase in that. In fact, a number of single B-minus credits is back up to the same level around 2009. So, as I said, we’re seeing a lot of issues that we would consider to create what I’d call some concern in the markets, and we’ve been raising those concerns through research we have been publishing. Last year, at the end of the year, we published a paper about when the credit cycle turns BBB downgrade risks may be overstated. It’s a very thorough review of the overall BBB market. Again, in May, we looked at a whole new study of the BBB market that was on May 29. And then recently, we looked at what are the – why are companies moving to the BBB level. Was that something that management decided themselves or was this spurred by the downgrades themselves? And it’s interesting because about two-thirds of people that moved from the A range to the BBB range actually management actions themselves, whether it’s an M&A transaction or it’s some kind of a reason that management is going to take on additional debt for investment and lower their overall debt levels. Anyway, we are watching this very carefully. We are aware that there is a lot of discussion going on in the markets around the ratings industry and we are very confident that we have put in place an excellent system of controls across the company, high-quality criteria, high-quality people and we are also watching very carefully as the credit markets start seeing changes.
Manav Patnaik:
Got it. That’s super helpful. And then just for my second question, Ewout, for the moderating desktop growth, I think you called out one of the reasons as the preference of desktop plus data feeds and I was hoping you could just elaborate a little bit on that in terms of if anything has markedly changed or is the competitive environment just more challenging there?
Ewout Steenbergen:
Good morning, Manav. If we look at our desktop, we are still looking at our growth as the fastest growth overall in the desktop industry. We said to you last quarter that we expect mid single-digit growth in the desktop for Market Intelligence and that’s still what is our best expectation at this point in time. And then you see that active users of our desktop products are still increased period over period by low-teens kind of levels. So, why do we see this kind of level of growth in the desktop? I think that has to do with a couple of reasons. It has always been a competitive environment. So, to some extent, that’s not so much different than what we have seen in the past. But certainly, there are changes in customer preferences in terms of the delivery mechanism of data. So, we see more and more customers that want to have certain specific data sets through data feeds, which we can take in to their data science groups, combine it with their own data sets, and then deliver certain insights and take certain decisions out of that. So, for us, it doesn’t matter so much in which form customers would like to receive our data. In the end, the desktop is just, in the end, a delivery mechanism. And we see our data feeds business growing in a very rapid way. So therefore, if we look at our data feeds business, our best expectation of growth in the future will be high single-digit to low-teens for most of the quarters.
Manav Patnaik:
Got it. Thank you, guys.
Chip Merritt:
Thanks, Manav.
Operator:
The next question comes from Michael Cho with JPMorgan. You may ask your question.
Michael Cho:
Hi, good morning. Thanks for taking my question. I just want to stay on the Market Intelligence segment for a minute. I think I appreciate the color on the ongoing investment in margin, puts and takes there. Maybe, it’s a good time to – maybe you can provide a reminder comment about how you think about incremental margins in that segment?
Ewout Steenbergen:
Yes, Michael. Good morning. At the beginning of this year, during our first quarter earnings call, we said that margin expectations for Market Intelligence should be more or less at the level of the reported margins in the first quarter going forward. And that has to do with two offsetting developments. On the one hand, the growth of the business to operating leverage which will drive the margins naturally up by itself and then offset by very specific investments, investment programs and some of those initiatives that we expect to help future growth of the company. And when we speak about the $100 million investment program overall, about half of those investments are going to Market Intelligence. So, that is obviously depressing a bit margins at the same time. So, the two factors are offsetting and therefore, we said that expect margins to stay more or less at that level of the first quarter and that is also basically what you have seen during the second and the third quarter. So going forward, we would say that probably the same expectations should continue; margins in Market Intelligence to stay more or less at this level, maybe slightly creeping up. I don’t want to be too much ahead of ourselves and be too premature with respect to our 2020 guidance. But overall, we expect that we will have several initiatives where it makes sense to put new investments behind because, again, these investments make sense for future growth and value creation for our shareholders. So therefore, a similar trend of what you have seen so far this year is probably the best expectation for Market Intelligence in the near future.
Michael Cho:
Okay, understood. Thanks. And just on – staying with Market Intelligence, you talked about the Desktop business and kind of mid-single-digit growth in the medium term, and I think I heard you referenced the desktop as a delivery mechanism of data a couple of times now. But if I think about the mid single-digit growth, I mean how should we frame or think about the components of that mid single-digit?
Ewout Steenbergen:
Yes I think the components is a bit tricky to give you all the details because we have never been speaking so much about that so far. But let me help you with a couple of pieces of information that is hopefully useful for you. So, when you look at our overall strategy for Market Intelligence and the Desktop, our strategy is focused about delivering better content, more data, high-quality data, alternative data, better linking, a better search engine. And then we have our enterprise approach, which is the enterprise-wide contracts, where we want to stimulate as much users to go on our platform. So, there is a fixed price per customer and they can have as many users on the platform as they want. They are foreseeing more active users, and therefore, we see that going up as we reported this quarter 11%, but this has been more or less in the low double-digit for the last multiple quarters. So, if you take that into account, we get a better product period after the period and the combination of that strategy, if you look at the annualized contract value of our customers, we see a healthy growth. And that gives us the confidence that we will be able to grow our Desktop revenue in the future at the mid-single-digit level. The other point that I would like to highlight is our aspirational margin guidance for Market Intelligence. We have said that is mid-to-high 30s. So, that is the guidance that we want to provide over time, where we think the margins will go for Market Intelligence.
Michael Cho:
Perfect. Thank you.
Operator:
The next question comes from Toni Kaplan from Morgan Stanley. Your line is now open.
Toni Kaplan:
Thank you. Good morning. Could you talk a little bit more about the strong ratings margin expansion in the quarter? Was it driven by a greater mix of higher-margin products or did you take more price than normal and how sustainable is the level of margin going forward in ratings, would you consider raising your medium-term ratings margin target from the high FFDs?
Ewout Steenbergen:
Good morning, Tony. This is Ewout. Thank you for recognizing the strong results in ratings. Obviously, we are also very pleased with the progress we are making. The improvement in margins in ratings has been basically a continued trend over the last periods and you have, in fact, seen that in periods where the debt issuance market was a bit weaker at the end of last year, at the beginning of this year, our margins were still developing in a favorable way. And now, we can continue on that also when the issuance markets look more favorable. Overall ratings margins on a trailing 4-quarter basis were at the level of 56.7%. So, according to our standards, we are not really at the level of our aspirational margin targets of high 50s. So, I have a bit of room still there to grow. And how do we expect that growth to happen in the future? Continued revenue growth, which is a combination of new issuance, refinancings, of course commercial contract changes, new initiatives that we put in place in ratings, think about ESG Evaluations, think about our launch of rate activities in other countries around the world. And then, there is also continued work around making the ratings organization more effective, taking complexity out, taking layers of the organization out, and making it more an effective organization. So, overall expenses going up 4% this quarter and the top line going up 13%, I think is clearly a very good combination, and that is helping margins, but you should expect basically the same trends, the same activities, the same management actions to continue in the future.
Toni Kaplan:
Great. And then international index revenue is very strong in the quarter, I guess, what are the largest drivers there, and can you provide any additional color on the international opportunity and the potential to make some inroads versus your largest competitor in that market? Thank you.
Ewout Steenbergen:
Sorry, Toni, which – I missed which segment were you referring to.
Toni Kaplan:
In index, but specifically with regard to international.
Ewout Steenbergen:
The international strategy for Index is not so much changed of what we have said in the past. As you know, our business is largely tailored around U.S. equities where we hold some of the largest benchmarks. But then we are growing our international business in many different ways, mostly through relationships with exchanges around the world and there are several of those in Canada, in Australia, and in many other markets. That’s the way how we’re trying to grow our international business. And so, there is nothing particularly here to call out with respect to what was the drive for it; this is the same strategy that we have been applying over the last period.
Toni Kaplan:
Thank you.
Chip Merritt:
Thanks, Toni.
Operator:
Our next question comes from Alex Kramm from UBS. Your line is now open.
Alex Kramm:
Hey, good morning everyone. Just coming back to the issuance forecast for 2020, thanks for including that again. I know it’s an early look, but two quick ones here. One, can you actually break it down by buckets what the different growth rates are for Corporate versus Structured etc.? I don’t think you mentioned that. And then more importantly, if I look at mid-single-digit or 5% growth for next year in issuance, considering some of the pricing that you typically pick up, that would probably push Ratings revenue growth in the high-single digits. I know this is not a guidance call and you usually don’t talk about ratings guidance specifically, but anything where that may not be the case that plays out? What would be the other factors to think about?
Doug Peterson:
Yes. So, the second part of your question, we are going to address in our next earnings call. So, the full year, fourth quarter call, we are going to talk about give some outlook for 2020. But going back to the first part of your question, which relates to our issuance, let me give you some of the numbers then. So, for 2019, I will give you 2019 and 2020. So, for Corporates, we see that – by the end of the year, that Corporate issuance should have gone up by about 17% and then in 2020, up 6%. Financial Services, up 6% this year and our forecast for 2020 is up 3.5%. Structured Finance will end this year at about 2% up and next year, we’re looking at 5% up and then U.S. public finance is 6.2% for this year and 2% for next year. And that gives you total numbers of about 9.4% for 2019 and 4.7% for 2020. And as I said before, this is based on a deep review and research by our credit research team in ratings that look across many different factors. They look at all the different markets, they look at interest rates, they look at maturities coming up, they look at the M&A market, they look at what’s out in bridge loans, etc, etc. So, this is right now their best forecast at this point in time.
Alex Kramm:
Alright, fair enough. And then just secondly, quick one, you were pretty quiet on China in your prepared remarks in terms of the domestic opportunity. I think last time you talked about how active you were over the summer engaging with potential new Corporates to get a listing. I guess I would have expected a little bit more action heading into the fall, so just curious what’s been happening over there?
Doug Peterson:
Yes. So, China is still a super high priority for us. Very exciting. We still have a lot of people visiting and our launch has been going very, very well and – but because – building a market like this from scratch, it’s going to take time and as you’ve heard us say in the past calls, this is a three-to-five-to-10-year kind of initiative. We are in this for the long run. And so, since last quarter, we’ve been holding hundreds of meetings educating market participants. We’ve been calling on all types of market participants to discuss ratings or methodologies or criteria and we do see a very active pipeline building. In addition to that, we’ve also launched our market intelligence business and we’ve added full coverage of the Chinese public and private bond issuers with profiles and financials. This market has actually noticed that we’ve begun to add new customers in China for Credit Solutions. And so, we’re very pleased with the overall results. In addition to that, one of the factors which I personally watch very carefully is that how are we doing hiring the right people. And we now have in place a new Chief Financial Officer for our Chinese operations at CTO. We’ve got ahead of people, and so we’ve got the infrastructure in place now with really highly qualified people who are helping us build out the team and make sure we have the right kind of functionality in place. So, more to come on China. We’ll obviously keep reporting on it as it progresses, but the progress in the third quarter was excellent and I am really, really pleased with the team we’ve built on ground and the market response that we’ve been getting.
Alex Kramm:
Fair enough. Thank you.
Chip Merritt:
Thanks.
Operator:
Next question comes from Andrew Nicholas from William Blair. You may ask your question.
Andrew Nicholas:
Hi guys. Good morning. It looks like Data Management Solutions slowed a bit. I think you called out a one-time item in the year-ago period, but is there any additional color you can provide there? And then, sticking with Data Management Solutions, could you deconstruct the growth in this segment over the past couple of quarters? How much is coming from selling new data feeds to existing clients; how much is coming from existing clients, maybe, interested in data feeds for the first time? And then I guess that would lead, how much is coming from new clients altogether?
Ewout Steenbergen:
Good morning, Andrew. When we look at Data Management Solutions, there is nothing particular to call out with respect to the growth this quarter. There was 8% growth, as you have seen. This is always dancing around a little bit quarter-by-quarter based on specific transactions and deals that happened during the quarter itself, but we would look at this as normal volatility. As I said before, the expectation should be for the data feeds business growth over the next period high-single-digits to low-teens during most quarters. With respect to customers, there is a whole mix of new customers, existing customers, new data feeds who are putting more and more data on our Xpressfeeds platform. You have seen some of that. For example, with respect to our transcript business, which used to be a static product and has become now a datafeeds products where it’s in machine-readable format. It has the links there. It has been tagged to certain keywords; for example, the analysts and then the analyst models or key individuals that are speaking to the call. There have been [indiscernible] data on our feeds business, the SNL data on our feeds business. Doug was speaking in his prepared remarks about the sentiments course around this. So, we’re adding more and more content on our data feeds business and that is ultimately driving growth both from existing customers and new customers.
Andrew Nicholas:
Great, thank you. And then sticking in Market Intelligence, international revenue has been growing quite fast and faster than U.S. revenue and I think that dynamic was a bit pronounced this quarter. So, I was hoping you could speak to what’s driving that and then maybe which region you’re seeing the strongest growth in?
Ewout Steenbergen:
Yes, that’s a correct observation. We are growing internationally. We are doing that by growing our sales force around the world and we see particularly growth in the EMEA region, being very healthy, as well as in Asia. That’s, by the way, not only a trend for Market Intelligence; we see, for example, the same for our Platts business. And we are very pleased with that because that’s a result of a very explicit strategy we have as a company to grow faster outside of the U,S. and be able to take our fair share in terms of market position around the world. So, Yes, this is the result of very specific strategic actions we have taken in our businesses.
Andrew Nicholas:
Great, thank you.
Chip Merritt:
Thanks, Andrew.
Operator:
The next question comes from Christian Bolu with Autonomous. Your line is now open.
Christian Bolu:
Good morning, guys. I just wanted to dig into monetization and customer demand for your ESG services. I guess now that you have done a number of ESG assessments, could you give a bit more color on sort of monetization? How are you charging for an assessment, what is the fee-based on, and then any sort of color on sort of pipeline or target number of assessments you want to achieve over the next sort of 12 to 24 months?
Doug Peterson:
Thank you, Christian. This is Doug. Well, first of all, ESG products across the company are quite varied. As you know, we put in place a framework, where last year, I put in place a design team for ESG cutting across all of the divisions, so that we could take advantage of this really big opportunity. By the way, just anecdotally, I was in the IMF meetings in Washington a couple of weeks ago and every single meeting that I had, we talked about ESG. So just – I know that’s anecdotal, but it’s a really booming area. And so across the company, we have various ESG products. Today, I talked about a few of those that we have with Trucost, which is part of Market Intelligence. I also talked about one of the specific ESG indices we have with the S&P 500 ESG Index that we now are going to be launching – CME is going to be launching a futures contract traded on that. So, across the board, we’re seeing a lot of growth in this and we will give some more information about the overall outlook on our earnings call next quarter. But within the ratings product, the one you’re specifically talking about, we’ve had three ratings – ESG evaluations from the Ratings business, which have been published and made public. The introductory pricing there is one that we’re using as pilots with the clients that we’ve been meeting with and we’re going to be rolling out a different pricing schedule over time. But again, as I mentioned with our China discussion earlier, this is really a great opportunity for us to be rolling out new products and services, which are in demand by the market with a long-term view. We’re not just rushing into this in the next quarter or the next two quarters. This is a 2 to 3 to 5-year initiative. We want to do it in the right way and we’re very, very pleased with the response that we’ve been getting and the hundreds of customers that we are meeting with that are asking for follow-up phone calls to learn more about the engagement. So, more to come on this, but we’re off to what we think is a very good start and we are very enthusiastic about what we see.
Christian Bolu:
Great, great. Thanks very helpful color. For my follow-up, Europe, you mentioned issuance trends remain weak in Europe despite low interest rates. Maybe some color on what you think is going on there and then more importantly, as we look into sort of 2020 and beyond, kind of how do you think trends evolve there?
Doug Peterson:
Yes. The European markets, there is a couple of big trends going on. One of them, obviously, is very, very low interest rates. In fact, the rates there are now so low that even Greece had some negative rates in the last quarter, where you had the entire yield curve for a few markets, the German market and the French market, a few weeks ago, the entire yield curve from overnight to 30 years was negative. And so, there is a lot of questions about growth in Europe. There is a change going on in the ECB between Mario Draghi and coming in with Christine Lagarde. There has been some discussions that Christine Lagarde, although she is in ECB, is somebody that’s trying to talk about more stimulative fiscal policies and structural reform, which would potentially help drive some new growth in the markets. So, I think that there is a combination of questions about how long interest rates are going to stay that low; you’ve got questions about some new policies that are going to be coming to market; you also have the Brexit, which has created some uncertainty. So, when we speak with participants of the market, these are the sorts of factors which they will cite as to why issuance has been a little bit weak in Europe. But overall though, it’s still a critical market for us. We’re well prepared to respond, no matter what direction it goes. And we’ve also positioned ourselves for Brexit so that we’re able to serve the markets, no matter what direction Brexit goes, by having opened a Ratings headquarters in Dublin. So, overall, we’re very well prepared to respond, whatever the direction goes. But there is definitely a lot of issues in Europe, which have created some caution in the markets there.
Christian Bolu:
Great, thank you.
Chip Merritt:
Thanks, Christian.
Operator:
Next question comes from Bill Warmington from Wells Fargo. You may now ask your question.
Bill Warmington:
Good morning, everyone. So, first question for you, Platts, the 5% growth as expected. The question I have is a couple of years ago, it was a high-single digit, low-double digit type grower and the non-petroleum markets are actually growing at that level. You mentioned several new product launches under way. And I wanted to ask whether you thought there had been structural changes to the business or the end markets that are going to keep the business at the mid-single digits, or whether there is a possibility with the new product launches and changes in the market that you could see an acceleration of that growth back to the upper single-digit, low double-digit range.
Ewout Steenbergen:
Good morning, Bill. You are right that Platts is a very steady grower at the mid single-digit level at this point in time. You see the core subscription business. The price reporting business being very steady, growing every year at that level that’s, of course, the majority of the business and historically, also very much focused around oil, petrochemicals, gas, and all related products. But we are expanding very rapidly to new commodity categories and we’re very pleased with that. Metals, agriculture, we have been speaking about LNG, and also renewables is of course a very important element, they are also around the ESG theme. So, we’re clearly expanding around new commodities, which will help with future growth in Platts. And then, we are very pleased with the growth in Global Trading Services. These are the products that are being developed with some of the exchanges around the world; think about Singapore Exchange, think about ICE; and with the product developments, they are really having some traction and therefore, good growth in Global Trading Services. One key element that we believe is very relevant with respect to future growth of Platts as well is the fact that commodity trading desk in some of the large investment banks have been reduced heavily over the last few years. So, when we will see more of those global trading desks around commodities coming back in some of the investment banking organizations, then we would expect to see a pickup in growth of Platts in the future. But the best expectation for the near future is probably very steady, predictable mid-single-digit level growth for Platts.
Bill Warmington:
Okay. And then for my second question on Market Intelligence, in the past, you have talked about that business by end market and I think about half of it was non-Wall Street buy side, sell side related. So, historically, that’s helped Market Intelligence buffer some – buffer itself from some of the secular pressures on the sell side and buy side and I just wanted to ask if you can give a little color in terms of how those two segments the buy side, sell side versus the non-Wall Street side did or/and are doing?
Ewout Steenbergen:
We continue to be very pleased that we have such a well-diversified customer base in Market Intelligence and in fact, that’s one of the reasons why we believe that we can continue to grow a bit above the industry kind of levels. So, we have buy sites, we have sell sites in Investment Banking. We have a large customer group in Corporate Banking and Insurance. We have general Corporates, we have the academic world. So, we are seeing still a very well-diversified group of customers. So, we expect that to continue, and overall, therefore, we feel we’re relatively well insulated against some of the specific trends, particularly on the buy side, as you have highlighted.
Bill Warmington:
And then a parting comment for Chip, I’m just am looking forward to how you guys optimize your earnings calls going forward using the Kensho TDA technology.
Doug Peterson:
That’s a very good question.
Chip Merritt:
Thanks, Bill.
Operator:
Next question comes from Joseph Foresi from Cantor Fitzgerald. You may ask your question.
Drew Kootman:
Hi, this is Drew Kootman on for Joe. I know you mentioned Scribe and TDA. I was just wondering if you could talk about some other areas where Kensho is contributing?
Ewout Steenbergen:
Absolutely. We continue to be extremely excited about Kensho. Actually, we feel this year we have found a good operating mode, a good groove, so to say, and the collaboration between the businesses and Kensho and our many initiatives that are going on and overall, with a lot of enthusiasm within the organization. So, just to mention a few, we have an initiative about completely revamping the Market on Close process in Platts, which is being done with help of Kensho. We have the continued work that’s going on about data extraction and entity linking. There is work continuing around Omnisearch and improving of Omnisearch on the Market Intelligence platform. We have a product that is called Codecs, which is able to analyze very large sets of written materials, documents, and being able to pull out the most important elements to analysts, which could be analyst in any industry and in any kind of job profile. We have work that’s going on about what is called Data Operations at a surface, more fundamental data architectural work that is happening within the company and there are many other examples as well. So, we feel there is good progress with Kensho and at the end of this year, during our fourth quarter earnings call, we will give you an update particularly with respect to the value creation around Kensho, as we did also a year ago.
Drew Kootman:
Great. And then, just curious how the M&A pipeline looks?
Ewout Steenbergen:
Well, we are always looking at M&A. As you know, that is an additional opportunity to grow our topline and we are always very busy looking at many opportunities in the markets. But you know, we have a very clear framework. We first look at those areas that we have pre-defined as strategically important for the company. So, we’re not looking at everything that’s under the sun or that is brought forward by a banker. And then secondly, we have a very clear framework with respect to our capital approach and valuation metrics. So, there is always multiple projects going on at the same time. This quarter, we had two very small acquisitions in Platts, which was the Live Rice Index and a Canadian energy business, but we will continue to look at opportunities. But of course, you may expect us to continue to be very disciplined both on the strategic angle as well as from the financial angle.
Drew Kootman:
Perfect. Thank you.
Chip Merritt:
Thanks Drew.
Operator:
The next question comes from Craig Huber from Huber Research Partners. You may now ask your question.
Craig Huber:
Yes, good morning. Two questions. The first one, can you just sort of bridge for us the strong 25% transaction ratings revenue growth you had versus, I think you said 12% or so debt issuance growth globally. Just about the gap, there is obviously more than just 3% to 4% price index issues, etcetera, if you could talk about that, will follow-up? Thank you.
Ewout Steenbergen:
Hi, Craig. The main reason here was that in high-yield, we saw very large growth. Most of those issuers in high-yield are not on frequent issuer programs, and that is driving the transaction revenue more up than the overall issuance levels in the market. So, that is the main reason why you see discrepancy at this particular item.
Doug Peterson:
Just to add one thing, high-yield overall globally was up almost 70%.
Craig Huber:
And then secondly, just staying with the Ratings area, obviously, for a number of years, you guys have been very, very tight with costs there. This quarter, I think it’s only about 4%, maybe up low-single digits through the nine months here, versus obviously a 12% or so revenue growth. Can you just talk about what you’re able to do there on the cost front that’s able to drive the margins so much here, and how much more is this sustainable going forward? Obviously, I guess, IT is a good chunk of it. Maybe just touch on that. Thank you.
Ewout Steenbergen:
John Berisford and his team are continuing to look at opportunities to simplify the organization, make it more effective, introduce new technology tools to make sure that our credit rating analysts have to spend less time on data aggregation, updating their models and spreadsheets, and look more at highest value-added part of their job. So, more to judgmental parts that is part of the credit risk assessment. So, that is helping the Ratings business. At the same time, if you look at the expense growth this quarter versus last year third quarter, it was up $20 million, mostly related to small movements here and there. Particularly, incentive compensation was a bit higher this quarter based on the strong performance. And then there were several elements that went in different directions, so nothing else particularly to pull out. So, we will just continue with the progress we are making, the same strategy, the same approach, and taking benefit of the operating leverage we have in our Ratings business.
Craig Huber:
Thank you.
Chip Merritt:
Thanks, Craig.
Operator:
The next question comes from George Tong from Goldman Sachs. You may now ask your question.
George Tong:
Hi, thanks. Good morning. I am going to ask a question on your Ratings business to follow up on the prior question. Your Ratings revenue increased 13%, which was relatively in line with broader issuance volume growth. Can you discuss why Ratings revenue didn’t outperform broader issuance volumes given the benefits from pricing high-yield and infrequent issuers at S&P?
Ewout Steenbergen:
George, that’s a bit of the opposite question that was just asked, because again you have to look at the differential between transaction and non-transaction revenue. And non-transaction revenue contains the surveillance fees. These are the issuers that are on frequent issuer programs, these are new entity ratings, this is some of the CRISIL and other category, this is Rating Evaluation service. So, this is a very steady part of the overall ratings revenue and you saw that going up 2% points in this particular period. And then if you look at the transaction revenue, which is really driven by transactions that are happening in the market, there we saw this very healthy growth of 25% and that was, in fact, higher then the issuance in the market and that was driven by what I just explained; that most of the high-yield issuers are not on frequent issuer programs. So, you have to go one or two layers deeper in terms of granularity to really look at the underlying dynamics and drivers and see what are all the different components of our Ratings revenue.
George Tong:
Got it. The operating margins in the Index business are continuing to go higher on a year-over-year basis. Given the high flow-through of pricing the margins, can you discuss the pricing and competitive environment here, and if you see any changes to your long-term view or targets on margins for the Index business?
Doug Peterson:
George, I will take this question. First of all, in the competitive landscape, you have seen a lot of big developments that we are watching very closely right now as we think about our strategic plan for the long run. You have seen a couple of companies have come out on the retail sector to eliminate fees for stock trading. One of the effects of that is it seems there is a lot more of volumes going into ETFs and when things go into ETFs and they go into passive structures, a lot of times we benefit from that. So, we look structurally at the market overall and we see some big shifts continuing to go on in pricing overall, all the way from the retail level to the institutional level. And the big flow overall of assets into passive is something that we’re benefiting from. Now, to get a little bit more specifically to your question, we don’t see any specific pressure on our fees ourselves directly. We have very long-term contracts with the people that we deal with. We work with them in a way that we know, in the long run, what our pricing is probably going to be and how it’s going to end up. And so, we continue to see a similar structure to our own revenues and expense base that we’ve had in the past. We saw a very large increase in overall volume this quarter. You saw that Ewout talked earlier in his section about this. And so, from that increase across the board of our revenue from indices, it flowed through to improve our margin. But we don’t see any overall change in the structure of the market or our own business model that we’re going to see any significant change in the index margins. We will provide more update on that at the next earnings call.
George Tong:
Got it. Very helpful. Thank you.
Chip Merritt:
Thanks, George.
Operator:
Next question comes from Henry Chen from BMO Capital Markets. You may now ask your question.
Henry Chen:
Hi, guys. Good morning. Thanks. I had a follow-up question on some of the new products that you mentioned, including Kensho and some of the ones in Platts. Just in context of, I guess, some of the pressures in, I guess, on the sell-side and in the energy space, I’m curious if you could add some color on like what’s driving the product demand, where’s the sort of value created or sort of needs being met for some of these new products? Thanks.
Doug Peterson:
Yes. So, overall across the entire company, we spend as much time as possible listening to customers to understand what are going to be the biggest trends that are driving the need for new analytical and benchmarks from S&P Global. When we listen to the markets, there is a lot of change going on in technology, thus driving feed products and what we’ve been calling the marketplace in the Market Intelligence business. When we talk to people, they are looking at major changes in regulation, which for the last few years in the Banking sector helped with a lot of the growth in risk services at Market Intelligence. It’s our business at CRISIL. And specifically, with the energy transition that’s going on related to climate change, there is an increasing interest in a combination of ESG products as well as products like the 0.5% IMO sulfur product, which is now moving to the CME and ICE exchanges as futures. And so we try to look out in forward what are the things, the biggest trends, that are going to be impacting people’s needs to make financial decisions and market decisions and how can we serve those. And some of the products that we’ve talked about many, many years ago start showing up over time in our revenues. As an example, in Platts, we’ve been responding to the market changes that are going on in the structure of the energy industries and one of the products that we featured frequently over many years was the JKM Marker, which was the Japan, Korea marker for LNG in Japan, which has now become the Asia price, which is now on exchanges as a futures contract. So, we like to give you updates. These are – Some of these products started out small, but they helped show what do we think are the biggest trends in the markets and how are we going to be addressing those trends and as I said, their technology, their risk management, their ESG trends that are changing people’s needs to have more and more data about markets and so we’re trying to show you how we’re addressing those going forward. And I appreciate your question.
Henry Chen:
Got it. Okay, that’s super helpful. Thank you.
Chip Merritt:
Thanks, Henry.
Operator:
The next question is from Gary Bisbee from Bank of America Securities. You may ask your question.
Gary Bisbee:
Yes. Thanks for squeezing me in this morning. I guess just one question. Given the margin strength that you’ve delivered in recent quarters and certainly over the last several years, how do you think about weighing stepped-up – potential for stepped-up investments to drive the top line versus letting so much of the incremental profitability of your businesses flow to the bottom line? Are there opportunities in some of the businesses to accelerate the pace of investment, or are you comfortable, the level you’re investing is the appropriate level that the organization can handle? Thank you.
Ewout Steenbergen:
Gary, that’s a great question and we have, as you understand, a lot of management discussions around this topic because our philosophy is that topline growth, in the end, generates the highest level of value creation for our shareholders, particularly at the levels of margins that we can report at this point in time. So, that’s why we have very explicit investment programs in place. That’s the $100 million investment program that we have been talking about in the past. And what we are seeing today is that we expect those investments programs to continue because we will identify new opportunities to invest in the future, and those will help with future growth of the company, which we think is the most attractive for us going forward. At the same time, the benefit is that we still have a lot of efficiency and productivity opportunities as well, as a company. So, we are able to self-fund some of those investments programs at this moment and we believe that there are still new efficiency opportunities as well going forward. So, therefore – In fact, if you look at our expense growth year-to-date, the expenses are up just under 2% year-to-date. And that means that we have been able to absorb acquisitions like Panjiva, RateWatch, Kensho; have been able to make new investments in those large initiatives at that $100 million level that we expect still for the full year this year and just growing the expenses under 2%. So, that is showing how we are working on both sides here in order to make very explicit divestments, but also be able to self-fund. And I would expect that to continue and that we can do still both at the same time in the future as well.
Gary Bisbee:
Thank you.
Chip Merritt:
Thanks, Gary.
Operator:
The next question is from Shlomo Rosenbaum with Stifel Nicolaus. You may now ask your question.
Shlomo Rosenbaum:
Hi, thanks for squeezing me in under the wire. Doug, can you talk a little bit about just the Market Intelligence with enterprise-wide contracts? Are you seeing any major displacements of competitors because of that in terms of your ability to offer more so that they don’t need to run so many systems or do you think that the head count growth that you are seeing is somewhat duplicative as they are handling multiple systems?
Doug Peterson:
Shlomo, thanks for the question. I can’t tell you specifically if we are displacing people, I know that sometimes I hear that anecdotally. But what I do hear and what I do see is that when we move people on to the enterprise contract, that users go up and it’s a combination of people before that were not necessarily users because they were guarding the number of seats pretty jealously as to who would actually have access to the per-seat pricing. And so there is people that in the past wanted to use it or needed to use it, they now get access to it and then there is other people who have become more light users. And so you see a huge advantage as it starts getting built into the workflow of an institution, because you have people that are not the hardcore power users; they’re light users who are helping print out reports, they’re helping download information, and they’re helping look at new researches coming out. And that actually helps us embed the overall MI platform across the entire architecture of a firm. So, does that then end up displacing other people? We think it does, but I don’t want to give you anecdotes; I’d rather come back at some time in the future and give you more facts around that.
Shlomo Rosenbaum:
Okay, thank you. And then just one other follow-up, how is the SNL Cap IQ integration going from the product side and your ability to migrate the clients to platform? It just seems that when you are able to get that done, there probably is an opportunity to improve the growth rate in Market intelligence on the Desktop side?
Ewout Steenbergen:
What is our strategy with respect to the migration of the platforms? As you probably know, the whole SNL platform has already migrated to the new Market Intelligence platform. And then the next phase, and that is a phase that will take quite some time, will be the movement of the Cap IQ customers to the new platform. We expect next year that we will create a situation with dual access for almost all of our customers, so that the Cap IQ customers will get some familiarity with the Market Intelligence platform. And then slowly, step by step, with a lot of hand-holding, we will move customers over. And that will probably be a process that will take quite some time, so mostly will go beyond 2020. And that’s important because we can’t lose customers along the way. Customers have embedded some of those desktops in their workflows have embedded it in their models with automatic links. We have to make sure that all the data is available, all the features are available. So, there is a lot of hand-holding that is needed in order to make sure that customers are comfortable to move over. So, we’re continuing to make progress there. We have very specific actions planned for the next period and particularly, to make sure that all of our customers have access to both platforms, when they are today only on Cap IQ, is going to be an important step for next year.
Shlomo Rosenbaum:
Thank you.
Chip Merritt:
Thanks, Shlomo.
Operator:
We will now take our final question from Patrick O’Shaughnessy from Raymond James. You may ask your question.
Patrick O’Shaughnessy:
Hey, good morning. And just one question from me, so there is obviously a renewed effort underway to verify the rating indices. To what extent is there concern on your part that the SEC might feel pressure to reexamine the issuer pace model, or otherwise take steps to mitigate perceived conflicts of interest?
Doug Peterson:
Patrick, this is Doug. Clearly, we are on top of this. We are watching this very closely to see what kind of initiatives could be under way. The SEC already has been doing work for the last few years looking at different business models. They’ve got a couple of different groups that have been formed to take a look at the Ratings industry. But very importantly, inside of the SEC is a group called the CRA. It’s a credit rating agency group that has been – has now had almost 10 years of work overseeing the Rating Agency industry. They’ve got the data, they have the facts. And we’re engaging very closely across the board with the regulating – with the regulators with the SEC itself with the CRA Group. Anybody who would like to talk to us, we have no problem sharing all the data we have about how we run the business. As I said earlier, we stand by our ratings, we stand by our processes and our procedures, the controls we put in place, the quality of our ratings, the quality of our processes, etc. So, as you know, this is something that we will be watching very, very closely. We’ll be actively participating in any dialog that comes up around the business model for rating agencies, and we’re ready to have a very professional dialog about this. Appreciate your question.
Patrick O’Shaughnessy:
Thank you, Doug.
Chip Merritt:
Thanks.
Doug Peterson:
Let me just wrap up and tell you again that we’re very pleased with the results that we had today and we were able to talk about all four divisions and our significant margin improvement in the productivity programs. It’s also encouraging that, as a company, we have the capacity and ability to invest in some of the new products that we featured today. But very importantly, we appreciate all the interest from the analysts to ask questions today and we always appreciate your questions, the easy ones and the tough ones. So, keep them coming. Thanks a lot.
Operator:
That concludes this morning’s call. A PDF version of the presenters’ slides is available now for downloading from investor.spglobal.com. A replay of this call, including the Q&A session will be available in about two hours. The replay will be maintained on S&P Global’s website for 12 months from today and by telephone for one month from today. On behalf of S&P Global, we thank you for participating and wish you a good day.
Operator:
Good morning and welcome to S&P Global's Second Quarter 2019 Earnings Conference Call. [Operator Instructions] I would now like to introduce Mr. Chip Merritt, Senior Vice President of Investor Relations for S&P Global. Sir, you may begin.
Chip Merritt:
Good morning and thank you for joining S&P Global's earnings call. Presenting on this morning's call are Doug Peterson, President and CEO; and Ewout Steenbergen, Executive Vice President and Chief Financial Officer. This morning we issued a news release with our second quarter 2019 results. If you need a copy of the release and financial schedules, they can be downloaded at investor at spglobal.com. In today's earnings release and during the conference call, we're providing adjusted financial information. This information is provided to enable investors to make meaningful comparisons of the corporation's operating performance between periods, and to view the corporation's business from the same perspective as management's. The earnings release contains exhibits that reconcile the difference between the non-GAAP measures and the comparable financial measures calculated in accordance with US GAAP. Before we begin, I need to provide certain cautionary remarks about forward-looking statements. Except for historical information, the matters discussed in the teleconference may contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, including projections, estimates, and descriptions of future events. Any such statements are based on current expectations and current economic conditions, and are subject to risks and uncertainties that may cause actual results to differ materially from results anticipated in these forward-looking statements. In this regard, we direct listeners to the cautionary statements contained in our Form 10-Ks, 10-Qs and other periodic reports filed with the US Securities and Exchange Commission. I would also like to call your attention to a European regulation. Any investor who has or expects to obtain ownership of 5% of more of S&P Global should give me a call to better understand the impact of this legislation on the investor and potentially the company. We are aware that we do have some media representatives with us on the call. However, this call is intended for investors and we would ask questions from the media be directed to Jason Feuchtwanger at 212-438-1247. At this time, I would turn the call over to Doug Peterson, Doug?
Doug Peterson:
Thank you, Chip. Good morning and welcome to today's earnings call. We're pleased to report excellent second quarter financial results. All four divisions delivered revenue growth and adjusted operating profit margin expansion. Between revenue growth and progress on our productivity initiatives, we achieved significant margin improvement contributing to a 12% increase in adjusted diluted EPS. Based on these results and our expectations for the rest of the year, we're raising our 2019 adjusted EPS guidance which Ewout will detail in a moment. Share repurchases are an important component of capital return, and in late July, we concluded the $500 million ASR that we initiated in February. We anticipate initiating another $500 million ASR later this month. As you know, we've earmarked funds to make investments in meaningful growth opportunities. In a moment, I'll share details around several of these including our first ratings in the domestic Chinese bond market, our first ratings ESG evaluations, and the successful launch by CME Group of Micro E-mini index futures. To recap the financial results for the second quarter, revenue increased 6% to more than $1.7 billion. Our adjusted operating profit increased 11%, and our adjusted operating profit margin increased 220 basis points to 51.3%. Well, this is a meaningful improvement, we measure in track adjusted margins on a trailing four-quarter basis, which increased 230 basis points to 49.5%. In addition, we reduce shares outstanding by 2%, which contributed to the 12% increase in adjusted diluted EPS. Each quarter, we take an opportunity to highlight key drivers to our business and important projects underway. This quarter, let's start with ratings issuance trends. During the second quarter, global bond issuance decreased 3% with mixed performance across geographies and asset classes. If we also include bank loan ratings, total global issuance declined 13%. In US, bond issuance in aggregate declined 4%, as investment grade increased 5%, high-yield toward 41%, public finance declined 11%, and structured finance dropped 19% with declines in CLOs, partially offset by gains in RMBS and CMBS. In Europe, bond issuance decreased 12% as investment grade decreased 17%, high-yield declined 4%, and structured finance decreased 1% due to declines in CLOs in ABS partially offset by gains in RMBS and covered bonds. In Asia, bond issuance increased 10% overall. On the fourth quarter 2018 earnings call, we introduced this chart to attempt to track debt issuance and global cash balances of the 50 companies with the most overseas cash at the end of 2017. As you can see here, the cash balances of these companies continue to decline. And bond issuance among these companies is increasing compared to the anemic 2018. The latest 2019 global bond issuance forecast is modestly more upbeat than the previous forecast. Excluding international public finance, which has minimal impact on our financial results, issuance is expected to increase 1.4%. Investor demand for leveraged loans was more appealing when rates were rising as loans have variable rates. Now that the tone from the Federal Reserve is more dovish, expectations have shifted to a rate decrease. In this environment, high-yield debt with its fixed rates looks relatively more attractive than loans to investors. This led to a decrease in bank loan ratings revenue in the second quarter to $85 million versus $121 million in the second quarter of 2018. During Investor Day, we introduced the framework powering the markets in the future, including six foundational capabilities. We use this framework to set our goals and allocate resources. I'm pleased to share great progress on a number of our new initiatives in the areas of global customer orientation and innovation. Last month, S&P Global China ratings published its inaugural credit rating in the domestic Chinese bond market. This first rating issue was for ICBC Financial Leasing Company Limited, a leading Chinese leasing company, which was assigned a rating of AAA on S&P Global China Ratings National scale. And just this week, the second rating was issued to Luzhou Banking Company Limited, a city commercial bank headquartered in Luzhou City of Sichuan Province. It was issued a BBB rating on the same scale. These two ratings begin to demonstrate the wider rating spectrum that they can expect as S&P Global China ratings brings a fresh perspective to a market of significant domestic and global interest built on our longstanding principles of objectivity and transparency. In doing so, we hope to contribute to the goals China has for the evolution of its domestic financial markets, and its connectivity to the global financial system. S&P Global Ratings issued its first ESG evaluation. Separate from a credit rating, the new ESG evaluation is for companies looking to help their investors gain a better understanding of their strategy, purpose, and management quality. The ESG evaluation is grounded environmental, social, and governance factors to assess an entity sustainability efforts. The ESG evaluation process is unique, and that includes interactions between our ratings analysts and the company's management. I recently met with several investors who expect the granular factors considered such as greenhouse gas emissions, water usage, safety management, and transparency in reporting that each have a score will further differentiate our ESG approach. You can see the factors on this slide. The first ESG evaluation in the US was for NextEra Energy, the world's largest producer of wind and solar energy. The first ESG evaluation in Europe was for Masmovil, Spain's fourth-largest telecom operator, providing fixed and mobile voice, and Internet services to business and retail customers. Each year, S&P Dow Jones Indices releases the annual survey of assets. This chart depicts the highlights of that survey for 2018. Due to the stock market correction that occurred late last year, asset levels and actively managed funds that benchmark against our indices were actually down versus the end of 2017 to $7.7 trillion. The assets and passive funds invested in products index to our indices were unchanged year-over-year at $4.8 trillion. Numerous indices support the trillion. Clearly, the S&P 500 is the largest with 3.6 trillion in assets. Other categories include Smart Beta and Fixed Income which both declined, and ESG and other which increased with ESG more than tripling in the past year. S&P Dow Jones Indices is continuing to advance opportunities in ESG. The S&P Dow Jones Indices, ESG scores service foundation for Index eligibility. In May, 22 new indices were added to the ESG Index family with versions of well-known country and regional benchmarks, including S&P Global 1200 ESG, S&P/ASX 200 ESG, and S&P Japan 500 ESG. On our first quarter earnings call, we shared that UBS had just launched in ETF in Europe based on our S&P 500 ESG Index. Earlier this week, the AUM for the ESG ETF reached $125 million. In June, DWS launched the Xtrackers S&P 500 ESG ETF based on the same Index, which screens out firms with the lowest environmental, social, and government's profiles. In May, Micro E-mini futures were launched at the CME to make trading more accessible. Micro E-mini futures are 110th the size of existing E-mini equity index futures, and that's more affordable for certain investors. These new Micro E-mini futures are based on four prominent indices, including the S&P 500 and the Dow Jones Industrial Average. The new Micro E-mini were recently dubbed the most successful launch in CME Group's history with 2.6 million contracts traded in the first full week. This chart shows the average daily volume of each of the products with the S&P 500 contracts seeing the largest trading volume. Delivering innovation, delivering innovative new products and nurturing existing benchmarks is an important emphasis at S&P Global. Indices recently launched eight new sector indices in Chile, with a focus on local investors of the Santiago Stock Exchange. Examples include the S&P/CLX Construction Real Estate Index, and the S&P CLX Food and Beverages Index. The development of a market for US crude delivered into Europe took a further step forward last month with the first ever trade of a delivered WTI Midland cargo in the Platts market on close assessment process. Two price assessments that we have discussed on a number of earnings calls have been the 0.5% sulfur marine fuel and the JKM LNG marker. Both of these are being added to the Platts eWindow. The Market on Close or MOCs Platts process for offering transparency into bid, offers, and transaction submitted by participants to Platts editors. eWindow enhances the MOC process. The inclusion on eWindow is an important milestone in the ongoing maturity and evolution of marine fuel and LNG markets. And now I'd like to turn the call over to Ewout Steenbergen, who will provide additional insights into our financial performance and outlook. Ewout?
Ewout Steenbergen:
Thank you, Doug and good morning to all of you on the call. Let me start with our second quarter financial results. Doug covered the highlights of strong revenue and adjusted operating profit growth. I will take a moment to cover a few other line items. Adjusted Corporate Unallocated improved by 10% primarily due to reduced project spending. Please keep in mind that Kensho revenue is included in the 2018 figure, but starting in 2019 it is included within Market Intelligence revenue. Interest expense increased 41% because the prior-year figure was unusually low due to a reduction of FIN 48 interest accruals associated with the resolution of New York State tax audits covering several years. The adjusted effective tax rate was 23.1%, 80 basis points lower than a year ago. This was primarily due to slightly higher stock option exercises as compared to the second quarter last year. Share repurchases, continued to be an important element of our capital return program. These actions resulted in a 2% decline in our diluted weighted average shares outstanding. Stock options associated with 120,000 shares were exercised during the second quarter. This resulted in a stock-based compensation, tax benefits on EPS of $0.02. Year-to-date stock option activity is running well ahead of last year. However, as the number of employee stock options continues to decline we expect the stock-based compensation tax benefits to decline as well. Changes in foreign exchange rates had a negative impact on the revenue in the Ratings and Market Intelligence divisions, and a $0.01 favorable impact on adjusted EPS for the company. Ratings revenue was negatively impacted primarily by the weakening of the Euro, Australian Dollar and British Pounds. Operating profit in Market Intelligence was favorably impacted by the weakening of the Argentinean Peso, Euro and Indian Rupee. Of our four non-GAAP adjustments this quarter, a $20 million restructuring charge primarily in Ratings and Corporate, a $5 million Lease impairment associated with Platts vacating office space at 2 Penn Plaza in New York City, and these employees are relocating to our headquarters downtown. $5 million in Kensho retention-related expenses, and we had $31 million in Deal-related amortization. This is a slide we shared at our Investor Day in May 2018. At the pics of framework that we outlined to show the areas where we can most impact shareholder value. The first two require investments. We need to continue to invest to fuel revenue momentum with product innovations, introducing new technology, adding new data sets, and reaching out to new customers in new geographies. We have made great progress delivering EBITA enhancement, and we must continue to fund new organic opportunities to drive additional productivity gains. Driving financial leverage involves optimizing interest cost, reducing shares outstanding, and optimizing the tax rate. And finally, we want to return capital to shareholders while maintaining flexible debt capacity. We are committed to returning at least 75% of annual free cash flow to shareholders each year. This quarter all four divisions delivered revenue growth and margin improvement. This is a testament to all the hard work by our employees, creating innovative new products, nurturing benchmarks, and delivering on productivity improvements our section important focus across the company. I'll provide color on the individual business results in a moment. Now turning to the balance sheet. Cash and cash equivalents declined slightly versus the end of 2018 principally due to $644 million of share repurchases during the first quarter. However, cash and cash equivalents increased considerably versus the $1.4 billion on hand at the end of the first quarter this year. Our adjusted growth leverage to adjusted EBITDA was 1.9 times remaining within our targeted range of 1.75 times to 2.25 times. On an un-adjusted basis, our gross debt to EBITDA leverage multiple decreased to 1.1 times based on its EBITDA growth in the first six months of 2019. Free cash flow excluding certain items increased $98 million to $956 million in the first half of this year. With an existing ASR underway, there were no additional shares repurchased during the quarter. This ASR concluded in late July and we expect to initiate a new $500 million ASR later this month. $140 million of dividends were paid during the quarter. Now, let's turn to the deficient results starting with Ratings. Ratings revenue increased 3% despite bank loan volume and bond issuance activity that declined 13%. We have emphasized in the past, the changes in total issuance aren't necessarily indicative of changes in revenue. The issuance mix is very important. With that in mind, high-yield issuance is very incremental to our revenue, and was up 41% in the U.S., our largest market. High-yield revenue growth combined with modest price increases at the beginning of the year cost Ratings revenue to increase 3%. Excluding the impact of foreign exchange, revenue increased 5%. Adjusted expenses increased less than 1%, resulting in a 5% increase in adjusted segment operating profit, and a 120 basis points increase in adjusted segment operating profit margin. On a trailing four-quarter basis, adjusted segment operating profit margin increased 70 basis points to 55.7%. Non-transaction revenue decreased due to a $6 million impact from foreign exchange rates, with changes in the other components offsetting each other. Transaction revenue increased as debt rating activity driven by high-yield bonds outpaced the decline in bank loan rating activity. Over time, non-transaction revenue has been a steady source of growth. This is because the majority of the revenue is subscription like. However, there is some volatility at certain components, namely Rating Evaluation Services, ebb and flow with M&A activity. In addition, changes in foreign exchange rates can always have an impact. This slide depicts Ratings revenue by its end-markets. The largest contributor to the increase in Ratings revenue was a 7% increase in Corporates. In addition, Financial Services revenue increased 3%, Structured finance declined 6%, governments increased 4%, and the CRISIL and other category decreased 7%. This includes an increase in inter-segment royalties for Market Intelligence, which was more than offset by decline in CRISIL's dollar denominated revenue. Market Intelligence delivered a strong quarter with revenue increasing 8%. I need to remind you of two changes that both became effective on January 1st. First, we now include Kensho revenue in Market Intelligence, rather than recording it as a corporate item as we did in 2018. Second, Trucost has been transferred from Indices to Market Intelligence, and results in both periods have been adjusted for comparability. With the ESG and climate, data analytics efforts under way at Market Intelligence, we believe Trucost is better suited to be included here. Adjusted expenses increased 6% as investment spending began to pick up in the second quarter. Adjusted segment operating profit increased 14% and adjusted segment operating profit margin increased 180 basis points to 34.3%, despite increased investments in the business. More importantly, on the trailing four-quarters basis, the deficient delivered an exceptional adjusted segment operating profit margin increase of 380 basis points to 35.6%. We expect increased investment spending in the second half of 2019 as we continue to invest in strategic growth initiatives. The sale of the SPIAS business that we mentioned on our first quarter earnings call, closed on July 1st. SPIAS revenue was approximately $20 million a year, and was included in Desktop. Desktop revenue, the largest category grew 3% excluding acquisitions while active desktop users grew 11%. Growth in this category has been slowing for the past few quarters due to industry trends and a shift towards Data management solutions as customers increasingly prefer data feeds. Data management solutions continues to exhibit strong growth. Credit Risk Solutions grew 12% with RatingsXpress providing the greatest level of growth as we continue to expense the data feeds portion of Credit Risk Solutions. Turning to S&P Dow Jones Indices. The segment delivered 14% revenue growth, and this included a non-recurring benefit of approximately $11 million associated with several recent contract re-negotiations. We do not expect a material change to future revenue from these contract to changes. In the second quarter, we reported 4% adjusted expense growth, 19% adjusted segment operating profit growth, and adjusted segment operating profit margin of 69.6%, an increase of 280 basis points. On a trailing four-quarter basis, the adjusted segment operating profit margin increased 130 basis points to 68.4%. Revenue in the various categories was mixed during the quarter. Asset-Linked fees increased 18% due primarily to AUM growth in ETFs and mutual funds as well as the benefit from recent contract re-negotiations. Exchange-Traded Derivative revenue declined 6% from lower exchange fees. Data & Custom Subscriptions increased 21%, but recall that a year ago we reported a 4% decline associated with a delay in contract renewals as a result of a change in administrative processes. This is all behind us now and the second quarter 2019 revenue reflects a more normalized run rate. Our indices division over the past year ETF net inflows were $70 billion and market appreciation was $69 billion. This resulted in an increase in quarter-ending ETF, AUM of 10% over the past year to more than $1.5 trillion. I want to make a clear distinction between average AUM and quarter-ending AUM. Our contracts are based on average AUM, which increased 9% year-over-year. We disclose quarter-ending figures because flows and market gains and losses are best depicted using quarter-end figures as shown in the waterfall chart on the right. Industry inflows into exchange-traded funds were $108 billion in the second quarter, with the majority going into fixed income and global equity products. Flows into US equity funds were $42 billion. The indicators for our exchange-traded derivatives . Volume increased modestly in the second quarter. S&P 500 Index options activity increased 2%, VIX futures & options activity increased 4%, and activity at the CME equity complex increased 12%. ETD volumes increased during the quarter, but revenues declined. While changes in volume are often a good indicator for changes in revenue, our pricing elements that change as well. For example, we aren't paid on volume at the CME, we're paid on the percentage of the profits of the equity complex at the CME and that could differ from volume. Now turning to the Platts division. Platts revenue increased 4% as a result of a 4% increase in Core subscriptions, and an 11% increase in Global Trading Services with increased trading volumes of oil, LNG, and Iron ore. Adjusted expenses decreased slightly leading to an adjusted segment operating profit margin of 52.1%, an improvement of 220 basis points. The trailing four-quarter adjusted segment operating profit margin was exceptional, increasing 260 basis points to 49.5%. Also yesterday, we closed on the sale of RigData to Drillinginfo. RigData is a small business that we purchased three years ago to secure the rights to North American rig information. In conjunction with this sale, we have secured the licensing rights to RigData datasets for use by Platts Analytics going forward. Power and gas delivered the largest rate of growth at 7%, primarily the result of increased adoption of our LNG Benchmark. Petroleum and Metals & Ag grew 4% and 3% respectively. Petrochemicals revenue declined 1%. And now lastly, I would like to discuss our 2019 guidance. This slide depicts our GAAP guidance. Those items that changed are highlighted. Please keep in mind that our guidance reflects current spot market ForEx rates. And now, let me review the changes to our adjusted guidance. Corporate Unallocated expense has been reduced by $10 million due to a reduction in professional fees, resulting in an increase to our operating profit margin range. Interest expense has been reduced by $10 million primarily due to improved accounts receivable collections and cash management benefits associated with converting overseas cash to US dollars. Tax rate has been reduced by 0.5% points with higher levels of stock option activity than initially anticipated. These items resulted in a $0.10 to $0.15 increase to our diluted EPS guidance range. While these changes increase our expectations for free cash flow, we're still within the guidance range we provided before. In conclusion, we continue to execute upon our corporate initiatives, including our stepped up investments in growth opportunities, and our $100 million cost reduction program. Some of our progress can clearly be seen in our current results, other programs are just getting underway. We are pleased with the progress we are making, both to advance the company and to deliver on our new 2019 guidance. And with that let me turn the call back over to Chip for your question. Chip?
A - Chip Merritt:
So, thank you. Just a couple of instructions for our phone participants. [Operator Instructions] Operator, we will now take our first question.
Operator:
I would now introduce Ms. Manav Patnaik (sic) [Mr. Manav Patnaik] from Barclays. Your line is open.
Manav Patnaik:
The first question is just on the Market Intelligence Desktop growth of 3%. I was just wondering if you could elaborate a little bit more on some of the trends, I think we know the obvious ones, but the deceleration was a little bit more notable to the 3%, and also the 11% user growth is obviously positive, but at what lag do you monetize that user growth to show better desktop growth?
Doug Peterson:
Manav, this is Doug. Thank you for your question. Well, first of all, the 3% growth as you know, is something that we, it's a little bit below what we've been targeting. We're targeting a mid single-digit growth going forward. And as you know, there has been a few industry trends of some equity shops that have been shrinking et cetera, so occasionally we get a request from customers like that to negotiate, but what's really - what we're focused on is the diversification of our business model. If you think about it, we have a different customer sets. We've got - we have banks investment banks, insurance companies buy side, sell side, corporates, governments, regulators et cetera. And so when we look at our user growth, 11% is a good leading indicator for us. We also were coming up during the year, we have different cycles of re-negotiations of our contracts, but overall we're still projecting mid single-digit revenue growth for the rest of the year.
Manav Patnaik:
And then just secondly, given you guys obviously still have one of the most flexible balance sheet in that universe right now. Just trying to think about how you plan to maybe use that flexibility in the appetite for M&A, just given some large deals recently including the one today just curious and how we should think about that?
Doug Peterson:
Well, first of all you should think that we are very careful stewards of our capital and our balance sheet. We take it very seriously, our obligations to manage those funds on behalf of our shareholders, as you know, we're always looking to see what would be potential opportunities for us to grow and to invest. In the slides I included a framework, which we call powering the markets for the future and that's really how we guide, where we're going to be investing in the future, and we've put a major emphasis as you can see, the last year so on internal organic investments as in China with ESG, with other initiatives. So as you would imagine, we're looking all the time to see what would be out there, it's just part of having a corporate development strategy, but nothing specific that I would talk about right now.
Operator:
This question comes from Alex Kramm of UBS. You may ask your question.
Alex Kramm:
Yes, good morning everyone. Want to ask about China, obviously, I know it's a little bit more long term, but obviously things are happening. Wondering, Doug, what other I guess metrics you can provide so far in terms of what you've seen, you obviously have a couple of ratings now. But, and I know it's early days, but anything you can disclose around pricing you're getting, new interest levels you're seeing, this is opening up any sort of data sales opportunity at this point already, and if you can comment on what these companies have seen in terms of, you mentioned BBB just now, I mean if credit spreads have been impacted. So I guess a big question about would like give us what would you can about what you're seeing so far?
Doug Peterson:
First of all, the reception for our business in China has been very positive, both from the markets themselves from issuers from investors. As you can see, we were approached to issue a bond that was actually not a AAA rating, is the first time this week that we that anybody has issued a BBB rating in the market, and the market reaction was actually curious and very positive. They were interested to see what is the criteria we're using, how it's going to be applied, as well as people have very high expectations for the way that we're applying our global expertise into a domestic market. As you know, the market is still very large, it's the third largest bond market on approaching the number two bond market. But overall, as you know, the bonds are still there, they are very short-term, about three years. A corporate issuance is about 12% of the total market, local governance about 31%, policy banks about 17%, commercial banks about 14%, overseas investors still only own about 2% of the total bonds in the Chinese market. And so if you think about those dynamics the people we've been approaching for on the issuer side we have a very active program with our commercial team to approach issuers and talk to them about what are the opportunities to be rated by S&P China, and we're getting very good response from them. We're starting to build a pipeline. Nothing that we would be able to talk about formerly yet. And then on the investor side, we're really swamp with investors calling us to learn more about our approach and especially now having two different ratings at AAA to a BBB, it demonstrates that there is going to be a widespread of ratings in China as opposed to the domestic ratings, which are all cluster around the AAA and AA level. What we'd like to do is over time as we get more track record as we have more ability to give you data. We will start sharing more of that, but we're very pleased with the progress we've had so far. And also, I'm really pleased that we've already had two ratings, especially that cover a range of ratings.
Alex Kramm:
I'll stay tuned. I guess then for Ewout, on the margin side, I mean you continue to do really deliver good operating leverage, but also seems to show that you're still finding new efficiencies. So I guess it's a broad question, but just curious how you feel about the ability to continue to do that, how many stones they are still to turnover to find these efficiencies or if we are starting to run out? Thank you.
Ewout Steenbergen:
I would say a whole pile of stones we still to have in the company, and we are very pleased with the progress we are making. As you have seen, we are very disciplined with the execution of all of our programs to deliver on the commitments we have given to our shareholders. So if you look at the margins overall, we have now one business that has its aspirational margin targets, that is the Index business. On a trailing four-quarter basis, 68.4%, and we set the aspirational target is mid to high '60s. We have one business that is getting close to the aspirational target, that's the Platts business, that is on the trailing four-quarter basis now at 49.5%, and then Ratings and Market Intelligence have still a little bit of room with Ratings being now at 55.7 with the aspirational target of high '50s, and Market Intelligence at 35.6 trailing four-quarter margin and the aspirational target is mid to high '30s. So, we will continue to execute on our plans to deliver on the operational leverage that we have to deliver on our productivity programs to grow the top line, which of course the best way to expense margins is to grow the top line in a healthy way. You've seen that we have had strong revenue growth this quarter in all of our businesses, and that's way you may expect us to continue with that and we have a lot of opportunity still to continue on the spot.
Operator:
This question comes from Toni Kaplan of Morgan Stanley. You may ask your question.
Toni Kaplan:
Similar to your largest competitor, your ratings performance in the quarter notably outperform the issuance environment, and I know you attributed a lot of that to mix, just given the strength and high yield, but could you also talk about if there are any other drivers outside of mix and price. Are you seeing similar mix shift in the quarter to more infrequent issuers and M&A financings or is there anything else that can just explain really, really strong performance in ratings, even though the environment is still pretty muted? Thanks.
Doug Peterson:
This is Doug. There is really nothing that is really more beyond what you just mentioned what we've talked about, and it is the pricing. It's also the mix as you saw there was a 41% increase in high-yield issuance, which is really a significant increase, and the mix this quarter was very different in prior quarters. We saw the 41% increase in high yield in the US is definitely a big part of that. We also saw a corporates, which many of the corporates went to go to the markets during the quarter were people that actually pay us with transaction fees versus those that on a frequent issuer fees that we're not going to the market this quarter. So those are really the most important drivers, there is nothing that was unusual overall. What's unusual is that there was the 41% increase in high yield in all of a sudden in really dramatically in June as well. But other than that, there is really nothing that a main shift quarter-on-quarter from prior quarters.
Toni Kaplan:
And then shifting to Market Intelligence. With the recent large M&A announced this morning, maybe you could talk about if you see the industry changing in the coming years? And if you plan to make any changes to your CapIQ strategy or Intelligence strategy overall, just I guess does large M&A sort of change anything in your view going forward?
Doug Peterson:
Well, first of all, it's a very interesting transaction, and I don't want to comment on the actual transaction itself, but they're both formidable competitors, both in MI and in Indices. But when it comes to the landscape, we've been watching, and obviously watching very carefully, what would be the landscape, and what could be some of the changes that take place with this type of a competitor which is already very formidable on its own, but we are very pleased with our strategy at Market Intelligence and indices. We've got a diversified segments in our businesses, as I mentioned earlier, we have customers and government agencies, corporates, universities etcetera. And we have a growing data business, which is something that's not only in Market Intelligence, but also across the company. We're looking to see how we can harness our data business even more than we have already. So these are some of the things that we will watch in terms of industry trends from our competitors, but we also feel with the various transactions we've done the last few years for data assets like Trucost what we're doing with ESG, Kensho which is showing that there is a lot of value in artificial intelligence machine learning data linking etcetera. We feel that we're very well positioned to be also to be a tough competitor in this space.
Operator:
This question comes from Bill Warmington of Wells Fargo. You may ask your question.
Bill Warmington:
So, question for you on Market Intelligence. You've been talking about and you've been executing on creating a unified platform for us SNL and Capital IQ, I was hoping to get an update on how the migration of the Cap IQ users onto that new platform is going?
Doug Peterson:
Yes, first of all, the MI platform is we've discussed is a platform that we're in addition to working on the migration, it's also important for us the way we're supporting other divisions. As an example, the S&P Global platform, which we're using to support Ratings360 & Ratings, and new very dynamic data delivery products for Platts. But going back to your question, we continue to add Cap IQ data sets and functionality to the MI platform on an ongoing basis, and this will continue in through 2020. And so along the way, we've found some ways to be more flexible to - our clients to also be more involved in the transition from Cap IQ to MI, so that the customers themselves can choose the timeline for their own migration to make sure that they can transfer all of the functionality along with that. So the transition is going well, but it's probably a little bit slower than we had originally envisioned. So it's now moving into more of a timeline into 2020.
Bill Warmington:
So when that transition is completed, what kind of a - you're able to actually shut down the legacy Cap IQ system, what kind of a margin benefit do you think you can get from that shutdown?
Ewout Steenbergen:
Well, we haven't really quantified that, but obviously running two platforms with all the maintenance expenses that come with that is expensive. So there should be operating leverage benefit that will come out of that, but we haven't really quantified that at this point in time.
Operator:
This question comes from Joseph Foresi of Cantor Fitzgerald. You may ask your question.
Unidentified Analyst:
This is Drew coming in for Joe. Could you provide a little more color on the ESG scoring system and the early customer reaction you're getting?
Doug Peterson:
Yes, so, thank you. First of all, there is various ESG products we have across S&P Global, with in Indices, in ratings, and in market intelligence. And we in the prior call talked about how we had put together design team to ensure that we had a common data architecture, which we've been managing, as well as to ensure that across the different groups where we have a consistency of approach in methodologies. But the on the slides this time , there was a Slide 14 where I included the profile factors which are used for the ESG evaluations, and not to go into too much detail. Just as an example, the ratings ESG evaluations, it starts with an approach to look at the overall geography and an overall market. It then also has a way to look at 44 different industry structures for environmental and social factors. We've been doing a lot of governance over the years. And then for each of the different ESG companies are being evaluated. There is factors - four factors for environmental, four for social, and four for governance and each of those are scored. What makes these unique compared to some of the other tools being used in the market right now is that the person that receives this evaluation can then dig into and analyze each of these different factors to understand how they led to the total score. In addition, in the Ratings ESG evaluation, there is also a management meeting, which takes place, which allows the ratings Analyst and the management team to discuss their overall ESG and overall governance and stewardship profiles. So we think it's a really interesting approach. We've only issued two of these ESG evaluation so far. Although Trucost which is one of the other companies, which we acquired three years ago and as Ewout mentioned earlier, is now included in the MI Pro in the MI segment, is also a very advanced company when it comes to the 15,000 different companies that they have included environmental profiles including greenhouse gas emissions, waste and pollution et cetera. So this gives us also we think a real, a leading position with having Trucost that we can use across all of our ESG products. So much more to come, really good-- really, really good feedback so far from the markets on what we're developing.
Unidentified Analyst:
And then just to add on top of the one of the previous questions about China. So with that BBB rating, are you seeing any push back or hesitancy from companies that we're thinking of getting rated and now they see you guys are going to be all over the place, and now they are a little concerned by that?
Doug Peterson:
We haven't seen that at all. In fact, quite the contrary, people especially institutional investors have come to us to really learn more and more about our methodology because they see this granular approach with a wider spread that actually is much more reflective of what the pricing is in the market as well. So we haven't, this is - it's probably too early for me to draw conclusions from two ratings, but the response has been really enthusiastic.
Operator:
This question comes from Tim McHugh of William Blair & Company. Thank you. You may ask your question.
Tim McHugh:
Just wanted to ask about Platts, both in terms of I guess it was a slightly slower growth rate in the Subscription piece, so is there was anything happening there? And then the sale of RigData, is there anything that's reflective of in terms of the broader strategy with regard to additional research and analytics you're selling on top of the price assessments products? Thanks.
Ewout Steenbergen:
Tim, this is Ewout. I think you should not read anything with respect to the Platts results that there is a change in trends. We expect the Platts business to grow mid-single digits growing forward, that's going to always surrounds a bit that's a little bit quarter-by-quarter, but this is a very steady business where there is a lot of recurring revenues, we see the GTS business doing well. We see strong margin improvements and we expect to Platts business to continue on that path. So again expectation of mid-single digit revenue growth going forward. With respect to RigData, RigData was acquired approximately three years ago. The main strategic reason at that time was to secure the data source of the rig counts in North America, and the only way to secure that at that time was through the acquisition. In the meantime, we had an opportunity to secure that going forward through a licensing agreement. And therefore, there was a better owner for these assets in the future, and that's why we decided to sell RigData to the other owner. But at the same time have access of this data sets on an ongoing basis. As I mentioned in the prepared remark RigData, it was a relatively small business, approximately $10 million of annual revenue for this business.
Tim McHugh:
And then just more, you also sold the kind of investment advisory business, I guess, is this - is there any sort of sign that you're doing a refresh portfolio review or reassessing some of the smaller business units or is it just I guess coincidence, two of these situations popped up reselling?
Ewout Steenbergen:
So, Tim, we are very happy with our portfolio, we think we have a fantastic set of businesses. So there is nothing large happening on the need for suspect to a portfolio review, but we always are looking at certain elements, and where we first of all can strengthen our portfolio based on acquisitions, but sometimes there are short and elements and smaller businesses that we think there is someone else who could be a better owner. So don't see that this is anything large in terms of a change in our strategic intent. This is just continued healthy review of our portfolio. But these are all in general term small businesses, so there is nothing behind that.
Operator:
This question comes from George Tong of Goldman Sachs. You may ask your question.
George Tong:
I'd like to dive deeper into your Ratings revenue performance this quarter. Your other major competitor reported a 2% decline in Ratings revenue in 2Q compared to 3% Ratings revenue growth at S&P, would you say that you have structurally higher exposure to high-yield issuance that explains this difference or perhaps different pricing power?
Ewout Steenbergen:
And George, good morning. This is Ewout, I think it's hard to of course for us to comment on some of our peers. But I think in terms of our market profile, in each you always have to go two three layers deeper and looking at mix changes and to understand the impact on our company. So for example, if you look at structured finance, we are having strong market positions in certain areas, and we have smaller market positions in other areas. So for example, if there is a decline in CLOs, our CLO position is relatively modest. So we won't be impacted so much based on that. And the other element is what's Doug mentioned before at the previous question and that is that we saw particularly a decline in - sorry, we saw an increase in issuance from issuers that are paying us more on a pure transaction basis. So we have our frequent issuer programs where we have more a fixed fee arrangement. And so we saw more an increase on the customers that are on a transaction basis and therefore benefiting a bit, a little bit more this quarter then if the issuance growth would that have been in the frequent issuer programs which wasn't the case.
George Tong:
You increased your full-year EPS guidance to reflect lower corporate expense, interest and taxes given the strength in your ratings business is your view on full-year revenue has also improved, or do you expect weaker trends in the back half of the year that could offset 2Q outperformance?
Ewout Steenbergen:
George, I think you should look at the increase in our guidance. Overall, that we are very optimistic around our current performance, the growth progress we are making, the progress we are making with respect to our productivity programs. Doug mentioned the issuance outlook, that is modestly stronger for the full year. So overall, you have to take all of these elements into account if you think about our new EPS guidance. One element I would like to point out that the investment spend will be a bit higher in the second half of this year. So think about approximately $15 million higher investment spend in the second half than compared to the first half of 2019 and that $15 million will mostly be incurred in the market intelligence segments. And then also, if you look at the two divestments we did is SPIAS and RigData, on an annualized basis both companies combined had a revenue of $30 million, $30 million, so we're also missing a bit of revenue in the second half of the year because of those divestments. So look at that all in combination but I think what you should clearly take out of our improved guidance is we are very happy with the current performance, as you have seen this has been a very strong quarter for the company, and we are also optimistic about the outlook for the second half of this year.
Operator:
This question comes from Craig Huber of Huber Research Partners. You may ask your question.
Craig Huber:
Doug, curious to hear your updated thoughts on the debt issuance environment out there when you think about where we are at right here in the cycle in terms of credit spreads, M&A calendar, strong refinancing calendar coming up et cetera and follow-up?
Doug Peterson:
Thanks, Craig. Well, first of all, as Ewout just mentioned was - mentioned earlier, we have built our global issuance summary based off of many different factors. We've been looking at obviously what's the pipeline of refinancings coming up, what's on people's balance sheets for having to for maturity schedules, we speak with the debt capital markets groups of various investment banks, and we also watch very carefully what we think are going to be some of the factors driving that including rates and obviously growth. So in our current forecast, we see that in Corporates are going to be up about 2.5%, Financial Services about 0.8%, Structured finance about flat for the rest of the year, and Public finance up a little bit as well, which leads to about a 1.4% total. But a couple of the factors which you've asked about though are pretty interesting right now. The investment grade composite spread has been pretty low recently, its recent high was about 176 basis points right now, in July it was down to below 140. In speculative grade, high-yield investments - high-yield issuance right now the spreads about 400 basis points, it's been as high as 500 recently, it's been as low as around 300 recently. So it's still a little bit higher than it had been down at 300, but we see that the conditions for issuers is still very strong low rates. And then on top of that, you know that the overall rate environment is very low the United States 10 year as of yesterday was just 2.06%, the UK is a 0.6%, Japan is negative at 0.15% negative, Germany is now down to 0.43% negative, and Switzerland's down at negative 0.64%. So with underlying 10-year base rates this low and trending lower along with spreads which are very attractive. They're not as low as they have been, but there is still attractive, financing conditions are attractive. There is still a lot of liquidity out there, we think that overall, it's a good environment for issuers, it's a more of an issuer-friendly environment, although we don't see the markets going gangbusters, which is I think reflected in our overall 1.4% expectation for growth for the rest of the year.
Craig Huber:
My second question, Doug. Can you just comment on your Kensho acquisition in terms of, curious, in terms of employee retention rates there, how that's doing? And also, what do you guys most excited about right now with, working on it from a cost perspective, but also enhancing the products that you have with four, five areas that you're willing to talk with you most excited about? Thank you.
Doug Peterson:
Yes, let me start and then I hand it over to Ewout. So I am really excited about the things that I've been seeing in Kensho, and recently I've had opportunity to meet with some employees and in Platts as well as Indices, in Ratings who are having direct contact or direct product development beyond just what we had originally done with MI. And so the enthusiasm is really great, and there is interesting enhancements that are being looked at for the Market on Close, for Surveillance, in Ratings for the new Index team which is joined the Index team from Kensho into our Index business. So there is a lot of enthusiasm across the company. We're starting to see tangible products delivered or beginning to be scaled but let me hand it over to Ewout who will elaborate on that and tell you a little bit more also about the attrition.
Ewout Steenbergen:
I can just share the enthusiasm of Doug around Kensho. If, for example, here about the redesign on the Market on Close process in Platts, the enthusiasm in Platts, and the people that are involved with that in working in a joint team with Kensho to redesign such a process, which will be really a leapfrog in terms of the proposition at Platts has to its existing customers. That's fantastic. If you think about the Omnisearch and how much of that is completely changing the experience of our customers in terms of the market intelligence platform, and looking at more and more data that we add to this platform which will make it more and more difficult to search what you're really looking for, so a very strong search engine is important, and in fact, it doesn't really exist in the B2B markets today. So that is already being rolled out today to certain customer groups and the feedback is very positive. I can give you the whole list, but of course, I don't want to spend too much time on that. Craig, you also have one very specific question about retention which is of course an important metric that we are measuring and following very closely, and I'm happy to tell you that the current attrition levels are below industry benchmarks for Kensho. So, we're pleased with that as well.
Operator:
Dan Dolev from Nomura. You may ask your question.
Dan Dolev:
Thanks for squeezing me and I appreciate it. Great results. So I look at your guidance, starting from last year, you went from negative to 0.6 to plus 1.2 to plus 1.4 in terms of the issuance outlook, maybe ask differently, is this just a matter of being deeper into the year or increased optimism or a little bit of both?
Doug Peterson:
Well, this is a combination. It's - I wouldn't - I would say that this is really a combination of what we saw in the first half. As I mentioned a little while ago and I can give you a few more statistics, there was a lot of volatility in the first half of some numbers, as I've mentioned before with high yield up 41%. In Europe, investment grade issuance was down 17%, in Europe corporates are down 17%, sovereigns were down 28%, public finance in the US was down 11% but corporates were up 17%. So what we do is we try to look and see what was the issuance so far this year against our initial expectations. Also looking at, as I mentioned what are maturity schedules that are coming forward. And so this is something that our team, our fixed income research team, they put this together in a way that they are taking into account all of these different factors based on what was the issuance earlier in the year, what is the upcoming maturity schedule, what are they hearing from the banks, what are they seeing from the M&A pipeline, and the one of the most important factors which is also part of that is the outlook for rates, and we've seen the ECB, Japan and then yesterday in the US, the Fed lowered rates by 25 basis points as well, which is really setting a more attractive rates environments as well. So those are all of the different factors that would be built into this 1.4% increase for the rest of the year.
Operator:
Next question comes from Jeff Silber of BMO. You may ask your question.
Henry Chen:
It's Henry Chen. Good morning, Doug. Just wanted to ask a high level question on the strategy around powering markets. I guess especially in that Market Intelligence and Platts business, I was wondering if you could just comment on how you're thinking about investments in either data and analytics for and how you're thinking about which markets you can sort of attack and to build products for? Thanks.
Doug Peterson:
Well, this is the one of the things that we've done with this the strategy of powering the markets for the future and you saw the framework in the materials that we provided. It gives us a way that we can speak to our businesses about their core investments in their core businesses as well as areas of disruption or what we would call adjacencies. And as part of that, we're looking and driving this on what our customers want, and what we hear from our customers, we decided that we needed to drive our investments and drive our growth by hearing what comes back from the markets instead of just trying to come with come up with ourselves. So in addition to our strategic teams and our executives, we also have our commercial teams and others out listening as much as they can, what are the key trends, and you mentioned what is one of the most important trends for not only Platts and market intelligence, but also Indices and Ratings and that's the future of data. This is where we are very pleased to see the growth of over 10% and 11% in the data feeds business in market intelligence. When we meet with our Platts customers, they're talking about data, they have oodles and piles and an avalanche of data in their own business that they're trying to make sense of. And one of the questions they are asking us is "Can you provide us with more data that's easier for us to use and also make sense of our own data?". So the data equation is one that is most on the minds of our customers with the combination of how do you use that through technology, through modeling tools etc. And as we look at that, that's how we - how we decide where we're going to invest. It's really based off of customer feedback, customer insights, and it's not just a team that is doing this in a theoretical way. We're actually out, boots on the ground, visiting our customers to listen to what they need.
Operator:
We will now take our final question from Michael Cho of JPMorgan. You may ask your question.
Michael Cho:
Thanks for squeezing me in here. My first question. I want to touch on ESG. I mean, we talked about ESG on this call, but I was hoping if you can give an update on how you're thinking about framing the overall size of the ESG opportunity for S&P, and then do you think S&P has all the assets today to adequately capture that opportunity?
Doug Peterson:
Let me start and give you a little bit of a view of the market opportunity and how we're thinking about it and then Ewout will give you a little bit of thoughts about market sizing and where we're heading from that point of view. In terms of the opportunity and how we think about it, it's one that's really expanding very rapidly. When people ask me about this and meetings that I met I usually say that I think we're in the second inning. This is a very early stages of the development of the ESG Data market. We're finding demands from the investor side, the buy side is trying to understand what this means for their portfolios, and it's going beyond what were the traditional impact investors or investors that had some sort of a sustainability quotient already included in there in their mandate. And so this is also starting to now filter through to pretty much all and institutional investors. When we look at this, we also know that there are needs from governments, from corporates, from issuers, etc and we're trying to see and make sure that we have the right mix and right portfolio of products and services. We think that there are opportunities for every single one of our divisions to provide ESG products and services. We also believe that with Trucost as an anchor, which is an excellent anchor for what we do, this gives us the ability to have a starting point for environmental factors. Our governance work that we've been doing for over 30 or 40 years in the ratings business also helps us with the foundation there. So you're going to see us developing these products and services coming out of all of the different divisions, and as we've shown in the last couple of quarters this is a commitment for us, an investment commitment. We've also started building in a way that we designed it from the ground up. So we've got a very sophisticated approach to data across S&P Global, so we don't duplicate our efforts. But that's the general approach, you should see us continuing to talk about this investing in it and growing it from what we think is a strong foundation but in the very early innings. And let me hand it over to Ewout.
Ewout Steenbergen:
So if we look at the overall size of our ESG business we're looking at activities and products across all of our divisions as Doug just explained. So think about renewable energy in Platts, think about Trucost and ESG scorecards that are being developed in market intelligence, the S&P Dow Jones Sustainability Index, and the new 500 ESG Index, in Index the ratings ESG evaluations and many more products that are currently under development. Overall, last year we reported approximately $37 million of revenues for ESG, the forecast for this year is approximately $50 million of revenue for the whole company and the outlook is growth of approximately 40% over the next few years. So 40% growth, so this will be clearly a growth driver for the company in the future.
Michael Cho:
I'm going squeeze just one more in on China. Doug, I mean outside of ratings on the call you talked about powering market harnessing data but in China, I mean can you give us framework, an update on how we should think about the incremental essence, the opportunity within China, because of the establishment of the local ratings business?
Doug Peterson:
Well, first of all, thank you Michael for initiating coverage. We appreciate having JPM as one of the organizations that's covering us and thank you for the questions. On China, just we've mentioned this before, we are thinking about China and we're entering it with a consolidated comprehensive effort for all of S&P Global. So right on the heels and I could say even nipping on the heels of ratings as market intelligence that's also building out a domestic data and analytical service for the financial markets as well. So we look at this as a really important transition of a large financial market that is moving towards becoming more of a capital market than a bank market. As you know, right now in China, most of the financing is actually on bank balance sheets as opposed to bonds and most of the bonds that are actually issued are very short term, there's three years and they're also going on banks' balance sheets. And so when we look at this transition that we think is going to take place as the capital markets are reformed, they become more sophisticated and also more linked globally, we believe that there is going to be opportunities for all of the S&P Global businesses to establish domestic onshore products and services. We don't have a sizing for you yet. We will provide that over time as we get more experience and we build out the roadmap for you, but right now, you can be assured that we look at this comprehensively across S&P Global, the first onshore investments in the first products that are launched in ratings but market intelligence is really close behind.
Doug Peterson:
Thank you. So with that let me thank everyone again for joining the call today. I'm very pleased with the strong quarter that we had. I'm pleased that we're continuing with a lot of progress in all of our investments in our core businesses which you saw demonstrated today from our strong results. And then, it's also encouraging to see the progress that we're making on these new investments such as the China discussion we just had, the ESG products and services that are based on anchored off of some of the Trucost benefits that we had from that investment, so thank you again everyone for following the company. I hope everyone has a great summer and we'll be back in a quarter. Thank you very much.
Operator:
That concludes this morning's call. A PDF version of the presenters' slides is available now for download from investor.spglobal.com. A replay of this call, including the Q&A session will be available in about two hours. The replay will be maintained on S&P Global's website for 12 months from today and by telephone for one month from today. On behalf of S&P Global, we thank you for participating, and wish you a good day.
Operator:
Good morning, and welcome to S&P Global’s First Quarter 2019 Earnings Conference Call. I would like to inform you that this call is being recorded for broadcast. All participants are in a listen-only mode. We will open the conference to questions-and-answers after the presentation, and instructions will follow at that time. To access the webcast and slides, go to investor.spglobal.com. [Operator Instructions] I would now like to introduce Mr. Chip Merritt, Senior Vice President of Investor Relations for S&P Global. Sir you may begin
Chip Merritt:
Good morning. Thanks for joining S&P Global's earnings call. Presenting on this morning's call are Doug Peterson, President and CEO; and Ewout Steenbergen, Executive Vice President and Chief Financial Officer. This morning, we issued a news release with our first quarter 2019 results. If you need a copy of the release and financial schedules they can be downloaded at investor.spglobal.com. In today's earnings release and during the conference call, we're providing adjusted financial information. This information is provided to enable investors to make meaningful comparisons of the corporation's operating performance between periods and to view the corporation's business from the same perspective as management's. The earnings release contains exhibits that reconcile the difference between the non-GAAP measures and the comparable financial measures calculated in accordance with U.S. GAAP. Before we begin, I need to provide certain cautionary remarks about forward-looking statements. Except for historical information, the matters discussed in the teleconference may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including projections, estimates and descriptions of future events. Any such statements are based on current expectations and current economic conditions, and are subject to risks and uncertainties that may cause actual results to differ materially from results anticipated in these forward-looking statements. In this regard, we direct listeners to the cautionary statements contained in our Form 10-Ks, 10-Qs, and other periodic reports filed with the U.S. Securities and Exchange Commission. I would also like to call your attention to a European Regulation. Any investor who has or expects to obtain ownership of 5% or more of S&P Global should give me a call to better understand the impact of this legislation on the investor and potentially the company. We're aware that we do have some media representatives with us on the call. However, this call is intended for investors, and we would ask the questions from the media be directed to Jason Feuchtwanger at 212-438-1247. At this time, I would like to turn the call over to Doug Peterson. Doug?
Doug Peterson:
Thank you, Chip. Good morning, and welcome to our first quarter earnings call. 2019 began on shaky footing on the heels of the volatility uncertainty in the first quarter. The markets have come a long way since the depths of December. The main development in the past quarter has been the recovery of both equity and debt markets. In the meantime, our baseline forecast is slower, but healthy growth for 2019 remains intact. But the most notable change has been a coordinated stand down by major central banks and across the board shift in monetary policy bias from gradual tightening to neutral. Markets have responded very positively, although risks related to politics and trade still linger. Our subscription businesses, Market Intelligence and Platts led revenue growth in the first quarter as it took several weeks in January for markets, and more importantly ETF AUM and debt issuance to recover. Let me review some of the highlights from the quarter. Market Intelligence led all segments with 8% organic revenue growth. We achieved a 40 basis point improvement in adjusted operating profit margin, and as I will show in a few moments an even larger increase in our trailing four quarter figure. We continued the long track record of reducing average diluted shares outstanding, with the decline of six million shares. Based primarily on a lower tax rate and a lower share count, we delivered 5% adjusted diluted EPS growth. In a period when markets weren't ideal, we were pleased to still be able to grow adjusted diluted EPS. We generated approximately $306 million in free cash flow excluding certain items in a seasonally low cash flow quarter. We're reaffirming 2019 adjusted guidance. And finally, we launched two landmark ESG offerings that I'll review in a few minutes. Revenue is largely unchanged versus the prior period as the decline in Ratings revenue is offset by growth in the other three segments. Our adjusted operating profit increased 1%, and adjusted operating profit margin increased 40 basis points to 47.3%. But please recall, we measure and track adjusted margins on a trailing four-quarter basis, which increased 230 basis points. In addition, we continued to reduce shares outstanding, which contributed to the 5% increase in adjusted diluted EPS. Each quarter, we take an opportunity to highlight key drivers to our business and important projects underway. This quarter, let's start with the data feeds business within Market Intelligence. When most investors think about Market Intelligence, they think about the Capital IQ or Market Intelligence desktop. Data management solutions and rating express, however, offer products that are ingested by our customers as data feeds. This data feed business has grown about 11% annually for the last two years and is on track to deliver revenue of more than $600 million this year. Historically, data feeds have primarily been made up of RatingsXpress which is the reselling of ratings information Compustat and CUSIP along with other offerings including GICS, cross-reference services and earnings estimates. In the past year, we have had a 40% increase in the number of data packages available through our data feeds. These have included alternative data such as machine-readable transcripts, Panjiva shipping data and SNL asset-level data. We expect that Trucost ESG data, transcript sentiment scores and other unique data sets in the near future. The key is to deliver unique data to our customers in the form of which they need it. Now turning to Ratings. During the first, quarter global bond issuance decreased 3% with mixed performance in various geographies and asset classes. If we also include all bank loan ratings volume, total global issuance declined 13%. In the U.S., bond issuance declined 7% as investment grade decreased 8%, high yield increased 6%, public finance improved 17% and structured finance declined 20% with drops in CLOs, ABS and CMBS partially offset by gains in RMBS. In Europe, bond issuance decreased 9% as investment grade decreased 13%, high yield declined 26% and structured finance increased 10%, due to strength in covered bonds, a category where we have very little presence. In Asia, bond issuance increased 12%. Last quarter, we introduced this chart to attempt to track debt issuance and global cash balances of those companies with the most overseas cash at the end of 2017. We're pleased that the cash balances of these companies continued to decline and that the issuance among these companies is showing signs of recovery after an anemic 2018. The latest 2019 global issuance forecast is largely unchanged from the previous forecast. Excluding international public finance, which has minimal impact on our financial results, issuance is expected to decrease less than 1%. Leverage loan activity has become an important source of revenue as these loans are increasingly rated. This chart depicts new leverage loan volume for the past six years and excludes repricing and amend-to-extend volume. First quarter volume is down 26%, primarily due to less M&A activity as well as a dramatic reduction in leveraged loan fund assets. This chart shows that for the past 23 weeks, U.S. leverage loan funds have experienced significant outflows. In fact, since peaking at $109 billion in October 2018, loan funds have had net outflows totaling over $25 billion. Investing in leverage loans is more appealing when rates were rising because loans have variable rates. Now that expectations for rate increase have subsided, high-yield debt looks relatively more attractive. Remember when doing your analysis, leverage loan activity is not included in bond issuance data. And so our bank loan ratings revenue decreased in the first quarter to $67 million versus $99 million in the first quarter of 2018. During Investor Day, we introduced the framework Powering the Markets of the Future, including six foundational capabilities. We use this framework to set our goals and allocate resources. During our fourth quarter call, I shared projects underway in each of these categories with particular emphasis on global with our Ratings opportunity in China. Let me start there and then highlight some new opportunities under innovation and customer orientation. After receiving approval to enter the domestic Chinese bond market in January, our official launch has then took place on March 26. We hosted a half-day seminar in Beijing with 170 participants from issuing companies, fixed income investors, banks and other participants in China's financial markets. This was an opportunity to showcase our new team as well as our strong commitment to bring more transparency and insights to China's financial markets, also outlining a vision that goes beyond our Ratings business and across all of our divisions. ESG is a major focus in the areas of customer orientation and innovation. Our ESG efforts at S&P Global span every business segment. In 2019, we anticipate ESG revenue will approach $50 million. We recognize that different clients have different needs and are trying to tailor products specific to those needs. To that end, we have created the ESG data factory to centralize the data collected across the company which can be used in any of our ESG offerings. This ensures consistency of inputs across the various products as well as scale. We're expanding on our ESG heritage in S&P Dow Jones Indices. 20 years ago, we launched the Dow Jones Sustainability Indices, arguably the best known ESG indices in the market. We're now introducing an enhanced ESG scoring methodology designed for the new S&P 500 ESG Index and the upcoming country-specific and regional ESG indices. The scores are used as inputs to evaluate companies in the indices. The S&P DJI ESG scores are available to the market as a stand-alone product and can be used as a tool for a broad range of research, indexing and investment purposes. The first of the new ESG indices to launch is the S&P 500 ESG Index. An increasing number of investors require indices that are aligned not only with their investment goals, but also their individual and institutional values. The S&P 500 ESG Index is constructed with both of these in mind. The S&P 500 ESG Index targets 75% of the traditional S&P 500's market capitalization at the industry level based on their GICS code. The index offers diversification and a profile that is close in line with that of the U.S. large cap market. UBS is the first firm to license this product for ETFs that launched last month on several European exchanges. S&P Global Ratings launched ESG Evaluations to serve issuers and fixed income investors. Our ESG Evaluation is a cross-sector relative analysis of an entity's ability to operate successfully in the future and optimize long-term stakeholder value in light of its natural and social environment and the quality of its governance. In addition to leveraging the ESG data factory, the engagement that our ratings analyst have with client company management coupled with the judgment of our analysts add unique insights to this product. Delivering innovative new products and updating existing products is an important emphasis at S&P Global. Our indices business recently launched the Global SmallCap Select Indices. This series of new indices is designed to improve long-term risk-adjusted performance of small caps by excluding companies without a consistent track record of positive earnings. In addition, Platts launched assessments of low sulphur marine fuel in response to International Maritime Organization's 0.5% sulphur cap on marine fuel that begins in January 2020. Our new assessments are for daily cargo and barge prices of marine fuel 0.5%, reflecting global pricing of IMO 2020 compliant residual marine fuels. Based on these new assessments, ICE launched six marine fuel 0.5% futures contracts on February 19th, which traded 84 lots equaling over 500,000 barrels on the first day. In March, S&P Dow Jones Indices benchmarks including the iconic S&P 500 and the Dow Jones Industrial Average became the first benchmarks to be endorsed under the EU Benchmark Regulation and included in the ESMA register enabling supervised entity in EU to continue to use them. And finally, Platts recently announced to change to the Dated Brent benchmark. The proposal move to a CIF, C-I-F Rotterdam basis, which means it will be a landed cost. With FOB supply in the North Sea gradually falling, this proposal ensure ample liquidity of grades in the Dated Brent basket for the foreseeable future. And last, I'd like to share the early success of two new price assessments that we featured in previous earnings calls. These charts depicted the volume of options and futures contracts that are based on Platts' JKM marker and Black Sea wheat. As you can see in these charts, both price assessments are gaining great adoption in the marketplace. And now, I'd like to turn the call over to Ewout Steenbergen, our CFO, who'll provide additional insights into our capital plans and financial performance. Ewout?
Ewout Steenbergen:
Thank you, Doug, and good morning to all of you on the call. Let me start with our first quarter financial results. Doug covered the highlights, I will take a moment to cover a few other line items. Adjusted corporate unallocated improved by 30%, primarily because the $20 million contribution to the S&P Global Foundation in the prior period did not recur. This was partially offset by the addition of Kensho. Total adjusted expenses decreased 1%. This is notable considering that the acquisitions of Pragmatix, Panjiva, RateWatch and Kensho have added to our cost structure. The adjusted effective tax rate of 20.9%, 80 basis points lower than a year ago, and less than our full year guidance of 22.5% to 23.5%. This was primarily due to a larger-than-normal level of stock option exercises that occurred during the first quarter. We have actively been returning capital to shareholders over the past year. These actions resulted in a 2% decline in our diluted weighted average shares outstanding. Stock options associated with 600,000 shares were exercised during the first quarter. This resulted in a stock-based compensation tax benefit on EPS of $0.07. As the number of employee stock options continues to decline, we expect the stock-based compensation tax benefit to decline as well. However, because of the volume of options exercised in the first quarter, we're increasing our estimate of the 2019 EPS impact by $0.05 to a range of $0.10 to $0.15. Changes in foreign exchange rates had a negative impact on revenue in the Ratings and Market Intelligence businesses and a negligible impact on adjusted operating profit for the company. Our revenue was negatively impacted primarily by the weakening of the euro and the British pound. Weakness in both of these currencies along with weakness in the Indian rupee also reduced expenses resulting in a minimal impact from ForEx on adjusted EPS. There were three non-GAAP adjustments this quarter
Chip Merritt:
Thank you. Just a couple of instructions for our phone participants. [Operator Instructions] Operator, we'll now take our first question.
Operator:
Thank you. This question comes from Ms. Toni Kaplan from Morgan Stanley.
Toni Michele:
Thank you. Good morning.
Doug Peterson:
Good morning.
Toni Michele:
My first question is on Ratings' margins. Understandably the weakness in issuance led to the lower Ratings growth in the quarter but I think margins were just a little bit lighter than what we were expecting. So I just wanted to ask, at what level do you start getting operating leverage in the Ratings segment? Do you need sort of like a mid-single-digit growth to get that leverage there? And just, I guess, just some additional color on what drove the margins down in the quarter would be helpful. Thank you.
Ewout Steenbergen :
Good morning, Toni. This is Ewout. If you look at the margin development in the first quarter of Ratings, we are overall satisfied with the results we are seeing. And the reason is that, we are also seeing at the same time the benefits of our productivity plans. We see expenses coming down by 2% or in dollar terms $7 million. And we think that is overall showing good expense discipline within the Ratings business. But in general terms, we see that expense discipline across the enterprise in totality. Clearly, if you look more to the outlook of Ratings in margins, although we don't really guide and provide specifics with respect to margin outlooks by segment, I do want to say that if we look at the remainder of the year, our expectation is that margins should look better compared to the respective quarters a year ago. So, overall, we still expect Ratings margins to expand year-over-year 2019 compared to 2018.
Toni Michele:
Great. And my second question I wanted to ask about Market Intelligence. You mentioned that change with Kensho being included in there. I guess on a like-for-like basis with last quarter, was the organic growth up sequentially? I imagine that Kensho is probably pretty small so the 8% looked like a pretty good number, and your user growth of 13%, really strong much faster than the market. And so I just wanted to understand what you attribute the really strong growth rate in the Market Intelligence business too. And international Market Intelligence was really strong too, so just any colors on growth there? Thank you.
Ewout Steenbergen:
Toni if you look at the inorganic revenue in the Market Intelligence segment during this quarter, it was in total $8 million. That was driven by a couple of acquisitions by Market Intelligence. Think about Panjiva, think about RateWatch as well as some contribution of revenues from Kensho but that was only a part of that $8 million improvement in revenues on the acquisition line. So overall it's not a large change. As you will recall, we acquired Kensho in the second quarter of 2018. So next quarter basically this is not going to show up in the inorganic category anymore. It's becoming part of normal business as usual.
Toni Kaplan:
All right. Thank you.
Operator:
Thank you. The next question is from Alex Kramm of UBS.
Alex Kramm:
Yeah, hey good morning, everyone. I may be splitting hairs here with my question a little bit, but I think when you talked about the taxes and the stock-based impact there I think you're now basically saying you have a $0.05 higher bottom line contribution. At the same time you left your EPS guidance unchanged. Again I think it's less like than 0.5% of EPS. But just wondering you sound very positive on the outlook but clearly you're not changing anything despite that help. So maybe just a little discussion on the puts and takes there to leave it unchanged.
Ewout Steenbergen:
Good morning, Alex. This is Ewout. If you look at the improved impact that we are now expecting from stock-based compensation, if you are looking at the guidance we have provided with respect to the effective tax rate for the full year, which is 22.5% to 23.5% we're still within that range now more at the lower end of the range. So, therefore, overall we have not adjusted the tax rate range in our guidance. But what I do want to say is compared to three months ago we have become incrementally more confident around our guidance in general. Because you will recall three months ago we came out of a very volatile quarter and it was very uncertain where the markets would go. If you now look where the markets are at this point in time, the outlook for the next few quarters in the year, the starting point for our subscription businesses with respect to annualized contract value, which is a leading indicator for future revenue for our subscription businesses ,if you look at the starting point of ETF AUM in the second quarter of this year compared to a year ago, overall the health of the debt markets at this point in time, we are incrementally more confident around the outlook and the guidance we have provided compared to three months ago.
Alex Kramm:
Fair enough. And then secondly on the index side, I was a little surprised about the actually very good performance on the asset-based fees. Now obviously it was challenged by the ETF business. But you mentioned some of the other things that helped like the derivatives, I guess the OTC side and some of the mutual funds. Can you just give us a little bit more detail? It seems like that really helped this quarter. Maybe that's a little bit lumpy; maybe there was some one-timer stuff in there. I just want to make sure that if I think about that stuff going forward that we don't overestimate it going forward I guess. Maybe you can break out how big those fees are relative to the ETF side. Thank you.
Ewout Steenbergen:
Alex, if you look at -- first at the exchange-traded derivative volume, you might recall due to market volatility, there was a very large spike in February 2018. So that's not recurring. markets have more stabilized. And then you also see the volumes on the derivatives trading coming down. So we are looking more at the first quarter 2018 as an exception and this is more a normal level quarter, the first quarter of 2019. But we have always said that this business has a natural hedge. So if exchange traded derivative volume is going down that's usually because markets are more positive. And then we see the flip side with respect to the asset-based fee levels. There is indeed a couple of elements that are going into the asset based fee level category. Overall, average AUM for ETFs was up 2%, so that helps in a modest way. Then there is also the mutual funds assets under management where we saw a positive increase. There was not so much change with respect to the OTC levels. And there was one particular administrative matter. We have accelerated and implemented improvement in our processes where we have faster reporting of asset levels by certain managers. That is a one-time step-up in revenues and that will from now on basically be the new normal level going forward. So that is I think the other element that goes in the mix here with respect to assets under management fees. But overall like I said, we are optimistic about the second quarter outlook because the starting point in assets is so much better than we have seen at the beginning of the second quarter of 2018.
Alex Kramm:
Excellent. Totally get it. Thank you.
Operator:
Thank you. The next question comes from Manav Patnaik from Barclays. You may ask your question.
Manav Patnaik:
Thank you. Good morning gentlemen. The first question I had was I was just hoping you could help us understand the mix components of the non-transaction piece of your ratings business. Like how much of that is that the way you described the subscription? And then just within that I guess I understand why Ratings Evaluation is down. Can you just help me understand what's going on with CRISIL?
Ewout Steenbergen:
Good morning Manav. Non-transaction revenue was down $15 million year-over-year of which $9 million was FX-related. So, that's clearly the largest driver of non-transaction revenue. Then the second driver here was Rating Evaluation Services. That is very much linked to M&A activity in the market. That was relatively modest and therefore also the rest fees and revenues were a bit lower this quarter compared to a year ago. And then what we see with CRISIL is a couple of impacts. First impact of foreign exchange based on the difference in foreign exchange rates from a year ago between the Indian rupee and the U.S. dollar. With respect to the research and analytics business, we see revenue coming down due to some market headwinds, but that is then offset by the Indian ratings revenue which is actually up in a healthy way. But those are some of the elements that are happening within CRISIL. Overall, we will expect to see maybe quarter-over-quarter slow and modest fluctuations for non-transaction revenue. But we still expect over a longer period of time a normal trend of growth of non-transaction somewhere low to mid-single-digits.
Manav Patnaik:
Got it, okay. That's very helpful. And then maybe just on the balance sheet your leverage target or your current leverage is pretty close to your target. Just any thoughts on what the plans are there with the cash and the flexibility you have.
Ewout Steenbergen:
Yes. We have -- of course have a very clear statement with respect to our capital philosophy and our capital targets. And we are disciplined around that and we are committed to stay within the targets that we have set. So, at a point, we will fall below the floor of our leverage range. We will certainly at that point start to consider adding new leverage to our balance sheet. What we'll do with the proceeds I think is still to be determined. I think you know our first priority is to reinvest in the business. We are investing already this year in a stepped-up way in organic initiatives. You know all of those about ESG and China and technology and Kensho and other areas. We could also use the proceeds for inorganic investments. We will continue to remain very disciplined from a valuation perspective. And then, of course, the third option we have is return of capital to shareholders. So, still to be determined, but we have clear targets with respect to our capital philosophy and you may expect us to continue to be committed to those targets.
Manav Patnaik:
All right. Thanks a lot guys.
Operator:
Thank you. Our next question comes from Tim McHugh from William Blair. You may ask your question.
Tim McHugh:
Thanks. Just wanted to ask on Platts, the selling environment, I guess are you seeing any improvement? And I guess an update on the analytical solutions that you've tried to develop over the last few years the success with selling those to improve the growth of Platts. Thanks.
Doug Peterson:
Hi Tim this is Doug. Let me take that one. Well, first of all, as in the past, people have always looked to see if there was any kind of major correlation of Platts with commodity prices. And as we've always said there's some kind of a range I'm not giving what exactly it is. But if prices get too high, sometimes it squeezes some of the buyers; if they get too low; it squeezes some of the sellers we sometimes see. But we've been in a very comfortable range in the price of oil the price of natural gas. We've also been developing the new products which we've been highlighting like the JKM marker rebalancing the Brent components, et cetera. So, we see that we're selling into a pretty benign -- actually maybe neutral to positive environment for Platts. And as we've mentioned in the past, this is very much about relationships and getting out to have a commercial approach to how we're dealing with the markets. So, we're seeing what we would call a neutral to positive environment. On the analytical solutions, this continues to be part of our growth plans and investment plans. We had made as you know acquisitions in the last two years to build out a data set. Those data sets are included in products that we actually have as well as on their own basis. One of the early wins I'd like to mention is that as you've heard us talk about the S&P Global platform, which is an initiative we have to have a single technology base to be able to provide our information in the market. Platts is piloting a new set of materials that they're delivering to the market which used to be via PDF. And now through our subscription services, they're able to deliver all that information online where instead of seeing a PDF, a customer is able now to download the information, building their spreadsheets using their analysis, et cetera. So, we're laying a very strong foundation for the vision of Platts analytically. And one of the key elements in that was building out this S&P Global platform, so we can deliver those kinds of solutions.
Tim McHugh:
Okay. Thanks. And then just on the investment spending within I guess in particular Market Intelligence and Kensho. You maybe commented it builds as the year progresses. Can you help us think about the subsequent years I guess 2020, 2021? Is this an expense, I guess spending or project level that continues to build, stays at this elevated level? Or do we start to see savings in terms of data ingested cost and so forth as we go out a year or two where I guess you get a reversion relative to this I guess weight against the margins?
Ewout Steenbergen:
Tim, if you look at the next few years for those business cases where we're investing in Market Intelligence, a part of the current expense for this year is really for the build-up phase and we don't expect those to recur. A part is really for operations and a setup of new organizations and new products we will provide to the market. So those expenses will remain going forward. I think the biggest difference that you should expect to see is that those initiatives will start to drop off revenues over the next few years; some a little faster some a little bit further out in time. For example, we have always said that the Chinese investments are more in the horizon of three to five years. But some others in Market Intelligence, the payoff in terms of revenue could be a bit faster. So there you should expect the biggest change that these investments we are doing this year will ultimately lead to an improvement of the organic growth in Market Intelligence going forward.
Tim McHugh:
Okay. Thank you.
Operator:
Thank you. The next question is from Mr. Jeff Silber from BMO Capital. You may ask your question, sir.
Jeff Silber:
Thanks so much. Doug, when you started the presentation, you talked about the markets having come a long way since the depths of December. I'm just curious in your conversations with issuers, are they thinking the same things? I'm just wondering in terms of the outlook there still seems to be a lot of uncertainty out there. If you could provide some color that would be great?
Doug Peterson:
Yes. There definitely is a lot of uncertainty out there. I'd basically divide this into two the positive as well as then some of the uncertainties. On the positive side, business sentiment is still strong, consumer sentiment is strong, banking balance sheets are very strong. There's abundant capital. The accommodated policies of the central banks around the world have continued in place with very cheap capital and in Europe in particular flooded liquidity into the markets. So there's very, very strong conditions. And then we've also seen economic growth. Even though it slowed down a little bit in China and Europe, the U.S. just had a very strong quarter. And our own estimations are for a slight slowdown in global growth from last year, but still a global growth. And we also see a low probability about 20% or so probability of a recession in the U.S. in the next 12 months, which is actually a very low level. Now what are some of the challenges or uncertainties? Clearly, there's uncertainties around trade. There are still -- the markets are still waiting to see what's going to happen with the U.S.-China trade negotiations. European markets are still quite weak Southern Europe in particular. And even though Brexit is something that we were panicking about a few weeks ago, it went away for six months, Brexit still needs to be resolved. So you still have some political issues and trade issues that create some of the uncertainty. And then as I said, Europe is also -- continues to be a pretty weak area.
Jeff Silber:
Okay. Appreciate the color. And Ewout, in terms of my follow-up, I know you haven't disclosed the potential details regarding the sale of the SPIAS business. But can you give us an order of magnitude roughly how large that business is so we can take that out of our model?
Ewout Steenbergen:
Yes. We have not disclosed those details. But overall, you should see that that is a relatively small business for us. So not a material or large impact on the results and the difference in your models. I would say relatively small.
Jeff Silber:
Okay. And that's happening at the end of the second part is that what you said?
Ewout Steenbergen:
Yes. We expect closing somewhere mid of this year. So if you model this, you should probably take it out for the second half of this year.
Jeff Silber:
Okay, perfect. Thanks so much.
Operator:
Our next question comes from Mr. George Tong from Goldman Sachs. Sir, you may ask your question.
George Tong:
Hi, thanks. Good morning. Your overall global issuance forecast for the full year is unchanged down less than 1%. Drilling deeper into the individual categories of debt, can you discuss how your issuance expectations for the year have changed? And what implications there would be from a pricing and mix perspective?
Doug Peterson:
Hi, George, this is Doug. As we've looked at this and we've made a couple of quick adjustments to it looking at what we see from the pipelines, from speaking with debt underwriters and investment banks, by looking at what we see from issuers as well as taking a look at what we see in terms of credit conditions and global markets, as you see it's relatively unchanged. There is a slight, slight change in what we expect for corporates to be up a little bit, for financial institutions to be down a little bit, for public finance to be down a little bit. But net-net, the overall change is very similar to what we had before. And the differences across those different asset classes and different types of industries are so minor, it doesn't really have much of a change in what we look forward to in terms of revenues and our revenue mix.
George Tong:
Got it. That's helpful. And then looking at operating margins at Platts, they declined in the quarter despite reasonable revenue growth. Can you talk about what drove the margin decline? And how you expect profitability at Platts to evolve over the course of the year?
Ewout Steenbergen:
George that was mostly driven by timing of certain expenses. So we have particularly some expenses related to initiatives and events that were a bit higher this quarter. We don't expect that to continue for the remainder of the year. So, therefore, from a margins perspective, we are very comfortable with respect to the outlook of the margins for Platts and we still expect that the margins will develop in a favorable way for the next three quarters compared to a year ago.
George Tong:
Very helpful. Thank you.
Operator:
Thank you. Mr. Joseph Foresi from Cantor Fitzgerald. You may ask your question.
Drew Kootman:
Hi. This is Drew Kootman on for Joe. I had a quick question on China. You mentioned you had a seminar in Beijing. And I was just wondering if you could provide any updates or give us a better understanding of the risks you may be seeing in the region.
Doug Peterson:
Well, first of all, thanks for the question, Drew. Nice to hear you today. We opened up our credit rating agency in China officially, on March 26 with a seminar. We felt it was valuable to launch this with an approach to having relationships with issuers, with investors, with market players, with debt underwriters, the financial institutions, et cetera, by introducing them to our employees, by talking about our methodology and talking about how we're heading into the market with this very transparent approach to credit ratings. Since then, we continue to see customers. We're now up to having had over 250 calls with relationships that we're starting to build, to open up the rating agency and to be able to do more and more issuance there. We have not done an issuance so far. When it comes to some of the risks when we look at China, clearly there's the discussion about the level of growth in China and the type of growth that China has been developing. As you know, a few years ago China was very much of an investment-led export-oriented economy. They've shifted more towards a consumer-oriented consumption economy, with a lot more investment in the domestic markets. We think that there are a few sectors which we're watching carefully there, which would be the -- a couple of the property sectors. In addition, there's some municipal debt which has been growing, but we don't see any major credit bubbles right now in China. If we did we would raise those. But we think we're off to a great start and very enthusiastic reception from the market players as well as excellent relationships with the key regulators and official market players that we need to be working with to ensure the success of our ratings business in China.
Drew Kootman:
Great. And then, you talked about Kensho a couple of questions ago. So as you're seeing -- any updates on the progress that you're seeing from Kensho and RateWatch and just anything moving forward?
Ewout Steenbergen:
We're still very excited about Kensho and what Kensho is doing for S&P Global, as a catalyst for innovation and change in our thinking, with respect to our business models, our proposition to the markets. There's new initiatives going on. We have actually a very interesting initiative going on in Platts at this moment and there's a lot of enthusiasm from the Platts leadership team around the implementation of that initiative as well. And we are continuing on some of the implementation of the other initiatives that we told you before. Think about some of the new initiatives around search, the Omnisearch on the platform that we expect to introduce in a beta form later this year. With respect to the financials update and particularly with respect to value-creation update, we're planning to give you more details once a year. We did that at the end of the fourth quarter of 2018, so we will provide you more details on that by the end of this year again.
Drew Kootman:
Thank you.
Operator:
This question comes from Craig Huber from Huber Research Partners. Sir, you may ask your question.
Craig Huber:
Thank you. Doug, I wanted to just focus on China if we can for your ratings business. Just curious, how big of an effort you guys have rolled out there. I guess, the number of analysts, if you could share that, that you have in that market right now. I believe, globally, you have probably something like 1,400, 1,500 analysts in ratings around the world. Can you just clarify that? But as you sort of think of the China market from a ratings standpoint, S&P standpoint, how big of an opportunity do you think this is, kind of, going forward here? How do you -- what's your general sense, how you think it might scale up this calendar year and next year, as you sort of talk about -- talk with market participants and stuff?
Doug Peterson:
Yes. Thanks, Craig. Well, first of all, just a brief comment on how we ramped this up, because I think that's important. As we've been going to this market for the last few years, trying to build up a relationship to understand the dynamics of the domestic market, we wanted to make sure that we built this out with a consolidated approach with a long-term view. What we did is, we originally started with 10 veteran S&P Global analysts who are Mandarin speakers that we brought from offshore. And they spent a month building out criteria, working on how we're going to be able to rate in the market, using domestic criteria, domestic understanding of bankruptcy laws of -- recovery laws, et cetera. And then they back-tested 400 credits to ensure that we had the right kind of criteria in place. As we were doing that we went out to the market and hired 21 more analyst. So right now we have 31 analysts covering the Chinese market. They've covered 40 different sectors and different types of sectors and subsectors and they've done 400-plus initial credit reviews that they've done. And now with that our sales teams are out in the market discussing what that means and building up those relationships. Now just in terms of similar size you've heard this before, it's the second largest bond market in the world after the U.S. It's close to bypassing Japan also on the public side as well. They have -- most of the bonds are held by banks and financial institutions. They're still not necessarily into a pension system and individual holders and only 2% of the bonds are held offshore by foreign investors. So we think that the dynamics of the market is shifting from a short-term bond market. A typical bond is about a 3-year duration more or less as oppose to U.S. which is depending on which market you look at 7 to 11 year duration. It's a very short-term duration. It's still being held by financial institutions with very little international presence. We think that all of that is going to change. And then as that changes this is the opportunity for ratings. We have not built out a very aggressive revenue model for the first year. We think this is an investment year. And we think that over time we're going to build out a revenue model. I'd prefer to come back to you as the year progresses with some more information that could be either financial or directional because we're really right now just at the ground floor of getting this thing off and running.
Craig Huber:
Great. Thank you, Doug.
Operator:
This question will come from Mr. Peter Appert from Piper Jaffray. Sir you may ask your question.
Peter Appert:
Thank you. So Doug, I was just interested in your thoughts on particularly for the second quarter what you're seeing in terms of activity in the debt market? And related to that, I'm wondering if refi activity is impacted by the more stable rate environment?
Doug Peterson:
Yes. So what we've seen so far in the second quarter, it's only been a month it's similar to the kind of mix we saw throughout the first part of the year. Europe is still weak. The European markets were very weak in the first quarter. In fact if you look at the total market in Europe financial institutions was down 25% in the first quarter. Total Europe was down 8%. In Europe the investment grade was down 12.5%, high yield was down 25%. And we've seen that continue. So you have very specific conditions in Europe that are a little bit different than the rest of the world, partially because of the economy has slowed down, there's some uncertainty and then also you have a new round of liquidity being pumped into the banks by the ECB. It's an LTRO-like situation in very, very low interest rates. So putting Europe aside and coming to the U.S.. What we saw in the U.S. in the first quarter was as you know there was a very -- the bank loan activity was down over 26% on new bank loan, but high-yield issuance was actually up 6%. It's not quite apples-for-apples, but it is the markets that those types of borrowers will go to. They'll decide if they're going to the fixed income market or the loan market. We have seen in April some refinancing starting to pop in as well as new issuance and we've seen -- April was not a great month either, but overall, though we did see a lot of the activity with people coming back to market for refinancing. One last trend that we mentioned -- Ewout mentioned in his comments that M&A activity was weak during the first quarter -- actually in the fourth quarter and the first quarter this year was -- is the pipeline has actually started looking a lot better when you look at deals announced. So one of the charts that I track which looks at deals announced has actually started popping up which is usually a good indicator for our Ratings Evaluation Services as well as issuance down the road.
Peter Appert:
Got it. And then just on Market Intelligence quickly. Doug your performance as mentioned earlier is quite a bit better than what we're seeing from the industry overall. Is it possible to sort of delineate how much of that is a function of share gains versus some of the product line extensions you've been offering?
Doug Peterson:
I don't have a precise answer for you to give you what's from share gains. But what I could tell you is that a lot of our growth and you saw it in the charts today is coming from what I would call the newer or nontraditional products. We had strong growth on the desktop which you saw, but we had even stronger growth from data feeds and from credit services and things that we see are where the demands are growing from our users. The users are looking for more and more granular data and new ways to incorporate data into their own modeling. And so that trend is something that I think we're investing in and we think it's going to continue going forward. But I don't have any specific comments about share gain.
Chip Merritt:
The only thing I would add is that if you think about our customer base versus some of our competitors we're much less dependent on Wall Street. So I think that also plays into the numbers as well.
Peter Appert:
Got it. Thank you.
Chip Merritt:
Thanks Peter.
Operator:
Thank you. Mr. Bill Warmington from Wells Fargo. You ask your question.
Bill Warmington :
Good morning, everyone.
Doug Peterson:
Good morning.
Bill Warmington :
So a question for you about the competitive landscape. One of your main Ratings competitors has been aggressively adding commercial real estate data assets with a view to leveraging that data throughout Ratings. I think in Reis, CompStak and so on. Is that an area of focus for you as well something you need to have in your arsenal?
Doug Peterson:
As we've looked at what we need to have to enhance and improve and continually update our approach to Ratings as well as all of our analytical products is right now our major emphasis is on ESG. As you can see we believe that there is an exploding demand. We don't know how it's defined yet or what direction its going, but we think it's exploding for ESG data and content. So this is where this quarter you saw that we launched -- or last quarter in the first quarter we launched two significant benchmarks for ESG products which we're out working on and building up. When it comes to specific data whether it would be real estate or if it's information about interest rates or credit recoveries et cetera we believe that we either have or have access to adequate information to fulfill our duty to produce excellent ratings.
Bill Warmington :
Okay. And then a question based on some of Ewout's comment about the first quarter ETF inflows. You mentioned that they had come in at $97 billion but the U.S. equity flows inflows are about $7 billion. I just wanted to get your thoughts on whether you saw that as a short-term phenomenon or more of a longer-term trend.
Ewout Steenbergen :
Good morning, Bill. This is clearly short-term. We see always some fluctuations in flows going in different asset categories either from a geographical perspective or from an asset class perspective. Overall, these movements can differ quarter-by-quarter. But we are looking at the overall ETF market share that we are having of the overall assets under management that are using our indices. That's close to 30% and that number is basically stable already for a longer period of time. So our market share is continue to be good. We're leading with that market share and this is really a fluctuation period-over-period. If we look at flows for example to U.S. equities in the month of April, we have seen that those are actually pretty robust. So again this can really move around a bit.
Bill Warmington :
Excellent. Thank you very much for the color.
Operator:
Thank you. We will now take our final question from Shlomo Rosenbaum from Stifel. You may ask your question.
Shlomo Rosenbaum :
Hi. Good morning, and thank you for squeezing me in. Hey, Doug maybe you can just elaborate a little bit more on the Kensho investment. It's going to be 30% of planned investment. Can you talk about any potentially new initiatives that might be going on right now or the things that you want to highlight now? Also -- so is it people costs? And I just want to be clear that this -- I don't think it's the retention bonuses included in there, but can you just clarify that?
Doug Peterson:
Yes. So first of all, Shlomo thanks for asking the question. We're really thrilled and very pleased with having made the Kensho acquisition and all of the difference that it's making across the company. We have traditionally had a couple of areas that we've highlighted, which we're data-linking. We talked about enhanced search capabilities and omnisearch capability. Ewout just mentioned something that's going on with Platts where we have now a team embedded in Platts working on the market on close process to find different ways to look at the value of information and to get it in a faster way as well as identify potential opportunities to continue to improve our business model. And if I use those as a few of the examples those are -- there's activities like that now going on in Ratings and Indices. And also even some of our corporate functions they're helping us look at some of the ways we manage the business overall. And as a result of the early wins that we've had we decided that it's valuable to invest in our businesses for growth opportunities and this is where the investments are coming from Kensho. So they're related to investments in growth. They're related to where we're going to be either opening new markets or launching new products where we think that Kensho can help us with that. Some of those expenses are people and some of those expenses are additional computing capacity or capacity for data tools et cetera. But all of them are based off of early results that we're very comfortable with the progress with Kensho. And they're all geared towards growth. Although I would say there is -- some of the data work that's going on will potentially lead to productivity as well. So we're not just putting productivity behind us but a lot of this is being geared towards growth opportunities.
Shlomo Rosenbaum :
Okay. Great. And the investments are not part of the retention payments right? These are actual incremental investments?
Doug Peterson:
These are incremental investments.
Shlomo Rosenbaum :
Okay, great. Thank you so much.
Doug Peterson:
Thank you.
Doug Peterson:
Well, let me just wrap this up and first of all thank everyone for joining the call today. As you've heard from us, we continue to be committed to growing our businesses to investing for growth to finding new ways to continue to have productivity. We're using our framework of Powering the Markets of the Future and the six foundational capabilities as a guide frame for us. We'll continue to show that to you as we use that as a consistent approach for speaking with our Board of Directors about our long-term growth with our employees and also with our shareholders. So we look forward to being back in touch with you at the end of the second quarter. And with that thank you again always for your great questions and for your support. Thank you again.
Operator:
That concludes this morning's call. A PDF version of the presented slides is available now for downloading from investor.spglobal.com. A replay of this call including the Q&A session will be available in about two hours. The replay will be maintained on S&P Global's website for 12-months from today and by telephone for one month from today. On behalf of S&P Global, we thank you for participating and wish you a good day.
Operator:
Good morning and welcome to S&P Global’s Fourth Quarter 2018 Earnings Conference Call. I would like to inform you that this call is being recorded for broadcast. All participants are in a listen-only mode. We will open the conference to questions and answers after the presentation, and instructions will follow at that time. To access the webcast and slides, go to investor.spglobal.com. [Operator Instructions]. I would now like to introduce Mr. Chip Merritt, Senior Vice President of Investor Relations for S&P Global. Sir, you may begin.
Chip Merritt:
Good morning. Thank for joining us for S&P Global’s earnings call. Presenting on this morning’s call are Doug Peterson, President and CEO; and Ewout Steenbergen, Executive Vice President and Chief Financial Officer. This morning, we issued a news release with our fourth quarter 2018 results. If you need a copy of the release and financial schedules, they can be downloaded at investor.spglobal.com. In today’s earnings release and during the conference call, we’re providing adjusted financial information. This information is provided to enable investors to make meaningful comparisons of the corporation’s operating performance between periods, and to view the corporation’s business from the same perspective as management. This earnings release contained exhibits that reconcile the difference between the non-GAAP measures and the comparable financial measures calculated in accordance with U.S. GAAP. Before we begin, I need to provide certain cautionary remarks about forward-looking statements. Except for historical information, the matters discussed in the teleconference may contain forward-looking statements within the meaning of Private Securities Litigation Reform Act of 1995, including projections, estimates, and descriptions of future events. Any such statements are based on current expectations and current economic conditions, and are subject to risks and uncertainties that may cause actual results to differ materially from results anticipated in these forward-looking statements. In this regard, we direct listeners to the cautionary statements contained in our Form 10-Ks, 10-Qs, and other periodic reports filed with the U.S. Securities and Exchange Commission. I would also like to call your attention to European Regulation. Any investor who has or expects to obtain ownership of 5% or more of S&P Global should give me a call to better understand the impact of this legislation on the investor and potentially the company. We’re aware that we do have some media representatives with us on the call. However, this call is intended for investors, and we would ask that questions from the media be directed to Soogyung Jordan at 212-438-2297. At this time, I would like to turn the call over to Doug Peterson. Doug?
Doug Peterson:
Thank you, Chip. Good morning and welcome to today’s earnings call. As the S&P Global team focused on powering the markets for the future, volatility and uncertainty returned to the market since 2018. The causes were numerous, rising interest rates, trade negotiations, Brexit and the unwinding of global monetary stimulus. And during the fourth quarter, this volatility, uncertainty impacted debt issuance and therefore our ratings business. Fortunately, our remaining three businesses performed well and the company delivered strong financial results. I’m going to review our full year highlights and Ewout will review the fourth quarter results in a moment. In 2018, we delivered 3% revenue growth and 23% adjusted diluted EPS growth. We generated significant margin improvement in every business. We reported $2 billion in free cash flow, excluding certain items and 8% increase year-over-year. We returned $2.2 billion through share repurchases and dividends, as you know our target is to return at least 75% of free cash flow, excluding certain items to shareholders. But we returned more than 100% in 2018. We initiated a new – we’re initiating a new $500 million ASR in the next few days and we made great strides towards our Investor Day targets. But in the meantime, we always need to build for the future, both through organic projects and by adding new capabilities from outside the company. To that end, we added leading edge technology and unique data sets with the acquisitions of Kensho, Panjiva, and RateWatch. Revenue for 2018 increased 3% despite a 4% decline in our rating segment. Adjusted operating profit increased 8% and our adjusted operating profit margin increased 230 basis points to 48.8%. This marks great progress on our Investor Day adjusted operating profit margin target over the next three to four years of low 50s. In addition, we continued to reduce our shares outstanding. The 2% reduction achieved in 2019 helped us to reduce shares by 10% over the past five years. Finally, our adjusted diluted EPS increased by 23%. While revenue growth, margin improvement and share count reduction play a role, approximately one half of the increase in 2019 was a benefit U.S. Tax Reform had on effective tax rate. Revenue growth and productivity efforts propelled the adjusted operating profit margin in 2018. Revenue declined in ratings due to reduced issuance. Despite this decline, ratings delivered greater margin improvement than any other segment. I’m pleased with the efforts of our employees to continue to drive revenue growth and productivity gains across S&P Global. This performance extended our succession of solid revenue growth and adjusted operating margin growth. We’ve delivered a four-year CAGR for revenue of 6% and improved our adjusted operating profit margin by more than 1200 basis points in the past four years. The results of these collective efforts has been a 21% compounded annual growth rate of adjusted diluted EPS over the past four years. As we’ve delivered these results, we’ve continued to invest for future growth and productivity. In 2018, we continue to invest in technology and data. We acquired world class artificial intelligence and machine learning technology with Kensho, unique technology and supply chain data with Panjiva, differentiated banking data with RateWatch and in the fourth quarter certain index intellectual property rights. In addition to these acquisitions, we invested in companies pioneering new technologies. These included regtech solutions of FiscalNote, and energy production information was extensive. We also licensed private company data from Crunchbase and through our other agreements license new data sets for companies in China and the U.K. Finally, we accelerated our ESG investments organically, and through the full acquisition of the climate data pioneer true cost. This has allowed us to expand true costs unique data across S&P Global and combine our data resources with our world class data operations in market intelligence. In aggregate, during 2019 we invested more than $800 million in acquisitions. We made another $60 million in internal investments that were expensed for work associated with Kensho, Panjiva, RateWatch, ESG in China. One of the highlights of 2019 so far has been our recent approval to enter the China domestic bond market. We’re honored to receive the first approval for a wholly-owned subsidiary of an international CRA to rate domestic Chinese bonds. We’re now authorized to rate issuers and issuances from financial institutions, corporates, structured finance bonds and panda bonds or Renminbi denominated bonds from foreign issuers. Our new entity S&P ratings China Ltd will be headquartered in Beijing, and has 36 employees, 31 of which are ratings analysts. We’re able to assemble an exceptional team made up of our existing ratings employees as well as experts from the Chinese debt capital markets and local ratings agencies. It’s important to understand that S&P ratings China Ltd and S&P Global ratings are two independent entities, each with their own methodologies and analytical autonomy. The methodologies in the new business have been developed with reference to and leveraged from S&P Global ratings methodology. This brings our total presence in Greater China for ratings to more than 200 employees. We plan to initiate coverage on the roughly 400 existing corporate clients that already issued cross-border bonds. Today issuance spreads within China’s bond markets are virtually uncorrelated with domestic rating categories. We intend to offer a national scale rating for issuers in the Chinese market. We’re well-prepared and ready to issue Chinese domestic rating. Both our ratings business and our indices businesses can be impacted by short term market movements. I’d like to put some of these movements into perspective starting with 2018 issuance. Global issuance decreased 6% in the volatile market environment. In particular, high yield issuance declined 40%. This category has a disproportionate impact on our revenues since few if any of these companies are in frequent issuer programs. We often talk about the correlation between spreads and issuance. This can be seen very clearly in the high yield market. Issuance levels have a strong negative correlation with spreads, so spreads widened in 2018 progressed especially in the fourth quarter issuance was impacted. Just for comparison purposes, you can see that the correlation between spreads and issuance is not nearly as strong in investment grade, where GDP growth, business confidence and maturity pipeline are more highly correlated to issuance volumes. While the impact from U.S. tax reform has been positive for our bottom line, it has, as we expected been a drag on issuance. In fact, the 50 U.S. companies with the largest overseas cash balances at the end of 2017 issued $170 billion of debt in 2017 and only $42 billion in 2018. This drop is responsible for a 10% percent decline overall in investment grade issuance. In aggregate over 2018, the global cash balances of these 50 companies have declined by $91 billion or 10%. While 18 of these companies have returned to the bond market, we expect more will return as cash balances continue to normalize. We’ll continue to monitor this very closely. During the fourth quarter, global issuance decreased 19% as the weakness in corporate issuance exceeded strength in some pockets of the structured market. In the U.S. issuance declined 36% as investment grade decreased 34%, high yield cratered 79%, in fact, December was the first month since LCD began tracking issuance in 2005, that there was no high yield issuance. Public finance decreased 44% and structured finance declined 16% with gains in our RMBS offset by declines in ABS, CLOs, and CMBS. In Europe, issuance decreased 11% as investment grade decreased 25%, high yield declined 73% and structured finance increased 59% almost entirely due to strengthened covered bonds, a category where we have very little presence. In Asia, issuance increased 8%. Since much of this is made up of local Chinese debt that we currently don’t rate, this increase is not meaningful to our results. While these declines are very significant, let me put the fourth quarter global issuance into perspective. This slide depicts quarterly global issuance for the past six years. The fourth quarter of each year highlighted in dark blue. As you can see the fourth quarter of 2013 was in line with historical fourth quarters. It’s the exceptional issuance in the fourth quarter of 2017, which created a very difficult comparison. There is another dynamic increasingly impacting high yield issuance. This chart shows that U.S. speculative grade borrowers are increasingly turning to the bank loan market. The light and dark blue bars illustrate leveraged loans and the brown bars depict high yield bonds. The movement from high yield bonds to leverage loans is not a concern for the company. These charts depict in both the U.S. and Europe, leveraged loan volumes have increased and the percentage of these loans that we rate is also increasing. In fact, in 2018, we rated 92% of U.S. leveraged loans and 84% of European leverage loans. And so our bank loan ratings revenue continues to increase reaching $380 million in 2018. Remember when doing your analysis, leveraged loan activity is not included in bond issuance data. Now let me turn to Indices. The savings to investors from the lower fees associated with index investing has been dramatic. The bars on this chart depict the growth in total index assets invested in products linked to the S&P 500, S&P MidCap 400 and the S&P SmallCap 600. As the end of 2017 they total $3.6 trillion. The line on this chart depicts the fees saved by investors on these products, more than $150 billion in the last 10 years. Turning to industry trends affecting our indices business, this chart depicts the continuing outflows from actively managed U.S. mutual funds into indexed based ETFs and mutual funds, a trend that has benefited us as we’ve worked with the markets to provide index products and solutions. And much of this success arose from the visionary legend in the index investment world who passed away last month, Jack Bogle, the father of indexing. Jack wanted to help individual investors save and give them as he would say a fair shake, and we’re grateful for his vision. In 1976, Jack introduced the first index mutual fund now called the Vanguard 500 Index Fund. Today this fund, based on the S&P 500 is one of the largest mutual funds in the world with more than $400 billion in AUM. Jack didn’t just build a fund, he built an industry. Specifically to ETF AUM associated with our indices, we saw a decline in 2018 to the year-end market correction. For the full year, market declines led to a $125 billion reduction in year-end ETF AUM. Despite this decline, inflows continued, adding $90 billion in ETF AUM. I’d like to shift to our 2019 outlook. Our economists expect 2019 Global GDP growth of 3.6% slightly lower than the 2018 forecast of 3.8% with lower growth in the U.S, Europe and China. Our economists believe that there is only a 15% to 20% chance of a U.S. recession in 2019. Last month, Ratings issued its annual global refinancing study. This yearly study shows debt maturities for the upcoming five years. The chart on the left illustrates data from the 2018 and 2019 studies. The five year period and the 2019 study shows a $400 billion increase in the total debt maturing versus the 2018 study. We used this study along with other market based data to forecast issuance. Taking a closer look at data from the study, reveals an important trend in high yield maturities. Over the next five years, the level of high yield debt maturing significantly increases each year, which is a potential source of revenue in the coming years. The company updated its 2019 bond issuance forecast in a report issued last week. Excluding international public finance, issuance is expected to decrease less than 1%. During Investor Day, we introduced the framework powering the markets of the future, including six foundational capabilities. We use this framework to set our goals and allocate resources. So in 2019, here are some of the top projects and initiatives we prioritized and aligned to this framework. Under Global, we believe that they’re in a unique position to bring additional transparency and independent analytics to the capital markets in China. The ratings opportunity that I just discussed is one example. In addition, market intelligence will be expanding its private company and local content within rich data, risk analytics and models in China. Platts will be extending its commercial presence in Asia in additional locations with a larger Salesforce. Under customer orientation, we continue to build out the market intelligence platform, which will be rebranded as the S&P global platform. We’ll continue to migrate both Capital IQ content and Capital IQ users to the platform. In addition, we’ll be adding Platts pricing and news content to the platform and expanding the ratings 360 content. These efforts are intended to create an increasingly rich user experience for our customers. Under innovation, we’re ramping up our ESG data factory by centralizing datasets from across the company, as well as adding new datasets. We’re also creating new data feeds for our customers. Our indices business will be expanding its offering at ESG and smart beta indices. Under technology, we’re moving out of several data centers and into cloud operation. In addition, as Ewout will review in a moment, we’re implementing numerous Kensho related projects. Under operational excellence, we’ll continue our efforts to optimize the management of data ingestion and operation. We’ll also be leveraging artificial intelligence, machine learning capabilities throughout our data operations. And while cybersecurity has already been an area of focus, it’s important that we keep improving our capabilities as benchmarked against the nest framework. Under people, we’ll extend a program that was initiated in 2018 to raise the technological acumen of all of our employees through a series of online and classroom training courses. We’ll also maintain our commitment to diversity and inclusion. And finally, I want to bring your attention to a campaign that we introduced at the World Economic Forum in Davos last month. It’s entitled, ChangePays. These are our data and insights; we were able to demonstrate that greater workforce inclusivity leads to healthier, stronger economies. Our campaign illuminates the positive impact of women in the workforce, on companies, organizations, economies and global communities. Please take a look at our research and watched the ChangePays video. And while you’re at it, take a look at our 2018 corporate responsibility report for all we are doing in ESG. And now, I’d like to turn the call over to Ewout Steenbergen, who will provide additional insights into our capital plans and financial performance. Ewout?
Ewout Steenbergen:
Thank you, Doug and good morning to all of you on the call. Let me start with our fourth quarter financial results. Organic revenue decreased 4% as issuance driven declines in ratings exceeded growth in the other three segments. Adjusted, corporate, an allocated loss was improved by 24% due to lower incentive compensation as well as our productivity efforts to lower real estate costs and a reduction in professional fees. Adjusted total expense declined due to lower incentive compensation and success with our ongoing productivity efforts. This led us to a 270 basis points improvement in our adjusted operating profit margin. While U.S. tax reform has substantially lowered our adjusted effective tax rate, this quarter it was unusually low because new tax regulations related to U.S. tax reform were issued in the fourth quarter, which altered our previous assumptions. When the stock declined in the fourth quarter, we initiated a new 500 million ASR. This program along with other share repurchases resulted in a 2% decline in our diluted weighted average shares outstanding. And finally, we achieved a 20% increase in our adjusted diluted EPS to $2.22 during the fourth quarter. Because of the unusual level of stock option activity in the third quarter of 2017, the stock based compensation tax benefits that we received in 2018 was $0.14 lower than in 2017. As the number of employee stock options continues to decline, we expect the stock-based compensation tax benefits to decline as well. For 2019, we estimate a positive EPS impact of $0.05 to $0.10. Changes in foreign exchange rates had a modest negative impact on revenue in the ratings business, and a positive $15 million impact on adjusted operating profit for the company or about $0.05 of adjusted diluted EPS. Our expenses were positively impacted by the weakening of the Indian rupee, British pounds and Argentine Peso. For the full year, changes in foreign exchange rates had a favorable impact of $0.19 on adjusted diluted EPS. There were a number of non-GAAP adjustments to operating profit this quarter, $16 million in restructuring charges, in ratings and market intelligence. We expect that this will result in $15 million in annual savings, $5 million non-cash accounting adjustments associated with our U.K. pension plan. $9 million in Kensho retention related expenses and we had $31 million in dual related amortization. This is a slide that we shared at our Investor Day in May. It’s a big set framework that we outlined to show the areas where we can most impact shareholder value, the first to require investments. We need to continue to invest to fuel revenue momentum, by improving our products, introducing new technology, adding new data sets and entering new geographies. We have made great progress delivering EBITDA enhancement, and we must continue to fund new organic opportunities to drive additional productivity gains. Driving financial leverage, involves optimizing interest costs, reducing shares outstanding, and optimizing the tax rates. And finally, we want to return capital to shareholders, while maintaining flexible debt capacity. We are committed to returning at least 75% of annual free cash flow to shareholders each year. This quarter, we recorded strong revenue growth in S&P Dow Jones Indices, Market Intelligence and Platts. Ratings declined due to lower debt issuance. With the exception of the revenue driven shortfall in ratings, revenue growth and productivity efforts resulted in substantial adjusted operating profit and adjusted operating profit margin improvement in every other business segment. Here you see our headcount by business at the end of the last three years. The key takeaway is that over the past two years, headcount has increased 6% and revenue and adjusted diluted EPS have increased 11% and 59% respectively. The major additions have been from acquisitions and insourcing of contractors. At Investor Day, we cited a new $100 million three year cost reduction plan. It was based on productivity improvements often through investments in support functions, real estate, technology and digital infrastructure. I’m pleased to report that after our first year, we estimate that we have achieved run rate savings of approximately $60 million of which about $40 million was realized in our 2018 results. Examples includes, reducing our real estate footprint by exiting space at our New York headquarters, and at our London office consolidating data centers and offshoring certain business services. Now turning to the balance sheet, in 2018 our return of capital to shareholders exceeded 100% of 2018 free cash flow. This was accomplished by returning $1.66 billion to repurchase 8.4 million shares and paying $503 million in dividends. In addition, we’re actively working to fuel future revenue growth through acquisitions and organic investments. Collectively these actions resulted in a 800 million dollar decline in our cash balances versus the end of 2017. Our adjusted gross leverage to adjusted EBITDA is holding steady at 1.9 times well within our targeted range. While we have begun already our 2019 share repurchase program, with open market purchases of approximately $130 million in January, will initiate a new $500 million ASR in the next few days. Free cash flow, excluding certain items, increased 8% in 2018 to $2 billion. This level is a bit lower than our 2018 forecast, due to lower fourth quarter ratings revenue and a longer renewal process associated with enterprise wide contracts in Market Intelligence. The letter is due to a timing issue that will reverse in 2019. Now let’s turn to the segment results, starting with ratings. The decline in issuance particularly high yield issuance that Doug discussed resulted in a 16% decline in ratings revenue. Nevertheless, we reported a 16% decline in adjusted expenses, resulting in a 10 basis point increase in adjusted segment operating profit margin. The expense reductions were primarily from productivity programs, lower incentive compensation accruals, and lower IT spends as Ratings has established an IT center in India and has insourced much of its IT spend. For 2018, Ratings delivered a 240 basis point improvement in adjusted segment operating profit margin to 56%. This is particularly notable in light of the 4% decline in revenue for the year. The Ratings cost structure is well positioned for a recovery in Issuance. Non-transaction revenue decreased primarily due to a $6 million impact from changes in foreign exchange. In addition, there were lower excess issuance fees associated with medium term notes and lower rating evaluation surfaces activity. Transaction revenue decreased due to debt issuance reductions, partially offset by increased bank loan rating activity. Loan transaction revenue has been a steady source of growth. This is because the majority of the revenue is subscription like. However, there is some volatility and certain components namely; Rating Evaluation Services, ebb and flow with M&A activity and changes in foreign exchange rates can always have an impact. This slide depicts Ratings revenue by its ends markets. The largest contributor to the decline in Ratings revenue was the 15% decline in corporates, primarily as a result of U.S. Tax Reform that Doug discussed earlier. Issuance declines, associated with market volatility also drove the declining revenue. Financial services revenue decreased 22%, structured finance declined 14% and governments decreased 33%. While the CRISIL and other category decreased 2%, it included an increase in in intersegment royalties for Market Intelligence, offset by a decline in CRISIL’s dollar-denominated revenue. Market Intelligence delivered a strong quarter with organic revenue excluding revenue from Panjiva and RateWatch increasing 7% and active desktop user growth of 12%. With adjusted expenses down 1%, adjusted segment operating profit increased 27% and the adjusted segment operating profit margin increased 570 basis points to 38.5% a new high point. For the full year the adjusted segment operating profit margin increased 200 basis points to 34.1%. While we are thrilled with the fourth quarter margin, the full year margin is more representative of our current run rate. Beginning this quarter, we begun into integrating through cost into Market Intelligence. Market Intelligence has a lot of ESG activity underway, and we believe that business is better suited to be included here. Desktop, the largest category grew 6%. Data Management Solutions realized 12% revenue growth, once again benefiting from expansion of the data feeds business. Registrar offices grew 6% with the Ratings express providing the greatest level of growth, as we continue to expand that data feeds portion of Risk Services. Turning to S&P Dow Jones Indices. The segment delivered 13 % revenue growth, 7% adjusted expense growth and 17% adjusted segment operating profit growth. This led to an adjusted segment operating profit margin of 67.1% for the quarter, and 68% for the full year, increases of 220 basis points and 160 basis points respectively. Strong revenue growth during the quarter was driven by a 43% increase in exchange traded derivatives from increased market volatility and a 19% increase in data and customer subscriptions. Data and custom subscriptions increased due to a catch-up in real-time reporting that we first discussed in the second quarter, as well as from organic growth. Asset linked fees increased 4% primarily due to increased average AUM in ETFs and mutual funds linked to our indices. It is important to understand that asset-linked fees include revenue associated with ETFs, mutual funds and certain over-the-counter derivatives. Investors frequently assume that all this revenue is related to ETFs. Despite the market downturn, at the end of 2018, inflows into passive products continued in the fourth quarter, both for the industry and for ETFs tied to our indices. For our indices, business ETF, net inflows were $22 billion in the fourth quarter and $90 billion for the full year. The average AUM in the fourth quarter increased 9% year-over-year. I want to make a clear distinction between average AUM and quarter ending AUM. Our contracts are based on average AUM. We disclosed quarter ending figures because flows and market gains and losses are best depicted using quarter end figures as shown in the waterfall chart on the right. While average AUM increased, quarter ending AUM declined versus the end of the fourth quarter of 2017. A year ago, there was $1.343 trillion in ETF AUM linked to our indices. At the end of 2018, there was $1.309 trillion. During 2018, we sold $90 billion of inflows, and $125 billion in stock market declines. Industry inflows into exchange traded funds were $168 billion in the fourth quarter and $499 billion in 2018. Clearly, we are encouraged by the recovery in ETF AUM in January. Key indicators for our exchange-traded derivatives volume were extremely strong during the quarter. S&P 500 index options activity increased 36%, VIX futures & options activity increased 2%, and activity at the CME equity complex increased 71%. For the full year S&P 500 index options activity increased 26%. VIX futures & options activity decreased 6% and activity at the CME equity complex increased 34%. And now turning to the last business segments, Platts delivered healthy revenue and margin growth. Revenue increased 7% as a result of a 7% increase in core subscriptions, and a 11% increase in global trading services, partially offset by a decline in other revenue, which is mostly from conferences. Adjusted expense declined 2% due to reduced incentive accruals and the reduction in outside services. The fourth quarter adjusted segment operating profit margin increased 470 basis points to 48.2%, the full year adjusted segment operating profit margin increased 200 basis points to 49.1%. This chart depicts Global Trading Services revenue by quarter for the last three years. This volatility from quarter-to-quarter and the underlying trading volume fluctuates. However, GTS does provide a constant revenue contribution to the Platts business. During the fourth quarter, revenue improved, due, mainly to increased trading volumes in certain gas oil, and fuel oil markets. Platts revenue increased in the quarter as all four commodity groups delivered mid-single digit growth. During Investor Day in May 2018, we introduced medium term aspirational targets for the company. We’re pleased to use this morning’s investor call to reiterate these targets and to share the great progress we have made in just the first year. We target to deliver organic revenue growth of mid-to-high single digits each year. During 2018, we achieved targets in three of our four businesses. Unfortunately, Ratings fell short due to market factors. We target low, double-digit adjusted EBITDA growth. During 2018, we delivered 23%. We’re committed to return at least 75% of our free cash flow each year. In 2018, we returned 108% through share repurchases and dividends. And we established adjusted operating profit margin levels that we target to achieve in the next three to four years. In the first year, we made substantial progress, with each of the businesses contributing to an overall 230 basis point improvement in the company’s adjusted operating profit margin. We’re energized by our progress and confidence as we begin the second year of this effort. In 2019 we plan to invest $90 million to $110 million in new projects to fuel additional future organic growth. This is an increase over the $60 million we invested in 2018. The first category for investment is global growth. With regulatory approvals now secured, Ratings will continue to build its domestic Ratings capability in China, and Platts is working to expand its commercial operations in Asia. Market Intelligence has a China initiative that involves setting up digital infrastructure and domestic operations as well as adding additional local capability to the S&P global platform. The second category is innovation, that plans to ramp up our ESG data factory as a central source to serve ESG offerings from various business segments, including new ESG, analytics and data products that we will be piloting. Platts agriculture acceleration involves extending news and data offerings and expanding into additional commodities. We’ll also expand the number of projects that are underway as part of our Kensho initiative. The third category is in technology. We’re adding investments to continue the deployment of data science, AI, clouds, machine learning and robotics tools. We also continue to raise the technology acumen of all employees through a multitude of training programs. All of these investments are aimed, at either growing revenue, or enhancing EBITDA. Next, I would like to update you on Kensho, one of the greatest challenges we have had with Kensho is prioritizing the large number of projects that employees have identified. Projects generally can be grouped in three key areas; data ingestion, data processing and data and document delivery. Within these categories, there are a number of projects that are underway. Omnisearch and Entity linking are two we have cited in the past. Omnisearch is the next generation of search capability for our Market Intelligence, Ratings 360 and Platts LNG surface applications. It leverages advanced machine learning techniques to bring natural language search to our web and mobile platforms. We’re also working to link user personas to more relevant responses, as well as expanding the datasets that will be searchable. The first release will be available in the first half of 2019 to a select group of clients for preview and feedback, and then released in a broader capacity later in 2019 or the first half of 2020. Entity linking involves using machine learning, to link data from different sources to correct entities without errors and in a fraction of the time it would take our employees. It unlocks the ability to ingest datasets that are too large to be done with traditional methods. In addition to the Crunchbase data we previously discussed, we have been working on certain datasets for private company data in China and the U.K. For the U.K. data, we plan to make the first 1000 companies available in the first quarter of this year, with subsequent releases of coverage throughout 2019. Codex is a next generation customer oriented platform, designed to ingest any documents and provide the relevant data and information for a particular user needs. A first version of the platform has been built and demonstrations are underway. Proof-of-Concept user case has been created for Ratings analysts, to alert them to new, relevant information more quickly. We have numerous other projects underway in data processing, and delivery. The first projects were initiated in just nine months since acquiring Kensho. We estimate the initial projects in Omnisearch, Entity linking and Codex, which are the most advanced, have the potential to generate a net present value, equal to approximately one third of the purchase price of Kensho. We have numerous other projects under way in data processing, and data delivery and numerous others that have been identified, but not yet begun. We believe that this is a very positive start with much more value generation to be achieved during the next few years now. Now lastly, I would like to introduce our 2019 guidance. This slide depicts our GAAP guidance. Please keep in mind that our guidance reflects current spot markets, ForEx rates. This slide shows our adjusted guidance, an increase in revenue of mid-single digits with contributions by every business segment. We have decided to record Kensho revenue and Market Intelligence going forward. Therefore, we are providing guidance on corporate and allocated expense, excluding any revenue of $155 million to $165 million. Deal-related amortization of $120 million to $125 million, Kensho retention plans of $20 million to $25 million, operating profit margin in a range of 48.8% to 49.8%. Interest expense of $145 million to $150 million, a tax rate of 22.5% to 23.5%, this is an increase over 2018, because we expect to have a lower benefits from employee stock-based compensation as well as less discrete benefits from prior year tax adjustments, and diluted EPS, which excludes deal related amortization of $8.95 to $9.15. In addition, we expect capital expenditures of approximately $120 million and free cash flow excluding certain items in a range of $2.2 billion to $2.3 billion. In 2019, we are increasing our organic investments in productivity programs and new revenue opportunities. And we will continue to look for opportunities to add unique data, analytics and geographies. Despite so many pending global economic issues, this guidance reflects our expectation that we will continue to deliver solid financial performance again in 2019. With that, let me turn the call back over to Chip for your questions.
Chip Merritt:
Thank you. Just a couple of instructions for our phone participants. [Operator Instructions] Operator, we’ll now take our first question.
Operator:
Thank you. This question comes from Toni Kaplan from Morgan Stanley. You may ask your question.
Toni Kaplan:
Thank you. Good morning. Transaction revenue this quarter was not surprisingly weak just given the issuance levels and January issuance was maybe modestly better than 4Q, but still down double-digits according to our sources. So, can you give us a bit more color on how you’re thinking about the credit environment as we progressed through the year? Thanks.
Doug Peterson:
Hi, Toni. Thank you. This is Doug. First of all, as you know during the year last year, we had a solid year during the year, but the fourth quarter in particular December ended up with very weak comparables from prior years. In particular, there was a shift in the high yield market where people started thinking differently about the type of covenants that were going out to the markets. We also had as you know the impact from tax reform from the largest cash holders that started bringing their cash back and had not gone to the market. We think that the January is not necessarily indicative of the entire year. As you know, typically January is a pretty weak month. One of the things that was important in January is to see in the second half of January in the third and fourth week, the markets actually started rebounding. You saw more people coming back to the market. You saw spreads came down in the high yield market, but as you know in our forecast overall, we have a forecast for total issuance, which takes into account the pipeline that we see coming in from maturities. We speak with the investment banks and with issuers And right now, we have projected that for the entire year that issuance will be down about 0.6%. So call it down a little bit or flat. We think that in the corporate sector that’s going to be down about 4%. Financial services is going to be down of about 1.3%, structured finance, basically flat, and public finance up over the prior year of about 9%. So if you look across different categories this is how we’ve calculated and this is what we’ve used to build into our plans for the year.
Toni Kaplan:
Great. Thanks for that. And then, in Market Intelligence I expanded margins significantly this quarter. And I know you said that full year is probably more representative of run rate margins, but could you get some additional color on what I guess maybe the onetime pieces were in for Q and what’s ongoing? And then, our margins in and Market Intelligence, an area that you can flex when you know if there’s a weak cash to its environment. Thank you.
Ewout Steenbergen:
Good morning Toni. This is Ewout. So the strong margin improvement in Market Intelligence was driven on the one hand as you’ve seen by very healthy revenue growth, and then on the other hand, by small decline in expenses. If you look at the underlying components in the expense movements, there were a couple of items that were going in opposite directions, and therefore showing the decline, small decline, modest decline in expenses. Compensation, base compensation was up, but then there was an offset in lower incentive compensation accruals. So the net was close to zero. We saw strong sales in the fourth quarter, strong sales was driving up the cost of sales, as well as intersegments royalties, but then also strong sales leads to a higher capitalization of acquisition costs under the new revenue accounting methods. So those are also a bit offsetting. We saw FX having a positive impact on the expenses of Market Intelligence. Allocations were down, so corporate allocations were down, but then acquisitions that were down during the year, most notably, Panjiva and RateWatch were driving expenses up. So a lot of moving pieces, but net, net small decline in expenses and therefore a good improvement in margins, but we don’t expect all of these items to recur in every quarter. So therefore, the full year margin is a better guidance for Market Intelligence going forward.
Toni Kaplan:
Thank you.
Operator:
Thank you. This question comes from Manav Patnaik from Barclays. You may ask your question.
Manav Patnaik:
Thank you. Good morning. Just on the 2019 top line guidance, what’s the FX impact here assuming and also you kind of gave us the framework for the Ratings business. I know you don’t like to give specific guidance on the others, but is there anything to call out for next year, for each of those businesses, or can we just assume kind of you know the trends that we’ve seen so far.
Ewout Steenbergen:
Good morning, Manav. This is Ewout. First, in our guidance we assume current spot market ForEx rates. So that is what is the underlying assumption. If you look at our guidance with respect to top line for the company as a whole, as you know we’re not breaking out guidance for each of the segments. But what I can explain to you is some of the assumptions underneath. So if you have to think about Ratings as Doug already mentioned, our assumption is more or less flat issuance markets during 2019, and then we have some small adjustments in market shares in certain segments. And then we also take into account price increases based on the new list price that we are using from the first of January of this year. So that is the underlying assumption we have under our plan for 2019 for Ratings. We have two subscription businesses. So those are, I think businesses that fee growth based on the annualized contract value that we are increasing every year. And you have seen the good progress we’re making for Platts and Market Intelligence. And then with respect to indices, as you know there is a natural hedge in our indices business. If stock markets will come down, we see exchange traded derivate volumes going up, and the other way around. So you have to take that into account in your modeling to also reflect the growth of our indices business. But as we have said in the prepared remarks, we expect mid-single digit revenue growth for the company as a whole and contributions by each of our segments to achieve that.
Manav Patnaik:
Got it. Thank you. And then, I guess just thinking about China. You’ve talked about the Rating opportunity there for some time, but I guess, I was struck by you know it sounds like Market Intelligence is doing something new Platts, Kensho I was just wondering if you could briefly address how we should think about the opportunity that those other areas present?
Doug Peterson:
Let me take that one. Well, first of all as you know that the Chinese financial markets are still a very big centric market. In fact, as were doing the work to understand the opportunity for Ratings business, we did a lot of macro analysis of the market and just to share with you a couple of the numbers. For instance in the bond market in China, 54% of the bonds are held by banks and 32% by mutual funds and wealth management projects. Only 2% of the bonds in China are held by foreign investors. And the issuers themselves are spread between corporate bonds, which are actually quite low compared to other markets local governments’ commercial banks etcetera. But what’s important is, is the Chinese market becomes more sophisticated as the bond markets shift to become a true bond market and not a commercial banking market as more foreign investors start going into the Chinese market. We looked at the structure of markets and the way they change over time as they become more developed. And what we believe is that there is our basic thesis is that there will be more and more demand for independent analytics. So, one of the first products is obviously the ratings. And we think that, that is a market which will develop pretty quickly especially because there is going to be demand not just from the domestic investors, but also over time from international investors. And along with that, as in any market comes the demand for other types of products and services, data products, information, more information about private companies that don’t have that are not publicly traded. And this is where we’re looking at the Market Intelligence offering to be able to provide more data and analytics at Cap IQ, SNL like data service for the Chinese markets. And we’ve just started mentioning that, and we’ve just started rolling it out. We have a team on the ground. One of the other elements which is for us is, actually quite exciting of the launch of the Chinese market is that we’re -- we’re also doing this as a team. We’re doing it as S&P Global, even though the Rating agency has its own license, and it has its own staff. We’re also going in with one effort, when it comes to hiring and our human resources and people policies, one legal and compliance team. So we can actually leverage our sources on the ground so we were able to go to market. But, overall our thesis is that as the market becomes more sophisticated, more connected, there’s going to be a whole set of data and analytic and financial products, which are going to be necessary in the market and we want to be on the ground floor as they become more important.
Operator:
Thank you. This question comes from Hamzah Mazari from Macquarie Capital. You may ask your question.
Hamzah Mazari:
Good. Good morning. You talked about the shift from high yield to leverage loans in the U.S. Could you maybe remind us what the margin difference is in your business between loan ratings and high yield, and then whether you’re seeing the same trend in Europe because a secular thesis a while back on Ratings was European bank disintermediation, so wondering if that has sort of reversed any color there?
Doug Peterson:
Thanks Hamzah, this is Doug. First of all on the pricing, it’s basically about the same, it’s not -- there’s not a material difference between the pricing, between the two different products. In Europe, we continue to see Europe, the capital markets are continuing to develop. But you have one major impact, which has in a sense slowed down what we thought was going to be the ultimate development and that is the ECB is continuing to provide a lot of liquidity for the markets. But in the last in the last quarter up until you had the slowdown of the leverage loan market, the European markets were actually moving quite fast. There was a lot of issuance. And in the last two weeks of January, the European leverage markets actually came back to life, and there was there was issuance back in the European market. So, we do think in the long run, the European markets will continue to move towards capital markets more quickly obviously compared that we just talked about in the prior questions about China. Europe is a much more developed capital market than what we see as one that’s just starting out, but it’s not quite still at the level of U.S. when it comes to participation of traditional capital market entities like insurance companies and pension funds and asset managers. But it -- but we’re seeing continued move in that direction.
Hamzah Mazari:
Okay. And just a follow-up question. On Ratings margins you talked about up 10 bips on a 16% revenue drop and highlighted various reasons. If Ratings revenue does come back, how quickly do costs come back in that segment? Just any comments on operating leverage in that segment being structurally much higher? Or any thoughts on sort of how costs come back to that segment if you see revenue come back?
Ewout Steenbergen:
Good morning Hamza, this is Ewout. A couple of thoughts that hopefully are helpful. On the one hand, Ratings is working on very active programs to think about how to redesign its operations, its business model, its processes, its systems, is introducing new technologies in order to make the life of the [Indiscernible] analysts, more effective to take away some of the lower value added work, the spread work on updating of the models, and to replace that with new technologies and to get that done in a more efficient way. So, we expect operating leverage for Ratings to continue. You saw that we took another restructuring charge for Ratings as well. So, those are benefits in the programs where we will continue to see improvements in overall productivity in the Ratings organization. The other element that you have to take into account is incentive compensation. And we had some expense benefit during the quarter from the incentive compensation accruals. For the full year, the way how to dimensionalize that is the following. So, first Ratings had a very good year in 2017, as had some other businesses in the Company as you will recall. So we had very good payout. So we will see a reduction just every year a reset to a 100% of the accrual levels. And then this year particularly in the fourth quarter, the performance was of course lower. So now you have a reflection of lower pay outs from that 100% level. So if you look at the overall expense reduction, year-over-year for Ratings, which was approximately $120 million, the majority of that came from incentive accruals. A little over half of that was just a reset year-over-year to the 100% level, and a little bit less than half of that reduction came from the lower accruals that we established in 2018 that of course will come back up to the 100% level in 2019. So that is an automatic increase in the costs that we'll see in 2019 from 2018. But again, we expect also at the same time continued improvement all of the productivity programs that we are implementing in Ratings.
Hamzah Mazari:
Very helpful, thank you.
Operator:
Thank you. This question comes from Alex Kramm from UBS. You may ask your question.
Alex Kramm:
Yes. Hey, good morning everyone. Just hoping you can expand on the conversation about China that was asked about earlier and in your prepared remarks, you gave some nice data points. I think 35 employees in that new entity, but 200 in the in the other parts. Like, how quickly are you ramping people here, and what cost is tied to that end, secondarily, you said 400 companies already rated out of the other entities, so that can come pretty quickly. So maybe just talk about the next few quarters, few years in terms of how quickly that business can ramp, and then in terms of pricing, like how do you thing envision the pricing structures, they are very comparable to the rest of the world, or is there something we should be thinking about differently in terms of basis points? Thank you.
Doug Peterson:
Okay. Thanks Alex. Well just to give you a little bit more of the ramp up plan. As you heard, we have 36 employees in the entity, 31 of those are analysts. Of those analysts, about 10 of them are employees from S&P Global that transferred in from other parts of the world, who are bringing the core knowledge and expertise of how S&P Global works everywhere else. They are native Mandarin speakers that have come in from other offices. And then, we've hired 21 more analysts from the markets, being a first mover was an advantage to us, because we were able to go out the market and attract a very large pool of candidates and hire a really highly qualified set of people. And because we were there first, and we already have started hiring, we think, that we can ramp up very quickly if the demand comes in. Right now in China there’s about 4000 issuers that are rated across the markets by the domestic rating agencies. We rate about 400 of those offshore. We’ve already developed plans to go out and meet with all of those different 400 that we’re working with already as well as the others as many as possible of the other issues that are rated. I can’t. I don’t want to give you any kind of financial projections on this, but I can tell you that the pricing that we’re looking at over time will develop to a similar level as around the globe. It’s likely to start out where you need to enter the market at a level pricing that’s going to be able to get us to close the transactions and get out into the markets. But, we expect over time that the pricing is going to be similar to the rest of the world. As you know, pricing on Bond ratings is actually a very low amortized cost for compared to the cost of actual bond issuance. And so that’s why we think we can over time, we can develop to that level of pricing. We -- when we look at the different kinds of bond markets, is as you saw in our prepared remarks, there’s four different categories of bonds that we’re able to rate, that we’ve been approved for. We think that the financial institutions in the corporates are really the core area that we will start rating right away, because that’s where we have the relationships with the 400 issuers. We do have as you as you know; we have very long term thinking about this. This is something that developed over the long term. This didn’t just come about over one quarter. We've been working on this for years. John Berisford, Ewout, and myself have been visiting China for years to build the relationships and to understand the markets. And with that kind of a long-term commitment to the way we've approached to this is the same way we think about building out the business and ensuring that we build it with a really strong foundation and a really strong team on the ground.
Alex Kramm:
Excellent, super helpful color. Thank you. And then secondly, maybe also coming back to a prior question. But, if you think about the issuance forecast, and I know it’s another team that does it, but if I think about the last few quarters, I think it was always lower every quarter and you know obviously they’re difficult to forecast. But if you think about it from a bigger picture perspective, what are the big puts and takes that you thinking about as you look at that forecast and where things could you know do a lot better or do worse. And a couple of things to maybe highlight is like you said the loans business has been an area of strength, but I think people are getting increasingly more worried about what’s going on that market. And then, you know we’re hearing increasingly CFOs talking about deleverage -- deleveraging the balance sheet. So, what are the kind of puts and takes I guess, you would be watching out for? Thank you.
Doug Peterson:
Yes. So let me give you a few of the thoughts on that. And let me start with the leveraged market. And it’s as you have seen in the numbers we presented, the leverage market has the component of the financial, the corporations that go to leverage market can go either to the bond market or to the loan market. They’ve increasingly been going to the loan market for various reasons, based on the kinds of borrowers -- the kinds of lenders and investors that have gone in the market. The attraction of a floating rate, versus fixed rate. The attraction of the kinds of covenants and other aspects of the loan market that they could get. We saw a correction in that market in December, and there’s a lot of people including myself that think that some of the aspects of that were probably healthy. Leverage had gotten quite high. You saw leverage in some deals going over 6, 7 sometimes even eight times. And so since the market has opened up, even though there’s a lot of investors going back to the market. There’s been some correction in terms of leverage not so much in covenants so far, but much more in total leverage amounts. And so we see that as one of the factors which will be driving our forecast going forward. A little bit more specifically on the forecasts. And you mentioned that since our October outlook, our December outlook, and our January outlook we’ve seen actually a moderation of the -- of that when we first did our 2019 forecast in October we expected that it was going to be up about 0.6%, December about the same up 0.6% and now we see it going down 0.6%. So just to give you some of the sentiment and some of the areas that we see those changes. We -- we did drop a little bit on the corporates, we dropped it by about another 1% down from the prior forecast just based on the pipelines that we’ve seen from the market participants. But financial services is the one that we saw the largest shift between the end of the year and now the beginning of the year. And that had originally been expected to go up 5% and now we’re expected to only go up about 1.3%. And the main difference there is based on what we expect financial institutions are going to be issuing related to reserve requirements and some of them by speaking with them a lot of them are not going to be growing their balance sheets as much as we had originally expected. So this goes back to policies, capital policies at the Fed as well as capital policies of the banks themselves. And that’s probably the largest difference overall that drove that. So a little bit in the corporates, a lot more from financial institutions and then our outlook for the leverage market it’s come back, not necessarily with the same level of leverage that we saw in the middle of the year last year, but it actually has come back pretty healthy .The last couple weeks of January the markets were back, they were open again after 45 days of being closed.
Alex Kramm:
Excellent, thanks again.
Operator:
Thank you. This question comes from Tim McHugh from William Blair & Company. You may ask your question.
Tim McHugh:
Thanks. I just wanted to ask about how you would characterize that you talked about the incremental hundred million of investments. I guess you’re always investing somewhat in the business. So is this a stepped up level of investment that’s different than other years or are you just trying to highlight to us I guess what you -- what the focus is for the year. Just trying to understand the context of what you’re seeing with that.
Doug Peterson:
Good morning, Tim. Yes, we are just trying to highlight and to make this transparent to you and also show you the specific areas where we are investing. To give you a little bit broader perspective, we’re of course always investing in our businesses, in business as usual to keep our balance marks relevant in systems, and processes, in new designs of the organization. So, there is always a lot of level of business as usual investments. What we are trying to highlight here is investments specifically in new initiatives, new products and new markets. As we showed you in 2018, those investments were at the level of $60 million. And that will go up by approximately $40 million to $50 million to that new number for 2019 in those areas like China. And I think everyone would agree with me that the Chinese Ratings opportunity for the Company is very large and it makes a lot of sense to make this investment. And the Company will see hopefully a lot of benefit out of that in the mid- and long-term. So obviously we are self-funding those initiatives. You see that we have productivity programs going on, where everyone has savings on the one hand, and capturing the operating leverage and then reinvesting it. And also you see the margins still going up for the company. So another indication that we are self-funding those initiatives. So we hope it’s overall helpful that they get this clarity. And do you have a feel where the company is making the large investments in new initiatives going forward to expect future revenue growth for the company on top of our current business activities.
Tim McHugh:
Okay. That's helpful. And then, just want to follow up. I think it was -- when you're talking about the cash flow, there was quick comment you made about longer renewal cycles for some of the enterprise deals in Market Intelligence. I guess, can you elaborate on what that was? And I guess just you said I think you thought it was a timing issue. So why do you think that necessarily?
Doug Peterson:
Sure, Tim. What is happening is as you know we’re going through the process to move all Market Intelligence customers to enterprise wide contracts. So this is purely an administrative process where we are changing the contracts, you have discussions about the new language of the new contracts, those contracts then need to be signed new invoices needs to be issued, and then there needs to be a cash collection on those new invoices. So going through this process right now, the change in timelines have shifted from about 10 days to fifty two days in terms of cash collection. So this is purely a delay in the process. We expect to catch up off that during 2019. So therefore you see a free cash flow number guidance for 2019, which is up 10% to 15% over the free cash flow we generated in 2018.
Tim McHugh:
Okay, so the comment about that, the delay is more about the collection process on, not necessarily the sale or negotiation of the agreement.
Doug Peterson:
Just going through the whole process of new contract, legal documentation, signing, processing, invoicing and so on. It’s purely administrative renewal process itself.
Tim McHugh:
Okay. Thank you.
Operator:
Thank you. This question comes from Jeff Silber from BMO Capital Markets. You may ask your question.
Jeff Silber:
Thanks so much. I know it’s late. I just ask a couple of quick ones. You mentioned when talking about the outlook for the Rating segment, the price increases, you instituted at the beginning of the year. Can you give us some order a framework roughly what that was and how that compared to prior years?
Doug Peterson:
The list price that has been issued is 6.95. You see that was up from approximately 6.75. So, about 3% increase year-over-year. That is just the headline, list price of course there’s a lot of differentiation by type of customer, type of arrangements and so on. But that would be the headline number.
Jeff Silber:
And what was the headline increase in 2018?
Doug Peterson:
More or less the same. So that is the usual increase that we see over the past few years.
Jeff Silber:
Okay. Great, and again, I know you don’t give quarterly guidance. But beside you know potentially Ratings being more back end loaded. Is there anything you want to point out for the quarters for 2019?
Doug Peterson:
No there’s nothing else that we can point out at this moment.
Jeff Silber:
Great. Thanks so much.
Operator:
Thank you. This question comes from Craig Huber from Huber Research Partners. You may ask your question.
Craig Huber:
Thank you, Doug I want to just get back to China for a second. Here you mentioned about 31 analysts in that market you’ve hired or switched over there, roughly it’s roughly 2% of you are -- just analyst on a global basis. How quickly do you think this market from your perspective from a Ratings revenue standpoint could can pick up here in the coming years, will actually or maybe we’ll see it in the numbers? I mean, just it’s a long term play off obviously, but do you expect any material positive impact on revenues and profits in the first two years say, is there any big pent up demand or we get a big bump upfront in your revenue boost here with the Ratings being in that market, or just could take a little more time to play out?
Doug Peterson:
My expectation is that this will take a little bit to play out. What I'd like to do is, give you numbers as we start looking at this over quarter-by-quarter. We'll figure it how often and how much we're going to -- we will give you about our progress. But just a couple of more -- couple more statistics about the market. Overall in China the total lending market, including everything is about $20.6 trillion. Of that, about $13 trillion is corporate. So it's -- little bit more than half of the market is corporate loans. And of that about $2 trillion more or less are bonds of which $1 trillion are bonds outstanding of corporates. So think about $1 trillion corporate bond market, about 4000 issuers. We think that we’ve got 400 that we are going to have relationships that we can tap as the first companies that we go to. We also, as you know the panda bond market where foreign issuers go into the Chinese market, is one that is it’s very small right now, but we think that’s another area that will bring specific expertise as well as interest from foreign issuers to go into the Chinese market using S&P as the company that’s going to do the rating. So I don’t want to give you any projections or numbers on the revenues over time. As I’ve said, we see this as a market which is going to transform to more of a global capital market, much more connected. As I mentioned earlier, that it’s only 2% of the bonds in China are held by foreign investors. So we see that growing. And so let us come back to you to give you updates on our progress. So we can really understand how fast this is going to move once we’re starting to see volume come in through the door.
Craig Huber:
And then on second. Doug, you mentioned, I guess in a global basis expecting debt issuance down zero to 1% call it, if you could just segment for just U.S. part of that, I’d be curious for your thoughts, how you think that might play out the debt issuance for investment grade and high-yield? And then also maybe with -- how you maybe see bank loan issuance for this year playing out those three segments within this country?
Doug Peterson:
Well, the two pieces which are the most significant that I mentioned a couple of minutes ago, the corporates which are down 4.8% more or less what we’re projecting, that’s mostly the U.S. And that’s mostly the U.S. and it’s partially because of tax reform and what our projections are as to what will be the issuance level for the companies that have very cash rich balance sheets. And then the other which is, is probably the most significant as I said financial services. That’s also U.S. And that’s the – that’s the U.S. financial institutions that are the ones that are projecting they have smaller balance sheets, or less growth on their balance sheets than we had expected three and four months ago. So that’s the color that I can give you based on the analysis that our team has done.
Craig Huber:
Thank you.
Operator:
Thank you. This question comes from Joseph Foresi from Cantor Fitzgerald. You may ask your question.
Joseph Foresi:
Hi. My first question is just on China. Do you -- can you give us a little bit of a better understanding of maybe what the risks are of having Ratings in that region? Is there sufficient accounting standards there? Do you feel like you’re more exposed? I’m just trying to get a sense of you know how the market works from a risk perspective?
Doug Peterson:
Well, thanks Joseph for the question. As we’ve gone into the Chinese market, as I mentioned earlier, this is something that we’ve been looking at for years. This isn’t just something that cropped up in the last quarter. And we’ve also already had a business on the ground for over 10 years of with ratings analysts on the ground in China, who have been rating Chinese corporations on offshore issuance or dim sum bonds that are issued offshore. And as I mentioned, we have 400 of those that we’ve already rated. So we know that there is at least 400 companies that are already audited by global auditing firms. They have transparency in their financials. They’ve been going offshore to raise funds. And so there is already a core group of corporations and financial institutions in China that are rated and are already issuing bonds at global standards. But clearly you’re raising what for us is are very important points, and how do we -- how do we roll out the Ratings business in a market, which is developing. We are using our knowledge and experience of how we’ve gone into other markets, like India through CRISIL or Mexico with which we did an acquisition many years ago to go into that market. Both India and Mexico are markets where we issue with local Rating scales, where we do not have Rating scales that are linked to the global scales, they’re there based on local market conditions. And so one of the reasons, that we’re rolling out are China Rating agency is a local independently scaled Rating agency is that we want to be able to meet and understand all the local conditions of what are the conditions of bankruptcy laws. What are the conditions of workouts? What are the conditions of companies that could potentially have any kind of a default or a payment issue? And this is why it’s important for us to go in that market independently with a locally managed Rating agency. We’ve been working closely with the regulators to ensure that they understand the Rating agency model, as we roll it out. It’s critical that they understand that we’re independent and that our ratings are going to be issued with an independent opinion that we’ve got the right kind of analysts that are well-trained. So we’ve understood, we’ve looked at what are the kinds of risks. Do we get the right kind of disclosure from companies? Do you have the ability to understand if there’s been a payment issue? Do we have the right kind of regulatory environment, which we think is being developed in a way that’s very professional and understanding what are the other environments around the globe for four rating regimes etcetera. So we’ve gone in with this over many many years of analysis, many, many years of building relationships and we think that some of those risks that you mentioned are things that we have a good ways to mitigate or manage.
Joseph Foresi:
Got it. And then just to switch gears, any way to start to quantify the impact of the increase in your focus on data. I’m thinking more on the Kensho side and I’m just trying to get a sense of you know I know early stage and you’re sort of building the foundation, but clearly it’s a focus, clearly it’s something that I would agree is going to be an important part of the future. But I’m wondering how internally you’re starting to think about quantifying that, and any anecdotes you could provide. Thanks.
Doug Peterson:
Yes, let me give you a couple of thoughts on that. First, we are looking at more and more datasets. Ideally, proprietary data sets that are unique, and only can be found on our platform, but it could also be other data sets that we license and therefore incorporate. As we mentioned during the prepared remarks, with data sets it’s very important that those data and assets are linked to our existing mast or database. So that there is an automatic link between entities, between individuals, between a lot of different other data sets because data is only valuable if it is put in perspective of all the other data, rich data, that we have already today on our platform. Therefore, it’s so important that we are working on that new search engine. The only search with Kensho because the more data we put on our platform, the more important it will be for our customers to find the right data, and to use that data in the future. Hence, the investments we are doing with Kensho on the Omnisearch. Moreover, we are having a lot of data intake elements within the organization, and we’re thinking now about a design of the overall data factory to make data and more a commodity within the firm, based on the same definitions, the same data architecture, have an efficient data intake which is based on a lot of technology tools and to take the benefits of the enterprise as a whole. So data is core to our strategy, core to our business growth, core to the commercial propositions that are being developed by our businesses, and we make a lot of investments in this area. But ultimately, this will be the main driver of revenue growth for the company in the future.
Joseph Foresi:
Thank you.
Operator:
Thank you. This question comes from Dan Dolev from Nomura Securities. You may ask your question.
Dan Dolev:
Hey thank you for taking my question. Just from a housekeeping item, is the Kensho $20 million to $25 million expense embedded in the guidance for retention. Is that the main difference between the 2018 and allocated expenses and what you’re guiding for 2019?
Doug Peterson:
No, if you look at the unallocated, what we are doing is moving to Kensho revenue to the Market Intelligence revenue. And the reason why we are doing that is more or more the Kensho contracts with Kensho customers are being folded into overall Market Intelligence relationships with the same customers, and therefore it’s more difficult to separately identify Kensho revenue in the future. So that’s why it’s being integrated with revenue of Market Intelligence. So if you look purely at unallocated expenses, unallocated expenses were $171 million for 2018, which is then excluding the $15 million Kensho revenue. That included $20 million of funding 40 foundation that happened last year, and Kensho expenses. But Kensho expenses you have to realize those were Kensho expenses over a nine month period. So now we are of course having Kensho expenses for the full year 2019. So if you look at those -- all those elements, we’ll continue to see a nice reduction in unallocated expenses to that range of $155 million to $165 million in 2019 which is ultimately then based on the productivity programs we are introducing within the company.
Dan Dolev:
That’s helpful. I just -- so the Kensho retention plan, I believe they were excluded from the adjusted number, right, the $34 million in 2018. They were not in the non-GAAP number?
Doug Peterson:
If you look at Kensho expenses, we have Kensho expenses that are being included from a performance basis. And then we have access Kensho expenses that are based on the rollover equity as part of the consideration for the acquisitions. So, what we have done is we looked at what is market compensation for employees of Kensho. Everything that is market level is being included on the non-GAAP basis and everything that's over and above what will be normalized market levels which is based on that rollover equity that is being stripped out as the Kensho retention related expenses. That number you should see coming down over time. And the reason is just purely the accounting is an accelerated accounting methods. So every year you see that number coming down very quickly, the excess expenses for Kensho that are being pulled out on a non-GAAP basis.
Dan Dolev:
Got it. Thank you. And then just my follow-up is on the overall headcount. I see some nice growth in the headcount on a year over year. If you have to sort of think about the different segments it looks like the corporate headcount increased dramatically. Yes. Say in reading the headcount decline. If you had to sort of normalize that in terms of the centers of excellence like how would that roughly look like? Would you be expecting ratings headcount to go up as well if you didn't allocated into corporate that's sort of a question?
Doug Peterson:
That's really a great question. So there is always going to be some movements in headcount. So when we do acquisitions of course headcount will go up. So for example, in corporate headcount went up for example based on the Kensho acquisition. But also headcount in market intelligence is up and that's based on the acquisitions of Panjiva, RateWatch, but also new content sets that MI is introducing. So we will have reductions of headcount based on productivity on existing data sets in market intelligence and then headcount additions for the new datasets that are being introduced. Corporate headcount might go up a bit overtime because when we are centralizing certain activities in centers of excellence it might mean a shift from headcount in the divisions to corporate. So that could be an other shift. Also when we are in sourcing certain activities for example the IT and engineering activities in ratings will ultimately be an increase in headcount for ratings, but that is an offset on external surfaces that will be eliminated going forward. So that's a shift in headcount numbers but not so much a shift in expenses or actually that is a decline in expenses that we will realize as a company.
Ewout Steenbergen:
And just to add one thing. One of the thing that John's trying to do in ratings is he aspires to try to be able to handle more and more and more credits each year with the same number of analysts. But we're not real looking to reduce there. We're looking to try to make the more more efficient with all the technology that we're trying to deploy.
Dan Dolev:
Makes sense. Thank you so much.
Doug Peterson:
Thanks, Dan.
Operator:
Thank you. This question comes from George Tong from Goldman Sachs. You may ask your question.
George Tong:
Hi thanks. Good morning. Your non-transaction revenues took a step back in the ratings business in part because of tougher comps. Were there specific items that weighed on non-transaction revenues this quarter? And how do you see non-transaction revenues performing next year?
Ewout Steenbergen:
Hey, George, good morning. FX had a negative impact on non-transaction revenue. If you strip that element out it was more or less flat. The other elements that impacted non-transaction revenue was Rating Evaluation Services. We've always called out that debt could go up or down by quarter. That’s very much driven by the M&A environment. So we’ll have quarters where the rest revenues will be a little higher or a little lower. But overall we look at non-transaction revenue as a very stable source of revenues. And we expect that to continue to be a very steady source for the ratings business in the future.
George Tong:
Got it. That’s helpful. You’ve achieved $60 million in cost savings through year end 2018 out of your $100 million of cost reductions planned in your Analyst Day over the intermediate term. Can you talk about the pacing when you expect to achieve the remainder of your cost savings and what the principal drivers of savings will be going forward?
Ewout Steenbergen:
We are very encouraged by the progress we have made during the first year, $60 million in run rate and $40 million of that in our annual results for 2018. We will continue on the same pace what you have seen towards our targets and the main areas where we find those opportunities are in our functions. So we are trying to create new operating models for our functions across the enterprise both in the businesses as well as in the corporate center. We are looking at opportunities in our digital infrastructure area. For example, consolidation of some of our data centers moving to the cloud, other outsourcing arrangements et cetera, and we are taking care of real estate costs. We are reducing excess real estate we have in the company and are significantly driving down real estate expenses. And we will continue with all of those levers over the next few years. Of course, we will let you know once we have achieved this target and at that point announced to you a new target. But at this moment we are very encouraged by the progress we are making with all of those programs.
George Tong:
Very helpful. Thank you.
Operator:
We will now take our final question from Bill Warmington from Wells Fargo. You may ask your question.
Bill Warmington:
Good morning, everyone. The final question here it is. Actually two right. So first on Kensho, you mentioned the entity linking work you’re doing with Kensho, Crunchbase, the private company databases in China and the UK. Can you frame that opportunity for us? That’s commercial credit information space is typically in the area we associated with DNB and BBD and it sounds like you’re moving increasingly into that space.
Doug Peterson:
This is an area where we are very pleased with some of the first results of the Kensho collaboration. We have talked to you about Crunchbase. But in the meantime, we have done the same with the algorithms that have been developed on other private company data sets. And the benefit of entity linking is the following; it’s not only a expense-reduction opportunity. Of course, in the past, we could do the same entity linking but by asking a lot of teams and a lot of employees to work on that. And that will take a lot of time to achieve data linking with the right quality of data. Is it the same entity, the name is spelled at a slightly different way, slightly different abbreviation? Is it a subholding? Is it in another jurisdiction? So a lot of work has to be done to make sure that entity linking is correct and accurate. So by doing this now based on algorithms, of course, we find efficiency opportunities, but the larger benefit is in fact in the revenue opportunity. Why? Because of speed to market we can significantly increase speed to market of new data sets, the quality of the products we bring out because in the end with the algorithms we can achieve a higher quality and less errors going forward. And we can think about new products that you could never bring to the market in the past. Certain data sets are so large that it is almost impossible to achieve any ingestion of that by humans, but we can do that now in a fraction of the time by our algorithms. And therefore we can now introduce products to we could never think of in the past. So in the end, we always look at this as a larger revenue opportunity than an efficiency opportunity. And again, we are very pleased with the results so far we have been able to achieve.
Bill Warmington:
And then, for the second and final question. The $8.95 to $9.15 EPS guidance for 2019, just wanted to ask about the level of share repurchases built into that number? I know you announced the $500 million ASR today. I would assume that was built into that guidance. But then if you assume about $550 million in dividends that would leave about $600 million in excess cash you're going to return. Is that $600 million built in as well as the $500 million ASR?
Ewout Steenbergen:
Yes. Obviously we cannot give you a very precise answer on that question. But let me give you some of the components. We have provided guidance with respect of free cash flow generation for this year. You know that we’re committed to return at least 75% of that number. You are aware of the dividend payout level we will do this year. So it’s not too difficult to assume what is the remainder in share repurchases that will be achieved. If we are going to exceed that number or not is to be seen. That depends very much on opportunities we will have this year. We always look first investments in organic opportunities because we think those are the most valuable as long as those make sense strategically and we can achieve the right returns in organic opportunities, but if those are not available then we can always return more than the 75% commitment that we have to the market. So, those are the components and I think that probably helps you, Bill with what you are looking for in terms of question.
Bill Warmington:
Thank you very much.
Chip Merritt:
Bill, you asked some great pile of questions but the operator said we do have one more in the queue. Let’s see if there's -- if anyone is still out there.
Peter Appert:
Hi. Peter Appert. Am I on?
Doug Peterson:
You’re on, Peter.
Peter Appert:
Okay. So, much for Bill Warmington. Doug, I was just interested in a quick thought you have on market share trends in the ratings business. Your revenue in the first part of the year lagged a little bit about -- some of your competitors, we don't know the second half number is obviously relatively, but wondering if that’s a red flag at all for you? Maybe does it suggest that some of the cost cutting initiatives perhaps are hurting you a little bit from a share perspective, just your thoughts on that? Thanks.
Doug Peterson:
Yes. Well, first of all, thank you, Peter that you’ve been able to get on the call. And when it comes to the ratings business or when we look at the market share globally we continue to have a very strong market share. It’s -- there’s a couple of areas where we see weaknesses. One of them is in CLOs. As you know there’s a couple of other businesses like covered bonds that we’re not really active in at all. So if there’s any place where we have seen areas that we will put some additional concentration on looking at our penetration it’s all in the structured finance area.
Peter Appert:
Okay great. Thanks so much.
Doug Peterson:
Do you have a second question?
Peter Appert:
I do. Actually on Market Intelligence, the migration.
Doug Peterson:
[Indiscernible] Bill’s question.
Chip Merritt:
Is this way better than Bill's question?
Peter Appert:
Okay. Probably not as good as Bill's, he’s way more intellectual than I. Market Intelligence, the migration to enterprise contracts, I mean, how far along are we in that? And how has that had measurable implications in terms of profitability for the segment?
Doug Peterson:
Peter, the progress we have made over the last quarter is moving from 76% to 81% Cap IQ customers moving to enterprise wide agreements. So a nice 5% step up. What we're seeing now is what we call the long tail. We are now making those changes for a large group of smaller customers. We're not planning to really call out those numbers anymore in the future. We’ll continue over the next period to drive this to a 100% level over the next year or so. But we will continue to make progress to ultimately have 100% percent of our customers on enterprise-wide agreements. So good progress. And I think, basically for us the last final number of customers we'll deal with over the remainder of this year.
Peter Appert:
Thank you.
Doug Peterson:
Great. Well, thanks, everyone for joining the call this morning. I’m sure you can hear how enthusiastic we are about the company -- a company about our prospects for the future. As you can see we have a lot of initiatives to look at our top line growth and our productivity. We’re committed to continue to manage towards important productivity, but also very importantly to growth. And you heard about some of our plans for our data operations for technology in particular around artificial intelligence and machine learning and the kind of impact that can have on us. And I also want to thank all of you for the questions about China and our international operations. We’re very enthusiastic about the opportunity we have going forward in China and we'll keep bringing you updates on that as we go forward. And on top of that, I want to thank our great Board of Directors, our management team, our global workforce the commitment they have as well to power the markets in the future and the framework that we'll continue to show you new going forward as to how we're allocating capital where we're growing. And again, I want to thank all of you and we look forward to even more success in 2019. Thank you very much.
Operator:
That concludes this morning’s call. A PDF version of the presenter slides is available now for downloading from investor.spglobal.com. A replay of this call including the QA session will be available in about two hours. The replay will be maintained on S&P Global's Web site for twelve months from today and by telephone for one month from today. On behalf of S&P Global, we thank you for participating and wish you have a good day.
Executives:
Eric Boyer - IR Lance Uggla - Chairman and CEO Todd Hyatt - EVP and CFO
Analysts:
Jeff Meuler - Baird Peter Appert - Piper Jaffray Bill Warmington - Wells Fargo Tim McHugh - William Blair & Company Manav Patnaik - Barclays Andrew Jeffrey - SunTrust George Tong - Goldman Sachs Hamzah Mazari - Macquarie Jeff Silber - BMO Capital Markets Toni Kaplan - Morgan Stanley Joseph Foresi - Cantor Fitzgerald Michael Cho - JP Morgan
Operator:
Good day, ladies and gentlemen, and welcome to the Q3 2018 IHS Markit Earnings Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session and instructions will be given at that time. [Operator Instructions]. As a reminder, this conference call maybe recorded. I'd now like to introduce your host for today's conference Mr. Eric Boyer, Head of Investor Relations. You may begin.
Eric Boyer:
Good morning. And thank you for joining us for the IHS Markit Q3 2018 earnings conference call. Earlier this morning, we issued our Q3 earnings press release and posted supplemental materials to the IHS Markit Investor Relations website. Our discussion on the quarter based on non-GAAP measures or adjusted numbers which exclude stock-based compensation, amortization of acquired intangibles, and other times. IHS Markit believes non-GAAP results are useful in order to enhance the understanding of our ongoing operating performance. But they are a supplement to and should not be considered in isolation from or as a substitute for GAAP financial information. As a reminder, this conference call is being recorded and webcast and is a copyrighted property of IHS Markit. Any rebroadcast of this information, in whole or in part without the prior written consent of IHS Markit is prohibited. This conference call, especially the discussion of our outlook may contain statements about expected future events that are forward-looking and subject to risk and uncertainties. Factors that could cause actual results to differ materially from expectations can be found on IHS Markit's filings with SEC and on the IHS Markit website. After our prepared remarks, Lance Uggla, our Chairman and CEO; and Todd Hyatt, EVP and Chief Financial Officer will be available to take your questions. With that, it is my pleasure to turn the call over to Lance Uggla. Lance?
Lance Uggla:
Thank you, Eric. Thank you for joining us for the IHS Markit Q3 earnings call. Today we'll talk about our strong Q3 results, operational initiatives for sustained growth and profitability, an update on the Ipreo integration and our decision to keep our MarkitSERV business. We had a strong quarter of financial results. The key highlights of the quarter were, revenue of $1.001 billion, up 11% year-over-year and 7% on an organic basis excluding the impact from the prior year biennial BPVC revenue. We continued to deliver broad-based growth across the firm. Adjusted EBITDA of $391 million, up 11% over the prior year, and margin of 39%. Normalized margin expansion was 60 basis points excluding the impact of FX and Ipreo as we continue to streamline our operations and benefit from the natural leverage of the model while continuing to invest for long-term profitable growth. And finally, adjusted EPS of $0.58. Let me now provide some highlights. I'll start with Transportation which delivered strong diversified organic revenue growth of 9% in the quarter. Growth was driven broadly by the same trends we've been seeing throughout the year. Within automotive, we continue to see strong growth from both our new and used auto businesses and are benefiting from deepening our penetration of existing customers and continued product innovation. As expected, our recall business moderated to a normalized level in the third quarter. Financial Services reported 8% organic growth with broad-based strength. Top performers included pricing indices, valuation services, reg and compliance, analytics, enterprise data management and the MarkitSERV derivatives processing. CMS organic revenue growth was 4% excluding the impact of BPVC, as we continue to benefit from improving end markets and operational changes within our product design, ECR and TMT businesses. Resources organic revenue growth was 5% as our upstream energy business continues to improve and our mid and downstream businesses remain strong. We are particularly pleased to see continued improvement in Resources recurring revenue. We expect the price of oil to end the year higher than the industry originally thought. And we expect the level of CapEx spending to improve in 2019. But on the whole, our customers remained somewhat cautious with spending. On the operational side, coming out of our product deep dive sessions this summer, I'm particularly pleased with the sense of continued urgency and the high level of commercial engagement across the firm. I can report that we are making progress on a number of fronts, which I'll outline. First, an increased focus on being even closer to our customers, a higher level of customer engagement from the top is cascading throughout the organization and helps us better partner with our customers, and provides critical insights that fuel product innovation. Second, our teams are focused on streamlining all internal processes to increase the profitability and to self-fund future growth initiatives. We're using technology to further automate and to increase efficiency in how we create our information and solutions. We are also more effectively utilizing remote intelligence to tap into best cost pools of talent around the world. Third, we have increased targeted investment in product development across our business lines which will seed sustained future growth in the years to come. Let me provide a couple of examples. As we talked about on the Q2 call, we are increasing the level of investments within our upstream business as the industry is starting to spend again, especially on analytical offerings. Within automotive, we are making investments in our CARFAX for Life initiative, our automotiveMastermind led Conquest solution and our cross-automotive dealer network planning solution. Within Financial Services, we continue to make investments in data and indices, valuations respect to the private capital markets and hosted data management. And finally, we are seeing continued momentum with merger revenue synergies and remain on target to achieve a run-rate of $35 million exiting the year. We are especially pleased with the broad-based distribution of the industry offerings being sold into our Financial Services customers, and we are equally gaining traction selling our EDM solution into our energy market customers. Overall, we are very pleased with the operational execution of our teams and a really great job by all of them. On the M&A upfront. In terms of capital allocation, we closed the acquisition of Ipreo on August 2nd, and we are very pleased with the early days of the integration. We’re able to do a lot of groundwork ahead of the closing. And we’re now well on our way to the previously communicated financial targets, including 2019 adjusted EBITDA of $115 million, run rate cost synergies of $20 million by the end of ‘19, and revenue synergies of $35 million by the end of 2021. Teams are working together extremely well and with a lot of excitement around what we can achieve. Customer response continues to be very positive and we’ve already seen some early revenue synergy momentum, particularly in our loans and private capital markets businesses. Now relative to MarkitSERV. We’ve decided the best financial and strategic outcome for IHS Markit at this time is to keep our MarkitSERV business. We completed a disciplined and comprehensive sales process with both strategic and private equity parties and could not reach agreement at a sufficient value for the asset with an ongoing acceptable commercial relationship. MarkitSERV has an integral part to play in the post trade industry consolidation that we expect to occur in the coming years and continues to be a valued strategic partner across the whole financial markets. We look forward to continuing to invest and build this business and we’ll take the lead in innovating and looking for opportunities to partner with industry and our customers. You can continue to expect IHS Markit’s longer term organic revenue profile, including Ipreo and MarkitSERV to be as previously stated, 5% to 7% organic growth range and our Financial Services segment to be in the mid to high-single-digits. This organic growth profile, along with our commitment for a 100 basis points in annual margin expansion and our 500 million annual share buyback target will generate solid double-digit adjusted earnings growth and $1 billion plus of free cash flow annually. We are very comfortable with this financial profile. And with that, I’ll turn the call over to Todd.
Todd Hyatt:
Thank you, Lance. Before we get started, as Lance said, we closed Ipreo on August 2nd. And as a result, our Q3 results include a one-month stub period for Ipreo, which contributed in line with our expectations with approximately $25 million of revenue and $6 million of adjusted EBITDA. Relative to Q3, we were pleased with the continuation of positive revenue and profit trends from the first half of the year. Our Q3 organic revenue growth was 7% normalized for the BPVC impact and included stable recurring organic growth of 7% and normalized non-recurring organic growth of 6%. Looking at segment performance. Transportation revenue growth was 16%, including 9% organic and 7% acquisitive. Organic revenue growth was comprised of 10% recurring and 6% non-recurring. As expected, our non-recurring growth was lower than prior quarter as our recall business did moderate to a more normalized level. Resources revenue growth was 5% and organic revenue growth was also 5%. Organic revenue growth was comprised of 4% recurring and 8% non-recurring. Recurring organic growth was led by our chemicals, PGCR and downstream pricing businesses. Upstream revenue increased 3% on a year-over-year basis. Our Q3 annual contract value across the entire Resources segment including OPIS was $726 million which was up $17 million versus beginning of year ACV. We continue to track in line with our low to mid-single-digit ACV growth expectation for the year. Non-recurring revenue growth remained strong due to improved consulting and software performance. Normalized CMS organic revenue growth excluding prior year BPVC was 4%, including recurring organic of 3% and normalized non-recurring organic of 13%. Financial Services revenue growth was 16%, including 8% organic and 8% acquisitive. Information organic growth was 6% with strong performance across the indices, pricing and valuation services. Processing organic growth was 5% led by our derivatives processing of 7% and loan processing of 3%. Solutions organic revenue growth was 12% led by analytics, regulatory and compliance solutions and continued growth in our WSO loan management and enterprise data management offerings. We expect Financial Services organic growth to moderate in Q4 with continued strength and information and solutions offset by a challenging year-over-year comparison in our processing business. Turning now to profits and margins, adjusted EBITDA was $391 million, including a $6 million contribution from Ipreo. Adjusted EBITDA growth was 11% versus prior year. Our adjusted EBITDA margin was 39%, up 25 basis points on a reported basis and up 60 basis points normalized for FX and Ipreo. Regarding segment profitability, Transportation’s adjusted EBITDA was $128 million with margin of 43.1%, an increase of 30 basis points. Financial Services adjusted EBITDA was $156 million with a margin of 44%, a decrease of 100 basis points. Excluding Ipreo, Financial Services adjusted EBITDA margin was 45.4%, an increase of 40 basis points. Resources adjusted EBITDA was $85 million which was $3 million lower than prior year due to continued investment in the segment. CMS adjusted EBITDA was $30 million, down $2 million versus prior year with a margin of 22% due to higher royalty expense. Adjusted EPS was $0.58 per diluted share, up 2% versus prior year. Prior year adjusted EPS benefited by $0.07 from a favorable tax benefit. Our adjusted EPS includes an adjusted tax rate of 19% in line with our full year adjusted tax rate guidance of 18% to 20%. Our GAAP tax rate was 7%. On a full year basis, we expect a negative GAAP tax rate due primarily to the estimated $136 million net benefit from one-time items associated with US tax reform which were recorded in Q1. Q3 free cash flow was $293 million. Our trailing 12 month free cash flow improved to $938 million and represented a conversion rate of 62%. Excluding acquisition-related costs, conversion was 68%. We continue to see solid trends in our cash conversion. Our quarter-end debt balance was $6.06 billion, which represented a gross leverage ratio of approximately 3.5 times on a bank covenant basis and we closed the quarter with a $154 million of cash. As discussed on the Ipreo acquisition call, on a business as usual basis, we expect to delever below 3 times by Q3 2019. In the quarter, we completed $1.25 billion of public debt financing, including $750 million of 10-year bonds at a 4.75% coupon rate, and $500 million of 5-year bonds at 4.125% coupon rate. Our quarter-end fixed debt as a percent of total debt is 61%. The fixed debt portion of our capital structure will increase as we delever and leverage moves back to our target leverage range. Our Q3 weighted average diluted share count was 405 million shares. We've suspended our share buyback until we return to our target leverage range of 2 to 3 times. Year-to-date, we have executed $758 million of share repurchases and have repurchased 16 million shares at an average price of $47.34. Regarding acquisitions, AMM continues to perform well with current year growth of 40% that has delivered lower than our original plan due in part to a delay of Conquest which we'll now launch in Q4. Because of this, we expect AMM financials to lag behind original plan. As a result, in Q3, we've reduced the estimate for AMM acquisition-related performance-based compensation for the future purchase price of the remaining 22% interest in AMM. This is a forward-based calculation that can be adjusted up or down based on actual or future performance. In terms of guidance, we are updating our prior ranges for revenue and adjusted EBITDA to reflect tightening of the ranges with modest increase to high-end of prior ranges and also to include Ipreo for the four month stub period. We are also updating adjusted EPS to the mid to high-end of prior range due to overperformance of adjusted EBITDA offset by slight dilution from Ipreo. The guidance provides for
Lance Uggla:
Thanks, Todd. We continue to execute very well, accomplished a lot in the quarter and have set ourselves up to deliver a very strong year of financial results. We look forward to broaden you our 2019 outlook early in November. Operator, we’re ready to open the lines for Q&A.
Operator:
Thank you. [Operator Instructions]. And our first question comes from Jeff Meuler from Baird. Your line is open.
Jeff Meuler:
Just maybe a little bit more on MarkitSERV, because I think where you left us it sounded like there was a pretty robust process going on and it sounded maybe there’s more than just the price of the transaction. So could you just maybe go into more detail, I think there was a comment about like [reaching][ph] some sort of commercial relationship after closing the transaction. So I guess what part of MarkitSERV did you kind of need to continue to drive data from or whatever that comment was? And then to the extent to which that Markit maybe consolidating, I heard that you are going to continue to invest but if you’re not going to be a seller at this time, does that mean that you’re likely to be an acquirer in that space?
Lance Uggla:
Okay. Those are -- that’s a good broad question. So I’ll give it -- I’ll try to hit all those points. So first off, I think in putting MarkitSERV up for sale, our belief is that the post trade derivatives processing arena should be consolidated. And there’s three or four strategic assets in the marketplace globally and we saw an opportunity for either private capital or one of the strategic to take the lead to do that consolidation. And we thought that in that we could sell MarkitSERV at a sufficient value level to participate properly in that consolidation. We didn’t find that strategic buyer or the private equity buyer that asked the value proposition that we wanted for our asset to minimize any dilution would be -- was possible to reach. And so, we thought about it in a very disciplined way and felt that the best way -- and even in the quarter, we had a 7% derivatives processing growth. So giving us more belief that our asset was at the kind of baseline after many years of declining revenues, we felt that we’re at a baseline and the asset value should represent both participation in a consolidation and to a fair value for the EBITDA that the asset generates. So in not achieving that, we decided to keep the asset. And therefore, what does that mean going forward? We don’t see ourselves being highly acquisitive within derivatives processing. But we do think we made a loud statement to the marketplace that there’s opportunities for the strategic consolidation of certain assets. And if some of the strategic market participants wish to discuss or participate in those types of activities, we’re going to be open to do that. But we’re also quite open to manage the asset. We’re a key strategic market participant. We have valued customer relationships and we’re -- we’ll be in a good position to continue to offer the services we do. The last piece was the commercial arrangements. Within the Financial Services structure of IHS Markit, we do have some analytic products around FRTB for one where the MarkitSERV product offering and our FRTB analytic offering come together where customers see that can better allow them to model out their risk factors to support those risk calculations. Next question?
Operator:
Thank you. Our next question comes from Peter Appert from Piper Jaffray. Your line is open.
Peter Appert:
Thanks. Good morning, Lance. Just sticking on MarkitSERV for a sec. Given you won't get the liquidity associated with selling and I'm wondering how this impacts the timing of a resumption of buybacks. I'm thinking that maybe we will not be able to get to the $500 million next year? And then related to that should we assume that the appetite for M&A is diminished here on the near-term basis, again in the context with leverage?
Lance Uggla:
Okay, so I'll talk and I'll hand it to Todd just in terms of the leverage numbers. Clearly at 3.5 times lever we need to delever first. I believe, Todd said that our delevering back into the 2 to 3 times range can happen in Q3. And our goal, once we delever is that we will on an annual basis buy back 500 million approximately of our stock each year. In terms of M&A, I think that we’ve spent a lot of time for two years on less M&A and more organic growth. And I think that we found a good balance and pace within the firm. I think the organic numbers support our forward growth path regardless of M&A activities. But once we delever, we get back to our capital plans in terms of buybacks, we will look at bolt-on acquisitions as we were doing before. Todd you want to add?
Todd Hyatt:
So you know, Peter, we continue to drive good strong cash. We're confident in the ability to get below the 3 times into our target leverage range by Q3 of next year. We'll provide the specific 2019 guidance in November. But I think there's a path to get toward the $500 million buyback in 2019, but certainly it will be very back-end loaded.
Lance Uggla:
Next question?
Operator:
Thank you. Our next question comes from Bill Warmington from Wells Fargo. Your line is open.
Bill Warmington:
Good morning, everyone.
Lance Uggla:
Hi, Bill.
Bill Warmington:
So a question on automotiveMastermind. You mentioned that the -- you weren't going to be paying out the -- or even had a different level of the earnout for the coming year. I wanted to ask if there'd been -- what was going on there if there had been a change in the fundamentals there. I mean, clearly, it's still highly accretive to the overall company organic revenue growth. But just wanted to ask what had changed in that?
Lance Uggla:
That's a good question. So as Todd said, we've grown the asset, in terms of its top-line growth 40% year-over-year, so we're happy with the growth of the asset but within the acquisition, and it happens a lot when we're acquiring an asset from an entrepreneur in order to complete that process, we put in a performance related piece. In this case it's 22% of the purchase. That piece of the transaction of course can move up or down based on the actual performance of the asset. So based on where we are after one year, we made an adjustment to the tag-end performance-based compensation. And that could either go up or down on a forward basis and we've -- Todd outlined that. In terms of how the Group is performing? I have to say we're extremely pleased in terms of how automotiveMastermind fits into our automotive franchise and helps us drive our forward high-single-digit growth. What we've said before is, is being on the dealer floor coupled with our Polk registration data, our CARFAX franchise and our digital marketing franchise around building of audiences, we need a presence on the dealer floor and the reason to acquire this asset and pay what we did for the asset is to ensure our presence on the dealer floor, that's been established. The piece that didn't perform as well as we wanted is there is two parts of the Mastermind forward-looking revenues. One piece is around retention of the customer and one piece is around Conquest. When we started looking at the platforms on a go forward basis, originally, we felt about building a new Conquest platform separate from the Mastermind's retention platform. But after doing our analysis, we felt that it was much better to build the two together. And therefore, we put a delay into the release of Conquest. But we feel it's much better for the dealer franchises to both have the retention model and the Conquest model built into a single database and a single service. So we pushed ourselves into a 12-month delay, that's reflected into the numbers. But nothing has changed in terms of corporate view on the fit of the asset and the go-forward performance within our automotive franchise. Next question?
Operator:
Thank you. Our next question comes from Tim McHugh from William Blair & Company. Your line is open
Tim McHugh:
Can you just elaborate a little bit more on the spending in the Resources segment and the margin drag there? I know you talked about some incremental investments. I guess how long does that period of increased investment is likely need to continue I guess as growth improves here? And what's the outlook in general I guess for the Resources margin as we think forward for the next year or two?
Lance Uggla:
Yes, I guess the way we look at all of our -- well the whole firm as well as the individual segments, the whole firm we told you go forward 5% to 7% organic growth, up from 4% to 6% with the Ipreo acquisition. We talked about and reconfirmed regularly the 100 basis points of margin. And we tell that we're going to drive double-digit earnings growth. So that's how we're managing the firm and that's what your expectations of us should be. Within the merger of IHS and Markit, we said that we were going to use our ability to drive operational efficiencies to give you the 100 basis points and anything incremental we could across that firm we wanted to -- across the firm we wanted to reinvest. Within Resources, we've seen significant opportunity in the upstream part of our business to invest in analytics, data analytics, our software offerings. We've seen some great growth year-over-year within our software offerings within our upstream energy businesses. And so the timing of that particular reporting of financial numbers to me personally it's a timing issue. I don't see anything changing in terms of our margin expansion or our growth plans into the low moving to mid-single-digits in the energy section. So yes, I don’t think there’s much to call out on that, except that those investments show up on a year-over-year basis.
Todd Hyatt:
The other one I would call out is some investment in the downstream pricing as we add additional …
Lance Uggla:
Into OPIS, yes.
Todd Hyatt:
Into OPIS as we add additional spot market pricing. But energy is, I would say, of all of the segments, it has certainly the highest level of operating leverage. And it’s an area that certainly moving forward on a long-term basis, we would expect to have opportunity to expand margin in energy. But this is the right time to put a little bit more money back into the business.
Lance Uggla:
No, great. I have to say that the team Dave and Brian working with Jonathan, Atul, Dan and they really have done a great job. We’ve got ourselves back first quarter in mid-single-digit organic revenue growth and that’s a real positive. So hats off to them, and I think they’re right on track. Next question?
Operator:
Thank you. Our next question comes from Manav Patnaik from Barclays. Your line is open.
Manav Patnaik:
Maybe you can touch on the auto business a little bit. So I guess longer term, I mean despite slowdown by automotiveMastermind in all, I guess we’re still in the same range, with the same drivers. I was just wondering if you guys hash out that outlook a little bit more?
Lance Uggla:
Right. Yes, I think, automotive division is doing exactly what we said it would do, which is high-single-digits. Occasionally, we’ve been above that. But if I look at all of the components, if you take CARFAX, CARPROOF, you take automotiveMastermind, you take our digital marketing, our automotive forecasting, our VPaC, and our Polk, our registration franchise and the audience building, all of those are -- have strong fundamentals and are well supported to deliver a forward high-single-digit growth. In this quarter, we’d called out that recall we I think recalled previously that it would moderate, it did, that probably pulled us more back into that high-single-digits rather than slightly over that. But there’s nothing within automotive in terms of the forward-looking franchise that doesn’t support a combined high-single-digit organic growth. And that’s what we’ve been saying, we continue to expect that. Next question?
Operator:
And our next question comes from Andrew Jeffrey from SunTrust. Your line is open.
Andrew Jeffrey:
Lance, I think you mentioned that you still see a little bit of reluctance perhaps by some of your upstream customers to spend or just generally had the convos on Resources' CapEx. Can you conjecture a little bit on what you think changes the demand environment? Is it a sustained higher price of oil? Is there something structural in the market? When do we get back to maybe a period of sustained higher CapEx in the Resources segment?
Lance Uggla:
Right. Well, I think, one thing that I would say in speaking to our energy customers is that I don’t think any of them are returning to the previous days in terms of the amount of CapEx and the spending levels that existed. There’s just a much more cautious and certain approach to how the energy companies are spending money on a forward basis. But higher oil prices support a CapEx spending level that you can see drifting upwards. And we do see increases in CapEx as we look forward. But I guess when you look at the current oil price, we see a whole bunch of market-based factors that are creating some uncertainty in terms of where the oil price is. You've got the Iran sanctions, you've got Permian supply challenges that are capping what can come out of the Permian at the moment. You've got a cartel that’s holding together very strongly in spite of the President's call for some lightening up in terms of supply distribution. And Venezuela, you got a whole bunch of it. And still when we look at our forecast, we look at 3% global GDP growth, and that also supports a continued strong demand. So, therefore, when you add all those things up, we're seeing a market with energy -- oil prices much higher than what we had forecast or the market had thought, but I still think the energy producers will remain cautious and will still be looking at their CapEx based off of much lower energy price. And -- but I think it bodes well for IHS Markit. It just means that projects that are looked at are certain when they start, they're going to have long-term needs from us for support. They are global. We're participating in offshore Africa and Brazil. We're very active in the Permian. North Sea is active again. So I feel our position is very well supported in terms of our mid-single-digit growth in terms of our upstream business that will be supported going forward and don't see any reason to put any risk parameters on that scenario, as we've laid out to the marketplace. But there is cautious, I think that's going to stay and there is an energy price -- oil price at the moment that based on all the market conditions I laid out is -- continues to drift higher. But that's not where we see the energy price in 12 to 24 months time, we'd see it lower. Thank you. Next question?
Operator:
Thank you. Our next question comes from George Tong from Goldman Sachs. Your line is open.
George Tong:
I'd like to dive a bit deeper into your margin outlook. Your EBITDA margins expanded 50 bps in the quarter normalized for FX and Ipreo, where you had discussed plans for elevated investment activity in your various segments. Can you elaborate on the timing and quantification of your various investments? And the potential sources of upside or downside, outside of your investment activities, your targeted 150 bps of annual margin expansion over the near-term?
Todd Hyatt:
George, I mean we're always balancing a level of investment in the business and delivery of financial commitments. We're driving good growth. We're driving a good level of profit flow through in that growth and we're also making an appropriate level of investment in the company. And if we look on a year-to-date basis normalized, we've delivered above the 100 point target for the year. And we're doing that as we're also delivering better revenue and better overall total profit growth. So we're comfortable with how the business is performing and how we're managing delivery of profit to shareholders at the same time while we're making forward investment decisions. There isn't going to be a large or lumpy item that's going to significantly change the trajectory certainly that I foresee. And you should just continue to expect more of the same.
Lance Uggla:
Thanks, Todd. Next question?
Operator:
Thank you. Our next question comes from Hamzah Mazari from Macquarie. Your line is open.
Hamzah Mazari:
Hey, good morning. My question is just mostly focused on what you're seeing regionally specifically in Europe. It seems like there has been a little bit of a slowdown there. And then any updated view on China tariffs. How that impacts your business indirectly I guess? Thank you.
Lance Uggla:
So I just came back from Asia and I have to say reading the press and reading all the rhetoric with respect to the tariffs you'd expect to feel Asia that from the markets that we're in wouldn't be that excited -- but exciting. But I have to say I felt the exact opposite. I attended the Temasek Singapore Summit. There was lots of enthusiasm for business and opportunity, but there was also a lot of talk about the general geopolitics and the impact of tariffs and a lot of discussion. I think for a company like ourselves that's information and services base has a small consulting angle to it, I think that we bring a light on markets to help people make decisions in many different environments and sometimes the market that's got some turmoil to it requires more support from experts. And IHS Markit we have 1,700 research analysts out of our 14,000, 15,000 people globally that are very specialized in a variety of market activities across energy, transportation, aerospace and defense, technology, financial markets. And if anything we see strong double-digit growth in Asia throughout this year. We expect that to continue into next year. We see that we're able to operate at 1.5 to 2 times GDP in Europe in terms of our growth and similarly in the US. And that's driving an overall mid to upper single-digit organic growth for the company. And I don't see impact of tariffs changing our growth on a forward basis. Next question?
Operator:
Thank you. Our next question comes from Jeff Silber from BMO Capital Markets. Your line is open.
Jeff Silber:
Thanks so much. I wanted to talk kind of a big picture strategy question. Now that you've completed the Ipreo acquisition decided to hold on to MarkitSERV, would it be correct to say that the Financial Services segment is probably going to continue to be the biggest part of your portfolio and an area that you're going to focus on the most?
Lance Uggla:
Not at all. I think that our focus is on the activities we do as a company. So we're highly focused on seeing the -- on participating in the forward growth dynamics of the energy market as it continues to recover. And we feel we're very well leveraged there to the upside. Automotive has consistently been driving our transportation, high-single-digits growth, our investments back into ADS and maritime and trade are supporting a continued upside into those high-single-digits and we see that continuing. And high-single-digit growth in automotive, if that continues for the next two or three years, you could easily see it pass financial markets in terms of size. And so, I think the thought that because I come from financial markets background, that’s going to be the place we focus, that’s not the case. We want to focus in all our segments and drive consistent growth as we’ve described it, high-single-digits in Transportation, mid to high now with Ipreo in financial markets, mid in -- on a forward basis in Resources and low to mid in our CMS division. And so, that’s our focus. And as we do that and we focus on our costs, we focus on our customers, we focus on our people, we increasingly feel confident in delivering that 5% to 7%, the 100 basis points and we see that mix being something that diversifies us in a different way than our peers set that are a bit more narrowly focused. Next question?
Operator:
Our next question comes from Toni Kaplan from Morgan Stanley. Your line is open.
Toni Kaplan:
Your stock comp guidance is up a little bit from the prior guide. And I’m assuming it’s because of Ipreo being included now. Could reduce remind us of your longer term strategy or philosophy around stock comp. I just wanted to see if it’s the same as sort of the way Jerre was thinking about it. And anything you can add there would be helpful?
Todd Hyatt:
Yes. So we are seeing stock comp come down post merger, right? So it was 2.62 last year and we’re going to see that number come down, so we are making progress. Certainly coming out of the merger, we had an elevated level of stock-based comp expense. The target that we’ve provided at the time of the merger was the 1.25% of outstanding shares in year one. We took that down to 1% for 2018 in terms of stock comp shares that would be issued. And we’ll expect to stay in line with that target and look for opportunities to improve that target as we move forward. But it’s basically the 1% of outstanding shares.
Lance Uggla:
Thanks Todd. Thanks, Toni. Next question?
Operator:
Our next question comes from Joseph Foresi from Cantor Fitzgerald. Your line is open.
Joseph Foresi :
So you had pretty good performance across the board here. I wondered if you could help us understand which vertical you think is seeing the strongest improvement in the demand backdrop? And then maybe just update us on the Ipreo integration and any regulation concerns there? Thanks.
Lance Uggla:
Okay. So in terms of -- well, it’s interesting because automotive or Transportation and Financial Services clearly seeing 8%, 9% organic growth are definitely as I would see them, they’re just very well diversified across the markets they operate in. And are getting a set of diversified upside that’s supporting that high-single-digit growth in both of those segments. So it'd be easy to think that that those were the divisions that were performing the best. I have to say that if I look at Resources and since the date of -- two years since merger and another six or eight months ahead of that as we got everything lined up, looking at Resources and seeing it come from where it was negative organic growth back to 5% organic growth, I'd say that that division within the IHS Markit has the best single leverage to the upside. It's got pretty much every customer in the space. It has C-suite access, it has thought leadership around CERAWeek. And Dan Yergin and his team, it has the leading position in chemicals. OPIS, a leading player in the downstream pricing and news for gas, for coal, for chemicals, we’re competing square on with the Argus and Platts, great single-digit growth. We've got a growing PGCR franchise that's well positioned. So when I look at Resources, I go well we're well positioned. And that 5% is a substantive achievement by the team. And I think there's continued upside. When I then go to CMS, it's interesting CMS, we got three businesses and CMS. One we provide economic and country risk. In a world with geopolitics and tariffs and all sorts of tensions, providing economic and country risk forecasts, I think is a good position, and that should bode for mid-single-digit growth, or low to mid-single-digits. Our TMT business under Ian Weightman, it’s world class, the things we do are outstanding. And if you compare us there to other technology benchmarking and providers, you should expect mid to upper single-digits in terms of TMT, and Ian is bringing us back into that fold. And then you've got our big product design business which has been dragged a bit by increasing royalties, we do distribute for others. We don't set the royalty payments. We negotiate them and that's dragged our earnings there. But you have to think of a world with 3% GDP growth, you should expect engineering and projects around the world to be buoyant. And therefore, I think we're well positioned. So I take the CMS and I look at that as low to mid-single-digits. When you look at all of that, I'm proud of the performance of all the divisions. They've all done a substantive job. It's great that Transportation and Financial Services are dragging this up above mid-single-digits. But at the same time to return to mid-single-digits in energy and start to get operational leverage into our CMS division and focus, I have to say that’s -- that gives us a very, very good position and bodes well going forward, as well as we do believe that with technology efficiencies and opportunity for best cost, we can continue to give you a 100 basis points each year until we get into the mid 40s. Next question?
Operator:
Thank you. [Operator Instructions]. And our next question comes from Andrew Steinerman from JP Morgan. Your line is open
Michael Cho:
This is Michael Cho for Andrew this morning, good morning.
Lance Uggla:
Hi, Michael.
Michael Cho:
Hi. I just want to touch on the Resources segment one more time. Based upon the ACV trends earlier, I was wondering what's the third quarter Resources ACV trends were year-over-year on a constant currency basis including OPIS? And there were some comments around the expectation of higher CapEx spend by oil companies. I mean is that CapEx spend you're expecting driven by oil companies expanding into new geographies?
Lance Uggla:
Yes. Do you want me to do the CapEx and you do the? The CapEx that I focused on is that it's cautious, the CapEx. But we expect continued improvements or increases in CapEx. And that's based on energy companies spending more year-over-year with respect to CapEx, which is supported by the higher energy prices. But we expect them to be cautious and careful in the allocation of those dollars. So we don't just put a trend line with the energy price and CapEx spending in a way that we'd see substantive increases in CapEx. We think they will all remain cautious and they feel that there is a lot of geopolitical factors hanging over the high energy price that we're seeing at the moment. Todd, do you want to do the ACV?
Todd Hyatt:
Yes, Eric will keep me honest here. But I believe that the first half year-to-date ACV was up $5 million or $6 million. So the Q3 was up $12 million. And if you look at the context for that $12 million and in terms of renewal base that would have been available to renew in the quarter, probably a $175 million. So a pretty good quarter when we look at the performance of the ACV growth.
Lance Uggla:
Thanks Todd. Next question?
Operator:
And I am showing no further questions from our phone lines, sir.
Lance Uggla:
Good. Well at that note, we'll wrap it up. I just want to say thank you once again to all the teams globally not just the businesses but all the shared services that support us and the great work that they're doing. And to our analysts and investors, thank you for your support.
Eric Boyer:
This call can be accessed via replay at 855-859-2056, international dial-in 404-537-3406 conference ID 4978218 beginning in about two hours running through October 2nd. In addition, the webcast will be achieved for one year on our website at www.ihsmarkit.com. Thank you and we appreciate your interest and time.
Operator:
Ladies and gentlemen, thank you for participating in today's conference. This does conclude the program. You may all disconnect. Everyone, have a wonderful day.
Executives:
Eric Boyer - Head, IR Lance Uggla - Chairman and CEO Todd Hyatt - EVP and CFO
Analysts:
Peter Appert - Piper Jaffray Jeff Meuler - Baird Bill Warmington - Wells Fargo Manav Patnaik - Barclays Andrew Jeffrey - SunTrust Andrew Steinerman - JP Morgan George Tong - Goldman Sachs Hamzah Mazari - Macquarie Alex Kramm - UBS Shlomo Rosenbaum - Stifel Jeff Silber - BMO Mike Reid - Cantor Fitzgerald Toni Kaplan - Morgan Stanley David Ridley-Lane - Bank of America Trevor Romeo - William Blair
Operator:
Good day, ladies and gentlemen, and welcome to the Second Quarter 2018 IHS Markit Earnings Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session and instructions will follow at that time. [Operator Instructions] And as a reminder, today’s conference call is being recorded. I’d now like to turn the conference over to Eric Boyer, Head of Investor Relations. Please go ahead.
Eric Boyer:
Good morning and thank you for joining us for the IHS Markit Q2 2018 Earnings Conference Call. Earlier this morning, we issued our Q2 earnings press release and posted supplemental materials to the IHS Markit Investor Relations website. Our discussion on the quarter is based on non-GAAP measures or adjusted numbers, which exclude stock-based compensation, amortization of acquired intangibles and other items. IHS Markit believes non-GAAP results are useful in order to enhance understanding of our ongoing operating performance, but they are supplement to and should not be considered in isolation from or as a substitute for GAAP financial information. As a reminder, this conference call is being recorded and webcast and is the copyrighted property of IHS Markit. Any rebroadcast of this information, in whole or in part, without the prior written consent of IHS Markit is prohibited. This conference call, especially the discussion of our outlook, may contain statements about expected future events that are forward-looking and subject to risks and uncertainties. Factors that could cause actual results to differ materially from expectations can be found in IHS Markit’s filings with the SEC and on the IHS Markit website. After our prepared remarks, Lance Uggla, Chairman and CEO; and Todd Hyatt, EVP and Chief Financial Officer, will be available to take your questions. With that, it is my pleasure to turn the call over to Lance.
Lance Uggla:
Thank you, Eric. Thank you for joining us for the IHS Markit Q2 earnings call. We outperformed our expectations for the quarter and were able to continue to invest in our people, products, technology and customers for long-term profitable growth. Some key financial highlights of the quarter are, revenue of $1.008 billion, up 11% year-over-year and 8% on an organic basis, and well above the upper end of our longer term range. We experienced broad based growth across the firm and all business performed well. Adjusted EBITDA of $398 million, up 13% over the prior year and margin of 39.5%. Normalized margin expansion was 110 basis points, excluding the impact of FX and adjusted EPS of $0.61, up 17% over the prior year. Let me now provide some highlights. I’ll start with Transportation, which delivered record organic revenue growth of 14% in the quarter. Growth was driven broadly with continued strength across autos, aerospace and defense and maritime and trade businesses. Financial Services reported 7% organic growth with strength across our information and solutions businesses. Within these businesses, top performers were pricing, indices, valuation services, managed loan services, reg and compliance products, and enterprise data management offerings. CMS organic revenue growth was 4% as we continue to benefit from improving end markets and operational changes made within our product design, ECR and TMT businesses. Resources organic revenue growth was 5% as our upstream energy business continues to improve and our mid and downstream businesses remain strong. As we discussed on our Q1 call, we held our annual CERAWeek conference in the beginning of March with record attendance and revenue which contributed to strong Q2 results. We are confident in our low single digit organic revenue growth outlook for 2018. We expect sustained global GDP growth and market dynamics to support our oil price forecast in the $65 to $75 range for the remainder of the year. However, we expect CapEx spend for IOCs to remain relatively tight as companies will remain budget focused, on shoring up their balance sheets and rewarding shareholders. 2019 should see a bigger increase in CapEx. M&A update. In Q2, we also announced the acquisition of Ipreo and the planned divestiture of our MarkitSERV business. We are excited about the acquisition of Ipreo, which is compelling from both the strategic and financial perspective as it will help us shift our longer term growth curve higher and expand our addressable markets with limited incremental risk. Strategically, we know the Ipreo business well and it is highly complementary to our existing financial service business, which we believe limits the risk. Ipreo will increase the size of our addressable markets including our presence in the primary and secondary capital markets as well as the alternative sector, a large and underpenetrated market with long-term double-digit growth prospects. Financially, Ipreo has been a strong double-digit revenue grower and is expected to be accretive to our organic growth, allowing us to increase our long-term company goal from 4% to 6% up to 5% to 7%. The acquisition is also expected to be modestly accretive to our earnings in 2019 and will ramp from there. As we said on our Ipreo acquisition call, we are confident in our ability to deliver to Ipreo financial commitments and have multiple levers to ensure this happens including revenue growth from known market expansions, growth initiatives and revenue and cost synergies. Finally, the sale process for our MarkitSERV business has kicked off in earnest. And we expect a robust process, given the early indications of interest. We expect to announce the sale in Q4. And with that, I’ll turn the call over to Todd.
Todd Hyatt:
Thank you, Lance. We were pleased with Q2 revenue and the continuation of positive trends from the back half of last year. Organic revenue growth of 8% was above the upper end of our long-term range due to organic recurring revenue growth of 6% and outsized growth of 15% in our non-recurring businesses due in large part to strong growth in our events [ph] and our automotive recall offerings. Looking at segment performance. Transportation revenue growth was 22%, including 14% organic, 7% acquisitive and 2% FX. Organic revenue growth was comprised of 12% recurring and 19% non-recurring. Non-recurring growth was driven primarily by our automotive recall offerings, and our annual maritime event. For the remainder of the year, we continue to expect high single digit organic growth in our recurring revenue offerings but expect lower non-recurring growth. Resources revenue growth was 6% including 5% organic and 1% FX. Organic revenue growth was comprised of 3% recurring and 14% non-recurring. Recurring organic growth was driven by our chemicals PGCR and downstream pricing businesses. Upstream revenue was flat on a year-over-year basis. Our Q2 ACV across the entire Resources segment including OPIS was $714 million, which was up $5 million versus beginning of year sub-base. We continue to expect low to mid single digit sub-base growth for the year. Non-recurring organic growth was driven primarily by record revenue from our annual CERAWeek event. CMS revenue growth was 6% including 4% organic, 1% acquisitive and 2% FX. Organic revenue growth was comprised of 3% recurring and 10% non-recurring. All of our CMS business lines, product design, TMT and ECR, posted organic revenue growth in line with overall segment organic growth. We expect CMS to deliver to its low single digit growth target in 2018, but will see negative growth in Q3 due to it being an off cycle BPVC year. Financial Services revenue growth was 9%, including 7% organic and 2% FX. Information organic growth was 11% with strong performance across indices, pricing and valuation services. Processing organic revenue declined 3%. While the loan processing market continues to be strong, revenue was down due to difficult year-over-year comparisons. Derivative processing was flat. Solutions organic revenue growth was 7%, led by our regulatory and compliance solutions, and continued growth in our WSO loan management and enterprise data management offerings. We expect to perform at the high end of our longer term 4% to 6% organic growth range for the year. Turning now to profits and margins. Adjusted EBITDA was $398 million, up 13% versus prior year. Our adjusted EBITDA margin was 39.5%, up 60 basis points on a reported basis and up a 110 basis points normalized for FX. Regarding segment profitability. Transportation’s adjusted EBITDA was $125 million with margin of 42.1%, an increase of 160 basis points. Financial Services adjusted EBITDA was $156 million with margin of 46.4%, an increase of 150 basis points. Both Transportation and Financial Services margin expansion benefited from strong revenue growth. Resources adjusted EBITDA was $101 million, which was up slightly versus prior year. Resources margins 42.4%, which was down versus prior year due in part to lower margin CERAWeek revenue and a modest increase in year-over-year Resources spend. For the remainder of the year, we continue to target some investment spend in our Resources segment. CMS adjusted EBITDA was $30 million, down $2 million versus prior year with the margin of 21.5%. Adjusted EPS was $0.61 per diluted share, a $0.09 or 17% improvement over the prior year. Our adjusted EPS includes an adjusted tax rate of 19%, in line with our full-year adjusted tax rate guidance of 18% to 20%. Our GAAP tax rate was 10%. On a full-year basis, we expect a negative GAAP tax rate due primarily to the estimated $136 million net benefit from one-time items associated with U.S. tax reform, which were recorded in Q1. Q2 free cash flow was $323 million. Our trailing 12-month free cash flow improved to $851 million and represented a conversion rate of 58%. Excluding acquisition-related costs, conversion was 64%. We expect continued improvement in cash conversion throughout the remainder of the year and to be at our mid-60s target for the year. Our quarter-end debt balance was $4.5 billion, which represented a gross leverage ratio of approximately 2.7 times on a bank covenant basis and we closed the quarter with a $159 million of cash. Our fixed debt as a percent of total debt is 55%. We continue to target a minimum level of two thirds fixed rate debt by year-end. As discussed on the Ipreo acquisition call, we expect bank leverage to increase to 3.6 times at time of Ipreo close. On a business-as-usual basis, we expect to delever below 3 times by Q3 2019. The divestment of MarkitSERV will further accelerate deleveraging. We have suspended our share buyback until we return to our target leverage of 2 to 3 times. During Q2, S&P upgraded our corporate debt rating to BBB minus from BB plus. After Q2 quarter-end, we closed our investment grade bank credit facility with improved terms and conditions compared to our prior bank credit facility. We remain committed to managing the Company within our capital policy. Our Q2 weighted average diluted share count was 404 million shares. Year-to-date, we have executed $752 million of share repurchases and have repurchased 15.9 million shares at an average price of $47.30. In terms of guidance, we are reaffirming our 2018 guidance from our March 27 earnings call but are increasing revenue by $25 million to reflect the strong Q2 organic revenue performance. For the year, we continue to expect $35 million revenue benefit from FX. The guidance provides for revenue of 3.85 to $3.9 billion with an increase in organic growth guidance to 5 to 6%. We expect solid revenue delivery in the second half of the year but also expect revenue growth to moderate due to more challenging year-over-year comparisons and lower non-recurring revenue growth. We also expect adjusted EBITDA to be at the upper end of our current range of 1.5 to $1.525 billion. Margin will be negatively impacted by approximately 35 basis points from FX but we expect to deliver our 100 basis-point margin expansion target normalized for FX. Relative to items below adjusted EBITDA, we expect interest expense to be slightly above the top-end of the range but expect all other items to be within the current guidance range. We expect adjusted EPS of $2.23 to $2.27. The current guidance does not include Ipreo. We expect to remain within the current adjusted EPS guidance range, post Ipreo close. We had a good first half of the year and are focused on delivering the shareholders commitments we made at the beginning of the year while continuing to invest in the business to drive long-term growth. We look forward to providing further updates as the year progresses. And with that, I will turn the call back over to Lance.
Lance Uggla:
Okay. Thanks, Todd. I’d like to acknowledge all of our teams around the world who collectively accomplished a lot in the quarter. We delivered strong results. We also announced the acquisition of Ipreo and the intent to sell our MarkitSERV business. We exited the first half of the year with good momentum and are set up well to meet our full-year commitments. Operator, we’re ready to open the lines for Q&A.
Operator:
Thank you. [Operator Instructions] And our first question comes from the line of Peter Appert of Piper Jaffray. Your line is now open.
Peter Appert:
Thank you. Good morning. The Transportation performance has been particularly impressive here over the last bunch of quarters. So, I was hoping Todd or Lance, if you could just maybe unpack a little bit the drivers of the revenue growth, your confidence and the sustainability of it. And in particular, the margin performance relative to the guidance you’d given earlier about potential dilution from the autoMastermind transaction. How are you driving the margin improvement?
Lance Uggla:
Okay. So, I think, in the case of transportation, margin improvements coming from strong revenue growth. We are across the firm, very focused on the cost side as well, but we’re starting to invest and make sure that we can maintain the higher end of our growth ranges. I think with Transportation, we feel we’re very well set up now for long-term high single digit growth with a very broad, diversified set of revenue drivers coming from VPaC, recall, digital marketing, CARFAX, CARPROOF, extensions into the new markets that we’ve been focused on. And Masterminds is a piece of that puzzle. And together, we think our automotive and transportation assets can continue in a diversified way to give us high single digit growth longer term. So, I guess if you looked at this quarter, we’d say, it’s a quarter that outperformed. I don’t know if Todd, you want to add to that.
Todd Hyatt:
Yes. Couple of things I would add. I mean, this is the five-year anniversary shortly of Polk acquisition. And so, this performance has actually been delivered for I think five years. And there is strong business model, strong teams, and strong market position. And what we see as continued new product opportunity, continued analytics. And we expect those things will drive the forward growth. In terms of margin, this is an area that we have invested in, we’ll continue to invest at some level, but we’re driving strong margins, and we’ll continue to see margin expand as we move forward, but a lot of things working well in Transport. The one thing I would call out. It’s very heavy quarter for recall. And we do expect to see the non-recurring come down a bit in the second half of the year. Recurring will still stay very high -- high single digit range, but you should be aware of that. And we do expect non-recurring to come down from the levels that we saw in the first half of the year.
Operator:
Thank you. And our next question comes from Jeff Meuler of Baird. Your line is now open.
Jeff Meuler:
Yes. Thank you. So, good quarter overall. Just on the Resources margin, you guys did a great job there in the tough revenue environment. How are you thinking about as the environment starts to recover the level of investment that’s required. Should Resources margins remain under pressure? And then, I guess, just as a related question on the consolidated margin. Are you planning to continue to invest the -- reinvest the upside and deliver to the 100 basis points or as you have upsized margin expansion at Ipreo and automotiveMastermind and other drivers, would you potentially let more margin expansion on the 100 basis points flow through? Thank you.
Lance Uggla:
Let me start and then, Todd will add to that. So, I guess, on a 100 basis points, our view is that IHS Markit as a whole should be able to consistently expand margin. And our first target is that we get to mid-40s. And mid-40s to me sounds like 44 to 46. And we’re some 4 percentage points away from the bottom end of that. But we think we have a reasonable number of levers across the group to drive 100 basis points of margin expansion. And we believe that a mid-40s is the right target for us as a firm. So, we are going to manage to deliver that for our shareholders. We’d made that statement loud and clear in our last Investor Day, some 18 months ago. And we build our strategy around that. We also have told you that we’re going to drive 4% to 6% revenue growth. At 4%, we think, we can get the 100. It gets tougher -- sorry, it’s tougher at 4, easier as you push towards 6. And with Ipreo, we’ve said that we’ll move our long-term revenue growth to 5 to 7, so, up a point from 4 to 6. And again, the 100 basis points margin, it will be harder at 5 and easier at 7. But, we’re committed to the mid-40s target. We’re going to be focused on delivering that over the next 3, 4 years. And we feel, we’ve got ample levers to do so. And right now, we’ve got strong global economies around all of our marketplaces. And it’s up to us to take that -- to show up for that global growth and then expand and compete to take additional share. And that makes the whole margin delivery obviously easier, when you’re performing at the upper end of your revenue range. Todd, do you want to add?
Todd Hyatt:
Yes. The thing I would add specific to Resources, I would be careful when you look at an individual quarter margin about getting too fixated on a number, because you can have certainly a little bit of noise inside of any given quarter. What we see in Resources is this 42% margin level, a little bit more spend in Resources. You have business where we were really managing cost very tightly during the downturn, and as we’ve seen a stabilization in the market, we’ve had a bit of forward spend. But, we see that as really an opportunity to ensure that we continue to drive good forward revenue growth and take advantage of an improving market. So, we’re very comfortable with the way the Resources business is currently being managed.
Operator:
Our next question comes from Bill Warmington of Wells Fargo. Your line is now open.
Bill Warmington:
So, question for you on the Resources business. The recurring revenue growth remained stable at 3% despite a more difficult comp and the ACV continues to grow. Looking into third quarter, fourth quarter, the comps continue to get progressively tougher. Do you think you can maintain that 3% type growth or better on the Resources recurring, heading into the second half?
Lance Uggla:
Yes. I think that we’re confident with the low single digit growth across Resources and see ourselves delivering into that for the year? Todd, do you want to add anything?
Todd Hyatt:
Yes, just about how the business is performing. We do expect the sub base to prove a bit in the second half of the year, but low single digit is the place to be for 2018 in terms of reported revenue.
Lance Uggla:
We do see the large IOCs want to look after their balance sheets, looks after their shareholders; we see that as a key piece of the strategy around Resources for this year and leading into more CapEx spending into 2019, which will bode well for the division.
Operator:
Thank you. And our next question comes from Manav Patnaik of Barclays. Your line is now open.
Manav Patnaik:
Yes. Hi. Good morning, guys. So, I just had a question on thinking about your M&A strategy. I mean, I think at the Investor Day, 18 months ago or so, as you noted, I think the talk was a smaller deal than -- of what Ipreo was the size going forward. Is that opportunistic, is that a pipeline, just curious how you guys think about that?
Lance Uggla:
No. I think we said when we did the Ipreo deal that it was somewhat outside of -- if you looked at the normal course of business, our view with that would have not been a tuck-in $500 million or less acquisition. It was larger and outside of that guidance. But when we looked at the combination of a MarkitSERV divestiture, coupled with Ipreo acquisition, we felt that that combination would allow for us to shift our financial markets growth curve up a couple of percentage points from 4 to 6, to 6 to 8. It would do that in a way that expanded addressable markets into the big alternative space, which we see as a long-term growth driver and the combination of those two we could execute with limited risk to our forward financial plans but change our outcomes forward in a very positive way longer term. So, I think you should see us now retrenching back into that strategy, well, first to delever and then second to move back in smaller tuck-in $500 million or smaller type acquisitions. So, that’s where we’re at.
Operator:
Thank you. And our next question comes from Andrew Jeffrey of SunTrust. Your line is now open.
Andrew Jeffrey:
Hey, guys. Good morning. Thank you for taking the questions. Lance, can you discuss a little bit what you think happens in the transport business, especially in auto, in more of a restricted global trade environment? Are higher tariffs potentially a demand drive for you? And to the extent that for example there are tariffs implemented on European vehicles, in particular, does that mean that your used business gets a boost? Just kind of trying to think through the potential outcomes.
Lance Uggla:
So, I think one of things I’ve learned post merger about our automotive business is that it is very diversified, first across used and new car sales. So, that’s a good thing. That gives us a diversified set of revenue drivers. The second thing is, is that the markets that we’re in, the addressable markets in the different areas of our automotive franchise are ones that are large and have opportunity for continued expansion. So, let’s walk through a couple of those. So, if you go to first of all, we help the OEMs do their forecasting. That’s subscription based business. They use our data. And regardless of the market environment we’re in, they’re still forecasting and they’re still taking those subscriptions, and our teams are still helping them. And that’s on a global basis. And we have price within that offering in terms of some growth. And of course, we have world class teams that help our -- help the OEMs do their job. And therefore, we see the strength in that part of our business. That’s something that’s very consistent regardless of the market environment and the global trade flows of automotive vehicles. The second thing is, is we also see growth in automotive in China, in India, in emerging markets where the vehicle count per household is way lower than the developed economies. And so, we’re starting to see nice growth for our offerings in those markets as well. Those are all subscription-based and aren’t being pushed up or down by general trade flows. The second thing we do is we play into the digital marketing. So that’s targeted marketing, television; targeted marketing, social media; targeted marketing into gaming devices. And in that market, it really is a big billions of dollars per annum spend that’s now shifting to a targeted market environment. And we’ve seen excellent growth across digital marketing over the past years. And regardless of all -- some of the changes and challenges around customer confidentiality, we still see where there is an opportunity to place a targeted add to a qualified recipient, that’s growth versus general, broad sheet, paper based advertising. So, we see that continuing and we see a big addressable market. And the stats suggests that’s got growth forward. We also use our Polk data to help OEMs with reporting on their emissions, outputs of their fleet. And that again is subscription based. We’re good at it; we have a competitive edge with our data; it’s subscription-based, it’s business that we see regardless of whether there is -- whatever the volume of automotive sales into the fleet, that calculation still needs to be done regardless, and it’s not done on a per car basis. We also have in that automotive segment CARFAX. CARFAX, which is world leader, U.S. leader, with CARFAX, we’ve rebranded CARPROOF to CARFAX Canada, leading in Canada. And we’re expanding CARFAX into Europe. And here, the vehicle history report is the first piece that created our community, but we’re now leveraging that into used car sales, insurance, banking. We’re now looking at the service lane opportunity which is a big market. And we really do have some really great assets. And when you combine that with our recent acquisitions of Masterminds, you really do have a complete automotive footprint. So, that’s a big answer. Basically, what I’m saying is we’re confident in the high single digit growth, long-term diversified set of drivers. We believe, we’ll continue to drive those numbers regardless of the global trade, potential for tariffs, some of the raw material tariffs that might come about. We feel our services are well-diversified and would play through that. Thank you.
Operator:
Our next question comes from Andrew Steinerman of JP Morgan. Your line is now open.
Andrew Steinerman:
Hi. Todd, I know Resources ACV includes OPIS in the second quarter as it did in the first. And so, when you look at ACV of $714 million, how does that look year-over-year? And could you describe how the second half has to come together to get to the low to mid single digits of sub-base growth for the year?
Lance Uggla:
Yes. Andrew, we do expect to see some acceleration in ACV growth in the second half of the year. And we did see the ACV strength last year as well in the second half. I think, in terms of the growth rate, we’re running at an ACV growth rate that’s -- if we fully normalize FX-adjusted probably around 2%, we don’t expect a big revenue lift in recurring subscription in the back half of the year. We understand the deferred revenue model and we expect some improvement as we move into 2019. But, we expect the recurring sub to be in the low single digit with some improving sub-base in back half for the year. And we’re forecasting a low to possibly mid single digit sub-base when we get to year-end.
Operator:
And our next question comes from George Tong of Goldman Sachs. Your line is now open.
George Tong:
Can you talk about how market revenue synergies are progressing versus your $100 million target to the end of 2019 and in which areas you’re seeing the most benefits?
Lance Uggla:
Thanks, George. So, I’ll take that, start, and then Todd can add if I leave anything off. So, the first thing I would say is that the -- we’re well-oiled machine now in terms of focusing on synergies. And our account management across financial markets has a very strong working relationship with all aspects of our -- of the legacy IHS product groups ranging from TMT, aerospace & defense, maritime, upstream, chemicals and the automotive franchises. And they really are doing a great job at building pipeline and converting that into revenue synergies. And we exited last year at a run rate of somewhere around 12 million, 13 million, and we said that we would exit this year at 35 million. And I think I’ve reconfirmed that 35 million twice. And I still feel confident that the 35 million is the correct number for this year. So that’s all good on revenue synergies. And we’re talking hundreds of executed opportunities, not 10 or 20. So, it’s a lot of small 10, 20, 50, $100 million opportunities where we’re taking information, insights and research from legacy IHS and selling into hungry financial market that’s looking for information to make decisions. The second piece that’s been surprisingly exciting is where we took financial market data management software. We put a team on it for the first six or so months to build data management for an energy company to manage energy related data assets within the Company. And we’ve now moved through ten sales, nice pipeline. And these are chunkier, 300, 500, $750,000 opportunities. And that’s leveraging data management software we created for financial markets and brought it into the activities of an energy company. We also had a record CERAWeek this year. And the CERAWeek this year, how it differed from other years, is it how the combination of financial market participants, technology, mobility, so that’s the intersection of automotive with energy, and of course it’s the world’s leading flagship energy conference. So, what we’re doing with that is we’re bringing the strength of the entire company to bear around the perimeter of that conference, which is driving some very interesting revenue synergies as well. And we see that growing as we look forward. So, all-in-all, I can say we delivered the first year revenue synergies, we’re going to deliver the second year revenue synergies. And at the end of this year, I’m going to have to give you the outlook of the 35 growing to a 100, which is clearly a bigger step up that as we come into the fourth quarter, we’ll look at what did we do in fourth quarter. And for running at 15 million for the quarter, I guess, I’ll feel really confident in the 100 million but we’ve got two quarters to figure that one out. But for now, I think the teams have done a world class job and revenue synergies have been a pleasant and a continued upside.
Operator:
Thank you. And our next question comes from Hamzah Mazari of Macquarie. Your line is now open.
Hamzah Mazari:
Good morning. Thank you. Lance, I was hoping you could speak to how you think about sustainability of Ipreo’s growth profile. Specifically, I guess, what we’re looking for is how cyclical is that business. I know you’ve highlighted sort of 68% fixed reoccurring revenue but just curious how to think about cyclicality of that revenue base? Thank you.
Lance Uggla:
Okay. So, they have a capital markets business that definitely does well when issuance is higher. But you really need to break that down into munis, corporates, loans, and break it down into different asset classes. And there is -- if you look at the muni market, it’s a pretty steady marketplace and one where you can forecast it very well. But, if you then go on to the fixed income or the corporate side, of course you can have some market volatility. But, as rates initially first start to rise, I think that generally bodes well for issuances, people look to get themselves, put into the marketplace at a reasonable debt level or interest rate level. I also think that interest rates in our economy are being managed in a way that is allowing for a slow and steady, careful set of interest rate rises. And I think that bodes well for some consistency. But there is a little bit of volatility around that and we’ll take that within the forward plans. And we think that the combination of the overall Ipreo business will be well-positioned to hit its revenue forecast. What I like a lot though about the forward growth plans of Ipreo, which I think play very well in all market conditions is the fact that the combination of the Ipreo, iLEVEL assets in and around the alternative market, which is about a $10 trillion market, there is about $1.7 trillion of dry powder to be invested in that market. And that market is expected to more than double in size over the coming years. And that market, like many others that HIS Markit has developed transparency, reporting, pricing tools, valuation tools in. So, if you look at what we did in the loan market, it’s 5 to 10 years of steady double-digit growth as we built the tools to support the leverage loan market. I see the same opportunity in that alternative space. And I think that’s the most important piece of the growth parameters of the Ipreo acquisition. And then, finally, the investor relations platform of Ipreo is world class. It’s best-in-class in the marketplace. The corporates need that regardless of the market environment. And I think our 50,000 corporate relationships can be married to that product in a way that in our IR platform that’s important to a CFO or CEO to see their shareholding base, we will be able to enhance that platform with some of our key product that will be important to that CFO or CEO purchasing managers indices, credit default swap spreads of themselves and peers, short interest in their stock. We have a whole bunch of really unique datasets that we think will bode well to put either revenue upsell or making our products sticky vis-à-vis the competitors. So I think we’ve got multiple levers. And across that we’ll deliver well to the plans we laid out. Todd?
Todd Hyatt:
Lance, the other thing I would add is that with the exception of the municipal bonds, these are not fully penetrated asset classes in capital markets. So, there is opportunity from a market perspective to drive a greater level of penetration. There are regional markets that we’re stronger in and regional markets that we have opportunity to continue to grow share. There are certainly a universe of banks that we can sale more products and services to. We can add add-on products to the existing solutions, and really the trend to automated workflow solutions, and these utility services, this positions us extremely well to capitalize on those. And then, also the opportunity from the broader financial services perspective to drive revenue synergies. So, I don’t think you should look at this solely through the lens of capital markets activity and draw conclusion on ability to sustain revenue growth.
Operator:
Our next question comes from Alex Kramm of UBS. Your line is now open.
Alex Kramm:
Lance, curious, if you could give us an update on MiFID II. Particularly, as I look at, I guess Financial Services performance and information in particular, do you feel -- or can you size up the impact, the positive impact you may have seen? I mean, some of your competitors are talking about demand for reference data, best execution and so forth. So, just wondering, if you’ve seen the same thing, if you can size it up. And then, related to that, if it is a one-time step up this year as people get ready for new regulations, does it create a tough comp or headwind next year and also as maybe some of the unintended consequences kick-in? So, just some updated thoughts about the trajectory here? Thanks.
Lance Uggla:
Okay. No. Good question, Alex. I’d love to say that MiFID II has been the homerun. It’s been a steady addition of revenue to IHS Markit, but nothing stellar that I would call out. But, what I would call out is the fact that large banks, we’re seeing a lot of -- the business model of researchers providing research to the bank customers, we’re seeing a lot of those individuals exit and the volume of research from leading financial market participants to banks is going down. And the research that’s coming out of those entities is now being charged for. So, I then look at what do we have. And I think it always shocks people. If I ask them -- if I sat down with UBS and said, how many people do you have doing energy market research at a senior level, there might be a team of 10, might be a team of 5, but it probably isn’t a team of 25. If I look across IHS Markit, legacy HIS, and I ask you to tell me how many equivalent type researchers we have at IHS, I think you’d be shocked, when I tell you that there is 1,700 of those researchers. So, we have significant research and content that goes out and gets paid for by market participants, mainly corporates, some financial market participants, governments, national oil companies, automotive companies, OEMs, big technology producers, solar tech investors. We have just this huge depth of research. It’s like a fire hose of research. But, when I look at it and I go how come we’re not growing 10%, 20%, 30%, 40% year-over-year into financial markets? All I can tell you is that we’re making the investments, we’re adapting the research, we’re coming up with the way to sell it and price it correctly, and we’re growing year-over-year and we’ll continue to grow year-over-year for many years. But it’s not a number that is ready to be called out, because we’ve achieved something out of the ordinary. It’s going to into our synergy number, we’ve made the investments in resources, automotive technology on an organized team to sell the data and research. And we think MiFID II bodes well for us. So, conservatively, it’s adding optimistically, it could add a lot more, but it’s not doing it yet.
Operator:
And our next question comes from Shlomo Rosenbaum of Stifel.
Shlomo Rosenbaum:
Hi. Thank you for taking my question. Hey, Lance, can you talk a little about the non-recurring revenue growth in the Resources segment. We’ve seen three quarters in a row of pretty good growth, 8% -- 10%, 8% and now 14%. Is any of this stuff precursors to stronger Resources recurring revenue growth or could you just give us a little color as to what the non-recurring sales are and is it just that they’ve been growing off of a low base or is there something that there is some momentum that’s building. Just give us some color over there?
Lance Uggla:
Right. Okay. Well, the first thing to call out is CERAWeek. So, that’s one piece of the puzzle. And that’s an excellent grower, both last year and this year and specifically in its reference quarter. The other thing I would say is as recovery and investment, higher oil prices, more projects being looked at now again, whether it is Brazil or offshore Africa, things going on in the Middle East, potential public offerings, all of a sudden the opportunity for us to take our experts in and consult to lead to subscription based revenue services is increasing. And therefore, I think that we’ll see a managed increase of that year-over-year as we look forward. But we will manage it within the context of our recurring revenues, so that that mix is well-balanced. So, it’s really market conditions positive, a little bit of professional services around software sale, so we sell the software that’s a subscription. But there is since some professional services around set up and implementation and that goes into the non-recurring bucket. So, nothing really extraordinary to call out, except that market conditions are bit better, and both the recurring and non-revenue components are moving up. And I think the non-recurring components moving up first in a bit faster makes a lot of sense to me. Todd, do you want to add anything to that?
Todd Hyatt:
No, I think that covers it.
Lance Uggla:
Okay. Thank you. Next question?
Operator:
Thank you. And our next question comes from Jeff Silber of BMO. Your line is now open.
Jeff Silber:
Thank you so much. I just wanted to go back to your guidance for the year. You raised the revenue guidance slightly; you’re not coming in at the top end of the adjusted EBITDA guidance. I know interest expense might be a little higher than we thought. But just curious why you did not change your EPS guidance? Are you just being overly conservative or is there something else we’re missing?
Lance Uggla:
Okay. I’ll pass to Todd. I think Todd did call out that we’re going to -- we’re comfortable with the upper end of our range, moved revenue up a little bit, and we’re half the way through the year with a half year ahead of us. So, I think that -- I thought that the numbers were fair. We’ve tried to give a really consistent, open view to what we’re doing post merger, and at this moment in time that’s what we feel is a appropriate level of guidance for the marketplace. Todd, you were going to add to that.
Todd Hyatt:
I think on the adjusted EBITDA -- adjusted EPS, as a I said, little bit higher interest expense. We want to accommodate Ipreo in the guidance. We see a penny there of drag at the time of that acquisition. So, that’s why you don’t have perfect symmetry between the adjusted EBITDA and adjusted EPS.
Operator:
Thank you. And our next question comes from the Joseph Foresi of Cantor Fitzgerald. Your line is now open.
MikeReid:
Hi, guys. This is Mike Reid on for Joe. I appreciate you taking our question. Just looking at the information segment, was strong again for I think the third period in a row. Could you go into a little more detail, what was driving this thing there and maybe the expectations there going forward?
Lance Uggla:
Yes. I guess, I’m always surprised the information, double digit solution, now high single digits. I could have just as easily arrived and thought those numbers could have in the other way around, and I would have been equally pleased. So, I think that our performance in financial markets is well diversified. And it happens to be that being in indices and being the world -- one or two kind of world leaders in fixed income indices. We’re showing up in a marketplace that’s growing double digits and we’re extracting our share of that and maybe expanding our share a little bit. So the teams have done a great job. Pricing, reference data, these are all markets that are also growing, and they’re growing internationally. International market participants are raising their bar and standards to global market standards. And therefore, they want independence, transparency. They want these products. And again, part of growth is showing up in growing markets. And then, the second part is actually expanding your market share and taking from competitors. I have to say that Adam and the financial markets team, they’re doing that on a consistent basis. So, information, great job. Solutions, managed by Yaacov, which includes all of our data science and analytics piece, it’s a bit lumpier. But, I have to say, they’re also doing an excellent job. And I think the combination of those coupled with our position in the loan markets bodes well for mid single digit growth. And that’s something that conservatively you can put into your models looking forward and I think will bode well. Todd, you want to add?
Todd Hyatt:
I think that’s good.
Lance Uggla:
No? That’s good. Okay, good. Next question?
Operator:
Thank you. And our next question comes from Toni Kaplan of Morgan Stanley. Your line is now open.
Toni Kaplan:
Thank you. Given that you haven’t actually closed the MarkitSERV divestiture, I know you’re looking at 4Q for that. And so, you don’t know what price it will be sold at. But, could you just give us a sense directionally if the combination of Ipreo and MarkitSERV in ‘19 could be EPS neutral, or would it most likely to be dilutive? And then, given that MarkitSERV is you’re expecting in 4Q to close the sale, would that be sort of concurrent with Ipreo, or would it be after? And so, therefore, like would you give -- hold the guidance call after Ipreo closes and then have another one when you close the disposition or how are you thinking of that?
Todd Hyatt:
Relative to Ipreo, we gave very clear numbers for 2019, 370 of revenue, $115 million of adjusted EBITDA and said that it was modestly accretive. So that’s Ipreo. Relative to MarkitSERV, we haven’t provide -- we provided a view of the size of MarkitSERV including revenue, margin profile. We’ve -- as the process moves forward, we’ll provide more information on that. But, we haven’t talked about valuation with the MarkitSERV disposition.
Lance Uggla:
I think, one thing, we could provide, which is how is, how is the process going. The team kicked off the process, Toni, once we announced it. I think, they’ve signed between strategics and private equity, close to 30 NDAs. There’s still 5 or 6 kicking about to be completed, early indications of interest. We expect by the end of this month, beginning of next. We’ll narrow that group down. I can see with the number of strategics and the deep interest around private equity, it’s going to be a robust process and one that should deliver a fair market value. And we’d expect that we’d get this announced before our fiscal year ends. So, I think it bodes well that there’s a good process, it’s robust, there is a lots of players. And, therefore, we should be able to drive it to a reasonable conclusion, barring any unforeseen events that we’re not aware of today. So, no, I think the team has done a great job.
Operator:
And our next question comes from David Ridley-Lane of Bank of America Merrill Lynch. Your line is now open.
David Ridley-Lane:
In the past, you’ve spoken about perhaps increasing technology spend in the near-term around cloud, information, security and so forth. Wondering if you’re towards your full run rate today, if that is plan to continue, and how that sits in your broader margin expansion framework? Thank you.
Lance Uggla:
I think as we look forward, we really are managing the Company in a way that we put out the 4% to 6% long-term revenue growth. We consistently -- we hit 6 twice; we now hit 8; and we’re operating still in that 4 to 6 and we’ve raised that to 5 to 6. And I think that that’s a good operating level for the Company. With MarkitSERV out and Ipreo in, we move that to 5 to 7. What you’re going to see us do as we look forward, we want to find all our strategic levers to give us a propensity to be at the top end of our range. And we want to manage our costs and manage our teams and our performance, so that if we come at the bottom end of our range, at the 5% level going forward, we’re still able to deliver 100 basis points margin and work our way forward to a mid-40s margin target over the coming years. Now, as we go above 5 of course, you’re going to ask us for more margins. And our job is going to determine, what additional margin should we give as we head to mid-40s versus investment in people, products, technology and customer strategy. And I think our opportunity as a firm is to manage those four investment levers, so that our teams can consistently hit the upper end of the range because a 5% with a 100 basis-point margin can deliver double digit earnings growth; 7%, we can invest; we can have a higher propensity to stay at a higher end of our range, deliver 100 basis points, deliver double digits but if it is more consistent, more firm and more long-term, that’s great for shareholders. So, our job will be the balancing act of those levers. And right at the moment, I can just say, I’m really pleased with the team that they’re consistently hitting in that 4 to 6. They beat it one quarter, that’s good but, we’re not going to brag about that because we might miss at one quarter and we’re not going to be worried about that either. So, we’re managing the Company for a long-term framework that’s great for the Company, great for the customer, good for people, great for shareholders, and that combination is exactly what IHS Markit should be doing?
Operator:
Thank you. And our next question comes from Tim McHugh of William Blair. Your line is now open.
Trevor Romeo:
Hi. This is Trevor Romeo on for Tim. Thanks for fitting me in here. Just had a quick one on the CMS margin being down almost 300 basis points year-over-year. I know it’s only one quarter but is there anything you’d call out is driving that? Thank you.
Lance Uggla:
Yes. It’s a good question because ultimately the margins are down. So, we’re starting to see revenue growth. So, first of all, where is revenue growth coming? This piece of our Company is delivering -- and I’m talking about product design here. It’s delivering engineering specs and standards that we distribute and pay royalties to market participants that are building things. So, whether it’s an airplane plant, some set of infrastructure, we’re supplying into that. So, GDP growth, global economy strong, expect revenue growth. But, the distributors and the owners of the standards have increased their royalties over time, and that’s margin suppressing. So, our view as we look at our Company and we look at product design in general is we’ve got a world class team, we’ve got engineering work bench, we’ve got Goldfire, the software around our product design driven by natural language processing. Those are all good components for growth, but they’re going to come at to handle 25% margin type levels. But, if we can grow the revenue at high single digits instead of low single digits, good business, great team, that’s what we should be doing. And within the context of the Company, I’d be more than pleased with that result. TMT which is also in that number, we expect those guys to deliver high single digits over time and we expect them to open up margin. We expect the same out of Zbyszko who runs our ECR product, get us into mid single digits, expand margins, add customers. We’ve got three great teams there, they’re all doing what they’re doing but don’t expect a lot of margin out of product design. I think that’s our last question, Eric?
Eric Boyer:
Yes. This call can be accessed via replay at 855-859-2056 or international dial-in 404 527 3406, conference ID 269 4077 beginning in about two hours and running through July 3, 2018. In addition, the webcast will be archived for one year on our website at www.ihsmarkit.com. Thank you and we appreciate your interest and time.
Operator:
Ladies and gentlemen, thank you for participating in today’s conference. This does conclude the program. You may all disconnect. Everyone have a great day.
Executives:
Eric Boyer - Head of Investor Relations Lance Uggla - Chairman and Chief Executive Officer Todd Hyatt - Executive Vice President and Chief Financial Officer
Analysts:
Peter Appert - Piper Jaffray Gary Bisbee - RBC Bill Warmington - Wells Fargo Kevin McVeigh - Deutsche Bank Manav Patnaik - Barclays Andrew Steinerman - JPMorgan Jeff Meuler - Baird Tim McHugh - William Blair Alex Kramm - UBS Henry Chien - BMO Capital Markets Equity Research Hamzah Mazari - Macquarie Capital. Joseph Foresi - Cantor Fitzgerald Toni Kaplan - Morgan Stanley Shlomo Rosenbaum - Stifel, Nicolaus & Company George Tong - Goldman Sachs David Ridley-Lane - Bank of America
Operator:
Good day, ladies and gentlemen, and welcome to the First Quarter 2018 IHS Markit Earnings Conference Call. [Operator Instructions] As a reminder, this call is being recorded. I would now like to introduce your host for today's conference, Mr. Eric Boyer, Head of Investor Relations. Please go ahead, sir.
Eric Boyer:
Good morning and thank you for joining us for the IHS Markit Q1 2018 Earnings Conference Call. Earlier this morning, we issued our Q1 earnings press and posted supplemental materials to the IHS Markit Investor Relations website. Our discussion on the quarter are based on non-GAAP measures or adjusted numbers, which exclude stock-based compensation, amortization of acquired intangibles and other items. IHS Markit believes non-GAAP results are useful in order to enhance understanding of our ongoing operating performance, but they are supplement to and should not be considered in isolation from or as a substitute for GAAP financial information. As a reminder, this conference call is being recorded and webcast and is the copyrighted property of IHS Markit. Any rebroadcast of this information, in whole or in part, without the prior written consent of IHS Markit is prohibited. This conference call, especially the discussion of our outlook, may contain statements about expected future events that are forward-looking and subject to risks and uncertainties. Factors that could cause actual results to differ materially from expectations can be found in IHS Markit's filings with the SEC and on the IHS Markit website. After our prepared remarks, Lance Uggla, Chairman and CEO; and Todd Hyatt, EVP and Chief Financial Officer, will be available to take your questions. With that, it is my pleasure to turn the call over to Lance. Lance?
Lance Uggla:
Thanks, Eric. Thank you for joining us for the IHS Markit Q1 earnings call. We are pleased with our Q1 results as we outperformed our expectations for the quarter, and we continue to invest in our people, our products, technology and customers for long-term profitable growth. Key financial highlights of the quarter
Todd Hyatt:
Thank you, Lance. Relative to Q1 financial results, revenue was $932 million, an increase of 10%, and organic revenue growth of 6%. Adjusted EBITDA was $359 million, an increase of 12%, with margin of 38.6%, up 70 basis points. And adjusted EPS was $0.53, an increase of $0.08 or 18%. Relative to revenue, we were pleased with Q1 revenue and the continuation of positive revenue trends from the back half of last year. Looking at segment performance. Transportation revenue growth was 20%, including 10% organic, 7% acquisitive, and 2% FX. Organic revenue growth was comprised of 11% recurring and 10% nonrecurring. We continue to see very strong growth in our automotive businesses and remain confident in our ability to drive high single-digit organic growth in our Transportation segment. Resources revenue growth was 4%, including 3% organic and 1% FX. Organic revenue growth was comprised of 3% recurring and 8% nonrecurring. Recurring organic growth was driven by strong growth in chemicals, PGCR and our downstream pricing businesses. Upstream revenue was flat, which was significantly improved versus prior year. Our Q1 ACV across the entire Resources segment, including OPIS, was $709 million, which was flat to comparable beginning-of-year ACV. Nonrecurring organic growth was driven primarily by strong energy software sales. CMS revenue growth was 9%, including 5% organic, 1% acquisitive and 2% FX. Organic revenue growth was comprised of 3% recurring and 21% nonrecurring. All of our CMS business lines, product design, TMT and ECR, posted improved performance in Q1. We remain confident that CMS will deliver to its low single-digit revenue growth target in 2018. Financial Services revenue growth was 8%, including 6% organic and 3% FX. Information organic growth was 9%. Our indices business continued to deliver double-digit organic revenue growth and our valuation services and bond pricing businesses also continued to deliver strong growth. Processing organic revenue declined 2% in the quarter due to lower volumes in our credit derivatives business. Solutions organic revenue growth was 6%, led by our regulatory and compliance solutions and continued growth in our WSO loan management business. Overall, we expect to deliver within our longer-term 4% to 6% organic growth range in Financial Services for 2018. Turning now to profits and margins. Adjusted EBITDA was $359 million, up 12% versus prior year. Our adjusted EBITDA margin was 38.6%, up 70 basis points. Core margin expansion normalized for FX and AMM was 220 basis points. FX impacted margin percent by 70 basis points as a weaker U.S. dollar resulted in higher revenue and offsetting higher expense in non-U.S. dollar currencies. AMM impacted margin percent by 80 basis points. Regarding segment profitability. Transportation's adjusted EBITDA was $110 million with a margin of 40.7%. Adjusted EBITDA margin was 43.9%, excluding AMM, an increase of over 390 basis points versus prior year. Resources adjusted EBITDA was $85 million with a margin of 41.4%, up 80 basis points versus prior year. CMS adjusted EBITDA was $32 million with a margin of 23.1%, up 50 basis points versus prior year. And Financial Services adjusted EBITDA was $145 million with a margin of 45.5%, up 180 basis points versus prior year. Adjusted EPS was $0.53 per diluted share, an $0.08 or 18% improvement over the prior year. Our adjusted EPS includes an adjusted tax rate of 20%, in line with our full year adjusted tax rate guidance of 18% to 20%. Our GAAP tax rate was minus 156%, due primarily to an estimated $136 million net benefit from onetime items associated with U.S. tax reform. Specifically, revaluation of our deferred tax liability of $174 million, offset somewhat by a repatriation tax liability estimate of $38 million. Q1 free cash flow was $148 million, our trailing 12-month free cash flow was $670 million and represented a conversion rate of 47%. Normalized conversion, excluding acquisition-related costs, was 53%. We expect an improvement in cash conversion throughout the remainder of the year and to be within our mid-60s target for the year. Our quarter-end debt balance was $4.3 billion, which represented a gross leverage ratio of approximately 2.6x on a bank-covenant basis. And we closed the quarter with $156 million cash. Our Q1 diluted weighted average share count was 412 million shares. We executed $249 million of share repurchases in Q1. In addition, we executed a $500 million ASR on March 1, which resulted in initial delivery of approximately 80% of ASR value or 8.5 million shares. We will receive delivery of the remaining shares upon completion of the ASR in Q2. In terms of guidance, we are reaffirming our 2018 guidance from our January 16 earnings call, further increasing revenue by $25 million to reflect favorable impact from FX. For the year, we now expect $35 million revenue benefit from FX. The guidance provides for revenue of $3.825 billion to $3.875 billion with organic growth of 4% to 5%. We expect continued solid revenue delivery throughout the year, but also expect revenue growth to moderate in the back half of the year due to more challenging year-over-year comparisons. We also expect adjusted EBITDA of $1.5 billion to $1.525 billion. Margin will be negatively impacted by approximately 35 basis points from FX, as we will report higher revenue and offsetting higher expense from FX. But we do expect to deliver our 100-basis points margin expansion target normalized for FX. We expect adjusted EPS of $2.23 to $2.27. This represents adjusted EPS growth of 9% at the midpoint. We had a good start to the year and are focused on delivering the shareholder commitments we made at the beginning of the year, while continuing to invest in the business to drive long-term growth. We look forward to providing further updates as the year progresses. And with that, I will turn the call back over to Lance.
Lance Uggla:
Thanks, Todd. I'm pleased with our start to 2018 and feel confident in our ability to achieve our financial guidance for the year due to our execution and stable to improving end markets. We'll continue to take advantage of the merger synergies and our combined scale to make incremental investments that will help us better serve our customers and to aid in consistently delivering our longer-term annual financial commitments of 4% to 6% organic revenue growth, at least 100 basis points of adjusted EBITDA margin expansion as we move to our mid-40s target and a double-digit earnings growth. Operator, we're ready to open up the lines for Q&A.
Operator:
Thank you. [Operator Instructions] Our first question is from Peter Appert of Piper Jaffray. Your line is open.
Peter Appert:
Thank you, good morning. Lance, given the very strong start to the year and the positive momentum in organic growth you're seeing across the portfolio, it feels like the 4% to 5% organic growth rate for the year might be conservative. Can you give us your thoughts on that?
Lance Uggla:
Sure, no, that's a fair question and one that we expected. But I think the – from our view, Peter, is if we go back to the merger, we did talk 0% to 2%. We hit 2%, as we said. We then talked 2% to 4%. We hit 4%. We peaked into 6% on the final quarter last year, and we've had a good, strong quarter this quarter. But I think our view is, is that it is just a quarter. We've got a full year ahead of us. If we have another good quarter like that, we'll reassess in the summer. But at the present time, we held our guidance where it was. Thank you.
Peter Appert:
Thank you.
Lance Uggla:
Next question.
Operator:
Our next question is from Gary Bisbee of RBC. Your line is open.
Gary Bisbee:
Hi, guys, good morning. I guess on the Transportation business, obviously, you continue to do very well on the top line. But can you give us any more color what's driving such strong margin expansion before AMM? Obviously, at this type of revenue, this good operating leverage, but anything else going on? And how sustainable is that level of profitability improvement? Thank you.
Todd Hyatt:
Well, I think with automotive, in particular, we've always balanced continued investment in the business and delivery of margin. And we really have built a story over the last 3 to 4 years, balancing those two items. So, it's not unusual to see margin push up a bit higher in one quarter versus another, depending on investment levels. But I think longer term, we've talked about moving all of these scaled information businesses into the high 40s range. And so, it was a strong quarter in auto, and the underlying information elements of that business provides substantial operating leverage. I mean, there wasn't – really, nothing more complicated than that, Gary.
Lance Uggla:
Thanks, Todd. Next question.
Operator:
Our next question is from Bill Warmington of Wells Fargo. Your line is open.
Bill Warmington:
Good morning everyone. So, a question for you on artificial intelligence. So, S&P Global recently spent $0.5 billion to acquire AI company, Kensho, the thought being that they were going to use it to accelerate cost efficiencies and new product development. So, I wanted to ask you to talk a little bit about how you guys are using AI and machine learning within IHS Markit? And how you're thinking about the build-versus-buy trade-offs for those capabilities? And what I'm getting at is, are you going to need to make a similar type acquisition at some point?
Lance Uggla:
Okay. Thanks, Bill. It's Lance. So, I guess the first thing is when I hear the word artificial intelligence, it's definitely probably one of the hyped buzzwords of the day and one that's impacting a lot of conversations. But if I look back in time, the types of things that we've done in terms of being an information company with a lot of operational activities, if you look back in time, a lot of cost effectiveness came from putting some of the operational jobs in the best-cost locations. But then ultimately, what we found over the last 10 years is that we could use machine learning, which you mentioned, which I'd put as the kind of lower-hanging fruit of artificial intelligence for an information company, to start to take repetitive operational processes and use computerized or computer augmentation or assistance to actually do a lot of those functions. We've been doing a lot of that for the past 10 years and have significant efficiencies around those types of operational activities. The next-level AI comes when we start to move up the food chain from there, where we actually want the machine learning to actually improve over time with built-in processes of intelligence. And that's again, as an information company, something that we spend a fair bit of time internally. And through the merger, we did put in a new role of Chief Data Science, which is another great buzzword today, but somebody that's using math and science, quantitatively led, a high use of technology, can manage operational processes and improve them with AI. And Yaacov Mutnikas, who reports to myself, is our Chief Data Scientist. And as we've said on previous calls, we have about well north of 20 proof-of-concepts, of which 5 or 6 have now moved into pilot. These are all AI-driven. Now, go a bit further up the food chain and we get into natural language processing. Here, we're using computer augmentation to help us leverage available public-based, web-based Internet content to – in a multi-language setting to take events from the World Wide Web, classify them and then insert them into our data sets. And those data sets are both in Economics & Country Risk and in our aerospace & defense, Jane's business, where we're looking to achieve operational synergies and also improved amount of content that can be explored to insert into our events catalogs. So, as a firm, we're doing a lot ourselves. We'll continue to do a lot ourselves. We haven't considered or looked at any acquisitions in that space, but Yaacov's team is now built up to be a significant team within the firm. It's part of the area we're investing in, and we think it's a lot of – the hype around AI is business as usual for IHS Markit. Next question.
Operator:
Our next question is from Kevin McVeigh of Deutsche Bank. Your line is open.
Kevin McVeigh:
Hi Lance. How are you?
Lance Uggla:
Good.
Kevin McVeigh:
So, great job leveraging the market synergies. Can you just give us a sense of kind of – is it possible to maybe calibrate the upside from the synergies and how you've enabled that from a reinvestment perspective into the business?
Lance Uggla:
Yes, so on the cost – are you talking cost or revenues?
Kevin McVeigh:
Cost.
Lance Uggla:
Yes, okay. So, on the cost side, we – when we merged, we said that we'd have a minimum $125 million. I think we also said at the end of last year that we – the $125 million was in hand, and then we also said that anything above $125 million, we'd invest back in the business. And we talked about four key categories that we felt incremental investment would lead to a higher propensity to achieve the top end of our range. And we really feel that some of those incremental investments that we've been able to put to work, some of the things just we're speaking to on Bill's question around AI and data science and data analytics, those are areas where we can leverage the overall content sets of our firm to improve our research, our insights, our valuations, et cetera. So, the $125 million was a good number, and we were able to put that to – get that in hand and any additional merger synergies put back into our business. On the revenue side, we targeted $100 million run rate at the next year's exit, 2019, and I think we had, had $10 million, $35 million, $100 million, and in fact we feel, if anything, the momentum on revenue synergies has been accelerating as we really look at – we were quite excited around CERAWeek, where we really could see the intersection of energy with financial market participants that want to finance the energy companies, with the automotive companies intersecting around mobility and the shifts in the supply of electric vehicles and autonomous vehicles, how that's going to impact energy prices, as well as demands on the power grid. That was a very interesting intersection. And then finally, the biggest intersection in the middle of all of this is technology, and of course, the Internet of Things. The leveraging of the cloud for information and distribution, the use of cheap storage and the fast analytics and much bigger chips is impacting all our business. So, we really felt IHS Markit come together around CERAWeek and it really felt like a firm-wide event, not a divisional event. Maybe next question.
Operator:
Our next question is from Manav Patnaik of Barclays. Your line is open.
Manav Patnaik:
I guess the one thing that came up to my mind when you talked about the natural language processing and web scraping, it reminded me of, I guess, the GDPR regulations that are coming through. I was just hoping you could address maybe how prepared you guys are and thoughts around that.
Lance Uggla:
Yes, that's an easy answer, Manav. We have to be prepared and we have to do an excellent job, and our teams have it in hand, and we don't foresee any challenges there. Next question.
Operator:
Our next question is from Andrew Steinerman of JPMorgan. Your line is open.
Andrew Steinerman:
Lance, we also heard those themes at CERAWeek, and I just wanted to make sure I understood. When the energy companies are talking about investing in digital technology and analytics, does that directly help the spend with IHS? Or is that a spend that they're more doing kind of internally on analytics using IHS data? And might some of the spend on technology be more with software providers Emerson or oil services company, Schlumberger?
Lance Uggla:
Yes, no, that's both really. So, we – of course, our data sets provide the fuel into analytics, so that's a positive, but we also have a large geoscience and engineering business that is made up of several software assets. Those assets have been – the primary one there, Vantage, has been working closely with our data science team to build out much more rapid scenario analysis for asset valuations, giving us a competitive edge in terms of data and analytics. So, thank you. Next question.
Operator:
Our next question is from Jeff Meuler of Baird. Your line is open.
Jeff Meuler:
Yeah, thank you. Maybe a different variation on Peter's question. So, I appreciate the consistently hitting numbers, Lance. But when you guys are calling out the tougher comps in the back half, it looks to me like that's largely, I guess, the Resources segment where the bookings are expected to continue to improve and that incrementally flows through positively to revenue over time. So, Todd or Lance, any other call-outs on where there might be headwinds or things that should weaken? Because I think Resources gets better and processing is already facing tough comps and down. So, other than maybe like CMS nonrecurring or just any other areas that you'd call out that we should be cognizant of where growth may decelerate?
Todd Hyatt:
I wouldn't say anything specific. You hit the primary one, I think, being processing. But when we look at the performance, we've seen progressively improved performance, really over the last five quarters. And so, it's certainly easier to grow at 6% when you're comparing to a 1% from the prior year. So, I think the key for us is to continue to sustain the growth level as we move into the back half of the year. And I think, aside from processing, aside from boiler code, I wouldn't call out discrete items, but it's just ensuring that we maintain that momentum as we move through the year and performing in a way that we're delivering to the expectations that we've made that are delivering a robust level of revenue and profit to the shareholders.
Lance Uggla:
Thanks Todd. Next question.
Operator:
Our next question is from Tim McHugh of William Blair. Your line is open.
Tim McHugh:
Hi, thanks. Wondering if – on CMS, you talked about improved execution and better market there. But can you elaborate, I guess, in the nonrecurring strength there, is that sustainable? I guess just on kind of the underlying trends as we look forward there?
Todd Hyatt:
Well, first, as I said, we did see improved performance in all three sub business lines in CMS, so kudos to Ian, [indiscernible] and Chad for delivering that performance. Relative to nonrecurring, we did have I believe $2 million of boiler code revenue, and we did have some software that hit in Q1 that drove a significant nonrecurring growth number. And we certainly wouldn't expect that to repeat as we move through the year. And I think the sub number was 3% for CMS, which is more indicative of what we see when we talk about a low single growth rate for that segment.
Lance Uggla:
I guess on the – adding to that on the operational side, I think Adam Kansler has been working with [indiscernible] and the team on ECR to build out a much bigger financial markets presence, and I think the team's done some great work there, and that gives them some tailwinds. Also, Ian Weightman on the TMC side, we've really taken technology and brought it up in the firm in terms of giving it a front row seat in terms of Ian leading it, reporting into Jonathan Gear. And the team there is really looking forward in extracting as much as it can out of its current products in a market that's favorable for technology. And then as Todd mentioned, Chad is doing a great job as well. So, a good shout out for all those three teams and they're working hard to be part of our growth. Next question.
Operator:
Our next question is from Alex Kramm of UBS. Your line is open.
Alex Kramm :
Hi, good morning everyone. Just wanted to dig into Resources again a little bit more. I mean, you put up 3% organically, which if I'm correct, is already at the high end of your guidance for the year. So, I guess if I think about the outlook for the rest of the year, what would it take for that number to actually continue to tick higher, in particular, on the outlook? And if it ticks higher, would we expect some of that upside potentially flowing to the bottom line? How are you thinking about it?
Lance Uggla:
I think Todd said it right. He gave me an Aristotle quote and said, "A swallow does not a summer make," and I thought that was a good start for the call. And the fact is that it's one quarter. And we merged our companies, we've been very focused on delivering what we say we're going to do and we're really pleased that we have a 3% number. Energy is a diversified division, and I think far too much focus historically just on the upstream because it had such a weight of 65%. But the fact is, is we have the world-leading chemicals team. We've got OPIS leading in pricing and news in gas. We've got a great power and gas franchise and building renewables presence. And in upstream, we're still the world's thought leaders. We've got the deepest data sets, and we have a recovering CapEx. So, hey, we're back into some low single digits, let's see how we look at the end of the next quarter, and we'll go from there. But we think that low single digits is the right price for our guide – right level for our guidance, and we're just one quarter into the year. Thanks. Next question.
Operator:
Our next question is from Jeff Silber of BMO. Your line is open.
Henry Chien :
Hi. It's Henry Chien for Jeff. Just wanted to dig into Financial Services. So, it seems like momentum has been pretty solid here. Just wondering how should we think about what could improve the organic growth rate here. Should we think about the end markets – or Financial Services markets either activity improving or profitability of the sector improving or maybe some of the synergies that you've talked in the past? Just curious how you're thinking about for the rest of the year what could tick-up improved momentum in this segment.
Lance Uggla:
Yes, it's a – there are some tough comps in Financial Services in the second half, so I think that's the Number 1 thing that puts us in a place of being conservative and cautious and making sure that we don't get ahead of ourselves. So, I think you have to look at the comps forward and go, wow, last year was a big year. So that would be my Number 1 thing I'd have on my page. Outside of that, volatility is something that financial markets like. It creates activity. So, a few of the geopolitical and kind of political posturing, tariffs, a whole bunch of things that are driving some volatility in marketplaces, make markets interesting and, therefore, more active. So that might be a tick, but a tick that I would put very cautiously as we can see with the seesaw impacts that we've been seeing to financial markets. I would say that there's a strong trend that's been going for the last many years on passive investment, and our index franchise continues. Todd called it out again today. Indices and pricing, solid performers and we've put those on the plus side. And then finally, regulation. SFTR is a trade reporting regulation our teams developed a product for to meet regulations just announced. And they signed up 32 market participants and have the leading product. So, regulation still is a little bit of a tailwind as the implementation continues to take hold. So, I think we've got constructive good markets around us, a tough comp in the second half and some political uncertainty that could put pluses or minuses. So, at this point in time, we just hold firm to the guidance we've given you. Next question.
Operator:
Our next question is from Hamzah Mazari of Macquarie Capital. Your line is open.
Hamzah Mazari:
Good morning, thank you. I was hoping you could maybe give us a sense of how sales force productivity is tracking in your system and what metrics you look at there and whether there's any room for improvement as you look out over the next few years. Thank you.
Lance Uggla:
Okay, I can see you guys aren't breaking us down on the financial side, so you're hitting us from AI, sales force productivity. Brand-new questions we haven't studied yet. So, sales force – hey, for any company, we all want to have the best sales force productivity possible. So, for us, we've broken our sales teams into account management and sales specialists. Sales specialists are commission-led so are very much self-motivated hunters, and they work within their product groups and they do an exceptional job to go out and close deals and renew deals and make sure that revenue is brought in. The addition of account managers across the firm, so we now have both financial market account managers that look for all the revenue synergies across the big financial players. We also, under Mark Rose, have – who is one of our senior energy experts, is leading account managers across corporates. And so, for us, we feel that if we cover our biggest corporate customers and financial market customers with account managers that are not led by the commission of the sales, but rather by deepening the relationship, and then organizing our sales specialists and product specialists into the account, we have a much more productive group. So, we've done that, that's been the last two years' work, and we're seeing the fruits of that and we're quite pleased with that. The second thing that gives us productivity is using technology. And so, at the base, if you want to be – go to the lowest-hanging fruit, of course, you have to have a good CRM. And when we merged, we had three. So, by fall of this year, we'll have a single CRM for all our sales teams globally. And that gives you the tools then to be more productive. More productive with the prescreening, the pipeline management, taking your sales team and products through the stages of closing, qualifying, and closing a deal and then, obviously, the renewing and managing the post sales. And for us, there's only one thing we want to do, is we want to be world class and we want to constantly improve productivity. And I think we've got all the knowledge and capability to do so, and we're working hard to make sure we set a high bar. Next question.
Operator:
Our next question is from Joseph Foresi of Cantor Fitzgerald. Your line is open.
Lance Uggla:
Joe, are you there?
Joseph Foresi:
Hello, can you hear me?
Lance Uggla:
Yes, we can hear you now.
Joseph Foresi:
I'll see if I can throw a curveball. But anything to call out from a revenue or a margin trajectory through the rest of the year? And can we get an update on the processing business? Thanks.
Todd Hyatt:
I wouldn't call out anything specifically. I mean, Q4 is our biggest quarter; Q1 is our smallest quarter. I think when you look at the ratable delivery year-over-year – the one thing I would say, this Q1, obviously, quite a bit bigger than last year Q1, but you're comparing a 1% organic grower last year to 6% organic grower this year. So, I think that probably balances out the two years a bit more. But I would expect the same seasonal dynamic. We don't have the code this year in Q3. We had it last year. From a processing perspective, the loan processing, flattish, slightly up. Derivative processing, I talked about credit was a bit of a drag. And as Lance said, I think the volatility tends to create more activity, particularly in the derivative processing. And then I think the capital markets refinancing, we'll see how the loan processing business performs this year. Last year was a very strong year, so tough comps, and that's why when we look in balance across processing, we basically have built in an expectation in the low single-digit decline.
Lance Uggla:
Thanks Todd. Next question.
Operator:
Our next question is from Toni Kaplan of Morgan Stanley. Your line is open.
Toni Kaplan:
Hi, good morning. Just looking at the past year, you've been around high 40s to low 50s free cash flow conversion rate. So, Todd, I was just hoping you could remind us of what the dynamics will be that will drive that into the mid-60s for this year.
Todd Hyatt:
Yes, I think the big thing, Toni, is we had substantial billings that occurred in Q1, and obviously, we will be collecting much of that as we move into Q2, Q3. Historically, Q2, Q3 have been our strongest cash quarters and the dynamic really follows billing patterns for the business. Expect the interest number to track in line with the guide around interest expense. Expect free – expect cash tax to be at or slightly improved to last year and then CapEx, from a guide perspective, we said would be down a bit. So those are really the big drivers of the cash flow. I think the other thing is the acquisition-related costs. As we move into future quarters, we'll see that number come down substantively as we wrap up much of the integration activity moving into the back half of the year.
Lance Uggla:
Thanks Todd. Next question.
Operator:
Our next question is from Shlomo Rosenbaum. Your line is open.
Shlomo Rosenbaum:
Hi, thank you for taking my questions. I just wanted to ask a little bit more about the ACV in Resources, and I wasn't sure I heard you correctly. I thought I heard $709 million, and I think last quarter, we talked about it being $630 million without OPIS, expecting $730 million with OPIS. And it seems like it's just lower. I don't know if there's a difference in the calculation or something's not tracking the way that you guys expected. If you can just give us a little more clarity on that.
Todd Hyatt:
No, I mean ACV is tracking as we expected. I mean we did add OPIS into the numbers and are flat in the quarter. And I think a flat performance in the quarter for us is not hugely surprising. I mean, there's some variability inside of quarterly activity, so nothing – I don't think anything from our perspective that's concerning or surprising. We still believe that we'll deliver low to mid-single-digit sub base growth for the year and that's a metric we'll continue to report on for the year. The one thing that does move the numbers around a bit, Shlomo, is FX. So, as we reset the beginning of the year, we reset it for current exchange rates. So that could be an item, but we can walk through the reconciliation with you.
Lance Uggla:
Thanks. Thanks, Shlomo. Next question.
Operator:
Our next question is from George Tong of Goldman Sachs. Your line is open.
George Tong:
Hi, thanks, good morning. Todd, you indicated a commitment to deliver 100 bps of annual EBITDA margin expansion normalized for FX. Can you discuss how much of an FX impact you expect on margins for the full-year? And whether you're open to toggling your investment activity to hit 100 bps of margin expansion after FX, especially given your strong market cost synergies to date?
Todd Hyatt:
Yes, so FX, and we've talked about this in the past, we certainly have exposure at the revenue level. As the dollar strengthens, we have less revenue. As the dollar weakens, we have more revenue. We have very equal offsetting natural hedges in expenses. And so, you saw it in the prior years where a strengthening dollar, despite the fact that it impacted revenue, it really had very little impact on profit. Now what we see is a weakening dollar. In the quarter, we saw 2% FX benefit, so call it, $18 million of additional revenue flowing through from FX. But we also have an offsetting amount of expense flowing through from FX. That's really a nonoperational item. And from our perspective, it doesn't make any sense to try to close a nonoperational item and try to over deliver the margin relative to that. So, as we think of margin delivery, we look at that on a normalized FX basis. And relative to investment, as we've said in the past, we'll balance delivery to shareholders, believe that this guidance is robust delivery of profit and we'll balance that with continued investment in the business so that we ensure that we can sustain future growth.
Lance Uggla:
Thanks Todd. Next question.
Operator:
Our next question is from David Ridley-Lane of Bank of America. Your line is open.
David Ridley-Lane:
Good morning. Just wanted to get a sense of the relative impact of higher volatility within the Financial Services segment. Is that a notable positive here in the first quarter? And then if I could sneak one in, would you have any interest in acquiring an electronic bond trading platform? According to press reports, there are several assets that are potentially up for sale. Is that an area of interest for you?
Lance Uggla:
Okay, we're not going to have any comments on any acquisitions, but we haven't engaged in any of the rumored sales that you spoke about either. The first question, with respect to volatility, it's – I don't really think in the quarter it had any major impact to us. Where volatility sometimes can impact IHS Markit in an interesting way has to be around volume-based businesses because we have a recurring business model, so whether markets are busy or slow, most of our services are demanded regardless. But where there can be impacts for volatility would be really two places. So, one, in the derivatives market, higher-volatility marketplaces usually mean the trade size is smaller and more frequent. And given we're paid per trade, that generally, on a historical basis, has worked out to be a positive. So, in tough fixed income markets where fixed income revenues were down, we found our rates processing business was improving. The second piece is that when interest rates start to rise, you see a lot of corporates wanting to extend term and lock in rates and, therefore, our loan processing business can see additional activity. And those are two places where I'd say volatility can impact and can have a – can add to a quarter in Financial Services. Outside of that, I don't think, at least in my initial thoughts here, there's any major places where there could be an impact, and we didn't see that impact in the quarter. Next question.
Operator:
Our next question is from Gary Bisbee of RBC. Your line is open.
Gary Bisbee:
Hi, just one quick follow-up, another one on margins. The Financial Services business, Lance, prior to the merger, you talked about flattish margins and there was some mix with lower-margin things, parts of the business growing more quickly than processing, which had the highest margins. And yet in the last 1.5 years, you've had consistent and very strong margin expansion in the Financial Services business. Is this just a product of the cost synergies that the company's delivered? Or there's some other drivers within the financial business that's allowed this strong leverage you've been delivering? Thank you.
Lance Uggla:
I think – well, I think two things. I think premerger, we were investing in the solutions businesses, and therefore, we were managing – we felt our margins were good, and we invested incrementally. At the time of the merger, we looked at the whole – the merger, we looked at the cost synergies and then we set a 3 to 5-year vision for the firm, and we said mid-40s. That's the home for IHS Markit and we're going to look at how do we develop our strategy to achieve a mid-40s margin across all our businesses. And of course, it comes from operational gains, which come through improving revenue, but also on the cost side, and we have a very focused best-cost strategy. We have seven significant locations, Minsk, Gdansk, Bucharest, in Eastern Europe; we have Penang in Southeast Asia; and we have Bangalore, Noida and Gurgaon, totaling 4,000 or approximately a third of our teams. And of course, that's margin enhancing and has been a great way for us to manage attrition and build our forward strategy towards the mid-40s. We also said at the time of merger that we were going to use technology to gain a competitive edge, both on product development, but if you remember, we also said that it'll be strongly supportive to us creating efficiencies and efficiencies gains. Now technology can be used to be able to operate remotely well, but it also can be used through AI and machine learning to actually become more effective on some of our operational jobs. And I think the teams across the board, every division, has a remote strategy. Every division has a long-term sight to margin. And as a firm, as a whole, we truly believe that we're marching towards mid-40s, and we're going to give you at least 100 basis points each year because we think over and above that, as stewards of the company, we should be investing in our future. And that's really important to us. I don't know, Todd, do you want to add to that?
Todd Hyatt:
No, we're good.
Lance Uggla:
No. So good. Okay, so that's it. Thanks. Next question.
Operator:
There are no further questions.
Eric Boyer:
Okay, we thank you for your interest in IHS Markit. This call can be accessed via replay at 855-859-2056 or international dial-in 404-537-3406, conference ID 1992189, beginning in about 2 hours and running through April 3, 2018. In addition, the webcast will be archived for one-year on our website at www.ihsmarkit.com. Thank you, and we appreciate your interest and time.
Lance Uggla:
Thank you.
Operator:
Ladies and gentlemen, thank you for participating in today's conference. This does conclude today's program, and you may all disconnect. Everyone, have a great day.
Operator:
Good morning, and welcome to S&P Global's Fourth Quarter and Full Year 2017 Earnings Conference Call. I'd like to inform you that this call is being recorded for broadcast. All participants are in a listen-only mode. We will open the conference to questions-and-answers after the presentation, and instructions will follow at that time. To access the webcast and slides, go to investor.spglobal.com, that is investor.spglobal.com and click on the link for the quarterly earnings webcast. [Operator Instructions] I would now like to introduce Mr. Chip Merritt, Vice President of Investor Relations for S&P Global. Sir, you may begin.
Chip Merritt:
Thank you, good morning. Thank you for joining S&P Global's earnings call. Presenting on this morning's call are Doug Peterson, President and CEO; and Ewout Steenbergen, Executive Vice President and Chief Financial Officer. This morning, we issued a news release with our fourth quarter and full year 2017 results. If you need a copy of this release and financial schedules, they can be downloaded at investor.spglobal.com. In today's earnings release and during the conference call, we're providing adjusted financial information. This information is provided to enable investors to make meaningful comparisons of the corporation's operating performance between periods and to view the corporation's business from the same perspective as managements. The earnings release contains Exhibits that reconcile the difference between the non-GAAP measures and the comparable financial measures calculated in accordance with U.S. GAAP. Before we begin, I need to provide certain cautionary remarks about forward-looking statements. Except for historical information, the matters discussed in this teleconference may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including projections, estimates, and descriptions of future events. Any such statements are based on current expectations and current economic conditions and are subject to risks and uncertainties that may cause actual results to differ materially from results anticipated in these forward-looking statements. In this regard, we direct listeners to the cautionary statements contained in our Form 10-Ks, 10-Qs, and other periodic reports filed with the U.S. Securities and Exchange Commission. I would also like to call your attention to European regulation. Any investor who has or expects to obtain ownership of 5% or more of S&P Global should give me a call to better understand the impact of this legislation on the investor and potentially the company. We are aware that we do have some media representatives with us on the call. However, this call is intended for investors, and we would ask that questions from the media be directed to Jason Feuchtwanger at 212-438-1247. At this time, I would like to turn the call over to Doug Peterson. Doug?
Douglas Peterson:
Good morning. Thank you, Chip. Welcome to the call today. S&P Global completed an exceptional year with strong fourth quarter results with every division delivering topline growth or investing in new products and enhancing productivity. I’m going to review our full year highlights and financial performance and Ewout will review the fourth quarter results for the moment. Let me begin with the full year highlights. Every division produced strong financial performance while investing in new products and productivity. We delivered impressive financial performance with 13% organic revenue growth and 29% adjusted EPS growth. We generated approximately $1.8 billion of free cash flow and returned $1.4 billion through share repurchases and dividends. We introduced a new capital management framework which includes our commitment to returning capital to our investors and late in the year, we realigned the company by installing a new integrated operating model designed to stimulate innovation and drive digital transformation. This should enable us to work together more efficiently as all of the businesses will have access to share digital infrastructure, data operations and engineering and technology. We're fortunate to have so many iconic brands and products but none are as widely recognized as the S&P 500 which celebrated its 60th anniversary in 2017 but we must continue to invest in new products and strategic partnerships to maintain a competitive edge. Some examples from 2017 include when S&P Dow Jones Indices launched the S&P Green Bond Select Index. ICE launched LNG derivative contracts which are cash settled against the Platts LNG Gulf Coast Marker. Ratings launched Green Evaluations which aim to provide investors with a more comprehensive picture of the green impact in climate risk attributes to bond. We reduced the first release of the new Market Intelligence platform to all SNL users and a beta release to our investment banking customers. And we advanced in fintech with investments in Algomi, a company that has created a bond information network. Kensho, a company that provides next-generation analytics, machine learning and data visualization versus space systems, a satellite imagery data and analytics provider, an acquisition by CRISIL Pragmatix, a data analytics company for the banking, financial services and insurance industry. Looking more closely to full year 2017 financial results, the company reported 7% revenue growth and reached 13% growth on an organic basis. The company achieved a 420 basis point improvement in adjusted operating profit margin due to strong organic revenue growth, the sale of lower margin businesses and productivity initiatives. We delivered exceptional earnings with adjusted diluted EPS of $6.89, 29% higher than in 2016. This figure includes $0.04 a share on favorable impact from ForEx and $0.28 a share favorable tax benefit related to stock-based compensation both of which Ewout will discuss in a moment. The financial success in 2017 was not an isolated event. Over the last four years, we produced a 7% compounded annual growth rate in revenue. In addition over the same timeframe, we've improved our adjusted operating profit margin by over 1200 basis points. The company has consistently grown adjusted EPS with a four year CAGR of 20%. The multiyear growth in revenue, adjusted operating profit margin, and adjusted EPS are noteworthy achievements, however we are not done. We believe there is still plenty of opportunity to improve all of these metrics. The strength of our portfolio is particularly evident on this slide as every segment delivered strong gains in organic revenue and adjusted operating profit. Keep in mind that the markets and commodities intelligence reported results were negatively impacted by the sale of several businesses. What I’d like to do now is provide color on some of the 2017 drivers of our Ratings business. This chart breaks down the components of full year 2017 global issuance but instead of depicting financial and nonfinancial issuance, this shows the split between investment-grade and high-yield. Excluding sovereign issuance which is not a major driver of our result, 2017 global issuance increased 7%. Because high-yield issuers are seldom part of the frequent issuer program, their issuance is more impactful to our revenue than other categories. So this 53% increase in high-yield issuance was a key factor in Ratings revenue growth in 2017, an 18% increase in structured finance issuance was also a strong contributor. When tracking issuance data, we always try to point out that where issuance takes place, which type of issuance, and the size of the deals makes a difference in the revenue we realize. Global issuance in the fourth quarter excluding sovereign debt increased 19% with strength across all regions. Geographically issuance in the United States increased 19% in the fourth quarter with investment-grade increasing 6%, high-yield soaring 47%, public finance increasing 39%, and structured finance increasing 12% due primarily to strength in ABS in RMBS. In Europe, issuance increased 20% in the quarter with investment-grade increasing 15%, high-yield vaulting 192%, while structured finance dropped 7%. In Asia, issuance grew 15%. The vast majority of Asian issuance however is made up of local China debt that we don't rate. Leveraged loan volumes become increasingly important to our revenue based on two factors. First, the level of issuance is increased over time, and second the percentage of loans rated has increased over time. This chart depicts both of these trends as they have played out in the U.S. and Europe. In the U.S. the percentage of loans rated increased from 57% in 2012 to 89% in 2017. In Europe the figure increased from 48% in 2012 to 73% in 2017. For all of 2017, bank loan ratings revenue increased 39% with exceptional growth earlier in the year. During the fourth quarter, bank loan revenue of $83 million contributed to the revenue growth in Ratings. In a moment, Ewout will provide more information on our fourth quarter results, but first I want to turn to our outlook for 2018, and let's start with our global economic forecasts. Our current economic outlook calls for continued global growth, in fact our expectation for 2018 is 3.8%, slightly ahead of our 2017 forecast of 3.7%. In the U.S., low unemployment continues to contribute to growth. In 2017, job gains averaged 171,000 per month. In addition, new tax cuts should accelerate business and consumer spending. After years of anemic growth, the Eurozone is experiencing a strong cyclical rebound led by Germany, the Netherlands and Spain. In China, authorities are focusing on a sustainable macro credit path or pursuing growth friendly policies. In Latin America stable commodity prices and low long-term interest rates in advanced economies have increased capital flows. Many of our businesses benefit from stronger global growth, so the expectation for improved global GDP is very encouraging. Two weeks ago Ratings issued its annual global refinancing study. This yearly study shows debt maturities for the upcoming five years. The chart on the left illustrates data from the 2017 and 2018 studies. The five-year period in 2018 study shows a $600 billion increase in the total debt maturing over the 2017 study. We use this study along with other market-based data to forecast issuance. Taking a closer look at data from the study reveals an important trend in high-yield maturity seen in the chart on the right hand side of this slide. Over the next five years, the level of high-yield debt maturing significantly increases each year which is a potential source of revenue in the coming years. In January Ratings published it's 2018 issuance forecast. This forecast provides estimates for each of the major issuance categories. Importantly, we anticipate the impact of U.S. tax reform may produce a neutral to modestly negative impact on 2018 issuance. For 2018 excluding international public finance which is not material to our results, we expect a medium decrease of approximately 1% in 2018 in overall issuance. Our forecast of a 31% decline in U.S. public finance due to tax reform will likely be off-site by increases in global structured finance and financial services. We expect a 2% decline among non-financial corporates due to some factors from the U.S. tax reform. While not depicted on this slide, 2018 U.S. leveraged loans are expected to be flat or possibly decline with fewer refinancings after completing the busiest year ever for leverage loans. In Europe, 2017 leverage loan volume was at its highest since 2007. Europe will likely also see refinancing in 2018. Although both the U.S. and Europe could experience a pickup in funding for mergers and acquisitions with private equity and corporate issuers looking to take advantage of improving economic conditions. As we begin 2018, let me share some highlights of our enterprise goals. Creating shareholder value is always a top priority but we would like to add to our strong track record in 2018. We're introducing mid single-digit organic revenue growth and adjusted diluted EPS guidance of $8.45 to $8.60. This EPS guidance includes more than $1 per share, $1 per share of expected benefit from a lower effective tax rate due to U.S. tax reform. Ewout will provide additional detail on our guidance in a moment. The core of our strategy and purpose revolves around serving markets and fulfilling the needs of our customers. Some key initiatives include increasing investments in new technologies, alternative data in ESG. We embrace data science and machine learning to drive product innovation and internal productivity. Growing ratings beyond the core through expansion of additional credit tools include ESG, Green Evaluations and Ratings360. We're leasing multiple versions of the new Market Intelligence platform and starting a methodical, thoughtful transition with S&P Capital IQ users to new platform toward the end of the year. Enhancing our Platts commercial model and simplifying our customer facing and operating platform for improved user experience and expanding index product offering in factors, smart Beta, ESG and solution-based indices. And we want to continue to deliver excellence by funding productivity initiatives and process improvements. There are countless projects underway to optimize and standardize processes using lean methodologies and automation. Executing our IT and data roadmap to enhance the quality of our offerings and drive productivity and protect our assets, data and operations. And importantly, we want to deliver these results while maintaining our commitment to compliance and risk management. Fortunately we have a strong leadership team and committed and dedicated employees around the world who strive to learn, grow and serve every day. Finally, we’ll host an Investor Day in New York City on May 24. We will issue a press release with details of the event along with an invitation RSVP as get closer to the date. Now let me turn the call over to Ewout to provide more specifics on both our business results during the quarter and our 2018 guidance. Ewout?
Ewout Steenbergen:
Thank you, Doug and good morning to everyone on the call. This morning I would like to discuss the fourth quarter results, the impact from U.S. tax reform on our results and then provide specifics on our 2018 guidance. The company finished the year with exceptional results in the fourth quarter. Revenue increased 14% with growth in every segment. Adjusted unallocated expenses increased 19% primarily due to performance related incentive compensation cost and a companywide IT project to replace our order to cash system. Adjusted operating profit increased 28% and adjusted operating profit margin increased 530 basis points. Our adjusted effective tax rate declined to 28.5% primarily due to the discrete tax benefit from stock option exercises which I will overview in a moment. Adjusted diluted EPS increased 44% to $1.85 per share. We introduced this slide during the third quarter earnings call and have updated it today. A recent change in FASB guidance related to stock payments to employees result in a tax benefit when employee stock options are exercised and this change also results in the tax benefit whenever employee stock grants vest and the fair market value of the stock exceeds the grant price. These impacts are recorded as reductions in tax expense. During the fourth quarter, we reported a reduction in tax expense that improved fourth quarter adjusted EPS by $0.08, $0.06 was due to the vesting of restricted stock which occurs each year in the fourth quarter and $0.02 was due to the exercise of stock options. We estimate that there will be a beneficial impact for 2018 EPS of $0.10 to $0.20. This benefit is reflected in our 2018 effective tax rate guidance. Net of hedges, foreign exchange rates had a $16 million positive impact on the company's revenue and a $3 million positive impact on adjusted operating profit or about $0.01 per share in the fourth quarter. The bulk of the impact was under rating segment. Ratings adjusted operating profit was primarily impacted by the Euro and the British pound. Now let me turn to adjustments to earnings to help you better assess the underlying performance of the business. Pretax adjustments to earnings totaled to a loss of $124 million in the quarter and these included an increase in our legal settlement reserve, restructuring actions in Ratings, Market Intelligence and Corporate. Despite strong results, we are continuously looking for opportunities to transition to leaner and more effective organizations. Lease exit charges associated with vacating double floors of space in London and New York as we continue to try to minimize our footprint in high cost locations. Together these restructuring actions and lease exits will result in annual savings of approximately $40 million. $25 million in due related amortization expense, a charge associated with U.K. retirees or due to a change in the law chose to take a lump-sum payment from the defined benefit pension plan. These pretax items total $124 million. Because of U.S. tax reform, we're taking a net tax charge of $149 million which I will review in a moment. In addition, we incurred a tax benefit from prior year divestitures of $21 million. These two after-tax items total $128 million. In the fourth quarter led by ratings every business segment contributed to gains in organic revenue, adjusted operating profit, and adjusted operating profit margin. It's very gratifying to see strength in every segment and progress in every metric. Let me now turn to the individual segment's performance and start with Ratings. Ratings revenue increased 20% or 18% excluding the favorable impact from ForEx. Adjusted operating profit increased 40%, while the adjusted operating margin increased 810 basis points to 55.6%. As we have said in the past, we managed the ratings business on a rolling four quarters basis and you can see on that basis the adjusted operating margin increased 400 basis points to 53.8%. This marks the 6th consecutive year that the adjusted operating profit margin has improved by more than 100 basis points, as the business continues to successfully grow revenue and identify and implement productivity initiatives. Both transaction and non-transaction revenue recorded very strong growth. Non-transaction revenue increased 12% due primarily to growth in fees associated with surveillance, short-term debt including commercial paper and new entity ratings. Transaction revenue increased 29% primarily from gains in U.S. corporate bonds particularly high-yield bonds, global structured products and a modest gain in bank loans. If you look at Ratings revenue by its various markets, you can see there were gains in every category with the greatest gains in corporates and structured products. Corporates revenue was boosted by a large increase in high-yield issuance structured finance revenue increase with gains in every asset class. Let me now turn to market and commodities intelligence. This segment includes S&P Global Market Intelligence and S&P Global Platts. In the fourth quarter, reported revenue increased 7% and organic revenue increased 8%. Due primarily to divestitures, organic growth and synergies realization, adjusted operating profit improved 13% and adjusted operating margin improved 200 basis points to 36.5% and full-year adjusted operating segment margin increased 310 basis points to 37.2%. Turning to Market Intelligence excluding recent divestitures, organic revenue grew 10% with growth across all major categories. We continue to benefit from a diverse sets of customer types with commercial banks, insurance companies and private equities bolstering growth. At the beginning of 2017, Market Intelligence combined the former SNL and Capital IQ sales team into one market intelligence sales force and transformed the commercial model into one offering that is priced on an enterprise wide contract. This commercial process has contributed to growth of Market Intelligence desktop users which increased 15% versus the end of 2016. At the end of the third quarter we told you that approximately one-third of RatingsDirect and Capital IQ desktop businesses has been conferred as to enterprise-wide commercial agreements. At the end of the fourth quarter, that figure reached approximately 55%. In addition we have migrated nearly all former SNL users to the new market intelligence platform. As with any beta release, our customers have provided important feedback and we're actively working to resolve all of the items on our funds list. Looking more deeply at Market Intelligence revenue, all three components delivered strong organic revenue growth. Desktop products grew 9%, data management solutions increased 12%, risk services grew 9% with ratings Xpress and RatingsDirect providing low teen and high single-digit growth respectively. And finally note that there was $5 million of revenue in the fourth quarter of 2016 from businesses that were divested. When we announced the acquisition of SNL back in 2015, we established a $70 million synergy targets through 2019. This divest was later increased to $100 million. Over this period, we have delivered a significant improvement in the adjusted operating margin of this business. Today we are announcing the successful completion of the $100 million synergy program. We estimate that approximately $50 million of savings were reflected in our 2016 results and that an additional $25 million of savings were reflected in our 2017 results. By the end of 2017, all projects have been launched. In total this program will deliver $105 million in annual synergies with $85 million of cost synergies and $20 million of revenue synergies. In addition to delivering on our synergy commitment, we have created a fully integrated business with a powerful new platform. The Market Intelligence platform was built on the foundation of rich S&P Capital IQ financial data and deep SNL sector data combined with trusted analytics. The new Market Intelligence platform leverages the technology behind its predecessor the SNL platform to offer an intuitive interface with content and functionality that can be accessed on any device. Turning to Platts. Revenue increased 5% with a core subscription business growing mid single-digit. This was somewhat offset by global trading services revenue which decreased mid single-digits primarily due to weaker derivative trading in petroleum and metals. Beginning in 2018, Platts will be managed as a separate business and reported as a separate segment. To help you with modeling, Exhibit 10 in the press release has Platts pro forma 2017 data on that basis. If you look at Platts revenue by its four primary markets, you can see that petroleum and power and gas makeup the majority of the business. Platts growth this quarter came primarily from petroleum which benefited from solar subscription growth partially offset by weak global trading activity. In addition, petrochemicals contributed 10% growth and metals and agriculture increased 8%. Let me now turn to indices. Revenue increased 12% mostly due to continued growth in ETF assets under management. Adjusted operating profit increased 16%, adjusted operating margin increased 210 basis points to 63.7%. For the full-year, the adjusted operating margin declined 10 basis points primarily due to the acquisition of Trucost. Asset linked fees which are principally derived from ETFs mutual funds and certain OTC derivatives experienced the greatest growth in the fourth quarter rising 17% driven by a 34% increase in average ETF AUM. Exchange traded derivative revenue rose 12% with gains in S&P 500 Index options and fixed futures and options activity. Subscription revenue decreased 3% with modest organic growth offset primarily by the timing of customer reporting. The trend of assets moving into passive investments shows no signs of letting up with the exchange traded products industry reaching net inflows of $174 billion in the fourth quarter and establishing a new annual record with yearly inflows of $633 billion and this is an increase of about 67% over the prior record inflows in 2016. The year ending ETF AUM guide to our indices totaled $1,343 billion up 31% versus the end of 2016. As the chart shows, this was a result of $146 billion of net inflows and $174 billion of market appreciation over the last 12 months. The $1,343 billion is a new record. The fourth quarter average AUM associated with our indices increased 34% year-over-year. This is a better proxy for revenue changes than the quarter end figures. Exchange rate of derivative volume was mixed. Key contracts include increased S&P 500 index options and fixed futures and options which experienced robust activity and a decline in activity at the CME equity complex. Now turning to our capital position. At the end of 2017, we had $2.8 billion of cash and $3.6 billion of short and long-term debt. Approximately $2.1 billion of our cash was held outside the United States at the end of the year. Our debt coverage as measured by adjusted growth leverage to adjusted EBITDA declined slightly to 1.9 times versus 2.1 times at the end of 2016. 2017 free cash flow was approximately $1.85 billion of which nearly $700 million was generated during the fourth quarter. Consistent with our capital management philosophy, we paid out approximately 75% of our free cash flow to shareholders in 2017. The company returned $1 billion to repurchase 6.8 million share and $421 million in dividends for a total of $1.4 billion. As we look at U.S. tax reform we are impacted in three principal areas. First, we have recorded a net charge to Texas of $149 million in the fourth quarter. This is composed of a $173 million tax on deemed repatriated foreign earnings. The cash tax payments will be made over the next eight years. This expense is partially offset by a $24 million tax benefit from the revaluation of our net deferred tax liabilities. Second, tax form will have a significant impact on our effective tax rate. We estimate that we will have an effective tax rate of between 21% and 22.5% in 2018 down considerably from the 28.9% adjusted effective tax rate in 2017. Third, the reduction in our effective tax rate will generate approximately $200 million both additional cash flow in 2018. The U.S. tax reform will have an impact on cash availability and capital deployment. Our ability to generate free cash flow will substantially increase as a direct result of the lower effective tax rate. We now have access to offshore cash and our first priority is to reinvest it in our businesses and to strengthen core capabilities consistent with our strategic priorities and disciplined capital management philosophy. We will continue to return at least 75% of annual free cash flow generation through dividends and share repurchases. Today we announced a large dividend increase of 22% bringing the annualized dividend rate to $2 per share supported by a significant increase in our net income and free cash flow and our desire to support the dividend yields. This marks the 45th consecutive year of dividend increases. Also we are making a stepped up investment in our communities through a $20 million contribution to the S&P Global Foundation in the first quarter of 2018. Note that this will impact our first quarter results. Now lastly I will introduce our 2018 guidance. This slide depicts our GAAP guidance. Please keep in mind that our guidance reflects current spot market ForEx rates. This slide shows our adjusted guidance, an increase in revenue of mid single-digit with contributions by every business segments. Unallocated expense of $160 million to $170 million, pension benefit of $25 million to $30 million and the past most of this benefit or cost was included in unallocated expense. Due related amortization of $95 million, operating profit margin in a range of 47.5% to 48.5%, interest expense of $145 million to $150 million, a tax rate of 21% to 22.5% and diluted EPS which excludes deal-related amortization of $8.45 to $8.60. In addition we expect capital expenditures of approximately $125 million and free cash flow excluding certain items of approximately $2.3 billion. Overall this guidance reflects our expectation that 2018 bolstered by continued performance improvements and by U.S. tax reform will be a very strong year for the company. With that, let me turn the call back over to Chip for your questions.
Chip Merritt:
Thanks Ewout. Just a couple of instructions for our phone participants, please press Star 1 to indicate that you wish to enter the queue to ask a question. To cancel or withdraw your question, simply press Star 2. I would kindly ask that you limit yourself to two questions; that's two questions, in order to allow time for other callers during today's Q&A session. If you've been listening through a speaker phone, but would like to now ask a question, we ask that you lift your handset prior to pressing Star 1 and remain on the handset until your question has been answered. This will ensure better sound quality. Operator, we'll now take our first question.
Operator:
This question comes from Hamzah Mazari from Macquarie Research. You may now ask your question.
Hamzah Mazari:
The first question is just on U.S. tax reform, you mentioned it’s a neutral to slight negative, you also mentioned your global forecast for 2018 down 1% on issuance. Could you may be flush out the puts and takes in terms of it being neutral to slight negative. And then can investors expect that carry on effect in terms of you U.S. tax reform as you look towards 2019 issuance and beyond?
Douglas Peterson:
First of all, when we look at tax reform we look at all the different aspects that could be impacting corporate, financial institutions, as well as public finance. First of all we look at some of the positives to the tax reform or economic growth. There is also going to be an additional amount of potential accelerated depreciation which would be leading to additional investment. So we see a lot of positives in the general economic conditions which as you know in the long run are what actually drive issuance. In terms of some headwinds to issuance, our repatriation of offshore cash could actually a slowdown issuance of companies that have been issuing what we call in the past a deemed repatriations or a synthetic repatriation. Our interest rate deductibility might have some impact on the high-yield market. And then the public finance market had a very robust fourth quarter in anticipation of different conditions in the market as well. So that as you saw we expect it would be down around 30%. But overall we look at then - in addition to what’s the impact from tax reform, we look at general growth as I already said and we also look at maturities and you saw on the slides that we showed that there is a very robust pipeline of maturities especially starting in 2019 and going forward in all different types of issuance and in particular in high-yield issuance. So we've taken all of this into account as we've built our forecast for 2018. As you know always the mix is could change at any one time, I just want to give you one factor which is an interesting a mix shift. We do think that there is going to be strong financial services issuance in 2018. Last year in the United States financial service issuance for the entire year was up around 9% but it’s actually down in the fourth quarter by over 13%, and in Europe it was up 65% for financial institutions issuance in the fourth quarter. So as you know there's always a lot of different pieces to the mix of how this comes through, but we go back to tax reform being a very positive impact for the economy overall. And even though it might have some headwinds on issuance from point of view of repatriation and a couple of other factors we do see that the economy is in a strong position.
Hamzah Mazari:
Just a follow-up question, maybe for Ewout and then I'll turn it over. Your adjusted gross leverage to adjusted EBITDA is at 1.9 times - you've given us a range of 2.25 on the high-end. You've also said 75% of free cash flow goes back to shareowners, we're also upping the dividend considerably on tax reform. Is it fair to say that you guys are out of the market for larger M&A assets and most of the deal flow you're looking at is tuck-ins or can we expect sort of you can issue equity to do a large deal assuming valuations right? Thank you.
Ewout Steenbergen:
You're right. We have given guidance with respect to our adjusted growth leverage in a range of 1.75 on the low-end and 2.25 on the high-end. We are very comfortably within that range at this point in time and as we have told you this morning we have 2.8 billion of cash by year-end of 2017 which is now largely unconstrained after the tax reform. So the balance sheet of the company is very strong. We're in a very good healthy financial position. We’re obviously not commenting on any M&A opportunities, but what you should read out of the announcement this morning is we’re clearly have the intention to reinvest in the business according to our strategic priorities, strengthen our core capabilities with the cash balance we have on our balance sheet today. And that could be organic, it could be inorganic. We would love as a first priority to reinvest that cash balance in our business.
Operator:
Our next question comes from Mr. Alex Kramm from UBS. Your line is now open.
Alex Kramm:
Wanted to just come back to the Ratings forecast you put out there. I looked at the January piece you guys put out with a 1% decline, but obviously that's an overall number. So when you dig in a little bit deeper and look at the commentary, I think pretty big decline I think like 10% or so for high-yields when you back into it et cetera. So I guess when I put all this together look at the mix of the business, and maybe assume like 3% to 4% pricing bumps that you usually take. Now I guess it's something like 2% Ratings forecast revenue growth, is that kind of like in the range of what you're thinking for the Ratings business for 2018?
Douglas Peterson:
Well if you look at our total guidance overall we put together for the entire company a guidance of the mid-single-digit range, as well as an improvement of a 100 basis points in our margin, that’s our guidance for 2018. Included in that as you said give-and-takes on what’s going to happen in the markets. Our overall outlook is about 2% decrease in overall corporate, industrial out of 5% increase in financial services, structured finance we’re expecting an increase of about 4% for the year. And then U.S. public finance is one of the areas we think is going to be the most impacted by tax reform it will be down by about 31%. I’ve always said in the past its going to depend also on what's the mix of high-yield and what sort of structured finance comes out. Just very quickly you know January doesn't make a quarter, issuance overall in January was down year-on-year but on the other hand noninvestment grade spec rate issuance was up very strong. It was up 27% in the U.S. But you know one month does it make a quarter, we do think that a lot of where we’re going to come out is going to depend also on leverage buyouts on what's going to happen with the M&A market. And but we do think with the overall robust growth around the globe that this actually bodes well generally speaking for issuance. But we do see some of these as you saw in our forecast we did see lower issuance in particular from the corporates, but we built that into our forecast but I don't have a specific number related to the topline growth in Ratings.
Alex Kramm:
Fair enough, I thought I'd try. And maybe just shifting on the margin side, obviously continued margin expansion pretty impressive even given them again as I said like softer outlook in Ratings if I just paraphrase I guess. But looking at the Market Intelligence now that you pulled out Platts I think last year it was something like 33% operating margin for that segment. Now I think that compares pretty favorably relative to like some other desktop players, but when you look at some of the pure play data providers out there, I mean some of those guys even have like 50% operating margins plus. So just thinking about - can you give us an update on your - what you’re thinking the margin that business could get to, what kind of self-help opportunities we'll have in that segment. As you know I think a lot of that segment is actually proprietary data that - I think you have good pricing power on et cetera?
Ewout Steenbergen:
You're right. Now we have provided you the details of the split of the margins between Platts and Market Intelligence. You see 33% margins for Market Intelligence both in the fourth quarter and for the full year 2017. And that is up approximately 260 basis points compared to 2016. We have indicated to you that we expect margin improvements for S&P Global as a whole in 2018. We haven't given you a breakdown for each of the segments. And what we should do is we realize with respect to the margins for some of our segments we're more or less at the point of our aspirational margin targets that we have provided for the mid-term. So we will come back during the course of this year with new mid-term aspirational targets for each of our segments. Most likely we will do at the Investor Day late May. So I cannot give you any specific guidance with respect to the Market Intelligence margin going forward from here. But what you may expect is we will drive operational performance for each of our businesses. We expect positive topline growth for each of our businesses. We look at operating leverages. We look at the efficiency opportunities and so on and so forth. So ultimately as Doug said in his prepared remarks, we are clearly believing that we can make S&P Global perform better also in the future.
Operator:
This question comes from Mrs. Toni Kaplan from Morgan Stanley. You may ask your question.
Toni Kaplan:
I wanted to ask about the margins as well. So in Ratings very strong quarter also mainly driven I think by just the topline as well. But are there other factors that drove the strong Ratings margins this quarter, was it the flow through from growth or some other continued initiatives with regard to like pricing and simplification that you've been implementing over the last couple of quarters?
Ewout Steenbergen:
We were especially pleased if you look at the performance of Ratings this quarter that despite a very strong topline growth, expenses were more or less flat and even slightly down if you take into consideration the FX impact. So the combination of such a strong topline growth and expenses flat and very disciplined drove the margin up by 810 basis points. What you have seen is announcements of restructuring actions both in the third quarter and fourth quarter. Those actions are applicable to several of our segments, but certainly also on the ratings. So we are looking continuously in transforming our organization to become more effective. So certainly we’ll continue to look at the margins of Ratings and look at all the opportunities to improve those margins in the future as well.
Toni Kaplan:
And then just on market and commodities, intelligence I think the margins there sequentially declined a little bit this quarter. Was there anything in particular that drove that and how should we look at margins in 2018 in that business? Thanks.
Ewout Steenbergen:
Yes, I think that’s mostly driven by the Platts margins. So if you look at the details in Exhibit 10, you’ll see that the Platts margins were bit lower at the second half of 2017 compared to the beginning of 2017. The main reason behind that is timing of certain expense categories. We saw commissions, incentives, compensation, as well as certain marketing expenses more back end loaded during 2017. We expect it to be more equally divided during 2018. So I would expect that - I would explain that more that it is more timing of those expense categories and Platts that drove slightly lower margin in markets and commodities intelligence at the end of 2017.
Operator:
Our next question comes from the line of Manav Patnaik from Barclays. Your line is now open.
Manav Patnaik:
My question is around in the Market Intelligence, so you showed 15% increase in the user growth and so the first part of that question is just more around what's driving that particularly in the context of all the other challenges the industry is facing like MiFID and so forth that's gone in. And also just a disconnect on that 15% growth with the 9% revenue growth number you said for desktop.
Douglas Peterson:
Well as you know we've been moving towards an approach where we provide enterprise-wide licensing to our customers in Market Intelligence. And what we've always talked about how this leads to more users signing up when you see an organization that has now given basically free access across the entire organization for all people to sign up and use the product. We see that the user increases and it's a good forward-looking measure for us in our ability to then talk to our customers in the future about the value of the contracts and the value that we're providing. As you know we have a very important discussion with customers at a value creation and value approach to how we think about the long-term relationship. And this is for us one of the benefits of the enterprise-wide pricing and this is one of the ways we can see it actually coming into effect.
Manav Patnaik:
And I guess just the question on, if you're seeing any impacts like with MiFID and so forth?
Douglas Peterson:
Yes, on MiFID we haven't seen any immediate impact on MiFID. Related to MiFID generally as you know we're not a sell-side research firm. We've always been a data and analytics provider the way we approach to our products and services that there are already paid for in hard dollars. One interesting thing of note, during December we saw over 90,000 of our users go in and look at their entitlements or change their entitlement, and we believe that was driven by a MiFID where people had to ensure that they had the right sort of entitlement in the system. We also though know that we have the ability to deliver research and be able to monitor and track usage and monitor and track how many people are downloading and as well as find ways that we can help it, sell-side get paid for the research. I guess the risk that we've got is that on the buy side, if a buy side start getting squeezed on their budgets overall because they're looking at how they're going to pay for research, it could be that there could we have a negative impact from total research budgets under strain but we have not seen any of that so far.
Manav Patnaik:
And then just your thoughts on the acquisition of Thomson Reuters just you know may be competitively you see that changing your approach here.
Douglas Peterson:
We don't see any major change to our approach. We do think that Thomson Reuters is a very formal competitor. We think that the competitive landscape is getting tougher all the time not just with people like Thomson Reuters taking approach of how they're going to be going towards market but there's also a very large number of additional of fintech's and other types of company coming into the markets. You also have a company's like ours and others looking at ways to apply artificial intelligence, natural language processing and different ways of serving the market. So we think that the Thomson Reuters transaction is going to make the markets more competitive but we welcome that competition and we're investing also to transform our business so that we can be more competitive as well.
Operator:
This question comes from the line of Craig Huber from Huber Research. You may ask your question.
Craig Huber:
Two questions please. One can you just give us a little bit better your outlook for speculative grade bank loans this upcoming year here obviously was very strong last year, so just given the thus seems rise in interest rate environment. What you guys outlook year for bank loans I guess in the U.S. and Europe if you could?
Douglas Peterson:
Our general expectation is that bank loans are going to be flat to potentially down a little bit. Last year it was such a robust year and the first quarter, fourth quarter were both very strong throughout the year we saw the issuance. But it's going to depend a lot on what happens with high-yield financing, high-yield refinancing. It's going to also be driven by interest rates. We do see a market in Europe which has been incredibly robust. Over the last few years we've see more and more of financing taking place through the bank markets, as well as ratings - the loans being themselves rated. But our general expectation is that the bank loan market is going to be weaker than it was last year.
Craig Huber:
And then also, if we switch over to China for net income interest update us if you would on changes at the government level in China to allow foreign rated agencies like yourselves and your competitors to rate underneath your own brand name in that jurisdiction there? And how impactful would that potentially be. Can you maybe size it for us potentially? Thank you.
Ewout Steenbergen:
We are very interested and very excited about the opportunity that has come up in China. Let me elaborate on that a little bit. So today the domestic Chinese bond market is about the third largest bond market in the world. We are not active in that market today but we do rate international bond issuance by Chinese companies. So as Chinese companies want to accept the international bond markets those are being rated mostly out of our office in Hong Kong. The Chinese domestic bond markets in the past had some foreign ownership restrictions. So up to the mid of last year, we could not own an entity domestic ratings agency by more than 49% and that was the reason why S&P Global Ratings had never decided to enter that market but those foreign ownership restrictions have been lifted since the mid of last year, so we are actively looking at opportunities to enter that market at some point in time. There is still a lot of regulation that has to be issued so there's still a lot of uncertainty how this ultimately will play out but we are very actively following this and actively looking at the best way to enter the Chinese domestic bond market at some point in time.
Operator:
Our next question comes from the line of Vincent Hung from Autonomous. You may ask your question.
Vincent Hung:
So just on adjusted unallocated expense, the 160 million to 170 million guidance looks to be up on the 1.1 figure from last year. Are you also including that 25 million to 30 million pension benefits while the actual increase is higher? Can you just talk about what's driving that?
Ewout Steenbergen:
So that's a great question Vincent so let me explain that a bit because if you take all the pieces into consideration I fact you unallocated are - expenses are coming down year-over-year. So look at 160 to 170, then what is included in that number is a 20 million contribution to the S&P Global Foundation, so you have it out. And then in the past the pension benefit, the pension income loss methods in the corporate unallocated expenses and now is broken out due to a new accounting rule. So what we have indicated is $25 million to $30 million of benefit that now is broken out but in the past was negative on that line. So if you look at those two elements and take those into consideration, in fact year-over-year corporates unallocated expenses are down.
Vincent Hung:
And on the non-transaction revenues and ratings, there’s been an acceleration in value growth there in the last few quarters. So can you just give us some color here in terms of how much relates to the pricing changes, the frequent insurer programs and whether win rate continue to 2018?
Douglas Peterson:
On the non-transaction revenues, if you look at what the components are there, they are combination of frequent issuer fees, it's rating evaluation services that include some of the revenue from CRISIL and also includes short-term issuance under one year for instance our commercial paper. And it's really combination of all of those factors that is driving that growth. As you know there's been a lot of mergers and acquisitions activity that's been increasing in the Ratings valuation services. With the very, very attractive financial markets in the last year there been a lot of shorter-term issuance in the commercial paper market, that's been part of it. And then net, net we've also increased the number of new issuers and number of new issuers come to the market also has helped to increase that. So there's not any one specific factor, it’s a combination of all of those together.
Operator:
This question comes from Patrick O'Shaughnessy from Raymond James. You may ask your question.
Patrick O'Shaughnessy:
Just one from me, in early - I guess maybe mid-January as must put out, a report kind of complained a bit about lack of fee schedule clarity from you and your competition on the Ratings business. Any thoughts on implications of EMSA's views and any potential adjustment you might have to going forward.
Douglas Peterson:
We have looked at that report that's where we've been working very closely with ESMA as well as with the Parliament in Brussels to understand the implementation of the rules for CRA 3 which were put in place about five or six years ago. One of the provision had a basically instructed ESMA to review the pricing markets and look at the cost structure of the rating agencies to see how that would be related to price - fees and prices. We think this is very, very early stages of what ESMA is going to be working on. We're working closely with them to tell them what we disagree with in their analysis. We do think that the overall structure fees relates to many, many different factors, it's not just cost alone. And so we are working closely with ESMA to give them our viewpoints and as of right now we don't see any impact to the markets and this is probably going to be a very long gain in how we work with ESMA and Brussels on the Ratings market in Europe.
Operator:
This next question comes from the line of Joe Foresi from Cantor Fitzgerald. You may ask your question.
Unidentified Analyst:
This is [Drew Cumin] on for Joe. I was wondering if you could discuss some of the progression from the index business outside of equities?
Douglas Peterson:
What is the exact question, what do you mean by progression?
Unidentified Analyst:
What's going on with fixed income or ESG, any of the other opportunities?
Douglas Peterson:
First of all as you know we have a combination of different approaches to revenues and in the index business we have our AUM fees, we have our data fees and then we have other services, ETM and ETD fees. So we're looking at how we can continue to diversify our revenue streams plus also how we can diversify and grow our - the economic impact of new opportunities like ESG. What you see is that we've made a lot of progress in fixed indices with new issuers going out of ETFs using fixed indices. We're seeing a lot of take-up of ESG, different types of ESG indices which use either some sort of a carbon, low carbon in particular environmental approach. None of those have any major impact so far or material impact on our revenues. The way we see the evolution of these types of products as we have to invest upfront, we have to build the relationships of the channel partners. We have to be responsive to what are the demands coming from asset owners and asset managers and come up with new indices that are responsive to those needs and as we build them and as we set the new products out, they start getting take-up and then that's when you start seeing the revenues. So in terms of our total revenues in the index business, none of these are creating any major material lift so far but in terms of volumes and growth, we believe overtime all of these are going to have more and more impact and it’s going to be important to us that we also do have this innovation in this market relevance for what are the demands coming from the asset owners.
Ewout Steenbergen:
And we broke out I believe it was in our second quarter earnings call, the year-over-year gains in fixed income and ESG and from a percentage standpoint they were significantly that Doug's point from a total standpoint that it will remove the needle in our business. And we’ll likely put those out again probably in the second quarter next year based on annual survey that goes out.
Operator:
This question comes from Jeffrey Silber from BMO Capital Markets. You may ask your question.
Henry Chien:
Its Henry Chien calling in for Jeff, thanks. I just wanted to go back to the guidance for organic growth for 2018. Just thinking for 2017 there is a number of - I'd say special items that sort of drove pretty high growth rates in both ratings and the Market Intelligence. So just trying to understand how should we think about the mid-single-digit growth rate, is that driven by sort of the new market and new initiatives that you outlined early in the presentation. And just in light of issuance, it looks like just going to be down a bit this year as well? Thanks.
Douglas Peterson:
Let me just clarify the question, when you say special items for revenue growth in Ratings and MI this year what are you alluding to there?
Henry Chien:
Yes, I know not special item is wrong, I just meant there seem to be a number of strong growth headwinds in the year whether it’s you know the pickup in issuance which was a record year and in the Market Intelligence side shifting over to the enterprise thing. Just thinking of those which don't sound like they would recur this year. So I'm just trying to understand what would be driving growth this year?
Ewout Steenbergen:
You're right, we see a lot of positive momentum and positive drivers around our business. I can point at bank loans, I can point at corporate issuance in Ratings, below investment-grades, structured finance, I can point at the user growth in Market Intelligence. I can point at commodity pricing going up for our Platts business. I can point at move from active to passive investments in the indices business. So all of those drivers are very favorable and I have really helped the company to be positioned well for the future. And therefore you saw a 13% organic revenue growth for the company as a whole during 2017. We have guided to mid-single digit growth in revenue for 2018, that's mostly because we are now starting from much higher base then we were a year ago so we have to take that into account. But if you look at some of those drivers, we are confident that those will continue and will be continued positive drivers for the company going forward because we think those are not all market related, those are largely also related to methods where management can have some influence going forward. So therefore we think mid-single digit growth is a reasonable expectation for revenue growth during 2018.
Douglas Peterson:
I just want to add one thing which is maybe a little bit philosophical it was embedded in the comments I made at the end about our 2018 enterprise goals. And you’ve heard me talk about this for the last few years that we're driving towards having much higher quality customer experience, much commercial organizations that are out there customer focused, building products providing services that's relevant and responsive to our customer’s needs. And we think this is critical in a very competitive world. We have to be out there that in a way that we’re serving our customer needs and anticipating their needs in the future and we believe that this is actually one of the most important and necessary component to our topline growth is to have that approach to customers and not be complacent in very, very competitive markets.
Operator:
This question comes from Peter Appert from Piper Jaffray. You may ask your question.
Peter Appert:
Buybacks versus dividends, the big dividend increase I assume doesn't suggest any shift and how do you think about the allocation between the two. And can you also related to that talk about how we should think about the timing of buybacks in 2018?
Ewout Steenbergen:
If you look at the growth in dividends as such if you look at the underlying growth in net income and free cash flow, this is very much supported by those factors. Just look at the free cash flow in 2017, 1.85 billion going to 2.3 billion in 2018. If you look at that 2.3 billion and you take into consideration our commitment to return 75% of the 2.3 billion to our shareholders, then a 22% dividend increase is really in line with those underlying growth percentages. So I don't think you should read anything out of this that it is a shift in the mix. What you should read out of it is that the underlying fundamentals in terms of net income and free cash flow are really very strong and we expect also that to continue during 2018.
Peter Appert:
And how about on timing?
Ewout Steenbergen:
Yes, timing obviously we are not commenting specifically on that management has a philosophy as you know that we’re not market timers, we believe in dollar cost average that might be sometimes tactical decisions why we scale up or down is certain periods. But otherwise we like to be as much in the market as possible during the year. So I cannot give for obvious reasons further specifics on that, but we would like to be as much in the market as possible because these are significant numbers in terms of return of capital to shareholders. And like I said management doesn't believe that we should be market timers ourselves.
Peter Appert:
And Doug your prepared comments might have suggested that you're seeing a little bit of pushback from Capital IQ users on the model change. Am I hearing that correctly and maybe you could just expand on that?
Douglas Peterson:
No, I'm sorry if I gave you that impression, not at all. It’s just that we have a very large number of clients we’re going to have to go out to look at the approach to what their current contracts are. In some cases it's a combination of shifting from a per seat contract to an enterprise wide contract but also in some cases we have multiple contracts, it's an opportunity to go out and simplify our approach to a customer. In some cases we have five, six different contracts across different divisions of an organization that gives us a way to unify those contracts and to want to move them shift them to an enterprise-wide contract. My point is that the difficult to my point - this still has another year maybe even till the end of 2019 before we complete the final approach to all of the Cap IQ accounts on the conversion, but it's going very well. I'm sorry I gave you a different impression.
Chip Merritt:
And if we use the word punch-list, you know what we’re trying to deal with there is just anytime you have any sort of release there’s going to be bugs, there’s going to be things that need to be resolved and in fact the MI just had a new release over the weekend to deal with usability feedback and application performance and things like that. So just one trivial fact for you, if you’re out there on an old Internet browser your speed seems to slow mostly we don’t use that browser, but now we’re fixing that. So that's a kind of thing that we work on.
Operator:
This question comes from Conor Fitzgerald from Goldman Sachs. You may ask your question.
Conor Fitzgerald:
Just looking for a little more color when you mentioned on reinvesting back in the business some of the benefits of tax reform or is your marginal reinvestment dollars going?
Ewout Steenbergen:
So we are looking at all of the opportunities to grow our businesses to reinvest and to strengthen our core capabilities. When we announce our capital philosophy and targets in the mid of last year, we have indicated some areas that are for us strategically important. Think about growing ratings in some of the emerging markets and looking at domestic ratings businesses. Think about indices for fixed income ESG international, Smart Beta. Think about in Market Intelligence our risk analytics and surfaces business, but those areas that are strategically important and then for Platts some of additional commodity price reporting without certain benchmarks or supply demand analytics. So those are the areas for the businesses itself. We’re also looking at some core capabilities of the company, investing in technology, specific talents, and other areas that are important in terms of core capabilities for the company. We're looking at this investing on organic basis, inorganic basis, but please be assured we apply a very disciplined capital management philosophy metrics and look at the valuation perspective. So the company is very critical with respect to those opportunities that they hit certain hurdle rates that we think are important going forward.
Conor Fitzgerald:
And then just looking for your thoughts, there has been a lot of more conversations recently about the potential for an infrastructure bill. Obviously there's a lot of ways such a bill could be structured if it did pass, but as we start to hear more about that over the coming months what are the key things you’re focused on that could potentially drive a positive impact for your business if we do see and if it’s a structure bill make its way to the Congress?
Douglas Peterson:
Well as you know we've been looking at infrastructure now for over five years. We bolstered our infrastructure practices across the businesses in particular in Ratings. We brought in a team of people that are able to be very responsive infrastructure and that's not just in United States it’s a global team. We've included additional data in analytics and Market Intelligence. We also have some infrastructure indices that we have through the index business. And then obviously Platts benefits from infrastructure investments in energy, and oil and gas, but the bill coming through Washington is going to have a few key elements that we’ll watch carefully. One of them is permitting. Permitting is one of the areas which is quite slow in the United States compared to countries like Australia and Canada that have very robust approaches to infrastructure investment that also bring a lot of private capital. Permitting can be done a lot faster literally in a couple years instead of some cases United States 9 or 10 years. So we think that permitting is one of the critical factors that will get investment moving a lot faster into infrastructure. Second will be the approach towards support or leveraging capital coming from Washington into the states and local communities where most of the real infrastructure takes place. It's at that level, it’s at the state and municipal level where most of that takes place and one of the factors on that is going to be an openness to seeing more public, private partnership as I said also very important in Canada and Australia. So the more we see private capital coming into infrastructure, the more we see it coming in a lot faster, when we see other fixes to the federal programs that are used for transportation and ports and airports, those will also stimulate more investment. So our overall view is the faster that this starts getting into the market, the more comprehensive the approach is and particularly if - you see us reach out to the states and municipalities, we’ll see a robust infrastructure investment which will benefit growth, it will benefit jobs and part of that will be then more investment activity which we will be supporting through all of our different divisions.
Operator:
This question comes from Tim McHugh from William Blair. You may ask your question.
Tim McHugh:
Just want to follow-up the comment around some additional restructuring in the Ratings business. I guess can you elaborate on what type of activities are you doing at this point, is this still kind of trying to automate some of the roles, any color there would be helpful. And then secondly, I apologize if I miss this, but given exchange rate movements have you assumed a lift much to revenue as you think about the 2018 guidance here?
Ewout Steenbergen:
Tim, let me first take the restructuring question about the ratings and then I will make a few comments on your FX question. Ratings restructuring we’re looking at many areas where we would find opportunities to make the organization more effective. I can give you two examples, one example is in our commercial organization. Until recently we had two commercial organizations in Ratings. We have moved those together we created one commercial organization and based on that restructuring, we’re able to reduce the run rate particularly in more senior management positions going forward. Another example is the ongoing project simplified which is putting technology tools in place, workflow support and more standardization in the work of the ratings analysts and that will help with also efficiency, think about population of mobiles data intake, and so on that will be more automated so that our analysts can focus more to higher value-added work going forward. So those are clear areas where we see opportunities in Ratings going forward. With respect to foreign exchange rates, let me give you a couple of perspectives. The company's exposure is what we call a negative exposure on Indian rupees, British pound and the Australian dollars and negative exposure means we have higher expenses in those currencies and revenues. And we have positive exposure on Euro which means we have higher revenues in Euro then our expense base in Euro denomination. We have an FX program to offset to a large extent those exposures in order to make sure that the company's impact on economic basis is mitigated to some extent. So overall if you look at our guidance we have provided to you that is based on the most recent spot market rates with respect to ForEx and where our currencies are today we are confident that is properly reflected in the guidance we're providing you this morning.
Tim McHugh:
And just one other follow-up in terms of numbers, the pension benefit that you're counting on for 2018 how is that compared to - I guess last year and the last couple of years. Is that kind of a normal level I guess now that is being broken out?
Ewout Steenbergen:
Yes, it’s more or less on a similar level if you compare it to previous years and the background there is that we have a well funded pension plan. So particularly the asset assumption on our plan is helpful to create this pension income but more or less similar compared to what we have been reporting in previous years.
Operator:
This question comes from Shlomo Rosenbaum from Stifel Nicolaus. You may ask your question.
Shlomo Rosenbaum:
First question is how is the tax deductibility of interest expense is treated by the recent legislation, how is that impact the forecast you have for leverage finance and some of the deals that will come from PE funds?
Douglas Peterson:
We've been looking at this - we’re trying to model it out. We see a very minor impact from this for a few reasons, one is that a lot of the companies that could be potentially impacted by the leverage rules are not paying taxes anyway and even though there's always been a theoretical tax shield to leverage type organizations just given their overall operating procedures and operating profits, they’re not necessarily really paying taxes. We also think that there is a level of profitability which is about a six times leverage that's more or less where we've modeled it out that will still allow you to have deductibility of your interest expense. So we're not quite sure exactly what the impact is going to be but our initial modeling doesn't show that it’s going to have that big of an impact because - leverage is a very, very legitimate way to use for corporate financing for different types of organization. And we've seen a little bit of fishing around for some other opportunities from the investment bankers looking at whether its securitizations or other types of tools that aren't necessarily directly financial tools or leverage. So, we don't think that we’re going to see much of an impact.
Shlomo Rosenbaum:
And then just in terms of the enterprise migrations with SNL Capital IQ. Is the increase in seat count largely from displacement of competitors or you just seeing people just put a lot of the organization on there that might not necessarily have had access to this kind of information beforehand? I'm trying to see basically competitively is this enabling you guys to displace competitors?
Chip Merritt:
I don’t think you’re seeing any meaningful displacement at this time. You might have someone who has access to competitive product and they have been using that competitive product. And now their firm gives them the opportunity to use our product so they might use them in conjunction in tandem for a while. So I don't think anything happens right away but over time I think that certainly robust.
Douglas Peterson:
What I'd add is that a lot of the penetration that we have is new users. So as you mentioned when you get a new - a firm which has maybe 10 or 15 or 20 seats whatever it is and we open it up for a firm-wide enterprise-wide contract you see new users coming in. And then we've also been able to get some new customer. So customer growth itself is also important to us and that's another thing that we measure carefully.
Operator:
We will now take our final question from Bill Warmington from Wells Fargo. You may ask your question.
Bill Warmington:
So quick question for you on the Capital IQ business. You had mentioned that sell-side is not a big part of what you do. But my question is given the fact that the sell-side is under a lot of cost pressure and likely facing more with MiFID II. What kind of an opportunity does that create for Capital IQ specifically since it’s lower cost option versus Bloomberg and FactSet?
Douglas Peterson:
First of all let me just point out, I don't have the figures in front of me Chip might have them at his fingertips. We believe one of the advantages of our business models that we are very diversified across different types of industries, investment banks, sell-side, buy side, we've got insurance companies, banks, other types of financial institutions, regulators, academic et cetera. So we believe that it's a model that allows us to have diversification across different kinds of users between the SNL content and the Cap IQ content which is coming together and other types of data services that we’re adding specially alternative data services et cetera that we can provide multiple types of users with good experience, as well as the data they need. So we're not as dependent on any one type of industry, but in terms of overall your point of your question is, will we see an opportunity to displace other more expensive products? We believe that that is one of the areas where we can be more competitive.
Bill Warmington:
Then a follow-up question on the index business, how big is Smart Beta and ESG within the index business these days. And then how long does it take to get to a point where it starts to move the needle?
Ewout Steenbergen:
I think in absolute numbers it’s still relatively modest certainly if you look at it from a revenue perspective. But this is the nature of benchmarking business, you have to invest early, you have to put a lot of effort in trying to become the standard in the market and once you are the standard you're being picked up then it can take off and your revenue streams in the future can be very large. So those kinds of investments can be over multiple years. Think about the fixed. That was an investment that was done over very long period of time to get over CBOE and at some point it took off and it is a very successful product at this point in time. So relative modest today, but that is exactly why we're making those investments. We’re taking the benefit of the margin of the larger benchmark indices, and vest back into the new industries and over time that will be revenue driver for the company.
Chip Merritt:
Bill if I recall if you go back to our second quarter slides we gave the exact number.
Bill Warmington:
Got it.
Chip Merritt:
I don't know the number exactly.
Douglas Peterson:
And in addition it’s also part of the custom indices business. This is one of the areas where it's not necessarily just ETS, we also see a lot of interest from structuring debts and investment banks which are using these types of products for their family offices and other sovereign wealth funds, other types of direct investors where we provide the structuring of the index itself that's responsive to their needs.
Chip Merritt:
Bill found a number for you. At the end of 2016, Smart Beta accounted for 184 billion in assets side to it.
Bill Warmington:
And then, okay, so end of 2017 - that's the reference point we don’t have the 2017 number?
Chip Merritt:
That was the end of 2016. So I don't have a new end of 2017 number for you yet.
Bill Warmington:
I look forward to seeing. Thank you very much for the insight.
Douglas Peterson:
Thank you, this is Doug. Let me just make a couple of closing comments. I do want to comment very briefly on the market drop yesterday, 1,175 points in Dow Jones. It was the largest drop in history in index point terms, but it actually doesn't even make the list of the top 10 drops in percentage terms. Given that we've been managing this since over 125 years, we've got all the data and it's actually the 100 largest single drop in percentage terms. So its way down there, it’s only number 100 in overall percentage terms and we think we should put that in context. We've built our plan, our approach to the markets looking at the economies right now which are growing. Our inflation is still low, rates are still low, banks have very strong liquidity and very strong capital around the world, tax reform we think is a tailwind for the U.S. economy. And so we do believe that overall economic conditions putting aside some volatility in the markets and all of the transformation taking place and technology around us are going to be very positive aspects to how we’re going to grow the business going forward. We’re very pleased that we concluded 2017 with strong momentum and very strong performance. Our topline growth for the entire year of organic growth of 13%, the margin improvement that we've been carrying through for the last five years. We are starting off the year also benefiting from U.S. tax reform with a strong position in cash and capital with a very good leadership team and what we think are very promising approaches to how we're going to work with the markets in the future. So, we appreciate all of you listening on the call. We look forward to working with you during the year. We will be on our first quarter call in between now and the time we see you at our Investor Day. Thank you very much.
Operator:
That concludes this morning’s call. A PDF version of the presented slides is available for downloading from investor.spglobal.com. A replay of this call, including the question-and-answer session, will be available in about two hours. The replay will be maintained on S&P Global's website for 12 months from today and for one month from today by telephone. On behalf of S&P Global, we thank you for participating and wish you a good day.
Operator:
Good morning, and welcome to S&P Global's Third Quarter 2017 Earnings Conference Call. I'd like to inform you that this call is being recorded for broadcast. All participants are in a listen-only mode. We will open the conference to questions-and-answers after the presentation, and instructions will follow at that time. To access the webcast and slides, go to investor.spglobal.com, that is investor.spglobal.com and click on the link for the quarterly earnings webcast [Operator Instructions]. I would now like to introduce Mr. Chip Merritt, Vice President of Investor Relations for S&P Global. Sir, you may begin.
Chip Merritt:
Thank you and good morning. And welcome to S&P Global's earnings call. Presenting on this morning's call are Doug Peterson, President and CEO; and Ewout Steenbergen, Executive Vice President and Chief Financial Officer. This morning, we issued a news release with our third quarter 2017 results. If you need a copy of the release and financial schedules, they could be downloaded at investor.spglobal.com. In today's earnings release and during the conference call, we're providing adjusted financial information. This information is provided to enable investors to make meaningful comparisons of the corporation's operating performance between periods and to view the corporation's business from the same perspective as managements. The earnings release contains Exhibits that reconcile the difference between the non-GAAP measures and the comparable financial measures calculated in accordance with U.S. GAAP. Before we begin, I need to provide certain cautionary remarks about forward-looking statements. Except for historical information, the matters discussed in the teleconference may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including projections, estimates, and descriptions of future events. Any such statements are based on current expectations and current economic conditions and are subject to risks and uncertainties that may cause actual results to differ materially from results anticipated in these forward-looking statements. In this regard, we direct listeners to the cautionary statements contained in our forms 10-Ks, 10-Qs, and other periodic reports filed with the U.S. Securities and Exchange Commission. I would also like to call your attention to European regulation. Any investor who has or expects to obtain ownership of 5% or more of S&P Global should give me a call to better understand the impact of this legislation on the investor and potentially the company. We are aware that we do have some media representatives with us on the call. However, this call is intended for investors, and we would ask that questions from the media be directed to Jason Feuchtwanger at 212-438-1247. At this time, I would like to turn the call over to Doug Peterson. Doug?
Douglas Peterson:
Good morning. Thank you, Chip. Welcome everyone to the call today. Consistent with the first half of the year, the company delivered another solid quarter. The underlying environment for business is unfavorable with global GDP growth in every geography, higher and stable commodity prices, strong equity markets and modest growth in US bond issuance. With this backdrop, S&P Global is doing well. Let me begin with the third quarter highlights. We attained strong organic revenue and adjusted operating profit in every segment. We delivered 190 basis points of adjusted profit margin improvement and adjusted diluted EPS growth of 19%. As a result of our year-to-date performance, our expectations for the remainder of the year, we're increasing our adjusted diluted EPS guidance to a range of 6.55 to 6.70. We will complete our $500 million ASR agreement and believe that reinvesting in our stock represents a great investment and a good use of our cash. We returned $604 million through share repurchases and dividends, bringing our year-to-date total to 1.2 billion. We continue to focus on delivering meaningful revenue growth, launching new products, investing in productivity and returning capital to shareholders. Looking more closely at the financial results, the company reported 5% revenue growth and achieved 12% on an organic basis. The company achieved 190 basis points improvement in adjusted operating profit margin due to strong organic revenue growth, the sale of lower margin businesses, and productivity initiatives. We delivered 19% adjusted diluted EPS growth. There was some puts and takes to these figures, recorded $0.03 a share unfavorable impact for ForEx and $0.14 a share favorable impact from stock option exercises, both of which Ewout will discuss in a moment. What I would like to do first is, provide a bit more color on some of the current and future drivers of our businesses. Let me start with bank loan ratings, which has been a growing part of the ratings business over the past few years. Bank loan ratings are primarily issued on leveraged loans typically rated BB+ or lower. Over the past few years both the volume of leveraged loans and the percent of leveraged loans rated by S&P have increased. During the quarter bank loan revenue of $83 million was a key factor in the revenue growth of the rating segment. This chart shows the US leveraged loan inventory with each part depicting leveraged loans maturing in the next eight years as of the end of each period. At the end of 2014 for example, $809 billion was going to mature in the following years. At the end of 2015 850 billion was going to mature in the next eight years and so on. The total amount of outstanding leveraged loans has increased each other at a compounded annual growth rate of 11% since 2011. When tracking issuance data, we always try to point out to where issuance takes place, which type of issuance and the size of the deals make a difference in the revenue we realize. Global issuance in the third quarter excluding sovereign debt decreased slightly. Structured finance sovereign was quite strong. Geographically issuance in the US increased 5% in the third quarter with investment-grade increasing 9%, high-yield increasing 1%, public finance down 19% and structured finance increasing 26% due primarily to the strength in CLOs and CMBS. In Europe, issuance decreased 17% in the quarter with investment-grade declining 22%, high-yield decreasing 29% and structured finance increasing 13%, with strength in CLOs and RMBS. In Asia, issuance increased 4%. The vast majority of Asian issuance however is made up of local China debt that we don't rate. Ratings recently published its final issuance forecast for 2017 combined with its initial 2018 forecast. This forecast provides a range of issuance estimates for each of the major issuance categories. For 2017, excluding international public finance which is not material to our results. We expect a medium increase of approximately 2% in 2017 and approximately 1% in 2018 in overall issuance, where both financial services and structured finance are forecasted to increase in both years, U.S. public finance is forecasted to decline in both years. Our cautious outlook is primarily due to the expectation that most developed countries' central banks will begin to bring in a monetary stimulus and non-financial monetary programs. And many financial markets have reached new heights in low volatility and it has become more likely that in 2018 market volatility will increase. Here is a new chart that shows how U.S. investment-grade corporations utilize bond proceeds. Issuance for M&A, buybacks and refinancing depicted in the bottom three colors of each bar has increased considerably in recent years. There has been a material raise in debt financed M&A and share buybacks since 2013 as investors have become more comfortable with blockbuster offers. Note that of the largest 40 deals ever printed nearly all had been transacted since 2013 for M&A or buybacks. Results in our investment-grade financial sector issuance, which can make up as much as half of total issuance is included in the general corporate purpose category. If we take a look at U.S. high-yield issuance over the same timeframe, we see that the high-yield issuance is much more heavily dependent on refinancing needs than the investment grade market. High-yield borrower's general issuance bonds to maturing debt are for specific M&A or recapitalization efforts. Finally providing let me share some of the progress we have made with our Green Evaluations. Propelled by the 2015 Paris Climate Agreement, and the impetus it created to finance $1 trillion a year in investments for renewable energy and other initiatives to limit global warming, Green investment is on a firm upward trajectory. S&P Global Ratings launched its Green Evaluations in April and it includes evaluations of buildings, transport, energy efficiency, water, traditional power plants and nuclear. We are encouraged by the acceptance of our Green Evaluations in the market. This slide includes some of the global bonds we have evaluated today, such as the Mexico Airport Trust and the Greater Orlando Aviation Authority subordinated revenue bond. Within Market Intelligence, we continue to extend our capabilities of our offering during the quarter. First, we launched RatingsDirect monitor, which features real time, visually interactive in intuitive ways for end users to receive information that is relevant to the company's investment and counterparty portfolio. Second is an expansion of SNL data available via Data Feed. Historically, SNL is a very small data feed business. Earlier this year we began adding certain SNL data sets to Xpressfeed, our data feed management system. During the third quarter, we rolled out new alternative and unstructured data sets through Xpressfeed such as the regulatory data, bank branch data, real estate property data and corporate transcripts. This should prove valuable to investor seeking new sources of alternative data that can help uncover relationships and new alpha generating ideas. Third is enhanced credit analytics workflow, which facilitates counterparty analysis and integration of SNL data. It also expands model coverage to include loss given default for Europe and the Middle-East as well as relative contribution analysis and 30 years term structures. Turning to Platts, we often share new product launches, but today I want to share with you progress made on a launch from a few years ago. In the past, we have discussed the increasingly important role that LNG will play in unifying global natural gas market. Platts, Japan, Korea Marker is the LNG benchmark price assessment for spot physical cargos delivered into Japan and South Korea. As these countries take the largest share of LNG imports in the world, Platts JKM has become a key reference price for the physical shipment, and as often the case when a physical market develops, market participants want to be able to hedge their position. This chart shows the surge in monthly JKM swap volumes on ICE. Volume depicted here represents a total amount of trading activity or contracts that have changed hands during the month. Open interest is the total number of outstanding contracts that are held by market participants. Next, I'd like to share with you several new products in S&P Dow Jones Indices. The first is the launch of the S&P/BMV IPC VIX Index in conjunction with the Mexican stock exchange. This index utilizes the same methodology as the CBOE Volatility Index. Second is the launch of the corporate carbon pricing tool, which helps companies assess exposure to regional carbon pricing mechanism. The tool combines the company's greenhouse gas emissions and financial performance data with Trucost regional carbon pricing information to provide insights on carbon pricing risk after 2030. Trucost has accumulated a global database of current carbon regulation, emissions trading schemes, fuel taxes and potential featured carbon pricing scenarios designed to achieve the goal of the Paris Agreement to limit global warming to 2° centigrade or less. Third, Transamerica Asset Management has launched four new strategic beta ETFs designed to provide core equity strategies with an embedded risk management feature called the DeltaShares by Transamerica suite, the new ETFs first attract the S&P Managed Risk 2.0 index series, which offers exposure to a given segment of the equity market while seeking to control volatility. Even though ETFs were only launched in July two of them have market caps that are among the top 10 of the new ETF launches this year. And fourth is a strategic investment in Algomi. Algomi is an innovative fintech company that has created a bond information network that enables buy side and sell side firms, as well as exchanges, to harness data to improve financial trading decisions allowing for greater transparency and artificial intelligence-powered trade facilitation. With that color, let me turn the call over to Ewout who will provide more specifics on our business results during the quarter. Ewout?
Ewout Steenbergen:
Thank you, Doug, and good morning to everyone on the call. This morning, I would like to discuss the third quarter results and then provide specifics on our increased 2017 guidance. Doug already discussed the 12% growth in organic revenue and a 19% increase in adjusted diluted EPS. I'd like to touch on a few other line items. First, I would like to point the $12 million increase in adjusted unallocated expense in two perspectives. About one-third was due to due to a company-wide IT project to replace our order to cash system. About one-third was for professional service fees, encouraged to identify additional growth and productivity opportunities. We believe that this will be the big quarter for spending on both of these initiatives. The final one-third was for performance related incentive compensation. Second, the adjusted effective tax rate of 27.9% improved primarily due to the discrete tax benefit on stock option exercises which I will review in a moment. And third, our ongoing share repurchase program coupled with our recent ASR led to a 7.4 million decrease or 3% decline in average diluted shares outstanding. During our fourth quarter of 2016 earnings call, we noted a recent FASB guidance change for accounting of stock payments to employees which we estimated at the time would increase 2017 EPS by $0.10 to $0.15 depending on SPGI's share price and option exercise activity. This change also impacts EPS whenever the fair market value of employee stock grants exceeds the grant price. The impact is recorded as a reduction in tax expense. Due to exceptionally high levels of option exercises, during the third quarter from private and recently retired employees we recorded a reduction in tax expenses that improved third quarter adjusted EPS by $0.14. It is difficult to estimate the impact in future quarters, but let me make two observations that should be helpful. First, the company no longer grants stock options and at the end of the third quarter there were 2.1 million employee stock options outstanding. When the stock options are exercised assuming that they are still in the money there would be a tax benefit. Second, the company continues to grant restrictive stock. Each year in the fourth quarter an average range of restrictive stock units will pass and provide a tax benefit whenever the fair market value of the stock exceeds the grant's price. For the fourth quarter of 2017, if we assume more stock options are exercised and the stock remains at today's stock price, we estimate that we will record a tax benefit of approximately $0.07 in the fourth quarter associated with restrictive stock. This amount is included in our updated guidance. Net of hedges, foreign exchange rates, had $4 million positive impact on the company's revenue and $12 million negative impact on adjusted operating profit or about $0.03 per share in the third quarter. The bulk of the impact was in the ratings segment. Ratings adjusted operating profit was primarily impacted by the Australian dollar and British pound. Taken together, the quarter included a $0.14 gain in stock option exercises, a $0.03 loss from FOREX and adjusted unallocated expenses that were much higher than our annual run rate. Now let me turn to adjustments to earnings to help you better assess the underlying performance of the business. Pre-tax adjustments to earnings totaled to a loss of $19 million in the quarter and included restructuring actions in Ratings and Corporate. We anticipate that these restructuring actions will result an annual savings of approximately $30 million. Despite strong year-to-date results we are continuously looking for opportunities to transition to lean our more effective organizations. In addition, we excluded $24 million in due related amortization expense. In the third quarter, led by Ratings every business segment contributed to gain organic revenue. The reported revenue decline in market and commodities intelligence was due to several divestitures. Each business segment reported adjusted operating profit growth, market and commodities intelligence reported a 1% gain in adjusted operating profit as organic growth and synergies more than made up for the lost profitability associated with the divestitures. I'm pleased with the adjusted operating margin improvement in Ratings and market and commodities intelligence. Well I'll just discuss Indices margins in more detail in a moment, let me just say that we want to invest intelligently in such a high margin business, while simultaneously maintaining a disciplined cost structure. Let me now turn to the individual segments' performance. I will start with Ratings. Ratings revenue increased 15% or 14% excluding a favorable impact from FOREX. Adjusted operating profit increased 19%, while the adjusted operating margin increased 170 basis points to 53%. As we have said in the past, we managed our Ratings business on a rolling four quarters basis, and you can see on that basis the adjusted operating margin increased 270 basis points. Both transaction and non-transaction revenue recorded strong growth. Non-transaction revenue increased to 7% due primarily to growth in fees associated with surveillance, entity ratings and short-term debts including commercial paper. Transaction revenue increased 24% primarily from gains, U.S. corporate bonds, global structured products and European bank loans. If you look at the Ratings' revenue by its various markets, you can see the greatest gains were in corporates and structured finance. Bank loan ratings are part of corporates and boosted results in this market. Structured finance increased primarily due to strong CLO activity in both the U.S. and Europe as well as increased CMBS activity in the U.S. The only market that declined was governments due to the 19% decline in U.S. public finance issuance that Doug mentioned. Let me now turn to market and commodities intelligence. This segment includes S&P Global market intelligence and S&P Global Platts. In the quarter, the third quarter, reported revenue declined 6% due to divestitures. Excluding divestiture and acquisition activity, organic revenue increased 7%. Despite the loss of earnings associated with divestitures, adjusted operating profit improved 1% due to organic growth and synergies realization. Adjusted operating margin improved 270 basis points primarily due to strong organic revenue growth, the sale of lower margin businesses and SNL integration synergies. Turning to Market Intelligence, excluding recent divestitures organic revenue grew 8%. There are three primary reasons behind this growth. First, we serve a diverse set of segments beyond Wall Street, including corporations, banks, insurance, professional service firms and others. Several of these have better underlying growth characteristics than investment banks and investment management. Second, we serve all of those segments from the largest to smaller companies and grow our contract values as our clients grow. Third, our renewal rates and sales performance are strong as we enhance the product, train customers and leverage our unique and proprietary conduct. One area greatest growth can be seen is in the number of SNL, S&P Capital IQ and risk surfaces desktop users, which expanded 13% year-over-year. Emphasis continues to be on instituting enterprise-wide commercial agreements and combining desktop platforms, approximately one-third of RatingsDirect and Capital IQ desktop business has been conferred to enterprise-wide commercial agreements. With respect to combining desktop platforms, two events will occur in early November. First, we will launch a product of the new Market Intelligence desktop for all SNL customers. This will have an updated look and feel, will contain all SNL content and the new Capital IQ content and functionality. Second, we will launch an official beta release of the new combined platform for investment banking customers after just completing a successful preview campaign with selective users. Looking more deeply at Market Intelligence revenue, all three components delivered a strong organic revenue growth. Desktop products grew 8%, enterprise solutions had been renamed data management solutions and revenue increased 9% leading growth of Market Intelligence. This surface has grown 5% with Ratings Xpress and RatingsDirect providing high and mid-single digits respectively. And finally note that about $37 million of revenue in the third quarter of 2016 from businesses that were divested. Turning to Platts, organic revenue growth fixed higher, up to 4% growth in the first half of the year, Platts delivered 6% organic revenue growth in the third quarter. This growth was due to the poor subscription business which grew mid-single digits and Global Ratings services revenue which increased by more than 20%. The effective trading was strong at the intercontinental exchange in oil and at the Singapore exchange with iron ore. If you look at Platts revenue by its four primary markets, you can see that petroleum and power and gas makeup the majority of the business. Platts growth this quarter came primarily from petroleum which benefited from solids of subscription growth and strong global trading activity. In addition petrochemicals contributed 6% growth and metals and agriculture returned to growth with a strong recovery in global trading services revenues. Please note that there was $9 million of revenue in the third quarter of 2017 from the PIRA acquisition. Let me now turn to Indices. Revenue increased 14% mostly due to continued growth in ETF assets under management. Adjusted operating profit increased 10%, adjusted operating margin decreased 190 basis points to 64.3%, as revenue gains were partially offset by increased expenses related to performance driven costs and investments. Performance driven costs includes sales royalties paid to our partners, sales commissions and incentives. And investments include true cost expenses, expansions in India and Mexico and technology. Asset-liked fees, which are principally derived from ETFs, mutual funds and certain OTC derivatives experienced greatest growth in the third quarter rising 17%, driven by 31% increase in average ETF AUM. Subscription revenue increased 6%, due to growth in data subscriptions and custom indices. Exchange rate of derivative revenue rose 6%, with gains in S&P 500 Index options and fixed futures and options activity. The trends of assets moving into passive investments was again very strong in the third quarter, with the exchange traded products industry reaching net inflows of $124 billion. The quarter ending ETF AUM guide to our indices totaled $1.214 trillion, up 33% versus the third quarter of 2016. As the chart shows this was the result of $150 billion of net inflows and $150 billion of market appreciation over the last 12 months. The $1.214 Trillion was a new record. The third quarter average AUM associated with our indices increased 31% year-over-year and this is a better proxy for revenue changes than the quarter-end figures. Exchange rate of the derivatives volume most mixed. Key contracts include increased S&P 500 index options and fixed futures and options activities which experienced robust activity and a decline in activity at the CME equity complex. Now, turning to our capital position, there was little change from the end of the fourth quarter of 2016. We now have $2.3 billion of cash and $3.6 billion of long term debt. $2.1 billion of this cash was held outside the United States at the end of the third quarter. Our debt coverage as measured by adjusted growth leverage to adjusted EBITDA was 2.0 times versus 2.1 times at the end of 2016. Year-to-date free cash flow was $1.1 billion dollars of which nearly 500 million was generated during the third quarter. As for return of the capital, the company returned $604 million to shareholders in the third quarter, $500 million through an accelerated share repurchase program with 2.8 million shares received in the third quarter and additional shares expected when the program is completed at the end of October and 104 million in dividends. Now, I will review our updated 2017 guidance. Based upon strong year-to-date results and our expectation for the remainder of 2017, we have made several changes to our 2017 guidance. This slide epics our GAAP guidance and the changes that we have made. Please keep in mind that our guidance reflects current spot market ForEx rates. This slide shows our updated adjusted guidance. The changes are highlighted on this slide. I'm going to discuss the changes to our adjusted guidance which were as follows. We have increased our organic revenue growth from high single-digit to low double-digit growth, with contributions by every business segment. We have increased our unallocated expense from a range of $130 million to $135 million to a range of $135 million to $140million, driven by continued IT spend and higher incentive compensation. We have increased our operating profit margin guidance from a range of 45% to 46% to a range of 46% to 47%. We have lowered interest expense by $5 million to $145 million and we have increased diluted EPS, which excludes deal-related amortization from a prior range of $6.15 to $6.30 to a new range of $6.55 to $6.70. Overall, this guidance reflects our expectation that 2017 will be a very strong year for the company. With that, let me turn the call back over to Chip for your questions.
Chip Merritt:
Thanks, Ewout. Just a couple of instructions for our phone participants, please press Star 1 to indicate that you wish to enter the queue to ask a question. To cancel or withdraw your question, simply press Star 2. I would kindly ask that you limit yourself to two questions; that's two questions, in order to allow time for other callers during today's Q&A session. If you've been listening through a speaker phone, but would like to now ask a question, we ask that you lift your handset prior to pressing Star 1 and remain on the handset until your question has been answered. This will ensure better sound quality. Operator, we'll now take our first question.
Operator:
Thank you. Our first question comes from Peter Appert from Piper Jaffray. You may ask your question.
Peter Appert:
Thank you. Good morning. So Dough the performance on margin perspective continues to be exceptional and then you've addressed this before, but I'm required to ask you again, your confidence and the ability to continue to sustain the currency margin improvement you have seen, how much more upside is there how is been used up already.
Douglas Peterson:
Peter thanks for the question, good morning. We continue to be committed to improving our margins and at the same we are investing the businesses we think that obviously one of the best indicators of improving our margins is to keep growing the top line. We have invested in however approaching commercial markets, we put in place commercial heads of all of our businesses we are working towards looking at the best ways to penetrate markets and then improve our top line growth, but at the same time we are also committed to managing our expenses in a way that are professional as well as appropriate for our business growth. So we continue to be believe that we can improve our margins, we have thought about a lot about this and it's something that we think that we can still do.
Peter Appert:
Alright, thank you and with that I am just wondering if you have got any - if there has been any evaluation in your thought process in terms of appropriate level of leverage on the balance sheet.
Ewout Steenbergen:
Good morning, Peter. If you have heard us speaking last quarter with respect to our capital philosophy and targets, that is a new frame work we have set out to you our investors that hopefully provides clear guidance on our expectation with respect to capital return. Our balance sheet, share buy backs, our dividends and also leverage expectations for the future. What we have said is that we want to be investment great overall and that our adjusted growth leverage should be in the range of 1.75 to 2.25 versus our adjusted EBITDA. This quarter we are at 2.0 so just at the midpoint of the range and therefore a very comfortable where we are with respect to leverage at this point in time.
Peter Appert:
Okay. Thank you.
Operator:
Thank you. Our next question comes from Joseph Foresi of Cantor Fitzgerald. You may now ask you question.
Joseph Foresi:
Hi, so you are obviously having a fairly good year here. How do you think about the long-term growth rates and margin profile for the overall business?
Douglas Peterson:
Joseph, thank you for that, this is Dough let me just give you a couple of quick thoughts about that. As I just mentioned to Peter, we continue to look at top line growth as the best way to drive our margin improvements and we don't have necessarily projections for each segment, but our guidance is adjusted. Operating margins about 46% to 47% that you just saw in the slide that Ewout presented. In the ratings business over the long run we inspired to the low 50% range. We are continuing to look at how we can drive productivities through investments in IT, but maintain our quality, our controls and our analytical excellence in the market in commodities space we've got a high 30% margin over the next couple of years. We are continuing to complete the synergy program as well as the other approach to commercial discipline in IT investments as in ratings. And then in index, we don't really have a specific target in the index business. AUM levels and derivative activities in some ways are out of our control, but we are continuing to invest in the business and due target - in the extent we have it targeted. It's maintaining in the same kind of a range, but we are not giving a specific target for the index business.
Joseph Foresi:
Got it. That's helpful. And then my second question, any thoughts on the new tax reform that's out there and how could impact the business going forward? Thanks.
Douglas Peterson:
There is a couple of things on the tax reform. Obviously if the overall tax rate is reduced that would - we will be a beneficiary of a lower rate. We have been able to have a few benefits here and there and we're in this 30% range we used to be at the more of the 31% and 32% range. But if the corporate tax rate went down to 20%, we will have a very positive impact. There is other provisions which have been mentioned in the past like non-deductablity of interest expense, we have look at that carefully, we see what that might do to the debt markets. We think that there could be some potential impact to debt markets from that, but at the same time debt is the most important capital market in the United States and it's a way the corporations finance themselves and provide more leverage and better returns to their shareholders. But these are still - most of this specific details of the tax reform are really not known yet and as they become known we are going to be looking those, but based on what we know now, net-net we would probably get some benefits from the tax reform based on the provisions that we have seen.
Joseph Foresi:
Great, thanks.
Operator:
Thank you. Our next question comes from Conor Fitzgerald from Goldman Sachs. You may ask your question.
Conor Fitzgerald:
Good morning. I want to ask a question on the treasury white paper particularly some of the comments around the pricing ForEx data feeds. I know the comment doesn't really specifically apply to your business, but you can see there's perhaps some prolog events just fit on data business, but pricing power. Does the white paper change, I think of our pricing power in this part of your business at all?
Ewout Steenbergen:
Good morning, Conor. This is Ewout. Of course we have taken notice of that report and overall our expectation that those particular professions or proposals should not impact the S&P global. As you would see it's very much in between data providers of equity markets and broker dealers and the charge of data feeds from the equity markets. We are facilitating some of those through our platforms, but the end those are direct to relationships in terms of intellectual property between the exchangers and the broker dealers. So overall, we don't believe that will have an impact on the companies and therefore we are very comfortable that the company will have similar growth expectations in the future not impacted by this report.
Conor Fitzgerald:
That's helpful, thank you. And then just another one on taxes, if there was a lower tax rate on foreign cash repetition how would you think about potentially utilizing that?
Ewout Steenbergen:
Yeah, at this point in time, our foreign cash is focused on permanent reinvestments overseas. So that is the starting point. We might reconsider those plans when there is a change in tax profession and that could be repatriation, but we need to discuss at that point in time when we have the tax. So it might be that we reconsider our permanents reinvestments, plans we have today, but we need to see what will come out of the new tax regulation and we need to decide at that point in time.
Conor Fitzgerald:
Very helpful, thanks for taking my questions.
Operator:
Thank you. Our next question comes from Miss. Toni Kaplan from Morgan Stanley. You may ask your question.
Toni Kaplan:
Thank you. Good morning. In light of the outside strength in transactional ratings revenue this quarter, can just give us some additional color on pricing and share gains. It is seen like based on the issuance levels that we had seen that this was a real out performance.
Ewout Steenbergen:
Good morning Tony. Let me just give you a little bit of color on the performance overall clearly this was not such a great quarter when it comes to issuance the global issuance was down almost 7% overall, but as usual there is a mix balance that we always look out to see where there might be sources of strength for the type of performance we had on the top line. In U.S. the corporate were up about 6.5% the financial services were up 9%. You know the public finance is down about 19%, but a combination of the corporate to financial services what we saw overall with some strength in the public and the - the structured finance area, there was a CMBS strength, it was up as 46% for the quarter as well as structured credit which was mostly CLOs that was up over a 100%. So truly the mix of what we saw that we benefited from and then as you know this quarter we had the first slide we showed you was bank loan ratings because that's been a very positive story for the market overall. The bank loan market has been strong through a combination of banks activities with their own balance sheets and then securitizations to go eventually sometimes into the CLO market. And it's a combination of all of that that is driven our top line growth.
Toni Kaplan:
Great and then in the slides, it showed that the desk top users from market intelligence to desk top users were up 13%, but that desk top revenue itself was only up about 8. So could you give us a sense of what the divergence is there is it customer mix and if you could give any color on desk top client base like sell side versus buy side, banking versus research or other functions anything that you can provide there is very helpful. Thank you.
Douglas Peterson:
Tony, let me take the first part of that question. On the first part of the question as you know we are slowly moving towards changing our contracts with customers to an enterprise wide contract which means that you have agreement with your organization and they can bring on its many users as possible. So as we move more, more of our contracts enterprise wide that means that there are - you open up the ability for anybody in that has approached using a license to use products and services so that's where you see the number of desk tops increasing and it's a good leading indicator for us in the future where we are going to be. We are negotiating contracts overtime as the usage goes up its gives us the ability to think about how we can get pricing increases over time on that. And Chip has some more numbers specifically about the different segments of who the users are.
Chip Merritt:
Yeah, I don't know the very exact numbers, but a few quarters ago in our slide that we gave you a price chart which shows you the break down market intelligence cost by - customers and was roughly pretty evenly split between four categories. One of the categories that people don't think about a lot is corporates and others. So you know the corporate and accounting firms and consulting firms [indiscernible] those folks may buy not look at this specifically, but those kind of firms. Then that chunk with sell side, a chunk with buy side, a chunk within private equity. So please go look at that chart may, might exact figures, but take pick up that chart.
Toni Kaplan:
Thanks very much guys.
Operator:
Thank you. Our next question comes from Alex Kramm from UBS. You may ask your question.
Alex Kramm:
Good morning. Just staying on that market intelligence topic for a second and I heard the one third no enterprise pricing and I know there was no other question what market data cost in general. When we talk to clients some of those move to enterprise pricing, it seems to be driving decent cost increases into the tune of like double digits or so. So just wondering at what point you are reaching the limit or you still feel like you got good upside. I guess what we are hearing is that folks increasingly are looking at the cost with you guys and wondering if it is getting ended a bit too much though. Any comments will be appreciated.
Ewout Steenbergen:
Good morning Alex. This is Ewout. So we are very encouraged by the trends of moving to enterprise wide contracts. As you know that is an exclusive strategy of markets intelligence and we think that's good for the customers and good for S&P global. So let me give you a little bit of more color around that about one third of the previous capital like few customers are now come forwarded the plan in ultimately to continue to bring the whole customer set to enterprise wide contracts and we believe that's a good developments because it ultimately - it means that when one of our customers is adding new employees, new analysts they can all be added to the platform without any additional costs. And, still it will increase usage, it will increase embedding into the models, we like to see that number of 13% increase in usage, we think ultimately more users is always a positive in the long term. So, overall this is an explicit strategy, we believe we provide value for the platform, we look as you know from the enterprise wide conflicts very much to actually usage, and we try to make an estimate of the edit value for the customers. How much that's embedded into the work close. So, there's a difference between a customer that is looking at a more high-level data sources, others that go in very deep prefatory intelligence and therefore there are some difference changes in terms of the price setting. But overall, we believe that the product is well priced, is competitive in the market, is heading functionality and that is the main drive behind the growth in users and the best of revenue.
Alex Kramm:
Alright fair enough, and then just maybe, since somebody mentioned that treasury report earlier, I think one of the areas that didn't get lot of attention was, I guess, treasuries push for more securitization. So, Doug may be for you, I mean, any conversations you had to that regard with the administration and obviously structure plan as markets haven't been that robust last two years. Anything that could do, or time lines you would think about here, if officially pushed to get that going again?
Douglas Peterson:
Well that the two aspects, the first in the US that's clearly interested in Washington and I have no idea what the term could be for GST reform, which might eventually change the dynamic of the R&BS market. The R&BS market in the US is gotten to be quite small, but in the last quarter, there was less the $12 billion of issuance of R&BS securities. So, there might be at some point, some reform there, but I'm not going to hold my breath for it. In Europe you know that Mario Draghi has spoken many times about wanting to revitalize the securitization market in Europe and they do think, to be some progresses, see more structured credits, this quarter they were $14.2 billion worth of CLO's and other type of structured credits. And we do see some interest in Europe to have a more robust securitization market, particularly because, it frees up capital on corporate and thinking down sheets, so that they can be re-invested in other type of activities and as well as provides more inventory for the securities markets and moves away from more terminal and banking market. So, I've had a lot of discussions with this with different central bankers and policy makers, but, there is no specific plans innovate that I've seen. And in the US the biggest market could get at least, if you saw the R&BS market, opening up again, but I don't see any timeline for that.
Alex Kramm:
Okay, very good thank you.
Operator:
Thank you, our next question comes from Hamzah Mazari from Macquarie Research, you may ask your question.
Hamzah Mazari:
Good morning, thank you. I was hoping you could address, how investors should think about your business, and any Nett benefits post Midrid 2, is that something you guys benefit from? Historically you haven't talked a lot of that, some of your peers have, so just curious there first?
Douglas Peterson:
Thank you, Hamzah. Well first of all, when it comes to Midrid 2, we are obviously looking very carefully at this, there are sort of different in's and out's from this, and there is a lot of new discussions about this today related to how the US players are going to be able to deliver intelligence and research into the European market. So, first of all from our point of view, a direct point of view, we're providing research in data and analytics that is already paid for with hard dollars. When somebody gets the subscription to our products and services we are already paying for them, with a, to a subscription that is paid for with hard dollars, Euros, pounds whatever the currency is. And we are not part of the unbundling loops that is going to take place from the institutional self-side research analysis or now typically ramped in their soft dollars, which is part of a training credits or some sort of a training system. So, from a direct point of view, we don't think we are going to see any impact or business. Second, as the market does become unbundled and you see new ways for research to be delivered, our platform at market intelligence can be used by the investor banks to deliver research and we can do in a way that we are able to track usage, we are able to track how many times of different reports are opened, so that they can be charged, we can set up subscription approaches and we can do that and reach out to different types of investors and analysts that are using the kind of research we have today. Clearly the biggest question that's been coming up when I meet with you and your colleagues and peers is that, wilt her be any kind of negative impact on the research projects? And we don't know if that's going to, what kind of a potential make us impact it could be if there is a squeezing of research budgets and organizations have to look carefully about how they want to spend, how they want to spend their hard dollars overtime, if there is going to be any negative impact there. Well generally speaking, we are watching this very carefully, we're going to understand what it means for us, but, there is no direct impact initially.
Hamzah Mazari:
Great and just a follow-up question, you know curious how investors should think about the plats business, in an up cycle relative to pass cycles. And the reason I asked that question is, you've done a ton of acquisitions in that business, it's more diversified, you probably have more supply demand data that you didn't historically when that acquisition was done. So, you know may be help us understand in a stronger oil and commodity market, I know you mentioned the business ticked up, but it could growth be similar to the numbers that business put up in the last up cycle? Granted we don't think energy is going to a 100 but, just curious any thoughts there? Thank you.
Douglas Peterson:
Well first of all, our expectation right now for oil, is that it's going to be in a range somewhere in the $50 to $60 range, but, let's say $45 to $60 is the expectation that we have right now. At $45 you see people pulling up production when it gets into the mid 50s, people, sorry when you get there in the 40s, in the low 40s people stop producing, get into the 50s, 55, 60s people start producing more, you get more supply coming in. so, we've seen this dynamically, so we have a much more stable oil price. We've been growing portfolio of services that can allow us to provide all the way from the exploration and the well head to the refinery onto the product, with a combination of crude oil analytics, of refinery analytics, of shipping etcetera and we are just starting to see the promise of putting those businesses together to start growing. So, we think the plats in the overtime in the couple of different buckets, one is obviously the different acid classes and sales of petroleum, natural gas, energy, plastic, petrochemicals etcetera. And then the other is pricing and GTS, that go with trained services and secondarily the trade flow analytics and data products. And we are investing in all of those to see if we can grow our subscription businesses overtime and make this one of our growing businesses. But, we do see this stability should be beneficial to the business, but I can't initially forecast what that's going to mean for us in the future.
Hamzah Mazari:
Very helpful thanks.
Operator:
Thank you, our next question from Finn Matthew [ph] from William Blair. You may ask your question.
Unidentified Analyst:
Thanks, just one from me, I guess, on the indices you talked a bit about the margins, but can you elaborate a little bit more, I know you are trying to seen some sort of range, but it seems like we've seen kind of the second year of a little bit more investments and I think it's rational, but I guess can you talk about from here to the , should we see elaborate from this point or do you see a sustained period of wanting invest in new products and I guess the infrastructure of the business?
Ewout Steenbergen:
Hey good morning, this Ewout. So, let me first tell you about the big picture perspective have on this business and then I will provide a little bit more color, so overarching we think we can grow a business that has margins mid 60% range, mid 60% by 14% revenue growth during the quarter, that's a very good development and that creates a lot of economic value, for our shareholders. I have specific reasons why there was a 190 base point decrease in margins for indices this quarter. The first reason is, the addition of True cost on average is driving the margin down but truly that's a good investment and a capability that will help future growth. And secondly, there are some foreign related expenses, we think about certain royalties we have to pay where there is a revenue element on the one hand but then an offset on the expense line with respect to the royalty. So that is also having a slight impact on margins. But taken altogether, we believe that this is a business that we are able to grow, and the future is still at that mid-60% margin level in a very healthy way. So certainly we expect to continue to do that and will invest intelligently also in future growth in the Indices business.
Unknown Analyst:
Thank you.
Operator:
Thank you. Our next question comes from Manav Patnaik. You may ask your question.
Manav Patnaik:
Thank you. Good morning, gentlemen. First, I just want to thank you guys for the notable increase in disclosure, color and commentary, very help for us. My first question is I guess around in the Platts side and Doug you pointed out the LNG product and the growth there and then in the Platts sort of break outside we saw power and gas I think declined 1%. And my guess is LNG is a fast-growing area but there just maybe some other offset there. So just a broad question on could LNG be a material contributor to that business, drive some more growth there, any thoughts there would be appreciated.
Douglas Peterson:
Good morning, Manav. We look at the LNG business as one that's - which is really a long-term investment for us. I don't know if I could say that the contributions are going to be high over the next few quarters. I don't even know how long it will take to get there. But when it comes to development of a global market, this is one that we are investing in because we think it will become a significant global market. If you go back just about two years ago, the price of the BTU of LNG was $4 in Louisiana and $16 in Japan because there was no very unified markets through LNG but as the LNG terminals get built up around the world, cost for liquefaction and de-liquefaction and in particular with Korea, South Korea and Japan being the two largest importers over time, we really think this will develop into a global market and we would like to be on the ground floor. So right now we see it more as an investment market where we are buying the right kind of and building the right kind of capabilities to serve this market. And overtime it should get bigger and we hope it becomes one of our areas of growth.
Manav Patnaik:
Got it. And then just on the bank loan rating and I guess it's the one side decision that's hard for us to track. So I was hoping for some color in terms of how penetrated you think you are in that market and I know it's been lumpy in the past, if any help, and how do you think in the next - in a couple of quarters it would be?
Chip Merritt:
Yeah, so on the first quarter call, we shared some specifics with you, and once again I don't - how appropriate I think they were, but in the U.S. four or five years ago, we were up about 34% in the first quarter we were around 93%. And then when you got to Europe three or four years ago, we were down around 40% and got around 70% somewhere in there, but I encourage you to go look at first quarter slide. We might share that plot again, I didn't feel like putting it in there every quarter, but at least give you a sense for the really the big share gain, not taking share away from a competitor, but just more and more bank loans are rated.
Douglas Peterson:
One of the things that I would also point out, it's not a Science what I am going to tell you, but it is a way that the bankers as well as issuers think about it. If you look at a combination of bank loan rate of high-yield bond proceeds and CLOs together, you will get a pretty good picture of what's happening in the high-yield markets because they are substitutes - somebody who couldn't go to the bond market, they could go to the bank loan market and they could also - the banks could securitize their loans and the CLOs. And when you look at those different volumes that's what - that's the way I look at the overall high-yield market, its different pieces. And clearly with the liquidity in the banking market in particularly in Europe and then in the United States with the access to the CLO markets for its banks and then there is a lot of investors who have also been interested in floating rate exposure as opposed to fixed rate exposure especially over the last few quarters. It's a combination of all of those factors that has driven such high activity in the bank loan rating market, and we do believe that we have a good penetration there and that we are one of the rating agencies that's a go-to rating agencies for that type of activity.
Manav Patnaik:
Got it. Thank you for the color.
Operator:
Thank you. Our next question comes from Anjaneya Singh from Credit Suisse. You may ask your question.
Anjaneya Singh:
Hi, thanks for taking my questions. First, on margin performance and Market Intelligence, up nicely year-over-year, but flattish as we have been perhaps than previous year, so in light of the synergy capture opportunity that you folks have in that segment, can you talk about what's limiting the sequential margin expansion there and any update on how the removal of some of the redundant cost is progressing?
Ewout Steenbergen:
Yeah, good morning. This is Ewout. Overall, we believe that there is a lot of opportunity to further expand the margins in Market Intelligence. You have seen very healthy growth with respect to revenues. So that is one side of the story and we believe we were talking before about the active users of the platforms. Ultimately that will help to drive up the revenues of the desktop in the future. Secondly, we believe there's opportunities for efficiencies, we are still working on the SNL integration. We will get back to you with an update at yearend where we are with those synergies, but we have all the reason to believe that we will be able to hit the target with respect to synergies we put out to you at the point of the acquisition but also at the beginning of this year. And lastly, if I look at the overall year-over-year trailing 12 months margin improvement; I am looking at 420 basis points margin improvement year-over-year. So we think that is a clear indication that we are on the right track. Again, growing the top line harder and higher than the expense line in the future, we will continue to derive the margins up.
Anjaneya Singh:
Okay, got it. And as a follow-up I was wondering if you can share any updates on Project Simplify as you folks are moving to more of deploying pilots. Are you seeing any tangible improvements, just trying to get a sense of whether the initiatives are starting to bear fruit on the efficiencies or it's still little early to see the main results.
Douglas Peterson:
What I would say is that it's two answers. The first answer when it comes to progress on getting the Project Simplify and pilots were making excellent progress with rolling it out across different practices and at some point, where we are going to be moving into the largest practices, where we are going to be rolling ourselves. So up until now, the philosophy is simplification and standardization of building an embedded control and thinking about an end to end data collection all the way to the publishing process has been really good work and the overall design progress, the piloting progress and how it is moving has been quite good. When it comes to the thing on the financial impact on it, it's starting to leak in, it's not a big driver of expense right now, but over time it's something that we will start becoming more significant, but as of now it has not been an important driver of expenses going down.
Anjaneya Singh:
Okay, got it. Thank you.
Operator:
Thank you. Our next question comes from Jeffrey Silber from BMO Capital Markets. You may ask your question.
Jeffrey Silber:
Thanks so much. I get one question that investors ask a lot, I want to paraphrase that. Hopefully you could help us out. So keeping focus on margins again but that seems to be the same today. Specifically, looking at your Ratings business, you said your long-term goal is in the low 50%, you are already taking over 53% year-to-date. Now you mentioned margin expansion continues based on revenue growth, you got some really strong revenue growth this year. I mean if we kind of go back to a normalized environment, do you think it's possible that margins could actually go down if you continue expanding in the Ratings business. Again long term I know where you are heading but maybe next year, would it be possible to take a step back before taking a step forward?
Douglas Peterson:
Jeff this is Doug, that's essentially a bit of a theoretical question, but the mid-50s or the low 50s is a medium-term goal, not necessarily a long-term goal. Clearly, there are flows of issuance that we benefit from sometimes when there is higher flows we are going to benefit from as the part of our revenue stream which is the transaction based revenue and from the point of the view of - if there is a quarter that doesn't do very well and you have heard me say this many times before that we could easily see a quarter or two or even more where there is weak issuance and our top line is not as strong as it has been and the mathematical calculation of that could lead to a lower margin. So theoretically to your question you could feel lower margin but when it comes to how we manage our expenses and how we are managing our business overall, we are very conscious of improving our performance, improving our margins. But theoretically from your question, there could be some quarters that the top line growth is very meek, and it could hit our margin.
Jeffrey Silber:
Okay, I appreciate the answer. Thanks so much.
Ewout Steenbergen:
So let me build on Doug's answer. The other side there is we are staying very tight and disciplined with expenses. So particularly in this period with revenues going up, we don't want the expense line to go up too much. As you have seen, we have even announced a restructuring in Ratings at this point in time. So the benefit of that is when there will be some headwinds at some point in the future that we have an expense base that can withstand that in a healthy way. So certainly at that particular point that on the expense side, we continue to be very disciplined, and that should help in a theoretical scenario as you described.
Jeffrey Silber:
Okay, thanks so much.
Douglas Peterson:
Thanks, Jeff.
Operator:
Thank you. Our next question comes from Bill Warmington from Wells Fargo. You may ask your question.
William Warmington:
Good morning everyone. So a clarification question on some comments that Ewout had made on the Market Intelligence piece. When you mentioned that about a third of Cap IQ base had now converted over to the enterprise wide contract, I just wanted to understand that, is that specifically just an enterprise pricing model, or is that enterprise pricing model including the combined SNL as well. And part what I'm curious about is what percentage of the Cap IQ clients who are offered that option have taken it?
Ewout Steenbergen:
So make sure we are clear, make sure - the products have not been combined yet just the commercial agreement, okay. All the SNL clients were already on enterprise-wide. So they were already there.
William Warmington:
Right.
Chip Merritt:
So as we then work through our Cap IQ customers, some of whom are also SNL customers and some of whom are not. That's what we were referring to at the third that we have made it so far. It's not really a question of acceptance or are there choice because in the future there will only be one commercial offering, one product, a combined product. So we have to get to one commercial offering. It's really in our choice in the future, so it's working our way through it. I am not sure. Does that answer your question, Bill?
William Warmington:
Yes it does. Thank you, Chip. And then one of the question on the Ratings side, just wanted to ask, how much of a factor has first time issuers been in the strength that you have been saying? I don't know how much of that applies to the bank loan issuance in terms of the issuers versus the guys who were refinancing over the past nine months, but I wanted to ask that question.
Ewout Steenbergen:
I think where you see it, I don't have the numbers at my fingertips but there is one way you can see it occurs in a proxy is to go back to our slides and look at the part of our Ratings, which is what was transaction revenue versus what was, let me just find that slide if I could. Yes, so if you look at on slide 26 of our slides, the non-transaction revenue increased 7% and that is driven partially by the new issuers that come on that pay us for entity rating. So that would be the one area I would say that you could look at for proxy. Otherwise I think it would be better if Chip call it up a bit later with some more specific data on that question.
William Warmington:
Got it. Thank you for the insight.
Operator:
Thank you. Our next question comes from Craig Huber from Huber Research. You may ask your question.
Craig Huber:
Yes good morning. I have two questions. First one, can you just talk a little bit further maybe seeing assumptions behind the comment early on Doug about global debt issuance up 1% or so in 2018. What is sort of the thought there behind where credit spreads be in that scenario, the yield curve, how much of that might go up over time, what's your expectation behind that GDP? Does that pick up significantly from here? Obviously, there is a huge refinancing walls during the next two years, and how do you sort of get to that 1% and that was the first question. Thank you.
Douglas Peterson:
Okay, yes. So thanks for that. First of all, this is something that our fixed income research team in Ratings, they do this report few times a year. And the basis of this report is a combination of analysis of what is the refinancing pipeline. So what we are seeing in terms of maturities that are coming through and all of the different bond markets in the world. It's also a combination of looking at what's the expectations are for growth in the world. And there is one big wild card this year which is something I mentioned in prepared remarks about monetary policy and what kind of impact that could have. So just in terms of couple of the key components, first of all when it comes to issuance forecast in 2018 overall, it's for about a - basically flat, let's call it overall flat even though it might be around you know about 1%, but generally speaking it's flat. It's a combination of looking at financial services issuance, which is going to be up about 5%, structured finance up about 5%, U.S. public finance down about 7% and then overall globally corporate should be down a little bit based off of the maturity profile that's out there. And as a result of that, you see that the overall forecast is as I said flat up maybe you know about 1% to 2%. When it comes to GDP growth rate, our team is forecasting GDP growth rate next year on the global scale about 3.6% with the U.S. in the lows two's around 2.2%, 2.3%. We are also expecting that there will be three 25 basis point interest rate increases in the U.S. as the U.S. Fed Reserve starts to normalize monetary policy further and that's also something which is going to play in the market. We don't necessarily think that there is going to be an increase in December but those three will most likely be next year. And that in Europe, there might be a slowdown or a potential paper of the purchase of bonds in the European market. So again these are all of the different factors that we look at maturities, we look at what's happening with overall with the interest rate, the base rate interest rates in the global market's expected growth. And the growth in the global economy is actually pretty good right now. There is only six countries around the world including Venezuela, they are not growing. And it's been a long time we have seen sequential coordinated growth across the entire global economy especially after coming out of financial crisis. So all of those generally give us a pretty positive, or benign to positive environment, and we look at that when we are preparing this forecast.
Craig Huber:
Thank you for that. Another question, Doug, I think you mentioned earlier on that third quarter global issuance I guess the rate I believe was down 7%, your revenues, your transactional revenues were up 24%. Can you just talk a little bit further about the mixed issues while you outperform that revenue side soft handedly please?
Douglas Peterson:
Yes, so first one we talked about and we were very specific about this quarter was the bank loan ratings and that's something when we talk about issuance we are including the bank loan rating market. That's - when we talk about issuance we are talking about fixed income instruments that are issued by governments, by financial institutions, by corporates, by municipal et cetera. And so the first really one of the important elements was the growth in bank loan rating. The second is in terms of the mix. When sovereign is an example was down about 11% but we don't get a lot of income from sovereign. It's not an area that drives a lot of our income growth. In addition, there is industrial side in the U.S. the corporate issuance was up 6.5% and that for us is one of the key drivers. The corporates are those that go-to market, they pay us the ongoing issuer fees as well as how they are going to the market. There is also an addition, maybe the commercial paper market was strong in the last quarter with a lot of issuance there that maybe again hasn't really picked up. But think about for us the industrial corporate markets in U.S. were up 6.5%, financial services up 9% and despite the downturn in Europe in corporates and financial services, those were offset by the U.S. issuance. And then secondarily, CMBS and CLOs were up in both markets, in the Europe and the U.S. So it's been about the components, corporate issuance, financial institutional issuance and the world's largest capital markets in the U.S. and then structured finance issuance in Europe and the U.S. both in CMBS and CLOs, both of those up. Those are the components that drove the increase despite the total market being down.
Craig Huber:
Okay, thank you.
Operator:
Thank you. We will now take our final question from James Friedman from Susquehanna Financial Group. You may ask your question.
James Friedman:
Well thank you for taking me in here, I think most of my questions were answered, but I did want to follow-up about that slide 9 Doug about the banner year for bank loans. I knew you had a lot of questions about it, but you guys have been consistent when this is a theme since the first quarter. I guess my question is, it's a little bit difficult parse what is your gain in market share versus say the cyclical versus may be importantly the structural growth in this end market. I was wondering if you could help parse that between Europe and the U.S. we are trying to evaluate how sustainable this is and clearly you made a lot of progress since 2010 on the slide, but we are trying to anticipate how this is going to look going forward. Thank you.
Douglas Peterson:
First of all thank you for the question. If you look at the instead of slide 9, if you look at slide 10, this gives you a view of what are the majorities over this following years and next 10 years at the end of each of these periods and that I think is the way to look at what is the potential growth of this market. I am not going to say that you can never predict what's going to happen in the future, but this just gives you a view of in 2011 when I joined the company, I could see from having worked in a bank setup, the bank loan market was going to actually expand and we put a major focus on this in 2011 when I joined the ratings business, because I knew from coming from the banking world, but this is going to be a major focus of the banks given the kind of capital allocation and risk capital approaches that were being imposed from the regulators. And so we have seen now that over the last seven or eight years we have seen a 11 % triggered growth in that what you consider to be the majority if are going to call that the next 8 years were the majorities. The mix of this - this is the U.S. leveraged loan market on this slide. So this doesn't give you the European piece of that, but the European piece of this we look at that as the markets get more sophisticated and as the bank loan market gets more sophisticated that benefits us with the CLO markets as well as bank loan rating. But also as those many of those bank loan ratings turn into issuance they move from a bank loan into a bond issue that also benefits us as well. And remember one of thing typically the leveraged loan market are double the plus or lower rated issuers which is the non-investment grade or the speculate type of issuance which is also one where we typically get a better type of the fee profile in the investment grade. So we look at this overall as it is really important area for us to stay close to, to watch the evolution in the mix between the different types of markets, loan markets, CLOs and non-investment grade its I think it's all kind of wrapped up into one broader type of non-investment grade market. And we think that one of the really good stories for last few years has been the leveraged loan market.
Craig Huber:
And I think what we will do in the fourth quarter is resurrect that first quarter slide that shows the market shares that several of you have asked about that, so we will resurrect that chart in our fourth quarter. And you can get sense for that. The one thing I want to add is the underlying reason why these things are rated okay, if a bank were to keep the loan on books related to the loan they wouldn't need to get it rated. But if they want the flexibility they get that loan off of their books maybe wrap it up a CLO or sell it off. Then having a rating is very, very beneficial to them. So I think this to understand the logic behind why it occurs as [ph] that will occur in the future.
James Friedman:
Thank you.
Douglas Peterson:
Okay, James, any more question from you?
James Friedman:
Oh, no. that's it for me. Thank you very much.
Douglas Peterson:
Great, thank you. Well, let me close the call by thanking everyone for being on the call today. I think that consistent overall was how we have been doing this year. We delivered another very strong quarter and as you have heard throughout from our commentary as well as the questions and answers we are committed to continue to improve our margins. It's something that is important to us to have expense discipline, but at the same time also deliver high quality, highly valued relevant products to the markets. Whether it's things we have talked about over the years the strength we already have in industries and commodities and markets intelligence and ratings or at areas that we started growing in related to supply chain analytics in the energy industries whether it's the ESG products and climate and green evaluation areas where we also see a lot of relevance for us to create new standards as the markets continue to evolve. And we thank you very much again for all of your questions and we look forward to interacting with you as we approach the end of the year and we will be back on this call in about three months. Thank you very much.
Operator:
That concludes this morning's call. A PDF version of the presented slides is available now for downloading from investor.spglobal.com. A replay of this call, including the Q&A session, will be available in about two hours. The replay will be maintained on S&P Global's website for 12 months from today and for one month from today by telephone. On behalf of S&P Global, we thank you for participating and wish you good day.
Operator:
Good morning, and welcome to S&P Global’s Second Quarter 2017 Earnings Conference Call. I’d like to inform you that this call is being recorded for broadcast. All participants are in a listen-only mode. We will open the conference to questions-and-answers after the presentation, and instructions will follow at that time. To access the webcast and slides, go to investor.spglobal.com, that is investor.spglobal.com and click on the link for the quarterly earnings webcast. [Operator Instructions]. I would now like to introduce Mr. Chip Merritt, Vice President of Investor Relations for S&P Global. Sir, you may begin.
Chip Merritt:
Good morning. Thank you for joining us for S&P Global’s earnings call. Presenting on this morning’s call are Doug Peterson, President and CEO; and Ewout Steenbergen, Executive Vice President and Chief Financial Officer. This morning, we issued a news release with our second quarter 2017 results. If you need a copy of the release and financial schedules, they can be downloaded at investor.spglobal.com. In today’s earnings release and during the conference call, we’ll provide an adjusted financial information. This information is provided to enable investors to make meaningful comparisons of the corporation’s operating performance between periods and to view the corporation’s business from the same perspective as managements. The earnings release contains Exhibits that reconcile the difference between the non-GAAP measures and the comparable financial measures calculated in accordance with U.S. GAAP. Before we begin, I need to provide certain cautionary remarks about forward-looking statements. Except for historical information, the matters discussed in the teleconference may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including projections, estimates, and descriptions of future events. Any such statements are based on current expectations and current economic conditions and are subject to risks and uncertainties that may cause actual results to differ materially from results anticipated in these forward-looking statements. In this regard, we direct listeners to the cautionary statements contained in our forms 10-Ks, 10-Qs, and other periodic reports filed with the U.S. Securities and Exchange Commission. I would also like to draw your attention to a European regulation. Any investor who has or expects to obtain ownership of 5% or more of S&P Global should give me a call to better understand the impact of this legislation on the investor and potentially the company. We are aware that we do have some media representatives with us on the call. However, this call is intended for investors, and we would ask that questions from the media be directed to Jason Feuchtwanger at 212-438-1247. At this time, I would like to turn the call over to Doug Peterson. Doug?
Douglas Peterson:
Good morning. Thank you, Chip. Welcome everyone to the call today. Building on the first quarter of 2017, I’m pleased to report another solid quarter of revenue and earnings growth at S&P Global. Our benchmarks, data analytics and essential intelligence continue to be critical components of the global financial landscape. Let me begin with the second quarter highlights. We obtained strong organic revenue and adjusted operating profit growth in every segment. S&P Dow Jones Indices achieved outstanding revenue growth of 20%. We delivered 330 basis points of adjusted profit margin improvement and adjusted diluted EPS growth of 19%. As a result of our year-to-date performance and our expectations for the remainder of the year, we’re increasing our adjusted diluted EPS guidance to a range of $6.15 to $6.30. We returned $251 million through share repurchases and dividends. We’re introducing a more in-depth disclosure of our capital management philosophy, which Ewout will discuss in a moment. And we intend to launch a $500 million ASR in the next few days that will be completed by the end of October. We continue to believe that reinvesting in our stock represents a great investment and a good use of our cash. Looking more closely at the financial results. The company reported 2% revenue growth and on an organic basis grew 10%. With a $27 million increase in revenue, we were able to increase adjusted operating profit by $63 million. This can be primarily attributed to the Market and Commodity segment where divestitures drove revenue down by $65 million, yet adjusted operating profit increased $11 million. The company achieved a 330 basis point improvement in adjusted operating profit margin due to the sale of lower-margin businesses, strong organic revenue growth and productivity initiatives. ForEx had an $8 million unfavorable impact on revenue and a $2 million favorable impact on adjusted operating profit. The strength of our business model continues to be reflected in our results. We were able to turn 10% organic revenue growth into 19% adjusted EPS growth through the inherent scalable nature of our businesses, productivity improvements and share repurchases. In a moment, Ewout is going to discuss the results of each of our businesses in more detail. What I’d like to do is provide a bit more color on some of the current and future drivers of our businesses. Now let me start with bank loan ratings, which have been a growing part of the Ratings business over the past few years, particularly in U.S., but also more recently in Europe. Bank loan ratings are primarily issued on leveraged loans typically rated BB+ or lower. Both the volume of leveraged loans and the percent of leveraged loans rated by S&P have increased over the past few years. During the second quarter, bank loan revenue of approximately $100 million was a key factor in the revenue growth of the Ratings segment. As you see from the chart, the longer-term trend for loan ratings has been positive but volatile. This is due to opportunistic loan activity and refinancing driven by attractive spreads for speculative-grade credits. I would encourage all of you who track issuance data not to overlook bank loan rating activity. Otherwise, you’ll have to – an incomplete picture of a key revenue component of the Ratings business. When tracking issuance data, we always try to point out that where issuance takes place, which type of issuance and the size of deals makes a difference in the revenue we realize. Global issuance in the second quarter, excluding sovereign debt, decreased 2%. In the U.S. and Europe, our two most important markets, however, issuance remained flat or grew as a result of sharp increase in structured finance. Geographically, issuance in the U.S. increased 1% in the second quarter with investment-grade decreasing 6%, high-yield declining 20%, public finance down 17% and structured finance increasing 59% due primarily to the strength in CLOs, RMBS and CMBS. In Europe, issuance decreased 2% in the second quarter with investment-grade declining 10%, high-yield increasing 23% and structured finance increasing 32%, with strength in RMBS, CLOs and covered bonds. In Asia, issue decreased 10%. However, the vast majority of Asian issuance is made up of local China debt that we don’t rate. Ratings recently published its latest issuance forecast. For 2017, we expect an overall decrease in global issuance of 5%. This compares to the forecast of a 1% decrease that we issued about three months ago. Some of the key changes include industrials and financial services issuance have been reduced primarily due to the expectations for lower Chinese issuance, which is largely unrated. And structured finance issuance has been increased given year-to-year date strength. Most importantly, you can see that the categories most impactful to our revenue, namely, non-financials, financial services, structured finance and U.S. public finance, are collectively forecast to increase in 2017. Here’s a new chart that we think you’ll find very informative. It depicts 20 years of outstanding U.S. debt as a percentage of U.S. GDP. Debt is defined as both bonds and bank loans. The light blue represents nonfinancial corporations and the dark blue represents financial corporations. For the past 20 years, total corporate debt is amounted to roughly 40% of GDP. That means for every $1 of GDP, corporations raise about $0.40 of debt. This ratio is remarkably consistent. The ratio of financial corporate debt to GDP increased rapidly to a peak of about 70% in 2008. Since that time, financial corporations have reined in their debt levels. And for the past five years, the ratio of debt to GDP has been approximately 40%. We think this chart supports our long-time contention that GDP growth is the fundamental factor correlated with debt levels, and thus issuance. Turning to S&P Dow Jones Indices. At the end of June, we released the annual survey of assets. This chart depicts the highlights of that survey. Most importantly, there are $11.7 trillion in assets globally that track indices managed by S&P Dow Jones Indices. This includes 7.5 trillion in active money that is benchmarked against our indices and 4.2 trillion in passive money that is invested in products indexed to our indices. Numerous indices support the 4.2 trillion. I’d like to highlight three important categories that should be of interest. Clearly, S&P 500 is the largest of all products with 3 trillion in assets. These assets increased 38% in the past calendar year. Smart Beta, which had 184 billion in assets, is up 26%. And fixed income with 41 billion in assets is up 34%. Next, I’d like to share with you several new products. The first is the launch of the Ivy ProShares S&P 500 Bond Index fund. This fund is designed to track the index of corporate bonds issued by S&P 500 companies. Ivy ProShares S&P 500 Dividend Aristocrats Index Fund was also launched. This fund invested S&P 500 companies with at least 25 years of consecutive dividend growth. We also published the S&P Dow Jones Indices Carbon Scorecard. This scorecard assesses the carbon efficiency and energy mix alignment of a 2% centigrade climate scenario for major S&P DJI equity benchmarks around the world. The scorecard comes at a turning point in the integration of climate risk and investment opportunities. As countries limit the rise in global temperatures, market participants are looking for benchmarks most suited to the future economy. And last, we launched the Dow Jones/BM&F Commodity Index. It’s the first index designed to be a broad measure of the Brazilian commodity futures market. This launch, in conjunction with B3, is part of our development strategy for the commodity derivatives market in Brazil. As you can see, we’re actively pursuing our indices growth objectives in fixed income, ESG and global products. This quarter, Platts celebrated the 10th anniversary of eWindow. eWindow is an online data entry and communications tool that brings greater speed, transparency and efficiency to Platts’ price assessment. eWindow was constructed by combining Platts’ market-on-close methodology with exchange technology licensed from the Intercontinental Exchange. Today, eWindow operates in more than 100 markets across oil, refined products, petrochemicals and agriculture involving more than 2,000 traders. Last quarter, we highlighted our efforts in Black Sea wheat. Adding to our growing presence in wheat, today I want to share with you the launch early this week of Australian wheat futures by CME. These contracts will be cash-settled without physical delivery and priced in relation to Platts’ daily assessment of Australian Premium White wheat. Market Intelligence is also expanding its capabilities. In May, we formed a strategic data agreement to provide transcripts to users of Thomson Reuters desktop platforms. The transcript service includes earnings calls, guidance calls, investor days and annual shareholder meetings. This extends our industry-leading transcript coverage and allows us to better scale this product. In addition, we launched Portfolio Analytics, a new tool for the small to mid-sized investment management market. This product integrates S&P Global Market Intelligence’s point-in-time data with clients’ own proprietary content. Clients can design custom reports that measure how their selection decisions impact performance compared to benchmarks. Clients can quickly assess and compare their performance relative to peer funds, exchange-traded funds and indices. And we expanded risk and credit analytics on RatingsDirect to enhance portfolio monitoring and added nonrated entity credit analytics and scores to Xpressfeed. With that color, let me turn the call over to Ewout, who’ll provide specifics on our business results during the quarter.
Ewout Steenbergen:
Thank you, Doug, and good morning to everyone on the call. This morning, I would like to discuss the second quarter results, introduce our updated capital management philosophy and then provide specifics on our increased 2017 guidance. Doug already discussed the changes in revenue, organic revenue and adjusted operating margin for the company. I would like to point out that the tax rate of 28.9% is below the anticipated full year run rate of 30% to 31%, due primarily to the resolution of tax audits and the discrete tax benefit from stock option exercises. In addition, our ongoing share repurchase program led to a 6.8 million decrease or 3% decline in average diluted shares outstanding. Net of hedges, foreign exchange rates, had a modest negative impact on the company’s revenue and adjusted operating profit in the second quarter. The bulk of the impact was in the Ratings segment with a $6 million unfavorable impact on revenue. There was hardly any impact to adjusted operating profit from weakness year-over-year in the British pound and euro. Now let me turn to adjustments to earnings to help you better assess the underlying performance of the business. Pre-tax adjustments to earnings totaled to a loss of $13 million in the quarter and included $8 million from write-offs of a PIRA office lease and certain Platts software that was discontinued and replaced using Market Intelligence technology; $5 million of employee severance costs in Market and Commodities Intelligence related to synergy realization. Together, these actions will result in annual savings of approximately $9 million for the next two years and then $7 million per year thereafter. In addition, we excluded $25 million in deal-related amortization expense. There is another item that I would like to discuss that is not likely to have an impact on our financial statements, but in the spirit of transparency we would like to bring to your attention now and it will also be included in our 10-Q. As you would expect, we are continuously subject to tax examinations in various jurisdictions. In May 2017, the IRS issued a 30-day letter proposing to increase the company’s federal income tax for the 2015 tax year by approximately $242 million. The proposed increase relates primarily to the IRS-proposed disallowance of claims tax deductions for certain amounts paid in 2015 to settle lawsuits by 19 states and the District of Columbia. We vigorously disagree with the proposed adjustment and have filed a formal protest with the IRS to contest the matter before the IRS Appeals Office. This development does not materially change our initial assessment of the deductibility of our settlement payments. And since we believe that the likelihood is remote that we will have to make this adjustment, we have not recorded a tax accrual for the state settlements as a result of this matter – of this letter. In the second quarter, every business segment contributed to gains in organic revenue. However, the gains in indices were outstanding. The reported revenue decline in Market and Commodities Intelligence was due to several divestitures. Each business segment reported gains in adjusted operating profit growth. I find it very impressive that despite a loss of earnings associated with asset divestitures, Market and Commodities Intelligence reported a 5% gain in adjusted operating profit as organic growth and synergies more than made up for the lost profitability associated with the divestitures. While Market and Commodities Intelligence delivered remarkable adjusted operating margin improvement, we recorded declines in Ratings and Indices. Declines in operating margin are not something that we take lightly. The primary reason for the decline is the timing of incentive compensation accruals. Due to our outsized financial performance in the first half of the year, our incentive accruals were much higher than in the second quarter of 2017 than in the second quarter of 2016. In 2016, incentive accruals were weighted more towards the back half of the year. Excluding this difference in the second quarter accruals, the adjusted operating margin of both Ratings and Indices would have increased. Let me now turn to the individual segment’s performance and start with S&P Dow Jones Indices. Revenue increased 20%, mostly as ETF, assets under management continued to surge. Adjusted operating profit increased 18% as a result of increased revenue. Adjusted operating margin decreased 90 basis points to 65.1%, as revenue gains were partially offset by increased headcount in commercial and operations to support future growth and the timing of incentive accruals I just discussed. Asset-linked fees, which are principally derived from ETFs, mutual funds and certain OTC derivatives, experienced the greatest growth in the second quarter, rising 24%, driven by a 34% increase in average ETF AUM. Subscription revenue increased 16% due to growth in data subscriptions, custom indices and the addition of Trucost. Exchange-traded derivative revenue rose 12% with gains in S&P 500 Index options and fixed futures and options activity and mix. The trend of assets moving into passive investments was again very strong in the second quarter with the exchange-traded products industry reaching net inflows of $148 billion. Year-to-date, these industry net inflows are almost triple the net inflows in the first half of 2016. The quarter-ending ETF AUM tied to our indices totaled $1,156 billion, up 35% versus the second quarter of 2016. As the chart shows, this was the result of $175 billion of net inflows and $126 billion of market gains over the last 12 months. The $1,156 billion was a new record, surpassing the previous quarterly record of $1,116 billion set on March 31, 2017. The second quarter average AUM associated with our indices increased 34% year-over-year, and this is a better proxy for revenue changes than the quarter-end figures. Transaction revenue from exchange-traded derivatives improved 12% with increased S&P 500 Index options and fixed futures and options activity and favorable mix more than offsetting declines in activity at the CME equity complex. Let me now turn to Market and Commodities Intelligence. This segment includes S&P Global Market Intelligence and S&P Global Platts. In the second quarter, reported revenue declined 10% due to recent divestitures. Excluding these divestitures, organic revenue increased 8%. Despite the loss of earnings associated with divestitures, adjusted operating profit improved 5% due to organic growth and synergies realization. Adjusted operating margin improved 530 basis points, primarily due to the sale of lower-margin businesses, strong organic revenue growth, and SNL integration synergies. Turning to Market Intelligence. Recent divestitures cloud solid organic revenue growth of 9%. This growth was due in part to an 11% increase in the number of SNL, S&P Capital IQ and RatingsDirect desktop users. As evidenced by continued adjusted margin improvement, we are on track to achieve more than $75 million in run rate synergies by year-end. In addition to strong financial results, we made great progress on product enhancements as well. Some examples include; advanced towards a beta release of the new Market Intelligence desktop to the Investment Banking sector this fall, added SNL asset-level data to Xpressfeed to complement SNL fundamental data, added private company data for 77,000 Japanese and 2,000 Chinese companies. Looking more deeply at Market Intelligence revenue, all three components delivered strong revenue growth. Desktop products grew 11% as the growth of the former SNL and S&P Capital IQ desktop products continues to rollout as one commercial offering. Enterprise Solutions revenue increased 9% as demand for data feeds continues to be robust. Risk Services grew 7%, thanks to low-teens growth of RatingsXpress and high single-digit growth of RatingsDirect. And finally, note that there was $37 million of revenue in the second quarter of 2016 from businesses that were divested. Platts delivered reasonable organic revenue growth despite difficult commodity markets. Second quarter revenue increased 10%. However, excluding revenue from recent acquisitions, organic revenue increased 4% due to modest growth in subscriptions, bolstered by strong growth in Global Trading Services. The core subscription business delivered low single-digit revenue growth with gains in petroleum. Global Trading Services mid-teens revenue increase was primarily due to the timing of revenue and strong trading volumes in petroleum, partially offset by weakness in metals. If you look at Platts’ revenue by its four primary markets, you can see that petroleum and power and gas make up the majority of the business. Platts’ growth this quarter came from petroleum, which benefited from strong global trading activity. In addition, petrochemicals contributed 6% growth, while both power and gas and metals and agriculture declined 1%. However, gains in agriculture revenue were offset by declines in metals. Please note that there was $11 million of revenue in the second quarter of 2017 from recent acquisitions. Turning to Ratings. Revenue increased 10% against the toughest quarterly comparison in 2016, including a 1% unfavorable impact from ForEx. Adjusted operating profit increased 8%, while the adjusted operating margin declined 80 basis points to 53.3% due to increased headcount, incentive compensation and investments in productivity. As we have said in the past, we managed the Ratings business on a rolling four quarters basis, and you can see on that basis the adjusted operating margin increased 320 basis points. Strong transaction revenue led Ratings second quarter revenue growth. Loan transaction revenue increased to 4% from growth in surveillance fees, entity fees, intersegment royalties from Market Intelligence and CRISIL. Transaction revenue increased 15%, primarily from gains in corporate bonds, robust bank loan ratings activity and structured products. If you look at the Ratings’ revenue by its various markets, you can see the greatest gains were in corporates and structured finance. Bank loan ratings are part of corporates and boosted results in this market. The only market that declined was government due to the 17% decline in U.S. public issuance that Doug mentioned. Now turning to our capital position. There was little change from the end of the fourth quarter. We continue to have $2.4 billion of cash and $3.6 billion of long-term debt. $1.6 billion of this cash was held outside the United States at the end of the second quarter. Our debt coverage, as measured by adjusted growth leverage to adjusted EBITDA, was 2.0x versus 2.1x at the end of 2016. This is a new metric that I will discuss in a moment. Year-to-date, free cash flow was $564 million. However, to get a better sense of our underlying cash generation from operations, it is important to exclude the activity associated with divestitures and the after-tax impact of legal settlements. On that basis, year-to-date free cash flow was $635 million. As for return of capital, the company returned $251 million to shareholders in the second quarter, $145 million through repurchasing 1.1 million shares and $106 million in dividends. At this time, I would like to outline our new capital management philosophy. Let me start with a few broad points. We are continuously analyzing a wide range of internal investments and acquisitions, allocating capital to the highest-returning projects and holding our management team accountable. We’ll continue to return excess capital to shareholders in the form of share buybacks and dividends while maintaining a strong balance sheet. Internally, we need to focus on the following key points. Ensure that we are responsible stewards of shareholder capital; maintain a rigorous capital allocation framework; demand business line accountability; perpetuate a culture where businesses compete for capital to optimize our portfolio; and continue maximizing organic growth prospects; maintain a capital-light, cash flow-generative business model; and utilize our experience to continue to be disciplined acquirers. As we think about our capital allocation framework more specifically, we routinely explore and analyze internal and inorganic growth opportunities in order to deliver upon our strategic goals and enhance our competitive positioning. Management conducts an in-depth review of each potential opportunity within a consistent framework. Strategic fit is paramount to all decisions. This framework includes the following key financial metrics; NPV, cash ROIC, IRR and earnings contribution. Afterwards, each project is followed up with a rigorous post-acquisition review process. We expect our normal course business capital expenditures to be approximately $125 million annually. For long-term capital return guidance, we expect total payout to shareholders in the form of share repurchases and dividends to be at least 75% of annual free cash flow, excluding certain items. We intend to continue our 44-year track record of steady annual dividend growth and repurchase shares in a disciplined manner. It is important to us that we maintain a prudent financial profile. To that end, I want to share three key points. We are committed to remain investment-grade rated. We target an average minimum U.S. cash balance of $200 million. Within our current business mix, we target an adjusted growth leverage to adjusted EBITDA ratio of 1.75 to 2.25. Adjusted growth leverage includes debt, the unfunded portion of pension liabilities, the S&P DJI put option and the expected NPV of operating leases. We are moving to this new metric to be consistent with the way that our primary rating agency evaluates our leverage. Finally, I want to review our acquisition philosophy. From a strategic priorities perspective, we’ll continue to pursue both skill-driven and tuck-in acquisitions. We’re interested in opportunities that augment our benchmark, proprietary data and tools and analytics capabilities, provide geographic diversification, bolster recurring revenues and/or provide synergies. Potential areas of strategic interest by division include; in Ratings, non-U.S. opportunities; in Market Intelligence, expense, risk services and new technologies; in Platts, supply-demand analytics and additional commodity capabilities; and in Index, fixed income, ESG and international indices. Our specific financial criteria includes; cash ROIC in excess of hurdle rate upon full synergy realization, desire to become EPS-accretive within a reasonable timeframe. And in the event that adjusted leverage exceeds 2.25x, we would expect to return to our stated range within 18 to 24 months. Now I will review our updated 2017 guidance. Based upon a strong first half and our expectations for the remainder of 2017, we have made several changes to our 2017 guidance. This slide depicts our GAAP guidance and the changes that we have made. Please keep in mind that our guidance reflects current spot market ForEx rates. This slide shows our updated adjusted guidance. The changes are highlighted on this slide. I’m going to discuss the changes to our adjusted guidance which were as follows. We have increased our organic revenue growth from mid to high single-digit growth to high single-digit growth, with contributions by every business segment. We have lowered our unallocated expense from a range of $130 million to $140 million down to a range of $130 million to $135 million, driven by continued cost discipline and our ability to tighten the range as the year has progressed. We have increased our operating profit margin guidance from a range of 44.5% to 45.5% to a range of 45% to 46%. We have lowered interest expense by $5 million to $150 million and we have increased diluted EPS, which excludes deal-related amortization from a prior range of $6 to $6.20 to a new range of $6.15 to $6.30. Overall, this guidance reflects our expectation that 2017 will be another strong year for the company. With that, let me turn the call back over to Chip for your questions.
Chip Merritt:
Thanks, Ewout. Just a couple of instructions for our phone participants. Please press Star 1 to indicate that you wish to enter the queue to ask a question. To cancel or withdraw your question, simply press Star 2. I would kindly ask that you limit yourself to two questions, that’s two questions, in order to allow time for other callers during today’s Q&A session. If you’ve been listening through a speaker phone but would like to now ask a question, we ask that you lift your handset prior to pressing Star 1 and remain on the handset until your question has been answered. This will ensure better sound quality. Operator, we’ll now take our first question.
Operator:
Thank you. This question comes from Manav Patnaik. Sir, you may now ask your question.
Manav Patnaik:
Thank you. Good morning, gentlemen. The first question is just around the Ratings margins again. You mentioned three points; incentive comp, increased headcount and productivity. I was just wondering, on the incentive comp, like, was this an odd quarter compared to prior years, because I don’t think you’ve ever called that out as an impact? And then on the headcount side of things, where are you increasing the headcount, because it sounds like your competitors are reducing them? So maybe just some color there would be helpful.
Ewout Steenbergen:
Good morning, Manav. This is Ewout. Let me give you a little bit more perspective on that development. If you look at incentive compensation accrual in the first half of 2016, the accrual was much lower at a level compared to the first half of this year, and that was directly correlated with the business and the profitability levels in 2016, which was at a lower level, as you will recall, compared to 2017. So the majority of the difference in expenses and therefore the impact on margins for Ratings year-over-year is driven by that increased level of incentive compensation accrual year-over-year. We expect that to normalize in the second half of this year. So this should correct itself in the second half of 2017, but we see this more as really a timing effect than that it is an effect of absolute expense increase. With respect to headcount, I would consider that more a smaller part of the increase that has more to do with growth of the business, investments in efficiency, technology. You know that we are investing in Project Simplify, which would help the workflow and efficiency of the Ratings business going forward. But overall, that’s a smaller part of the overall expense increase and had a smaller impact on the margin this quarter.
Manav Patnaik:
Okay, got it. That’s helpful. And by the way, thank you very much for the capital allocation details and so forth. I guess, maybe we were expecting it later in the year than now. But maybe for you and Doug, does that – and you obviously have the 500 million ASR you put out in the press release. Does that mean your pipeline maybe for the larger deals is not as active, or should I be reading anything into that other than maybe just timing?
Douglas Peterson:
No, you shouldn’t be reading anything other into that. As we gave you in the outline of the capital allocation framework, we have a set of criteria that we look at for our businesses to continue to grow and invest. We’re making excellent progress on our performance objectives that we have of growth and excellence across all of the businesses, as you can see, playing out from our product innovation and business innovation as well as financial results. So you shouldn’t read anything into that. We’re always taking a look at what would be ways that we could enhance our growth, whether it’s organic or acquisitions. What you should really read into it is that when Ewout came onboard, we had a goal to refine our capital allocation philosophy. It was something that was taken into account by our management. Ewout’s done a great job getting that done as well as with our Board of Directors to ensure that we’re all aligned on how we want to invest for growth in the future.
Manav Patnaik:
Got it. Thanks a lot, guys.
Douglas Peterson:
Thank you.
Ewout Steenbergen:
Thanks, Manav.
Operator:
Thank you, Manav. The next question comes from Peter Appert of Piper Jaffray. Sir, you may ask your question.
Peter Appert:
Thank you. Good morning. Doug, I’m just wondering, in the context of margins being down slightly in the Ratings and indices business, does that suggest that perhaps we’re getting to the point where margins have been optimized? Really asking in terms of – just trying to understand if there’s much more upside to come.
Douglas Peterson:
Let me answer it from the point of view that we felt that, over time the best driver of our margin improvement has been our growth of our top line. We are still looking towards growth across all of the businesses. We obviously have views about what will happen in the markets related to the European situation, global economic factors. We’re looking at what we think will be the impact of the Federal Reserve and ECB changes to interest rate policy. So top line growth is always going to be one of the most important drivers of that. But let me assure you that we remain committed to looking at how we can run the business more efficiently. There are ways that we can still drive improvement in productivity in our businesses directly. And as Ewout mentioned, we’re doing a lot more at the unallocated expense and the corporate center to see how we can also deliver a more effective approach to managing the companies and how we allocate central expenses. So let me reassure you that we’re committed to continued productivity across all of the businesses.
Peter Appert:
Thanks, Doug. And then relevant to one part of your comments there, your assessment please of the Ratings outlook for the second half?
Douglas Peterson:
Yes. Ratings outlook for the second half, well, first of all, in the first half, it was actually a very choppy quarter. It was one where, despite looking at kind of the smooth averages across the board in the U.S.; industrials, financial services, public finance were all down. In Europe, the only sector that was up were corporates. Financial services were down. Asia was down. But what really came through was structured finance. Structured finance was very strong in the quarter, in particular loans and CMBS. And there was also resurgence of activity in Europe of CMBS and ABS. So you saw a real offset on the corporate side, which was weak, offset by structured finance. And then part of what you saw – one of the first slides I presented was the loan slide because loans were a really important story of the first half of the year. The second half of the year, we’ve seen a pretty decent start to the second quarter, especially in loans. Again, loans could be slowing down. And then across the board, we’ve been seeing activity. You know that July and August are always slow months. But talking to the investment banks, looking at what the issuance could be coming, we still look at the second half. And based on the guidance that we gave today, we’ve built in our outlook for the second half on what we think would be a moderately active second half of the year.
Peter Appert:
Great. Thanks, Doug.
Douglas Peterson:
Thanks, Peter.
Operator:
Thank you, Peter. The next question comes from Toni Kaplan of Morgan Stanley. Ma’am, your line is now open.
Unidentified Analyst:
[Audio Gap] so 2Q margin within Market and Commodities Intelligence was similar to the margin last quarter at about 37.5%. How should we be thinking about the progression from here to your stated target of mid to high 30s in that segment? Is it mainly from SNL synergies? Will there be core expansion as well? And then, I guess based on that, is there upside to your current target?
Ewout Steenbergen:
Well, let me give you a couple of perspectives what we see happening in the segments. First of all, indeed, we expect to continue with realizing the SNL synergies. We are on track to achieve the 75 million of run-rate synergies by the end of this year. And as you know, we have a total commitment of 100 million of synergies, so another 25 million of synergies to be achieved then post 2017. So we’re very well on track and we think those will help to continue to deliver the margins. Secondly, if you look at Market Intelligence, the business is seeing very favorable growth. I particularly like the 11% growth in desktop users. That’s a very impressive number. It’s very clear that there is a high demand for our desktop products. It’s an attractive product priced at an attractive level, so it’s doing very well in the markets. So a combination of the top line growth plus efficiency and synergies, we believe, overall that should help this particular segment. If you look at the margin improvement of 530 basis points year-over-year, we think that’s overall a very impressive result.
Unidentified Analyst:
Okay. And then just on the index business, I want to know relative to the average fee rate you’re charging across S&P-linked funds, if you’re starting to see any pressure there and maybe if you could ballpark a magnitude. And then just how do you think about the potential offset between increasing flows but a potentially declining fee rate?
Douglas Peterson:
So as we’ve said in the past that there’s always downward pressure in this marketplace, but because of the elasticity involved and the massive surge of flows that takes place, you really don’t see it apparent in our numbers. And we think that will continue.
Unidentified Analyst:
Thank you.
Douglas Peterson:
Thank you.
Operator:
Thank you. The next question comes from Hamzah Mazari of Macquarie Research. You may now ask your question.
Hamzah Mazari:
Good morning. The first question is just if you could remind us how much of the overall business currently is subscription? Is that still 60%? And as you look long term, should that number get bigger towards like a 75% range? Just help us think about the portfolio evolving to more of a subscription model as the businesses that are not Ratings start to grow.
Ewout Steenbergen:
This is Ewout. Let me give you some numbers. I’ll give you some perspective on this. You know that in Ratings, we have not really a distinction between subscription and non-subscription. We more look at a distinction between transaction and non-transaction. Transaction was a little bit more than 50% this quarter. That was due to the high issuance levels and the bank loans. So if you look at transaction, it was 394 million of revenue versus 353 million for non-transaction. If you look at Market Intelligence, there as you know the majority of our revenue is subscription-based, so almost 90% is subscription-based versus non-subscription-based. And the same applies for Platts. It’s almost 90% subscription versus 10% is non-subscription. Moving to the S&P Dow Jones Indices. There the subscription is approximately 20% of the overall revenue base. So in other words, it depends a bit segment by segment.
Douglas Peterson:
Let me add though that in S&P Dow Jones Indices that about 60% of our revenue is AUM-based. We think – we don’t think of that necessarily as subscription revenue and clearly it is subject to volumes and could be subject to changes in market levels as well as flows into and out of ETFs and funds. But that’s also – AUM-based is different than transaction-based revenue. Once you’ve locked in a contract, those contracts could go on for a long time. So even though that might be categorized as transaction revenue, we think of it – of its own category, AUM-based revenue.
Hamzah Mazari:
That’s very helpful. And then second question just on capital allocation philosophy, which you gave a lot of detail on. Is it fair to say that you do not mind not being investment-grade to do a larger deal and then bring leverage down 18 to 24 months, or do you have to be investment-grade even when doing a larger deal? Thank you.
Ewout Steenbergen:
Hamzah, the answer on your question is no. We would like to stay investment-grade as we have stated in the prepared remarks. We are today rated BBB+. We have given a specific range in terms of the adjusted leverage ratio of 1.75 to 2.25. We think where we are today is an efficient place to play within the overall leverage curve. So no, there is no intention with respect to going to below investment-grade as a company. On the contrary, we have made an explicit commitment in this capital philosophy to say we would like to remain investment-grade. What we have said is that it could be for a larger acquisition where we will use our balance sheet that we could increase our leverage to be higher than the 2.25 level for a certain period of time, but that we then would be committed to bring our self back into the range in a period of 18 to 24 months. That is usually an approach that is acceptable by the ratings agencies so you don’t get penalized for that as long as you have that explicit commitment to bring yourself back into your range in the period of 18 to 24 months. So that particular situation should not create a situation that we would be downgraded to below investment-grade as a company.
Hamzah Mazari:
Understood, very helpful. Thanks so much.
Ewout Steenbergen:
Thank you.
Operator:
Thank you. The next question comes from Alex Kramm of UBS. You may ask your question.
Alex Kramm:
Good morning, everyone. Just wanted to continue on the capital allocation here for a second. I guess a two-part question. One, if you look at the ASR that you just announced and you look at the cash on hand and the minimums that you want in the U.S., it seems like maybe you’re raising a little bit of debt for that and you might be pushing up to the high end of the I guess leverage range. So maybe just talk about that. And then related to that, if you think about the 75% of I guess free cash flow that you want to return in dividends and share repurchases, is that a hard number? Meaning if you do a big deal, will you still be basically doing those buybacks or could you actually get rid of that buyback for a year or so for a big deal, or will you always return that cash in buybacks?
Ewout Steenbergen:
Good morning, Alex. Two excellent questions. The first question with respect to the ASR, indeed, if you look at the available cash at the end of the second quarter, we said there’s 500 million of cash in the U.S. and 1.9 outside of the U.S. We’re announcing an ASR of 500 million, but we don’t need to add any leverage to do so. And the reason is, as you have seen, our free cash flow generation in the first half of this year was just over 600 million. We have a total free cash flow generation guidance for this year of 1.6 or more than 1.6, so we expect to generate over 1 billion of free cash flow in the second half of this year. So just the normal cash flow generation over the next period will be sufficient to keep us above the minimum U.S. cash balance. So in other words, there is not a need to add some leverage in order to fund this ASR of 500 million. With respect to your second question, we would say in normal course of business where we do tuck-in acquisitions, smaller inorganic deals, we believe that we should be able to do that with the 25% of free cash flow that has so far not been earmarked as return to shareholders. Plus we have some room between where we are today with respect to our leverage and the 2.25. So we have sufficient room to maneuver with respect to tuck-in or smaller, smaller deals. If we speak about larger transformational deals, as we have said, then we are willing to exceed the 2.25 range and bring ourselves back into that range over a period of 18 to 24 months. In that case, it could be that we need to move away from that 75% free cash flow return target. But then for a period of 18 to 24 months, we bring ourselves back in line with our leverage range. So I would say, normal course of business, 75% – at least 75% of free cash flow commitment to return to shareholders should be absolutely a commitment that we should be able to achieve. Only at very large kinds of deals where we exceed our leverage range, in that case there could be a possibility that for 18 to 24 months, we have to move away from this particular objective.
Alex Kramm:
Great. That’s helpful. Thank you. And then second topic real quick on the Market Intelligence side. Now that you break out the components a little bit more, the risk services is something that I continue to look at. And I would say one thing. When you look at your primary competitor, that business continues to be much smaller than what they disclosed and there might be differences of course. But their growth rate also continues to outpace yours. So just wondering what you’re doing there, if that’s a big focus, if you could do anything better there because it seems like that should be an area of upside.
Douglas Peterson:
It is an area of upside. Thank you for the question. We’re putting a major focus on that area. We think that it fits well with what is the global landscape of a changing regulatory environment, the kind of risk environment that’s out there as well as the intensity coming from regulators, from shareholders, et cetera, on looking at better tools for managing risk. Our business is substantially different. We have a very different business. We have a – our largest component of that business is the redistribution of Ratings intellectual property and we also have businesses that were developing models and risk metrics as well as some credit estimates, et cetera. We look at this as an area of growth. But from the point of view of a comparison to one of the competitors I assume you’re talking about, it’s a very, very different business mix.
Alex Kramm:
All right, fair enough. Thank you.
Douglas Peterson:
Thank you.
Operator:
Thank you. The next question comes from Joseph Foresi of Cantor Fitzgerald. You may now ask you question.
Mike Reid:
Hi, guys. This is Mike Reid on for Joe. I appreciate you taking the question. Do you believe there’s any pull forward into the period in Ratings or there could be any more pull forward from 2018 into – possible into 2017?
Douglas Peterson:
Thanks, Mike. Thanks for the question. There’s always potentially some pull forward, but at the same time once issue – once an issue has been issued, the debt that’s out there becomes outstanding debt. The closest proxy I could give you to a pull forward is discussed in our global refinancing study that was just issued. We looked at the total amount of debt which is outstanding that’s going to be maturing in the next 5.5 years, between now and the end of 2022. The total amount has actually increased. It’s gone up by about 3% since a year ago when we issued this study. The amount of debt which is maturing in 2018 has gone down a little bit, about 3%. So that’s about as close as I could get to of what you could maybe categorize as pull-through or pull forward, which is – it’s maybe there’s a decrease a little bit in 2018 debt. Beyond that, we always see debt maturing depending on different schedules that come in place. We see people making refinancing decisions or new financing decisions based on what’s happening in the markets. I don’t want to go on too long, but let me just mention that our contention has always been that the two most important drivers to issuance are GDP growth. And then also, obviously issuance is driven by spreads. Spreads have been very attractive. The high-yield spreads were at 431 at the end of the second quarter. Our investment-grade is at 162. And both of those came down substantially from a year, year and a half ago when in high yield they’re even as high 836 basis points is the spread. Anyway, so we look at this very carefully. We think that even if there was a pull forward, it gets – it remains in the system. It’s debt that could always be refinanced again at some point. And the only indicator I’ve got – and I would recommend that you speak with Chip if you want to look at that study on the global refinancing study. There’s a slight decrease in maturities in 2018. That’s about as close as I could get to a statistic that could see if there’s any pull forward.
Mike Reid:
Got it. And then just a quick one on the margins. On the Ratings business, without the incentive accrual, you said it would be up. Did you estimate how many basis points and what kind of expansion it would have been without the incentive accrual?
Ewout Steenbergen:
We are not quantifying that but we can reconfirm that indeed excluding the change in incentive compensation, margins would have gone up in Ratings year-over-year.
Chip Merritt:
As well as in the indices business, same thing applies. If we eliminate that year-over-year increase in incentive comp, that margins would have been up in indices year-over-year as well for the quarter.
Mike Reid:
Okay. Thanks, guys.
Douglas Peterson:
Thanks, Mike.
Operator:
Thank you. The next question comes from Craig Huber of Huber Research. Sir, you may ask your question.
Craig Huber:
Yes. My first question, for roughly last year and a half, you’ve been moving away from subscription or non-transaction revenues within your Ratings business more to transaction-oriented and had some success with them. I’m just kind of wondering how much more is left on that endeavor.
Douglas Peterson:
Thanks, Craig. So we have been moving towards that. But the flipside is that we see a very critical part of our business model are those longer-run, long-term relationships. It’s valuable for us to have an approach where some of our fees and transactions are coming in through more stable, long-term relationship approach. But we feel that we’ve built excellent relationships with our customer base. We’re showing how we can deliver long-term value to them. And that overall we think that the mix and the change of how we’re going, we think that there – we could be achieving at some point a stability in the mix. But when it comes to what we deliver, it’s critical that we show our customers the kind of value that we’re creating, the kind of value that we’re delivering.
Craig Huber:
And also could you talk a little bit further about your outlook in the second half for both corporate finance as well as structured finance ratings, your outlook there for the second half of the year? Anything materially different we should be aware of in your mind?
Douglas Peterson:
Yes. So as you saw in the first half of the year, there was a lot of – there was some really big shifts in the mix. We do see pretty active pipelines for structured finance products given the rates, given the spreads. There’s a lot of liquidity. You still have quantitative easing in Europe that is sucking up a lot of assets. So we see a strong pipeline for structured finance. Auto loans have slowed down a little bit. There have been some slowness there, but credit cards are picking up as well as CMBS activities. So on the structured side, on the traditional ABS side, we see strong pipeline, CMBS as well. RMBS, as you know, had a big uptick in the quarter but from such a tiny base that any uptick was going to look like a large percentage. We don’t see in the long run a lot of activity in RMBS until there is a stronger approach to GSE reform. On the corporate and financial institutions side, corporates we’ve seen less activity in the second – first and second quarter than we had seen last year. There is some interest in the U.S. in the – in a couple of sectors. Oil and gas, we’ve seen some pickup there. Financial institutions are going to depend very importantly globally on capital rules and the shift to TLAC. In the long term, the banks are going to have to continue to increase their capital buffers. But there is a slight shift in the financial institutions market in the U.S. towards capital return. So as we see the large financial institutions here move towards capital return, that might temper somewhat issuance of the financial institution sector. Finally, on public finance, our outlook for public finance is pretty muted for the second half of the year. There is no major maturities that are coming up and we don’t see any of the major jurisdictions running out and doing issuance.
Craig Huber:
Sorry, high-yield and investment-grade, talk a little bit further about that, if you would, in the second half, your outlook there.
Douglas Peterson:
Yes. For the – what we saw in the first half of the year in terms of investment-grade, investment-grade was down in the U.S. It was down in Europe. It was down in Asia. And high yield was also down in the U.S., but it was up pretty dramatically in Europe, over 20%. We’re expecting that high yield will – if I look at – I don’t necessarily have a good pipeline call on high yield, but if I look at the rates, rates are still very attractive. The base rate is attractive. Base rate is – even though it’s up over a year ago at around 230, the 10-year yield, the spread is down over 150, 200 basis points, which means that the all-in cost on high yield is very attractive. So if I look at the rate scenario and I look at kind of the growth that’s taking place in the economy, high yield could be an attractive area this year, but so far – I mean, the second half of the year. But so far this year, with the exception of Europe, high yield has not really been that strong.
Chip Merritt:
Thanks, Craig.
Craig Huber:
Thank you.
Operator:
Thank you, Craig. We will now take our final question from Bill Warmington of Wells Fargo Securities. Sir, you may ask your question.
William Warmington:
Good morning, everyone. So my question for you is on SNL and Capital IQ. What kind of reception are you getting from clients on the bundled enterprise pricing strategy? And are you seeing any competitive response from the other industry players?
Douglas Peterson:
Well, first of all, let me mention that one of the things that we find has become very compelling about the business model and the combination of SNL and Cap IQ is it allows us to approach a very diverse set of users. We’re able to provide value and bring very interesting analytics and data to financial institutions, to insurance companies, to regulators, to corporates. So we have a very wide group, buy side, sell side, et cetera. We also have a very different type of value proposition for different users. We have risk managers, portfolio managers, bankers, sales people, et cetera. And that kind of diversification across different types of users from a pure user point of view as well as different types of industries has given us the kind of growth that you’ve seen. The reception to our new approach has been very positive. There are organizations which see a lot of value being delivered through our enterprise-wide pricing. We’re still going through an approach to rolling that out. And very importantly, as we mentioned, we have a new Market Intelligence platform, which, during this quarter was previewed with our own internal users. And during the third quarter into the fourth quarter, we’re going to be getting a beta version out to be delivering it early next year. We think that that will also allow us to see the full value of the integration of SNL and Cap IQ. But given the diversification of our client base, diversification of users, the value proposition that we’re delivering, we’re very pleased with the progress.
William Warmington:
Okay. And then for my second question, just wanted to ask about index M&A opportunities. It seems you’ve got a nice mega trend there with the move to passive, really strong margins. It seems like if you could find something, the cost synergies would be significant. Are there opportunities out there in the index field?
Douglas Peterson:
Let me take that. There are a few here and there. Obviously, you should assume that if there’s something out there, we’re looking at it. And we gave you some of the themes that we would be interested in looking at or adding to our value, whether it’s fixed income, it’s ESG, it has to do with global expansion. So those are the types of themes that we’d be interested in adding to our portfolio.
William Warmington:
Got it. Well, thank you very much.
Douglas Peterson:
Thanks, Bill.
Chip Merritt:
Thanks, Bill.
Operator:
Thank you. We have three more questions on queue. And the next question comes from Tim McHugh of William Blair. Sir, you may ask your question.
Stephen Sheldon:
Hi. It’s Stephen Sheldon on for Tim this morning. Thanks for taking our questions. First, for Platts, you talked about low single-digit growth in the subscription portion. Can you provide some color on what trends you’re seeing recently within subscriptions and the impact that prior contract renewals may be having?
Douglas Peterson:
Yes. Stephen, this is Doug. On Platts, we feel like our 4% growth has actually been good compared to the underlying market dynamics. As you know, the price of oil has been generally low, a lot lower than what people had originally forecast a few years ago, settling right now around $50 a barrel for Brent. We think that compared to what we’ve seen in some of our competitors and other parts of the information market, 4% growth has been good. It’s a combination of new penetration as well as what you’ve seen with renewals. We do obviously always understand that when we provide – when we go into renewal discussions that our customers are going through sometimes tough times and they need to look at how they’re going to manage their costs effectively. And so we have a value proposition that we deliver. We work with our customers very carefully to ensure that they understand that value proposition, provide potentially new products and services, new approach to pricing. But those discussions and negotiations have been going quite well and that’s also reflected in the growth rates that we showed today.
Stephen Sheldon:
Okay, that’s helpful. And then I guess second within indices, the expense base has been a little volatile over the last few quarters. And you talked some about the impact of incentive accruals this quarter. But can you talk about how we should think about that expense base as we look into the second half of the year? Thanks.
Ewout Steenbergen:
If we look at the expense base of indices compared to a year ago, there are a couple of elements that drive the difference. First of all, this year we have the inclusion of Trucost. You know that we did that acquisition of Trucost last year, so that is an addition that you have to take into account. Secondly, there is that difference in incentive compensation, which we believe is a timing matter and should self-correct in the second half of this year. And then thirdly, as you will recall, last year – in the second half of last year, we added a third data center, so that is a step-up cost that is not in the comparable period in 2016. So again, in the second half of this year, there should not be a difference anymore because that is a onetime step-up cost and that will be in the same period on a comparable basis. So those are the main differences year-over-year. If you look at the business-as-usual expenses, those are going up at a relatively low percentage. So that is what you should normally expect going forward again from the indices expense base.
Stephen Sheldon:
Great. Thank you.
Operator:
Thank you. The next question comes from Jeff Silber of BMO Capital Markets. Sir, you may ask your questions.
Henry Chien:
Good morning. Thanks for squeezing us in. It’s Henry Chien calling for Jeff. Just a question on the Market Intelligence. The really strong growth in enterprise and desktop, I was wondering if you could share just some color on what’s driving that, whether it’s any improvement in your end markets or clients or anything internally that you’re doing or new sales or any sort of color to understand the trend there. Thanks.
Douglas Peterson:
Good morning, Henry. It’s a combination of factors. I touched on a couple of them before. It’s the diversification of our user base. It’s also the ongoing shift to a pricing model which provides an enterprise-wide view. The enterprise-wide view allows us to have a much wider user base as opposed to a per-seat type of a pricing model. And through that, we can determine and show the kind of value that we’re delivering. And organizations understand the kind of value we’re delivering. So we feel that it’s a combination of all of those factors and we’re pleased with the progress and look forward to reporting more as we go through the rest of the year.
Henry Chien:
Got it, okay. That’s helpful. And really appreciate the capital allocation framework. Just wanted to touch a little bit on the transformative or larger acquisitions. I was wondering if you can share any thoughts on what kind of situation that would likely be or any thoughts of what would – what kind of criteria would lead to a transformative or a very large acquisition? Thanks.
Ewout Steenbergen:
Henry, good morning. This is Ewout. Obviously, I cannot speculate on a scenario like that. But what you should see in terms of essence of our capital philosophy is the following. On the one hand, very significant commitment to returning capital to our shareholders from our ongoing free cash flow generation, so at least 75%. It could be more if we don’t need the remaining 25% for certain growth opportunities. But then to have a prudent balance sheet and a balance sheet that has flexibility in case of a large transformation kind of M&A situation. But of course, we are not predicting that. That is just a prudent balance sheet we think is the right approach for the company. So we have tried to strike a balance in our management – capital management philosophy, and I think that’s the key takeaway you should see from what we have presented to you today.
Henry Chien:
Okay. Thanks so much.
Ewout Steenbergen:
Thanks, Henry.
Operator:
Thank you. We will now take our final question from Vincent Hung of Autonomous. Sir, you may ask your question.
Vincent Hung:
Hi. Just on leverage again. If you were to do an acquisition, how far could you go beyond 2.25x?
Ewout Steenbergen:
Well, I’m not going to provide you with a specific number on that, Vincent, as you understand. But I think you can understand if we speak about 18 to 24 months of cash generation, the commitment of dividends that we will, of course, not back away from, how much of that in cash is available to bring ourselves back into that leverage range and how much that would mean. So I think you have all the components to calculate that particular number.
Vincent Hung:
Okay. And just lastly, you’ve called out data feeds as a strong driver of growth in recent quarters. Could you just give us some color here on the drivers of demand, the new customers? And how much of that is kind of pricing?
Douglas Peterson:
Can you repeat the question? In which particular area --
Chip Merritt:
Data feeds in Market Intelligence. He’s asking why data feeds in Market Intelligence had been strong, new clients and that sort of thing.
Douglas Peterson:
I don’t have the numbers to give you. I’d ask you to go back to Chip later to see if we can get you any further details on it. But I can tell you from the point of view of what’s attractive about the data feeds, it’s that there’s definitely a move across our broader customer base towards more automated tools, towards ways to build systems that take advantage of direct data feeds into systems. So think about it as machine-to-machine delivery, where we can provide data feeds that go right into other systems. It’s an area that is growing. We think that it’s an area that the kind of added value that we bring, it’s beyond just – one of the reasons data feeds – I think the better word is it’s highly value-added data that we’re feeding. It’s not raw data. It’s not commoditized data. The kinds of things that we’re providing bring a lot of value that get embedded in the workflow. And data feeds are actually a really, really critical part of our business model because the more things get embedded, the more sticky they become.
Chip Merritt:
And one other thing I’d like to add is that SNL, with all the fabulous capabilities they had, they didn’t have a data feed business. So we mentioned earlier in the call, in the brief prepared remarks, we’re just now beginning to launch some of SNL’s capabilities through our data feeds business within Market Intelligence, which is kind of exciting for our customers.
Vincent Hung:
Thanks.
Douglas Peterson:
Well, thank you very much. Let me just close with a couple of comments. First of all, thank you everyone for joining the call and for all of your questions. We’re very pleased with our strong start to the year, but clearly there’s more to do. We look forward to delivering on our growth in innovation and growth in excellent commitments. We obviously want to continue to drive forwards on productivity and continuous improvement initiatives. And I’m very pleased that Ewout has been able to put in place a capital allocation framework and we will see during the year how we’re going to be talking to you more about that capital allocation framework when it’s live. So we look forward to seeing you next quarter.
Operator:
That concludes this morning’s call. A PDF version of the presented slides is available now for downloading from investor.spglobal.com. A replay of this call, including the Q&A session, will be available in about two hours. The replay will be maintained on S&P Global’s Web site for 12 months from today and for one month from today by telephone. On behalf of S&P Global, we thank you for participating and wish you good day.
Operator:
Good morning, and welcome to S&P Global’s First Quarter 2017 Earnings Conference Call. I’d like to inform you that this call is being recorded for broadcast. All participants are in a listen-only mode. We will open the conference to questions-and-answers after the presentation and instructions will follow at that time. To access the webcast and slides, go to investor.spglobal.com, that is investor.spglobal.com and click on the link for the quarterly earnings webcast. [Operator Instructions]. I would now like to introduce Mr. Chip Merritt, Vice President of Investor Relations for S&P Global. Sir, you may begin.
Chip Merritt:
Good morning and thank you for joining us on S&P Global’s Earnings Call. Presenting on this morning’s call are Doug Peterson, President and CEO; and Ewout Steenbergen, Executive Vice President and Chief Financial Officer. This morning, we issued a news release with our first quarter 2017 results. If you need a copy of the release and financial schedules, they can be downloaded at investor.spglobal.com. In today’s earnings release and during the conference call, we’ll provide an adjusted financial information. This information is provided to enable investors to make meaningful comparisons of the corporation’s operating performance between periods and to view the corporation’s business from the same perspective as managements. The earnings release contains Exhibits that reconcile the difference between the non-GAAP measures and the comparable financial measures calculated in accordance with U.S. GAAP. Before we begin, I need to make certain cautionary remarks about forward-looking statements. Except for historical information, the matters discussed in the teleconference may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including projections, estimates, and description of future events. Any such statements are based on current expectations and current economic conditions and are subject to risks and uncertainties that may cause actual results to differ materially from results anticipated in these forward-looking statements. In this regard, we direct listeners to the cautionary statements contained in our Forms 10-Ks, 10-Qs, and other periodic reports filed with the U.S. Securities and Exchange Commission. I would also like to call your attention to European regulation. Any investor who has or expects to obtain ownership of 5% or more of S&P Global should give me a call to better understand the impact of this legislation on the investor and potentially the company. We are aware that we do have some media representatives with us on the call. However, this call is intended for investors. And we would ask that questions from the media be directed to Jason Feuchtwanger at 212-438-1247. At this time, I would like to turn the call over to Doug Peterson. Doug?
Douglas Peterson:
Good morning. Thank you, Chip. Welcome everyone to the call. With a surge of bond issuance healthy stock markets recovering commodity markets and improving global GDP, we’re off to a great start in 2017. Let me begin with the first quarter highlights. We attained strong organic revenue growth in every segment. Ratings results were truly outstanding and with a highlight of the first quarter. We continue to improve margins and delivered 630 basis points of margin improvement and adjusted diluted EPS growth of 35%. We generated $306 million of free cash flow, it was typically our weakest cash quarter due to payment of annual incentives. We returned $307 million to shareholders through share repurchases and dividends, and we increased our adjusted diluted EPS guidance to a range of $6 to $6.20. Looking more closely at the financial results, the company reported 8% revenue growth and on an organic basis grew 18%. We frequently talk about the pull-through of revenue to adjusted operating profit being quite high. It’s rather striking this quarter that the adjusted operating profit exceeded revenue growth. This can be primarily attributed to the markets in commodity segment, where divestitures drove, revenue declined to $68 million, we had adjusted operating profit only declined $7 million. The company achieved a 630 basis point improvement in adjusted operating profit margin due to the sale of lower margin businesses, strong organic revenue growth, and productivity initiatives. ForEx had an $8 million unfavorable impact on revenue, with a $6 million in favorable impact on adjusted operating profit. Ratings realized the majority of the impact. The progress we’re making to build a cohesive set of high-value assets is paying off. We were able to turn 18% organic revenue growth into 35% adjusted EPS growth through a combination of productivity improvements, share repurchases, and the inherent scalable nature of our businesses. In a moment, Ewout is going to discuss the results of each of our businesses in more detail. What I’d like to do is provide a bit more color on some of the current and future drivers of our businesses. And let me start with credit conditions. While GDP is the fundamental long-term driver of issuance, spreads can influence timing. This is clearly evident in the first quarter. High-yield spreads contracted 400 basis points over the past year, making attractive entry point for issuers. And during this same timeframe, investment credit spreads contracted 74 basis points. We saw a strong bank loan actively in the first quarter, partially as a result of the rate and spread environment. Bank loan rating revenues become an important part of our rating business over the past few years. This chart depicts the growth. First quarter 2017 bank loan rating revenue was particularly strong, increasing over 140% versus the first quarter of 2016. Bank loan ratings are primarily issued on leverage loans typically rated BB+ or lower. But the volume of leverage loans and the percent of leverage loans rated by S&P have increased over the past few years. Leverage loan growth has been supported by strong investor demand with record inflows into retail loan funds and recovery in issuance of CLO since the financial crisis. In the first quarter, leverage loan volumes were very strong driven by tight spreads driving borrowers to refinance their outstanding loans. We estimate that 40%, 47% of the global volume in the first quarter was for refinancing. In addition, the percentage of leverage loans rated by S&P surpassed 93% in the U.S. and 78% in Europe. While many of you track issuance, we always try to point out where issuance takes place? Which type of issuance and the size of issuance of deals make a big difference in the revenue we realize? This was abundantly clear in the first quarter. Global issuance in the first quarter, excluding sovereign debt increased 4%, yet high-yield debt increased by over $1 billion, or a 172% because very few high-yield issuers are part of our frequent issuer programs. This provided a tremendous amount of incremental revenue to the ratings business. Geographically, issuance in the U.S. increased 23%, with investment grade increasing 15%, high-yield soaring 115%, public finance decreasing a 11%, and structured finance increasing 57%, due primarily to strengthen CLOs, ABS and RMBS. In Europe, issuance increased 3%, with investment grade declining 1%, high-yield rocketing 181%, and structured finance decreasing 21%, with weakness in covered bonds and RMBS. In Asia, issuance decreased 18%. However, the vast majority of Asian issuance is made up of local China debt that we don’t rate. Ratings published its latest issuance forecast. For 2017, we expect an overall decrease in global issuance of 1%. This compares to the forecast of the 3% increase that we issued about three months ago. The most significant changes in international public finance, which had been forecasted increased 5% and is now forecasting to decrease 40%. It now appears the 2016 issuance in international public finance was an aberration and that issuance will revert to historical norms. Importantly, this is not a category that generates much revenue for ratings business. When you look at the chart, you can see that the categories that are most impactful to our revenue, namely non-financial services, structured news public finance are collectively forecast to increase in 2017. Turning to S&P Dow Jones Indices, in February, we celebrated the 60th anniversary of the S&P 500. We often talk about the importance of benchmarks and the time it takes to build one. None is more iconic than the S&P 500, but originally known as the Standard 500 is introduced at a luncheon for the press on February 27, 1957 at the Lawyers Club in New York, with a turnout of 35 top financial writers. The initial 500 included 425 industrials, 25 railroads, and 50 utilities that were deemed most representative of the overall market. These 500 stocks accounted for 90% of the total U.S. market value. The 500 is groundbreaking not only for its breath, but also because it could be calculated and distributed on an hourly basis. Today, the S&P 500 is the world’s most followed stock market index being calculated continuously. S&P Dow Jones Indices continue to build its business and several examples are listed in the slide. I’m only going to touch on the first item. S&P Green Bond Select Index was created for market participants seeking to monitor developments in the critical areas of green finance. This pioneering index maintain stringent standards in order to include only those bonds whose proceeds are used to finance environmentally friendly projects. Platts is also actively expanding its business opportunities and two examples are listed here. We believe the U.S. Gulf Coast is poised to become a key anchor for liquefied natural gas prices. And our customers required that the new flexible supply from the U.S. is underpinned by both price transparency and the means to hedge. In response to the growing U.S. LNG exports, ICE will launch LNG derivative contract. These will be cash settled against the Platts LNG Gulf Coast market price assessment and these Platts-derived forward curves for daily settlement. The first OTC swap contract for Black Sea Wheat traded with the Black – Platts Black Sea Wheat price assessment as the settlement price. This transaction is a significant step towards the emergence of a new regional futures market for Black Sea Wheat. The Black Sea region is a major global wheat trading hub. But in spite of its size, this major trading hub has not had dedicated derivatives market, reflecting its own supply and demand dynamics. Turning to Market Intelligence. [I had the] [ph] instruction to provide a breakdown of the business by customer type. With investor concerns about the impact of the continued movement of assets from active to passive could have on market intelligence revenue, you can see that investment management makes up only about 25% of our customers annualized contract value. In addition, our move to more enterprise-wide contracts should result in less customer volatility. As we look to the remainder of 2017, geopolitical risk in Central Bank actions may create volatility in the second-half. There are number of positive trends that we have identified, including expectations for slightly stronger GDP growth in the U.S., European GDP looking promising, ECB continues to have a quantitative easing program, strong global equity market so far in 2017, and a steady shift from active to passive investing. There is cause for caution, however, with a number of risks, including potential for U.S. fed reserves to initiate more frequent interest rate increases and begin on winding its balance sheet from a Brexit negotiation and upcoming elections in Europe and continued devaluation of most currencies against the U.S. dollar. Finally, I want to share with you some significant changes, plans for a Board of Directors. Sir Win Bischoff and Hilda Ochoa-Brillembourg two longstanding Directors will provide a wise count full oversight over many years of retiring. In the meantime, four new Directors have been added in the past six months who bring a wealth of business acumen and experience to our Board. With that, let me turn the call over to Ewout.
Ewout Steenbergen:
Thank you, Doug, and good morning to everyone on the call. This morning, I would like to discuss the first quarter results and then provide updated guidance for 2017. Doug already discussed the changes in revenue, organic revenue and adjusted operating margin for the company. I would like to point out that the tax rate of 30.3% is below the anticipated full-year run rate of 31%, due primarily to the discrete tax benefit from stock option exercises through March. In addition, our ongoing share repurchase program led to a $6.4 million decrease, or 2% in average diluted shares outstanding. I would like to echo Doug’s comments that with a 35% increase in adjusted diluted EPS were off to a great start to 2017. Net of hedges, foreign exchange rates had a modest negative impact on the company’s revenue and adjusted operating profits in the first quarter. The bulk of the impact was in the Rating segment, with a $6 million unfavorable impact on revenue and an $8 million unfavorable impact on adjusted operating profits, due to weakness year-over-year in the British pound and euro. Now, let me turn to adjustments to earnings to help you better assess the underlying performance of the business. Pre-tax adjustments to earnings totaled to a loss of $41 million in the quarter and included $15 million of acquisition and divestiture-related adjustments, a $2 million expense associated with an increase in financial crisis, legal reserves, and $24 million in deal-related amortization. In the first quarter, every business segment contributed the gains in organic revenue, but the gains in ratings were particularly note worthy. Reported revenue declined in Market and Commodities Intelligence was due to several divestitures. The adjusted operating profit growth varied by segments was 50% at ratings and 14% at S&P Dow Jones Indices. Once again, the impact from divestitures affected results with Market and Commodities Intelligence, adjusted operating profit declining 3% due to the sale of several businesses. Organic growth and synergies were able to make up much of this loss. Both Ratings and Market and Commodities Intelligence delivered remarkable adjusted operating margin improvement. Let me now turn to the individual segments performance. As Doug discussed earlier, tight spreads drove high-yield issuance and bank loan volume. And this resulted in a surge in high-yield and bank loan ratings and propel results for the Rating segments. Revenue increased 29%, including a 1% unfavorable impact from FoRex, 79% of the incremental revenue flowed through adjusted operating profits, highlighting the scalable nature of the ratings business. Adjusted operating margin increased substantially with 53.1%, due to strong revenue growth, largely offset by increased headcount and incentive compensation. Very strong transaction revenue fueled ratings first quarter revenue growth. Loan transaction revenue increased 4% from growth in surveillance fees, entity fees, intersegment royalties from Market Intelligence and CRISIL. Transaction revenue increased 65%, primarily from a substantial increase in high-yield bonds and bank loan ratings, as well as improved contract terms. If you look at ratings revenue by its various markets, you can see that while all of these categories reported growth, the growth in corporates was exceptional. And this is the category, where the high-yield bonds and bank loans are reported. Let me now turn to Market and Commodities Intelligence. This segment includes S&P Global Market Intelligence and S&P Global Platts. In the first quarter, reported revenue declined 10% due to recent divestitures. Excluding these divestitures, organic revenue increased 7%. Adjusted operating profit was down due to the divestiture of several businesses. Despite these divestitures, adjusted operating profit only decreased by $7 million, as organic growth and synergies were able to make up much of this loss. Adjusted operating margin improved 270 basis points, primarily due to the sale of lower margin businesses, strong organic revenue growth, and SNL integration synergies. Let me add a bit more color on the first quarter. Recent divestitures masked solid organic growth of 9%. This was due in part to a 9% increase in the number of SNL, S&P Capital IQ, and ratings direct desktop users. One of the important milestones in the quarter was the launch of a unified S&P Capital IQ and SNL commercial organization. This is a critical step in harmonizing our product offering into cohesive enterprise commercial agreements and ultimately one product platform. During the quarter, we also expanded our content quality reward program to include most of the Capital IQ content. Some of you may be familiar with this program, as it awards $50 to those who finds an error in our data. And the final highlight of the quarter was the beginning of a strategic relationship with Kensho Technologies. If you are not familiar with Kensho, you should check them out. Kensho provides next-generation analytics, machine learning, and data visualization systems to Wall Street’s premier global banks and investment institutions. We have agreed to a long-term commercial relationship, which will do so in product and data collaboration. We have introduced a new disclosure here depicting market intelligence revenue by three components. Risk services delivered the strongest growth in market intelligence.Thanks to mid-teens growth of ratings express and high single-digit growth of ratings direct. Enterprise Solutions revenue increased 7%, as demand for data feeds continued to be robust. And finally, our Desktop products grew 8%, as the growth of the former SNL and S&P Capital IQ Desktop products continues to roll out as a one commercial offering. Finally note, data was $38 million of revenue in the first quarter of 2016 from businesses that were divested. Platts delivered reasonable organic revenue growth, as commodity markets recover. The OPEC production cuts have been very successful in increasing oil prices. Tensions remain as higher prices have increased new shale investments. According to RigData, North American rig counts have doubled since the low in May of 2016. First quarter revenue increased 10%. However, excluding revenue from recent acquisitions, organic revenue increased 4% due to modest growth in both subscriptions and global trading services. The core subscription business delivered mid single-digit revenue growth, with similar gains across all commodity groups. Global trading services low single-digit revenue increase was primarily due to the timing of revenue and strong trading volumes in petroleum, partially offset by weakness in metals. Of particular importance during the quarter was the announced inclusion of Norway’s Troll as the latest addition of crude grade in the Brent basket beginning January 2018. The makeup of the Brent oil benchmark as we force over time as production changes path occurs. This latest change follows the addition of Forties and Oseberg in 2002 and Ekofisk in 2007. Here again, we had a new disclosure breaking out Platts revenue by four primary markets. You can see that petroleum and power and gas make up the majority of the business. The growth rates of each markets are depicted on the slides. During the first quarter, Platts delivered revenue growth in all of the metals and agriculture markets due to lower metals revenues and global trading services. Please note that about a $11 million of revenue in the first quarter of 2017 from recent acquisitions. Now, let’s turn to S&P Dow Jones Indices. Revenue increased 14%, mostly due to a surge in ETF assets under management. Adjusted operating profit increased 14%, primarily as a result of increased revenue. Adjusted operating margin increased 20 basis points to 67.9%, as revenue gains were partially offset by increased headcount in commercial and operations to support future growth. Asset linked fees experienced the greatest growth in the first quarter, rising 26%, driven by a 39% increase in average ETF AUM. Subscription revenue increased modestly due to growth in data subscriptions and exchange traded derivatives revenue declined 8%. The trend of assets moving into passive investments was very strong in the first quarter. The exchange traded products industry reached inflows of $189 billion, a new record by a first quarter and it was 2.5 times larger than the previous first quarter record. The quarter ending ETF AUM tied to our indices growth of $1,116 billion, up 35% versus the first quarter of 2016. As the chart shows, this was the result of $162 billion of inflows and $126 billion of market gains over the last 12 months. The $1,116 billion was a new record, surpassing the previous quarterly record of $1,023 billion set on December 31, 2016. The first quarter average AUM associated with our indices increased 39% year-over-year, and this is a better proxy for revenue changes than the quarter end figures. Exchange traded derivatives faced a tough comparison to the first quarter of 2016, when market volatility was much higher. Transaction revenue from exchange traded derivatives declined due to a 10% decrease in average daily volume of products, based on S&PDJI’s indices largely as a result of declines at the CME Equity complex. Now, turning to our capital position. There was a little change from the end of the fourth quarter. We continued to have $2.4 billion of cash and $3.6 billion of long-term debt, $1.8 billion of this cash was held outside the United States at the end of the first quarter. Our debt coverage, as measured by gross debt to adjusted EBITDA was 1.3 times versus 1.4 times at the end of the fourth quarter. Free cash flow during the quarter was $306 million. However, to get a better sense of our underlying cash generation from operations, it is important to exclude activity associated with divestitures and the after-tax impact of legal settlements. In the first quarter, there was little difference, as free cash flow on debt basis was $307 million. As for return of capital, the company returns $307 million to shareholders in the first quarter, $201 million through repurchasing 1.5 million shares and $106 million in dividends. Now, I will review our updated 2017 guidance. Based upon a strong first quarter and our expectations for the remainder of 2017, we have made several changes to our original 2017 guidance. This slide depicts our GAAP guidance and the changes that we have made Please keep in mind that our guidance reflects current spot market ForEx rates. This slide shows our updated adjusted guidance. The changes are highlighted on this slide. I’m going to discuss the changes to our adjusted guidance, which were as follows. We have increased our organic revenue growth from mid single digits to mid to high single digits growth, with contributions by every business segments. We have lowered our unallocated expense from a range of $145 million to $150 million, down to a range of $130 million to $140 million. Corporate unallocated is expected to be lower, driven by continued cost discipline. We have changed our operating profit margin guidance, which had been for an increase of roughly 100 basis points to a range of 44.5% to 45.5%. And we hope that providing the margin percentage is more clear than merrily providing the change in basis points. We have increased diluted EPS, which excludes deal-related amortization from a prior range of $5.90 to $6.15 to a new range of $6 to $6.20. And free cash flow, excluding after-tax legal settlements and insurance recoveries was $1.6 billion and now is greater than $1.6 billion. Our guidance does not take into consideration any potential policy changes from the new U.S. administration. Overall, this guidance reflects our expectation that 2017 will be another strong year for the company. With that, let me turn the call back over to Chip for your questions.
Chip Merritt:
Thank you, Ewout. Just a couple of instructions for our phone participants. [Operator Instructions] Operator, we will now take our first question.
Operator:
Thank you. Our first question is from the line of Peter Appert of Piper Jaffray. Your line is now open.
Peter Appert:
Thanks. Good morning. Doug, the first quarter results are obviously very impressive. I’m wondering about your thought process and guidance. It seems to imply that maybe some of the strength in the first quarter you’re looking at is just pull-forward. Can you talk to that issue?
Douglas Peterson:
Yes, first of all, thank you Peter for the comments. As we looked at guidance, we wanted to take into account this very robust first quarter issuance, and taken a look at the rest of the year what we forecasted and what we budgeted. If you look at a report that we issued called credit trends in global issuance for 2017, as you can see, we looked at different categories. In my comments, I mentioned that, international public finance was going to be dropping and that was driving the overall 1% decrease. But for the entire year, we’re looking at industrials being up for about 5% issuance overall, financial services about a 3% range, structured finance about a 4%, and then U.S. public finance down about 6% to 7%. That’s – those were kind of the underlying conditions we used for issuance for the rest of the year. I don’t – I wouldn’t necessarily call it pull-forward, but it was a very robust year. We also wanted to highlight this quarter, bank loan ratings. We have never really given the kind of disclosure we gave before on the bank loan rating product. As you can see, results are very strong in the first quarter, partially driven by the rate environment, the spreads have come down considerably, as well as what I’d call a much more positive consumer outlook as well as corporate outlook for growth in the U.S. economy. As we’ve always said, growth is huge. GDP growth is the number one determinant of issuance, spreads are also part of that. But we’re expecting the quarter as well as the rest of year to play out, and that’s what we used to build our guidance.
Peter Appert:
Understood. Thank you, Doug. And then secondly, and this might be for Ewout. The margin progress likewise has been very impressive. I’m just wondering how you think about where you are in that process? How far along we are and how much more there is to come on the margin front beyond the guidance for this year?
Douglas Peterson:
Yes, Peter, thank you again for the complement on the margin improvement. I think what you have seen is, indeed margin improvement for each of the businesses on an organic basis if you take out the acquisitions and divestitures. If you look at the improvements of Market Intelligence, Market and Commodities Intelligence, what you clearly can see is, there are the growth of the business as well as the impact of the SNL synergies. This was in line with what we provided to you in terms of guidance for 2017 with respect to the achievements in synergies and the run rate improvement should – we should see during 2017. Clearly, the margin improvements in ratings was a result of the better top line growth and modest expense increase. So it shows the scalable nature of the ratings business. Obviously, this is not the level of margins we expect going forward as the new standards, but it’s clearly a good improvement in terms of direction of the Ratings margins going forward. And then lastly, with respect to the Indices business, margins as you know are already in the mid 60% range. This is a range where we are probably comfortable with respect to margins going forwards. It’s a very scalable business, the marginal expenses are relatively limited if we are able to add additional revenues to that business, so that’s why we are confident that margins should stay in that range going forward as well.
Douglas Peterson:
Peter, I want to add something. First of all, I think you know that we’re committed to efficiency and improvement of our margins. The best way of improve them is through revenue growth, but in addition to that we’re looking at other sorts of discipline on how we invest, where we invest our expenses, how we allocate. But the overall aspirations are to get to a sustainable low 50% range in the ratings business and then the MCI including Platts, aspiring to the mid-to-high 30% range. And then in Indexes, as Ewout just said, we don’t have any specific targets, because we’re already at such an attractive level and we do want to keep investing in that business for growth.
Peter Appert:
Great, thanks very much.
Douglas Peterson:
Thank you.
Operator:
Thank you. Our next question is from the line of Joseph Foresi of Cantor Fitzgerald. Your line is now open.
Mike Reid:
Hello, hi this is Mike Reid on for Joe. Thanks for taking our call. I was wondering if – could you give us a little color on some of the progressing from the Index business outside of equities, including the custom indices and maybe an update on the Trucost and the ESG indices?
Douglas Peterson:
Yes, let me take that. First of all, as you know over time we’ve been looking at growing our index business in different types of asset classes. We have investments around the globe that we’ve made with international exchanges to help them professionalize their index markets, as well as have distribution of U.S. indices and other international indices we have into those market, so that’s one of our diversification strategies. Another one has been on different types of asset classes that are smart beta or different ways to weight indices. And one of the most important growth factors that we have is ESG. We’re seeing very high demand on environmental, social and governance factors used by investors around the globe. It’s, asset owners are increasingly demanding more and more information, as well as benchmarking to EST factors. That’s one of the reasons we bought Trucost. Trucost comes with a phenomenal set of data and analytics, but more importantly a really high quality team. We’ve integrated them very quickly into our business and one of the beauty of Trucost isn’t just that we’re able to develop new funds and launch of funds, we’re up over 100 ESG refund already, but that Trucost also benefits all of our divisions across the company. We’ve got – we didn’t highlighted that we’ve been launching some green bond assessments, as well as ESG products in the Ratings business and we’re looking at ways that we can incorporate more ESG factors and climate factors into market intelligence data as well, so the Trucost has been a fantastic acquisition for us. We see a lot of synergies across the entire group for that acquisition.
Mike Reid:
Okay, great. And do you have any more commentary on outlook of possible tax reform and impact to issuance, because it’s still too uncertain to really give anymore color on that?
Douglas Peterson:
Last quarter we gave you a view of what we saw at the time, there hasn’t been enough of a change yet for us to update any of our thinking around that, but as the new tax proposal evolve, we will provide more guidance on that and more of our views as it more comes out.
Mike Reid:
Great. Thanks, guys.
Douglas Peterson:
Thank you.
Ewout Steenbergen:
Thanks Mike.
Operator:
Thank you. The next question is from the line of James Friedman of Susquehanna Financial Group. Your line is now open.
James Friedman:
Doug, in your prepared remarks you called out some of the opportunities in the high-yield market and that – and how that may have helped propel the quarter? I thought you also mentioned about your mind share and market share, if you could elaborate on that opportunity going forward that would be helpful.
Douglas Peterson:
Yes, first of all, as I mentioned, the high-yield market has been one that that we’ve been able to benefit from. I’ve always talked every quarter, we always talk about the importance of understanding the mix of issuance and this quarter the mix including a large component of leverage loan refinancing, as well as high-yield bond financing was something that benefits us on the top line because of the – because they are the types of organizations and companies we don’t have frequent issuer programs with. But at the same time, while we benefited from that type of issuance overall, if you went back to Slide 10 in our materials, what you’d see is that we’ve also been able to increase our market share of the leverage loan issuers over the last few years. What we see is that investors demand the opinions in the valuation, the opinions and evaluations from S&P Global Ratings when they look at loans and we’ve been able to benefit from that and a robust market and because of our increasing market share we benefited with the increase in volume.
James Friedman:
Okay, thanks for that and then my follow-up. Ewout, I think you called out some headcount growth in Indices. Doug, I realize you’re trying to discipline the margin there, but I saw quietly, I think you said that was commercial related, you know what – how should we be thinking about the revenue growth relative to the headcount growth?
Ewout Steenbergen:
Thank you for that question, James, I think overall if you look at the expense development in the Indices business relative to the revenue growth, what you see is a couple of step up expenses that we are incurring compared to a year ago that should stay more or less flat going forward again. So to give you a little bit more details on that, we had the inclusion of Trucost. Doug, already just gave you some further explanation of the importance strategically of Trucost and how it is benefiting the whole company from an ESG capability perspective. So that is a step up cost that we didn’t incur a year ago and that you see in the expense base of the Indices business. We had also the launch of a third datacenter during 2016, so that is another step up cost that we are incurring now in the first quarter of 2017 that you don’t see in a comparable period of last year. And then we had some people on capability investments, which we think is important because we further want to expand this business, it’s a business as you are very much aware of that has really a great perspective given the changes in the asset management world and the very large shift from active to passive management. So we look at this expense as more a step up expenses and the margin increase and expense increase from here should not be too much affected by those expenses going forward again.
James Friedman:
Got it. Thank you for taking my question.
Operator:
Thank you. Our next question is from the line of Warren Gardiner of Evercore ISI. Your line is now open.
Warren Gardiner:
Great, thanks. So there were some headlines during the quarter and some potential M&A in the Index business, I would just be curious to hear your thoughts on that and then maybe also give us a sense about how you guys are thinking about M&A? What qualitative and quantitative hurdles kind of need to be met maybe beyond one year accretion and being a benchmark type asset?
Douglas Peterson:
Well, first of all, as you know we wouldn’t comment at all on any kind of market speculation and market rumors, but we do evaluate obviously opportunities in the marketplace, as you saw that we announced this quarter that we have set up a strategic relationship and alliance with Kensho, it’s not an acquisition, but just in terms of the sorts of evaluations that we’re always doing in the market looking for financial as well as strategic fit. And we’re always looking to improve our portfolio in the parameters and bounds of what we’ve defined as the markets oriented data ratings benchmark organization. But let me hand it off to Ewout to give you some thoughts about the second part of your question.
Ewout Steenbergen:
What I would like to say is that, as a company, we are disciplined in every way how we utilize our capital. If it’s organic, inorganic, as well as other ways we can use capital, for example, the most optimal way to return capital to shareholders. With respect to using capital for M&A, we are looking at a couple of key metrics, accretion of EPS is an important element; discount of cash flow methodology is a second important element; and the third important metric we are looking at and actually I’m a very big believer of the importance of this is return invested capital. So we are very much measuring if M&A is ultimately hitting our hurdle rates and cost of capital over a couple of years in the future. Of course, you have to also take into consideration the strategic importance of acquisitions over time. But those are in terms of framework to ways how we measure and assess M&A opportunities in the market.
Warren Gardiner:
Great. Thank you. That’s really helpful. I guess, my one another question there. Obviously, a really nice quarter in the ratings business. How much of that 29% year-over-year gain would you kind of attribute to improving contract – improve contract terms? And where are you guys in terms of what inning you’re kind of in terms of capturing that opportunity?
Douglas Peterson:
Well, in general terms, we don’t give that breakdown. So we cannot give you a specific answer. Directionally, what we can say is that a largest part of debt was volume driven and contract terms is only a smaller part of the contribution of the 29% increase in revenues.
Ewout Steenbergen:
And the other thing I – we can add is that, as we think about the inning of where we’re at with this contract work, we probably got about half in 2016. We’ll probably get about the other half in 2017, maybe it’ll trickle forward after that, but really largely in 2016 and 2017.
Warren Gardiner:
Great. Thanks a lot.
Operator:
Thank you. Our next question is from the line of Vincent Hung of Autonomous. Your line is now open.
Vincent Hung:
Hi. So you recently invested in Kensho. Could you talk about what this investment gives you not such, but more broadly on how you’re thinking about the changing technological landscape impact in your business?
Douglas Peterson:
Yes, first of all, we have been looking at ways to enhance our analytical capabilities that move into new areas like machine learning and artificial intelligence and cognitive learning programs. Obviously, we try to do some of that on our own and there are ways that we can task force, or special labs, or initiatives, as well as embedding things into our work workspace. But in addition, there are companies like Kensho, which are on the cutting-edge that we felt like it was valuable for us to build this connection with them to get access to people who are building new products and services that we hope can enhance what we do that we can learn from them as well as build products and services together. This was definitely done with that in mind to the kernel of your question, which is that, as the world changes, we believe we need to get on with it and move ahead with it, and that we need a combination of internal, as well as external sources for that kind of innovation.
Ewout Steenbergen:
And I guess, it had just couple of things. We will be providing them with some data and they in turn will be providing us with some of their capabilities and will be offered our Market Intelligence platforms.
Vincent Hung:
Thanks. And the next question is, could you give us an update on where we are on the project simplify initiative innovating relatively?
Douglas Peterson:
Let me give you a quick update on that. First of all, for those of you that don’t know a project simplify is, we have a – over the last five or six years, we have put in place a whole set of new policies and procedures and processes around improving our control in implementing new approaches to criteria, how we deal with documentation in our organization, and ensuring that we are operating at the highest quality and control standard for best practices, as well as to comply with the regulations that have been implemented around the globe, especially in Europe overseen by Esmond in the U.S. overseen by the SEC. So as we put in place all those different approaches to managing and controlling our business, we added on a lot of layers of activities and processes. And projects simplified for those of you that don’t know, then is an approach to take a step back and reengineer and reformulate our processes with many more of them being automated, as well as eliminating duplication et cetera. We’re probably, as Chip’s using baseball analogy this morning, we’re probably in the third inning. We have a ways to go where we’re just moving from the design phase into the piloting phase. The project is going very well. I’m pleased with the progress. I know that it’s going to require some change. But net-net, we think it will continue to allow us to move improvement in our margins and decrease some of our expenses. But more importantly, it will improve our work flow and our quality and allow us to invest also for other grow.
Vincent Hung:
Thanks, Doug.
Operator:
Thank you. Our next question is from the line of Toni Kaplan of Morgan Stanley. Your line is now open.
Jeffrey Goldstein:
Good morning. This is actually Jeff Goldstein on for Toni. You had mentioned that part of the benefit that you received from high-yield issuance strength, because not many high-yield issuer is on the frequent issuer program. So can you just talk a little bit about your target in mix and ratings between transactional on recurring revenue? So are you just comfortable with your roughly 55 to 45 subscription to transactional mix, or would you look to alter that mix based on your insurance outlook at any given point in time?
Ewout Steenbergen:
We don’t target a – the right kind of a mix. But if I went back a few years, what I would tell you is that, we needed to look at a program, where we were ensuring that we’re getting the right kind of contract realization from our frequent issuer program. If there has been any major change over the last few years, it’s that we started looking at ways to ensure that we are having the right approach toward discounting policies on the frequent issuer programs. But we don’t have a target mix. We obviously want to grow the non-transactional revenue, it’s a valuable to have a more stable subscription like approach to our business. And in addition to surveillance fees, entity fees the royalties we get and then the basic frequent issuer program. The non-transaction revenue having that in our overall program is, it’s a good base to have, but we don’t have a specific target overall for that. Just to remind everybody on Slide 25, for this quarter, we did have a 65% increase in transaction revenue. It was and it was principally driven by the high-yield bond and bank loan ratings, as well as some of the improved contract terms, and we had a 4% increase in non-transaction revenue.
Jeffrey Goldstein:
Okay, that’s helpful. And then just at the time of the SNL acquisition, you had provided some interesting data on the margin differential between established businesses that were in kind of the 30%-plus range and still some unprofitable both businesses like metals and mining and financial institution software. So I was just hoping, you could provide an update on some of these developing businesses, and if you expect them to contribute profit this year?
Douglas Peterson:
I’m a little bit scratching my head, because I don’t have that data in front of me. I’m looking around if we have the specific answer to your question. But what I can tell you is that, philosophically, we have continued to manage all of our businesses for a combination of growth. We do have – this is, Ewout, laid out to you a few minutes ago. We do have programs where we like to invest and we like to manage our investments and track them, that’s one of the nice disciplines that the SNL team brought as well as their approach towards opening new businesses and managing them for growth and investment. But I don’t have the specific margins. But Chip has some – [has familiar with it] [ph]…
Chip Merritt:
Yes, we’re not going to share the margins. But one of the things we said at the time, the new businesses we’re looking in the metals and mining space and the international big product, there were losing money, because they were just playing new. We can say that the international big product is probably ahead of our plans or projections, and the metals and mining is behind our projection from a revenue perspective, and that’s really going to lead your margin, because we’re just talking about incremental margins on the revenue. So I hope, I believe that’s helpful that once and look better, but we work together, we will be a little better than our models, as expected.
Jeffrey Goldstein:
That’s helpful. Thanks.
Operator:
Thank you. Our next question is from the line of Alex Kramm of UBS. Your line is now open.
Alex Kramm:
Yes. hey, good morning, everyone. I want to start with something a little bit bigger picture on the stock and the valuation. I mean, obviously, stock has been strong this year. But if you look at the valuation on fee or EBITDA, it’s still below, at least, on my numbers your primary ratings PR. But more importantly, when you look at some of the other businesses and look at the comps, they are like the index businesses, some of the data businesses that are out there. It seems like the stock is trading at a pretty big discount. So just wondering how you and the Board thinks about this? Is there something missing, or I know you’ve talked about the business mix and how committed you’re to the different business? But do you feel like there’s actually the opportunity if these businesses weren’t together, it’s really a realized – the value here. So just wondering how you and the Board think about the value that may be left on the table here, maybe because people are not understanding the businesses?
Ewout Steenbergen:
Well, first of all, thank you for the question. We don’t comment about the market and market price and valuation. But we do obviously look at it. It’s something that we pay attention to and look at. And what we can control is the quality of our businesses, the quality of our execution, the top line growth, the improvement in margins over time, and that’s how we value our performance and that’s also how we get paid. It’s important that people like you are helping understand the business and communicating to the market the quality of the businesses and how we’re performing. But as to the actual stock price itself and the valuation in multiples, it’s not something that I can comment on. That’s something the street actually has to comment on.
Alex Kramm:
All right, fair enough. And then just secondly, some small here on the index side. I don’t think you commented on the subscription side of the business. I know it was up 3%. But if you think about that number relative to pricing power, like, it seems a little bit softer than we would have expected. I mean, is there – it was whether there’s some one timers maybe in the fourth quarter, also is the end market maybe a little bit tougher, given what’s going in the active management space. Just seems like some of your peers are doing better there, so maybe a little bit more color on the subscription side of the index?
Ewout Steenbergen:
Alex, this is Ewout. First of all, I think, if you look at that line that will fluctuate a bit quarter-to-quarter. There’s some custom kind of products that you see there that are fluctuating over periods, as well as we had a $2 million correction during the quarter in that line a one-time item of $2 million that should not recur during the next quarters again. So I think those are the main drivers why you saw a slight weakness in the line of the data subscriptions in the indices for this quarter.
Alex Kramm:
All right, very helpful. Thank you.
Operator:
Thank you. Our next question is from the line of Hamzah Mazari of Macquarie Research. Your line is now open.
Hamzah Mazari:
Good morning. Thank you. The first question is just on how many of your customers right now are on enterprise-wide contracts? And any future impact you can share around the SNL and Cap IQ commercial organization? And is that in your synergy numbers already, is that upside? Thank you.
Douglas Peterson:
I don’t have the actual detail on the custom on what – how people move to enterprise-wide contracts. But it is the direction we’re going. So think of it this way that, the SNL contracts were principally on enterprise-wide contracts Cap IQ, we’re principally on per se contracts, and we’ve been steadily moving the Cap IQ into enterprise-wide contracts. But that’s actually the goal of our new and recent sales force reengineering and launch of a whole new approach to how we’re managing the integrated sales force. One of the things that we’ve done and we had a brief comment about it in the prepared remarks was to put in place a unified sales force for market intelligence, which is, as you know, the Cap IQ and SNL sales forces. It’s built in a way that we have a combination of relationship managers who are managing relationships for the long-term. They’re identifying opportunities. We have a sales force. We have an excellent high-quality sales services, organization and post sales support group. And that’s where we’re now launching and leveraging the compatibility and the quality of both platforms to build out this sales approach. And what we’re doing there is also moving more and more of our contracts to enterprise-wide pricing, as part of that process. And our salespeople have incentive to up-sell, to get deeper penetration, as well as to move to – and to move to enterprise-wide contracts.
Hamzah Mazari:
Great. That’s very helpful. And just a follow-up question just on issuance. I’m just curious if you guys view issuance as less cyclical relative to past cycles either, because they are secular drivers around European bank disintermediation, or maybe refinancing is a bigger piece. Just curious how you think about cyclicality of issuance relative to past cycles if anything has changed? Thanks.
Ewout Steenbergen:
If you look over a long period like, let’s say, 15 years, and we have a chart, which we typically have in our investor materials, not necessarily in quarter material. You can see over the last 15 years, there has been a very steady year-by-year increase in total issuance with the exception of 2008 when there was a significant drop in particular in structured finance issuance. And that structured finance issuance has never actually recovered from the bubble that it reached in 2006 and 2007. If you look at corporate issuance and sovereign issuance, financial institutions issuance, it’s been also very steady underlying growth with the only year that it dropped us 2008, which was the global recession. So we look at it overall. It’s a steady growth, that’s where we plan around it. That doesn’t mean that quarter-by-quarter, month by-month that mix and issuance is going to be the same, but we need to look at overall GDP growth. As I mentioned in my remarks, just some of the factors with U.S. economy growing at higher levels than we thought with the EU starting to recover with emerging markets like Brazil that’s coming off of a very deep recession into mild growth in other countries in Latin American improving. China’s growth is a little bit more robust than we expected. Those are all very good factors for us to look at shorter-term issuance. But longer-term issuance, we look at kind of on a steady path tied to overall GDP growth, as well as capital markets development around the globe.
Hamzah Mazari:
Thank you.
Douglas Peterson:
Thanks, Hamzah.
Ewout Steenbergen:
Thanks.
Operator:
Thank you. Our next question is from the line of Tim McHugh of William Blair. Your line is now open.
Timothy McHugh:
Yes, thanks. I understand the strong revenue obviously probably helped your ratings margins this quarter. But market intelligence is there. I guess, is there any reason why this isn’t a level that should be sustainable, and I guess, how? If so I think it’s at the higher-end of kind of the medium-term targets you’ve set for that segment?
Ewout Steenbergen:
I would say, this is Ewout talking. Good morning, Tim. I would say that, if you look at the margin in market intelligence, there were no particular items this quarter that jump out, as well as get margin higher or lower than what you should expect directionally in the future, you have seen a significant step up of 270 basis points compared to the previous period of last year. We are seeing the benefit of some of the divestitures and those were businesses with lower margin. We see the benefit of the organic revenue improvements and we’re very pleased to see that this business is doing very well. Just want to point out one data point, again, 9% increase in desktop users compared to a year ago, 9%, which is, of course, a very good result to see that the top line is growing so fast. And then we see the benefit of the SNL synergies coming in. We gave you guidance on that and insight on that last quarter. We will give you an update later this year, but the SNL synergies, of course, helping the margin improvement as well. So ending up at 37.6% margin for the first quarter, that’s indeed in line with our longer-term guidance relates to higher 30% range for this business.
Timothy McHugh:
Okay, thanks. And then just the total margin guidance that you changed from kind of given us a basis point increase to a absolute number. Just – is that a increase in your guidance, or your expectation for the year, or is it because of change in kind of the format?. Just want to understand whether you kept your assumptions the same or increased them?
Ewout Steenbergen:
Yes, that was an increase from our previous guidance. Let me explain that to you a bit. The previous guidance was 100 basis points improvement of the margin during 2017, and that was measured from the base margin during 2016. That margin was 42.9%, so at 100 basis points, or at 43.9%. The new guidance is 44.5% to 45.5% to 60 to 160 basis points higher than the prior guidance we have given to you in terms of margin. So what you should read out of that is clearly a high-level of comfort that we’re on the right path with respect to the performance of the business. We are having a – of course, a great start of 2017, and therefore, we have raised our margin guidance for this year compared to the prior guidance.
Timothy McHugh:
Okay, great. Thank you.
Douglas Peterson:
You bet.
Operator:
Thank you. Our next question is from the line of Manav Patnaik of Barclays. Your line is now open.
Manav Patnaik:
Yes, good morning, gentlemen. Congratulations on the quarter. My first question is just on the guidance. I mean, I think you said that all areas of your business – all your businesses were contributing to the increased guidance. The range still seems wide and still probably conservative. Is it fair to say that most of that is just at the ratings conservative, you guys typically assume early in the year?
Douglas Peterson:
I would say, we are very confident by the first quarter results. We are not providing quarterly guidance, this is yearly guidance. We have raised the bottom end of the EPS range by $0.10 and the top end by $0.05. What you should read out of that is a good start of the year. Again, we are not providing quarterly guidance. And from our perspective, this is the most reasonable middle of the road guidance we can provide you, it’s neither conservative nor aggressive.
Manav Patnaik:
Okay. And then, just your earlier comments around capital allocation and ROIC and so forth. So I mean, that disciplines sounds really good. And so, if it’s not M&A, the balance sheet still is really underutilized in our view. You’ve talked about how your ratings business obviously benefit from people trying to take advantage of spreads and ahead of rates and so forth. So the buybacks felt a little light this quarter too. So just curious on, should we be expecting action one way or the other in the next quarter or two?
Douglas Peterson:
Manav, let me say it in the following way. We believe that there is an opportunity to provide more specifics in terms of our capital management targets and capital allocation targets for the company. Today, we don’t have very specific targets. There is a limit, particularly on the debt level. There is a limit, we want to stay in the investment grade space. But where exactly in the spectrum of investment grade, we haven’t specified. What we expect is that, later this year, we will be able to come back to you with more specific and concrete targets with respect to our capital management strategy. It’s a little bit too early now. So I cannot give you more specifics at this point in time. But later this year, we will come back with more specifics on that.
Manav Patnaik:
Okay, that’s helpful. Thanks a lot, guys.
Douglas Peterson:
Thank you.
Ewout Steenbergen:
Thanks, Manav.
Operator:
Thank you. Our next question is from the line of Jeff Silber of BMO Capital Markets. Your line is now open.
Jeffrey Silber:
Thanks so much. I know, it’s late. I’m not sure if anybody asked the pricing pressure question that you typically – you got on each quarter’s call. So if they haven’t, if you could answer that for me?
Ewout Steenbergen:
Pricing pressure in a particular category or…?
Jeffrey Silber:
I guess, both in market and commodities and then maybe feed pressures on the industry side?
Douglas Peterson:
Let me take that question. On the market intelligence, as you know, our shift to a enterprise-wide model allows us to model very carefully, or the value that we provide to our customers, and the kind of service that we’re delivering, it allows us to have a very good conversation about price. And it’s not necessarily tied to a price per user. As you know, we’ve had sometimes in the past with Cap IQ. So we look at that very carefully. It’s a value-driven approach to how we deliver that value, and then the kind of contract that we’re able to sign. So I wouldn’t say, there’s necessarily pressure there, because we’re able to negotiate that well. When it comes to the fee structures in indices, we wouldn’t necessarily talk about specific customer pricing actions. But we do have excellent margins and we’re very – looking very carefully at penetration at new products, new services, et cetera, as a way to grow our top line growth, and we’re very pleased with where we are in that business.
Jeffrey Silber:
Okay, great. And then on the diluted EPS guidance for the year of $6 to $6.20, what share count is embedded in that guidance?
Douglas Peterson:
We cannot give you those specifics, because then we would implicitly tell you what is the level of share buybacks we’re aiming for during this year. I can just say that share buybacks, the company has a track record. We are a believer in buybacks that it is a good and value and handsome way to return capital to shareholders. So you may expect the company to continue with our track record going forward.
Jeffrey Silber:
Thanks.
Ewout Steenbergen:
Thanks, Jeff.
Operator:
Thank you. Our final question is from the line of Craig Huber of Huber Research. Your line is now open.
Craig Huber:
Yes, thank you. The other question for you here. This whole interest expense deductibility issue in Washing DC, you’re Paul Ryan’s tax plan. Are you aware of any country around the world of any significance that’s gone from allowing full interest expense deductibility to none in sell-through, I’m not, are you?
Douglas Peterson:
No, we’re not. There’s Spain, Germany, the UK, they have different aspects of how it’s implemented. But I don’t know of any place, where they’ve actually implemented in one sell-through.
Craig Huber:
I mean, do you sort of think then, Doug, along those lines and be a middle ground, like a Germany, as you say, would it allow only interest expense deductibility up to about 30% of EBITDA, is that sort of the middle ground maybe here? And maybe you also said…?
Douglas Peterson:
I don’t know there has been some interesting research and advocacy that’s been coming out recently on what the impact could be on beyond just the real estate industry on other industry that is dead, in particular, community banks are very worried about what the impact would be if their borrowers on SME type activities are not able to, or not able to deduct interest. And what that means both for SMEs, as well as for the small community banks that provide that kind of debt. There’s a lot of different angles coming out as this is being discussed more thoroughly and we’re watching very carefully what all the different arguments are. I don’t want to predict where it will end up, but I do know that there’s going to be a lot of arguments are going to be surfacing on this.
Craig Huber:
And to my other unrelated question, please, Doug. On average, what should investors expect for pricing increases this year across your portfolio? And is there any wide disparity between the segments?
Douglas Peterson:
No, we never give any kind of specific pricing guideline, and it’s especially for future pricing. We’re – it’s something that we would – we wouldn’t be able to give you at this point in time.
Craig Huber:
Thank you.
Ewout Steenbergen:
Thanks, Craig.
Douglas Peterson:
Thank you.
Douglas Peterson:
As everybody closes and we hang up on the call, I do want to thank everyone for your questions, and very importantly, I want to thank the team at S&P Global for excellent performance in the first quarter. We do know that we’ve had a great momentum from how we started the year, and there are some potential upsides, as well as some potential clouds out there. But we’re very, very pleased with how we’ve begun the year across the Board. Thank you very much everybody for joining the call this morning.
Operator:
That concludes this morning’s call. A PDF version of the presenter slides is available now for downloading from investor.spglobal.com. A replay of this call, including the Q&A session will be available in about two hours. The replay will be maintained on S&P Global’s website for 12 months from today and for one month from today by telephone. On behalf of S&P Global, we thank you for participating and wish you a good day.
Operator:
Good morning, and welcome to S&P Global's Fourth Quarter 2016 Earnings Conference Call. I'd like to inform you that this call is being recorded for broadcast. All participants are in a listen-only mode. We will open the conference to questions-and-answers after the presentation and instructions will follow at that time. To access the webcast and slides, go to investor.spglobal.com that is investor.spglobal.com and click on the link for the quarterly earnings webcast. [Operator Instructions]. I would now like to introduce Mr. Chip Merritt, Vice President of Investor Relations for S&P Global. Sir, you may begin.
Chip Merritt:
Good morning. Thank you for joining us for S&P Global's Earnings Call. Presenting on this morning's call are Doug Peterson, President and CEO; and Ewout Steenbergen, Executive Vice President and Chief Financial Officer. This morning, we issued a news release with our fourth quarter and full year 2016 results. If you need a copy of the release and financial schedules, they can be downloaded at investor.spglobal.com. In today's earnings release and during the conference call, we'll provide an adjusted financial information. This information is provided to enable investors to make meaningful comparison of the corporation's operating performance between periods and to view the corporation's business from the same perspective as managements. The earnings release contains Exhibits that reconcile the difference between the non-GAAP measures and the comparable financial measures calculated in accordance with U.S. GAAP. Before we begin, I need to provide certain cautionary remarks about forward-looking statements. Except for historical information, the matters discussed in the teleconference may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including projections, estimates, and description of future events. Any such statements are based on current expectations and current economic conditions and are subject to risk and uncertainties that may cause actual results to differ materially from results anticipated in these forward-looking statements. In this regard, we direct listeners to the cautionary statements contained in our Form 10-Ks, 10-Qs, and other periodic reports filed with the U.S. Securities and Exchange Commission. I would also like to call your attention to European regulation. Any investor who has or expects to obtain ownership of 5% or more of S&P Global should give me a call to better understand the impact of this legislation on the investor and potentially the company. We are aware that we do have some media representatives with us on the call. However, this call is intended for investors. And we would ask that questions from the media be directed to Jason Feuchtwanger at (212) 438-1247. At this time, I would like to turn the call over to Doug Peterson. Doug?
Doug Peterson:
Good morning. Thank you, Chip. Welcome everyone to the call. I'd also like welcome our new CFO Ewout Steenbergen. Ewout joined us in November and is participating in his first earnings conference call with us. You'll hear more from him shortly. 2016 was a memorable year with market uncertainty surrounding pivotable outcomes from Brexit, the US election and the long-awaited increase in US interest rate. Despite this uncertainty, spreads tightened, issuance was strong, equity markets ended up the year and S&P Global delivered another solid performance. Let me begin with 2016 highlights. We finished the year with strong fourth quarter results. We delivered another year of impressive financial performance with mid single-digit revenue growth and mid teen’s adjusted EPS growth. We re-branded the company's S&P Global with the new ticker SPGI. We reshape the portfolio with a number of divestitures and acquisitions. The most significant divestiture being J.D. Power. We successfully completed our 2014 to 2016 $140 million cost reduction initiative. We made substantial progress on our SNL integration synergy. We generated nearly $1.5 billion in free cash flow and we returned $1.5 billion through share repurchases and dividends. We also delivered excellent financial results. The company reported 7% revenue growth of this growth 89% was pull-through to adjusted operating profit. This is a direct result of our continued focus on productivity. On an organic basis, revenue grew 6% and the pull-through to adjusted operating profit was also high. These achievements led to a 300 basis point improvement in adjusted operating profit margin, and continued a string of annual improvements in adjusted operating profit margin of more than 275 basis points for the third year in a row. While ForEx had a $24 million unfavorable impact on revenue, it had a $43 million favorable impact on adjusted operating margin - operating profit with market intelligence realizing the majority of the game. I'm very pleased that we were able to leverage 7% revenue growth into 14% adjusted EPS growth through a combination of productivity improvement and share repurchase activity. 2016 was not an isolated year. Our revenue growth was consistent with the 7% annual growth over the past four years and our 300 basis point margin improvement capped 1000 basis points of margin improvement over the past four years. Our focus on growth and performance has material changed the earnings power of the company. This earnings powers translated into a substantial increase in adjusted earnings per share. In 2016 we almost doubled our 2012 EPS, delivering 18% compounded annual growth rate over the last four years. During 2016, we continue to add capabilities and reshape S&P Global. In Platts, we are building a world-class supply demand capability. With FinTech and Eclipse [ph] already in place providing US and European natural gas analytics, we purchased PIRA Energy Group, RigData and Commodity Flow, adding a wealth of expertise in global energy market analysis, US rig activity and waterborne analytics. With our deep history of providing benchmark commodity prices, we believe providing the supply demand analytics around these prices will be a great value to our customers. S&P Dow Jones Indices purchased Trucost, a leader in carbon and environmental data and risk analysis. Not only will this acquisition enable the creation of unique new indices, but our rating business will leverage Trucost capabilities, and new creation, new ESG products, such as green bond evaluation. Ratings added to its international capabilities with the acquisition of a 49% stake in TRIS highlight [ph] including credit rating agency. Thailand is Asean's second-largest economy and third-largest bond market. We reshaped our portfolio with the divestitures of J.D. Power, our pricing businesses, and our equity and fund research business and Quant House [ph] in January 2017. These result moves left us with a stronger, more cohesive set of businesses. Now I want to turn to our outlook for 2017 and discuss key scenes that are shaping 2017 and beyond. These are topics I discussed with our board, as well as the division president as we look to the next year and the next 3 to 5 years. We look forward to discussing these themes with you this quarter and during the year. Global GDP though increasing this year is running much lower than the past. Interest rates that have been declining since 1981 could continue to rise. Geopolitical considerations like Brexit, populist changes to government and threats to established trade deals create new risks. Regulations become an unparalleled force for change. We count 22 ratings regulators worldwide today with the majority less than five years old. All of you have witnessed the rise of compliance within your own firm. Our customers have changing expectations, are feeling competitive pressures and facing changing business model. Technology continues to disrupt every industry, including ours. According to Citibank, there's been a tenfold increase in FinTech companies in the past five years. It took 75 years for the telephone to reach 50 million users, radio 38 years, TV 13, Internet 4 years and Pokemon Go 19 days. Sustainability is becoming ubiquitous among companies and investors, climate change conferences, ESG investable funds point to significant changes in behavior. We need to stay ahead of these trends and create products that address the changing needs of our clients and markets, things like green bond evaluation, ESG Indices, new credit tool and new product platforms or opportunities that we are pursuing. Our economists expect global GDP to grow 3.5% in 2017. The chart depicts their view for the next two years in which all world areas except Europe will experience accelerated GDP growth. In the US low unemployment and increased consumer spending will underpin GDP growth. In Europe, recovery is on track and showing resilience, but not enough to boost GDP. In Asia, we expect reasonable growth and little inflation with India being a bright spot. And in Latin America, we expect improvement driven by continued recovery in commodity prices and stabilizing domestic command. Last week ratings issued its annual global refinancing study, this yearly study shows debt maturities for the upcoming five years. The chart on the left illustrates data from the 2016 and 2017 studies. The five-year period in the 2017 study shows a $100 billion increase in total debt maturing versus the 2016study. We use this study along with other market-based data to forecast issuance. Taking a closer look at data from the study reveals an important trend in high-yield maturity. Over the next five years, the level of high-yield debt maturing significantly increases each year, which is a potential source of revenue in the coming years. Last week ratings also publish their latest issuance forecast. Looking ahead to 2017, we expect an overall increase in global issuance of 3%, positive global trends for issuance include the European Central Bank's quantitative easing program, continued strong issuance out of China and expectations for slightly stronger GDP growth in the US. Global issuance is still likely, however to face headwinds from global political uncertainty and a continued evaluation of most currencies relative to the US dollar. One item that seems very clear is that interest rates will continue to rise in the US. Rising rates have been an investor concern for several years now as the belief is that rising rates will impair debt issuance. Our fixed come analytical team – our fixed income analytical team has explored this topic and published report called recent policy proposal potential impact on US corporate bond issuance. You can see it on RatingsDirect. This charges US corporate issuance in GDP since 1996. Both GDP and issuance increased over the period. We find a statistically significant relationship between US corporate issuance and GDP. This next chart shows US corporate issuance and the 10 year treasury yield since 1996. Our statisticians ran a number of tests, including the Granger causality test, a statistical test used to determine whether one time series is useful in forecasting another time series. Their conclusion was there is a weak negative correlation between interest rates in issuance. We've seen a number of tax proposals since the recent election and we've been studying them, people from our tax, finance, economics and public policy team have been evaluating potential changes. The proposals remain in a state of flux and it’s difficult to draw definitive conclusion. Nevertheless, I want to review our current thinking on the most commonly discussed potential tax changes. First, on a lower corporate tax rate, as the company with a relatively high tax rate, this would be very positive for the company. On repatriation, a one-time repatriation of that would likely reduce issuance, but would be unlikely to have major impact on long-term capital structure. In addition, much of the cash held overseas is by large technology companies like Apple and Oracle that have very little debt. For our company specifically, we would reevaluate our investment strategies and that could lead to repatriating much our overseas cash. We believe that the removal interest expense deduction could reduce the attractiveness of debt, particularly for high yield issuers and likely reduce issuance. However, lower tax rates would provide greater borrowing capacity for companies, which could be positive. As for S&P Global, this would be a negative as we currently at $3.6 billion of long-term debt. The removal of the municipal bond tax exemption would reduce the attractiveness in muni bonds to investors requiring alternative funding of local projects. Therefore, it likely hurt municipal bond issuance, but infrastructure issuance could potentially increase to partially offset this. Order adjustment could benefit our companies in next export. Please note our 2017 guidance does not consider any of these potential tax law changes. Let me finish by sharing some of the most important initiative in 2017. As always, delivering financial performance is at the top of the list. We are introducing organic revenue guidance of mid-single-digit growth, adjusted diluted EPS guidance of $5.90 to $6.15 and free cash flow guidance of approximately $1.6 billion. Ewout will provide more color to the guidance in a moment. Throughout the company, I'm stressing the need to build excellent into all that we do, to be competitive, nothing less is acceptable. Some of the more visible areas includes, launching a beta version of the new market intelligence platform in the fall, leveraging recent acquisitions create world-class supply demand analytics for Platts customers, continuing index innovation and international partnerships and advancing ratings commercial discipline, analytical quality and IT driven productivity. We continue to track and execute on our SNL synergy program and fund additional productivity initiatives and process improvement and we remain committed to compliance control and risk management across the company. We're pleased with our progress, but we're working to make this company even better. With that, let me turn the call over to Ewout. Thank you. Ewout Steenbergen Thank you, Doug. And good morning to everyone on the call. This morning I would like to discuss the fourth quarter results and then provide guidance for 2017. Let's starts with the consolidated fourth quarter income statement. Reported revenue increased 2%. However, organic revenue increased a 11%. This was the strongest quarterly organic revenue growth of the year. Adjusted operating profit increased 17% and adjusted operating margin increased 530 basis points. The adjusted operating margin improved, primarily due to revenue growth, continued progress on productivity initiatives and the sale of lower margin businesses. The adjusted effective tax rate increased 500 basis points, primarily because the fourth quarter 2015 tax rate was unusually low largely due to favorable tax benefits from the resolution of prior yield tax audits. In addition, the fourth quarter 2016 rate included the impact from dividends we received from foreign subsidiaries and a slight increase in the US state income tax rate. Adjusted diluted EPS increased 14% and we decreased our average diluted shares outstanding by 4%. Both our fourth quarter and full-year results were impacted by changes in foreign exchange rates. In the fourth quarter of 2016 the two main impacts were a $2 million unfavorable impact on the ratings, adjusted operating profit, primarily due to the weaker British pound and a $9 million favorable impact in markets and commodities intelligence adjusted operating profit, primarily due to the weaker British pound and a weaker Indian rupee. Now let me turn to adjustments to earnings to help you better assess the underlying performance of the business. Pretax adjustments to earnings totaled to a gain of $272 million in the quarter and included a $347 million net gain on recent divestitures, predominantly from the sale of the rising businesses and this also includes a $31 million expense associated with disposition of Quant House, a 54 million expense associated with an increase in financial crisis, legal reserves and a $21 million expense related to the early retirement of our 2017 debt. In the fourth quarter every business segment contributed to gains in organic revenue and adjusted operating profit, while this line shows an 11% decline in reported revenue at market and commodities intelligence. Excluding the impact of asset sales, organic revenue increased to 8%. Adjusted operating margins improved significantly in ratings and market and commodities intelligence, but declined in S&P Dow Jones Indices. I will discuss these changes within each segment discussion. Let me now turn to the individual segments performance. Ratings had a strong quarter, leading the company in both revenue and operating profit growth. Revenue increased 14%, including a 1% unfavorable impact from ForEx. Considering normal seasonality in the fourth quarter US-bond issuance was robust, despite US selection uncertainty, which only constrained bond market activity for a few days. Adjusted operating margin increased 360 basis points due to strong revenue growth, reduced legal and outside services spending, partially offset by increased incentives. While not shown on the slide, full-year adjusted operating profit margin reached 49.8%, an increase of 240 basis points aided by a modest boost from ForEx. Strong transaction revenue underscores ratings fourth quarter revenue growth. Non-transaction revenue increased 5% from growth in surveillance fees, increased inter-segment royalty's for market intelligence, and growth at CRISIL. Transaction revenue increased 26%, as a result of improved contract terms, growth in structure, US public finance and corporate issuance, as well as increased bank loan ratings. This slide is a new quarterly disclosure that illustrates ratings revenue by its various markets. First, note the corporate and financial make up the majority of revenue. Second, US public finance is the largest component of government. In the fourth quarter there were broad gains in every market with the exception of financials, which was negatively impacted by concerns about US election and an interest rate increase. If you look more closely at the largest markets, fourth quarter issuance in US was up 14% with investment grade decreasing 2%, high-yield climbing 12%, public finance growing 19% and structured finance soaring 45% due primarily to a 143% increase in CLOs and advance of the implementation of risk retention regulations, which took place on December 24 and a 40% increase in ADS. In Europe, issuance decreased a 11% with investment grade declining 18%, high-yield decreasing 1% and structured finance increasing 5%. In Asia, issuance increased 1%. However, excluding issuance, that we do not rate, notably domestic China issuance, Asian issuance increased 8%. Let me now turn to market and commodities intelligence. This segment includes S&P Global market intelligence and S&P Global Platts. In the fourth quarter reported revenue declined a 11% due to recent divestitures. Excluding these divestitures, organic revenue increased 8%. Despite disposing of businesses that contributed more than $100 million of quarterly revenue, adjusted operating profit increased 8%. This puts into perspective the enormous improvement that has taken place in the segment. Adjusted operating margin improved 600 basis points, primarily due to SNL integration synergies, Platts expense control, the divestiture of lower margin businesses and ForEx. Let me add a bit more color on the fourth quarter revenue growth in market intelligence. The most significant items in the quarter were the divestitures of the SPSE and CMA rising businesses, and equity and fund research. In addition, in January we divested Quant House. Due to the fourth quarter divestitures, revenue remained unchanged. However, organic revenue increased 10% with growth at four major products. Another highlight was the progress we made in the $100 million synergy target, as illustrated on this slide. Successful integration of SNL and delivery of synergies was a full priority for the company in 2016. We made tremendous progress as evidenced in the margin improvement and remained committed to achieving our integration synergy targets and delivering on our expected return on investment in SNL. We estimate that two thirds of the $100 million synergy target was achieved at year-end 2016 on a run rate basis. We estimate that approximately one half of the $100 million is reflected in our full year 2016 results. We are particularly pleased to have achieve about $10 million in run rate revenue synergies, about one half of the revenue synergies came from utilizing Capital IQ relationships to sell the SNL global financial institutions product, about one quarter from using SNL relationships to sell the Capital IQ Desktop and one quarter from new business combining Cap IQ risk scorecards with SNL banks data. If you look at the markets within market intelligence more closely within financial data and analytics, S&P Capital IQ Desktop and Enterprise Solutions revenue increased 7% with high single-digit growth in S&P Capital IQ Desktop. In addition, SNL revenue increased 14% over the fourth quarter of 2015, SNL and S&P Capital IQ Desktop experienced year-over-year user percentage growth of 11% and 8%, respectively. Risk services revenue increased 10% led by growth in RatingsXpress. Platts delivered solid organic revenue growth in an improving commodity environment. Oil prices rallied around the OPEC agreement to cut production. PIRA forecasts 2017 oil prices in the range of $60 to 70 a barrel if OPEC members comply with the agreement. While the OPEC agreement provide support for the oil prices, RigData has reported that the weekly US rig count reached 782 in January and that’s the highest level in over a year, rating downward pressure on pricing. Nevertheless, the outlook for many of our customers is better now than at the start of 2016. Fourth quarter revenue increased 12%. However, excluding revenue from recent acquisitions, organic revenue increased 5%, due to growth in subscriptions and double-digit growth in global trading services. The core subscription business delivered mid single digit revenue growth, led by the petroleum and petrochemical sectors. Global trading services double-digit revenue increase was primarily due to strong volumes. Now let me turn to S&P Dow Jones Indices. Revenue increased 13%, mostly due to ETF assets under management growth and increased data subscriptions. Adjusted operating profit increased 10%, primarily as a result of increased revenue. Adjusted operating margin declined 200 basis points to 61.6%, due primarily to the Trucost acquisition. Investments in a third data center, increased marketing costs, and higher cost of sales from growth in OTC derivatives activity. The highlight of the quarter was ETF AUM tied to our indices, booking $1 trillion in December. We celebrated a $500 billion mark in 2013 and three years later we doubled that milestone, clearly to trend from active to passive investing has been an advantage for the index business. Asset linked fee revenue increased 10% during the quarter. The exchange traded fund industry recorded enormous inflows for the second straight quarter, amassing $133 billion in the fourth quarter, driving yearly inflows of $380 billion, a new annual record. Average ETF AUM associated with our indices increased 19% year-over-year. As mentioned 2016, ending ETF AUM associated with our indices reached a new record of $1 trillion, increasing 25% over year-end 2015, with inflows of 15% and market appreciation 10%. Transaction revenue from exchange traded derivatives increased primarily due to an 8% increase in average daily volume of products based on our indices S&P 500 index options, that grow with a 22% increase in volume to VIX Options and Futures, and CME Equity complex contracts increased mid single-digit. Subscription revenue, which consists primarily of data subscriptions and custom indices increased 24% due to growth in data subscription revenue and the timing of subscription revenue. During the quarter the company launched 88 new indices and our partners launched new 23 new ETFs based on our indices. Our capital position is strong, as we look at the net debt of the company, we ended the year with $2.4 billion of cash, of which approximately $1.7 billion was held outside the US and $3.6 billion of long-term debt. Our debt coverage improved year-over-year as measured by gross debt to adjusted EBITDA from 1.6 times to 1.4 times. Free cash flow during the year was approximately $1.2 billion. However, to get a better sense of our underlying cash generation from operations, it is important to exclude activity associated with divestitures and related tax expenses and the after-tax impact of legal and regulatory settlements and related insurance recoveries. On that basis, free cash flow in 2016 was nearly $1.5 billion. As for return of capital, the company returned $1.5 billion to shareholders in 2016, $1.1 billion through share repurchases, as we completed our $750 million accelerated share repurchase plan in December and $380 million in dividends. Now, lastly, I will review our 2017 guidance. Based upon modestly improving global GDP and issuance growth, we introduced 2017 adjusted guidance as follows, mid single-digit organic revenue growth, the contributions by every business segment, unallocated expense $145 million to $150 million, a modest increase over 2016, due to investments in Asia and upfront investments in office consolidations, deal-related amortization of about $100 million, operating margin increase of roughly 100 basis points, interest expense of approximately $155 million, a tax rate of about 30% to 31%, diluted EPS which excludes deal-related amortization of $5.90 to $6.15. The range is wider than prior years due to recent that would be vast new guidance for accounting or stop payments to employees, which we estimate would increased EPS by $0.10 to $0.15 depending on SPGI's share price development and option exercise activity. Capital expenditures is a range of $125 million to $140 million, as we anticipate increased investments in technology, data and efficient real estate solutions. Free cash flow, excluding after tax, legal settlements and insurance recoveries of $1.6 billion and we expect an annual dividend of $1.64 per share. Our guidance does not take into consideration any potential policy changes from the new US administration. Overall, this guidance reflects our expectation that 2017 will be another strong year for the company. With that, let me turn the call back over to Chip for your questions.
Chip Merritt:
Thank you, Ewout. Just a couple instructions for our phone participants. [Operator Instructions] Operator, we'll now take our first question.
Operator:
Thank you. This question comes from Alex Kramm of UBS. You may now ask your question.
Alex Kramm:
Yes. Good morning, everyone. First of all, thanks for the Pokemon Go, that made a highlight of my day, so I nicely done. Secondly, in terms of the business, just wanted to come into the ratings guidance a little bit more, what you are expecting there? If I look at your business – the mid single digit growth for the whole company, and I looked like – I look at what index is running right now in terms of the run rate, and I look at where now market intelligence has probably growing consistently. It seems like it's a little bit conservative or light on the rating side. In particular, if you are telling us 3% growth in India in issuance. So either you are little bit less more conservative on pricing or you just conservative in general, but what are you expecting in terms of ratings revenue here?
Doug Peterson:
Alex, this is Doug. Well, thank you for the - joining the call, and for your comments. On issuance, we've incorporated various factors into our issuance forecast. As you know, in the slides we gave you before, we showed you the expectations for issuance coming up. We've always talked before about the relationship between GDP growth and issuance being a stronger one than interest rate. As you know January had very strong issuance. The issuance in January was a record, it was a $532 billion. It was up 13.6% from the prior years. A lot of that issuance was in the US. The US was up 93%. We've incorporated that into the year. Our expectation is that the first half of the year should be fairly strong, given the overall investment profile that we expect of the economy and we've looked at more uncertainty in the second and half of the year, as we don't know exactly what the impact is going to be of the new administration aspects that are going to be rolling out, whether it's tax reform, regulatory reform, infrastructure investment, et cetera. In addition, we've incorporated some uncertainty into the second half the year related to Brexit and other geopolitical of aspects. But overall we're - we believe that 3% forecast which was prepared by our fixed income analytics team is the is strong, its based off of the combination of refinancing which we already aware of and we're expecting that most of that will come through. And then what we see in pipelines from meeting with investment banks and rating issuance advisors to build our forecast. But it still off of the base, as you know of those different factors and we're comfortable today that that’s – what we're including in our guidance.
Alex Kramm:
All right. Fair enough. Thank you. And then just secondly, quickly, maybe on the market intelligence side a little bit here. When we talk to customers, it sounds like you are increasingly bundling all these different products, which obviously you've put under one roof now. So maybe you can talk a little bit more about, there seems like there's more of a move to enter price pricing and it seems like you are able to maybe you know, gain a little bit of more pricing power in the process. So maybe just talk about what's going on there and how that could be impacting revenue, maybe more than what we've seen in the last couple of years?
Doug Peterson:
We've made great progress on the integration of SNL and Cap IQ to turn it into market intelligence. As you know, we've been reporting on our synergies throughout that time and how we've done with the different expense synergies and revenue synergies. On our expense synergies, as you’ve seen we've made excellent progress. This is allowed us to have an intensive focus on our commercial activities, on our operational activities and be able to address customer needs in a way that's more comprehensive and integrated across the Cap IQ and SNL platforms. As I mentioned in my remarks, we are developing and will be launching later this year, a pilot program market intelligence window which will allow us on the desktop through mobile platforms, et cetera to be able to address the needs of our customers. And what that's leading to from a commercial point of view, what your question is more specifically about, is that we can provide enterprise licenses which take into account the usage and the breadth of need of a firm and provide them with a more simple contract that allows in many cases, more users or more access to the system, which on the one hand, might as a per user basis end up maybe being less expensive to them, but they're using a lot more data and many more users in it which is very beneficial to us. So this like many of our different products and services across the company, these truly are a customer by customer basis in terms of how we deal with them and the sales process its a long professional sales market, sales process. We've restructured our sales team. So they are unified and they've been rolling out a comprehensive approach to our different markets, whether it's by regions or it’s by different types of industries and segment. And as you pointed out that is our approach this year would be to rolling out, almost everywhere, but especially where it makes sense enterprise wide pricing for market intelligence.
Alex Kramm:
Excellent. Thanks for the color.
Doug Peterson:
Thanks, Alex.
Operator:
Thank you. Your next question is from Manav Patnaik of Barclays. You may ask your question.
Manav Patnaik:
Thank you. Good morning, gentlemen and congratulations and welcome to Ewout to the call. May be just on the ratings question, in the other way to ask that question is, you're 3% issuance volume forecast for 2017. If you were to back out sovereign ratings, which I think you guys don’t make much money on and then China domestic you said you don't do, what would that 3% number look like from a volume perspective?
Doug Peterson:
If you just give me one second, I've got that calculated here. So let me just give you some of the numbers, more specifically the breakdown with and without those, I don't know if I have the aggregate number in front of me, but the - when you look at non-financial, it's going to be in a range of approximately 2% to 6%, financial institutions from about 1.5 to 4, structured is right now one of the areas that I am least certain about, its more in kind of the 0% to 6% range. And even though you look at the public finance potentially dropping a lot this year, given the headwinds and what we saw a very strong issuance last couple of year. So public finance could be down 5% to 10%. So overall issuance about 3% and excluding sovereigns in domestic China is also about 3%, once you take the positive upside in non-financial, what you've seen like in this first of month of the year. And then you subtract some of the downsides. We still in up with about 3%, excluding sovereign.
Manav Patnaik:
Okay. Got it. And then in the market intelligence side, I think you said two thirds of the $100 million was realized so far on a run rate basis and you are targeting three fourth by the end 2017. So is that being conservative or is that you know, factoring in I guess your new platform launch that probably requires a bunch of investments. I just wanted some color there in terms of the - how we should think about the progress?
Ewout Steenbergen:
Good morning, Manav. This is Ewout. We would certainly not consider that guidance as conservative. What you obviously might see when you do an integration is that you first take care of the low hanging fruits. That's why there's always a large acceleration of the benefits at the beginning and then the remaining of the integration synergy benefits from later during the year and take more time to achieve that. And so this is really the best guidance we have, we expect that the remaining of the gains will be more backend loaded, because it is the harder part of the synergies, especially related to bringing our products to a one platform, that is really the main outstanding where the remainder of the synergies will be achieved.
Manav Patnaik:
Got it, Thanks a lot guys.
Operator:
Thank you. Next question is from Ms. Toni Kaplan of Morgan Stanley. Your line is open.
Toni Kaplan:
Hi, good morning.
Doug Peterson:
Morning.
Ewout Steenbergen:
Morning.
Toni Kaplan:
Could you give us a rough breakdown of what drove the margin expansion within market intelligence this quarter on an apples-to-apples basis? Basically just trying to get at how much of the expansion was driven by legacy Cap IQ, Platts and from the SNL synergies?
Doug Peterson:
Let me first of all just tell you what's some of the elements are, I don’t know if I can give you a precise basis point by basis point approach to that. But as you remember we have a combination of the three different businesses within market intelligence which you’ve seen the desktop, the enterprise business, the SNL businesses and the new risk services. We have Platt, we've taken out J.D. Power, we've taken out what was our pricing businesses, J.D. Power had generally a lower margin than the new average margin, the pricing businesses have higher-margin, than the actual businesses. But I don't have the actual numbers and I am going to look to Ewout to see if he has a chart with those actual numbers. But those are the elements that are incorporated into that margin.
Ewout Steenbergen:
Yes. And Toni, what I specifically would like to point out, is that the total margin change for market and commodities intelligence for the full year 2016 was 410 basis points. The FX element in that were 140 basis points. So that gives you the breakdown of how much was really underlying performance improvements, over the difference area versus the amount that came from FX and then as Doug said, there is the different elements of the businesses that are having different levels of margins. But we probably need to come back to you later on with more specifics on that.
Toni Kaplan:
Okay. And are you providing updated targets for I guess market intelligence margin, now that the segment includes Platts?
Doug Peterson:
Well, let me let me just tell you little bit about margins generally, if you don’t mind, I'll give you some broader aspect to it. We don't have any guidance specifically about our margins, but we do have what I may call aspirations. As you know in the last few years we've had an intensive focus on margins, that’s a combination of improving commercial activities, growing the top line, as well as maintaining productivity and being very disciplined around investment. In ratings, we aspire to be with a – to have a five handle, its beginning of our margin where we've been there over quarters, but we aspire to be in the low 50s and this we help - we believe we could get there through the continued commercial discipline in some of our productivity programs. In the market commodity intelligence segment, we aspire to the mid to high 30s. We think that as we complete our synergy programs over the next couple years, as well as ongoing productivity program and commercial programs that we've be aspiring towards that. In index, we do not have a target. We are very comfortable with the level of margin that we have now in the 66 - in the last years or so it’s between 60 and 66. We know that there's kind of – it popped around a little bit. But we don't have any target that’s different than what we have there and which should be in the low 60s. But those are the - up for the three segments. Those are the - our aspiration of our margin.
Toni Kaplan:
Terrific. Thanks, congrats of the quarter.
Doug Peterson:
Thank you.
Ewout Steenbergen:
Thanks, Toni.
Operator:
Thank you. Next question is from Hamzah Mazari of Macquarie Research. You may ask your question.
Hamzah Mazari:
Good morning. Thank you. The first question is just - if you could just give us an update on European bank disintermediation and whether Europe's mix, how does that stack up to the US in terms of loans and bonds?
Doug Peterson:
Yes. So that is a – that’s been something that's been really interesting, as we continue to watch the development of the European market. It almost kind of goes and fits and start between when do you see issuance that’s starting off in the European markets and you get some very strong orders of European issuance and then you get some very weak orders in issuance. The main factor which is inhibiting that is really the ECB liquidity program. The ECB liquidity programs has continued to provide a lot of liquidity in the European banks and it's basically between the strength of their capital which is been improving in European liquidity programs that are in-place. It’s allowing the banks to continue to be strong lenders, but there is a general shift overall towards more and more issuance in the market. Just as an example, in this year - during the year that was in January you saw the issuance go up in Europe in financial institution, in the industrial it was down a little bit, you've also seen more in sovereign. So total Europe was up about 13% in January. Over the last couple years, it's been up and down, it goes from being up to flat, et cetera. But I do think it’s the most important aspect or is really combination of what we see happening with the LTRO programs, the ECB liquidity programs and the overall bank behavior that they're holding more and more credit on their balance sheet. Now the other final point I'd make is that the ECB itself has a very high demand for the purchase of assets. They continue as quantitative easing program and assets they want to buy or investment grade debt security and ECB itself has been talking about promoting the development of capital markets. In addition, there is a program based out of Brussels called the Capital Markets Union. The Brussels financial - the financial regulators are all in favor of having a more cohesive and more European wide approached capital market. So we are very close to those initiatives. We have people in Brussels. We visit Brussels a lot. We visit all of the major financial capital and we believe that this will continue to be a positive over the long run, but it might be going in fits and starts.
Hamzah Mazari:
Great. And just a follow-up, within the Indices business, are you concerned that all around fee pressure with given how concentrated the ETF market is, I know back in 2012 you had a – we had a Vanguard change the way that they looked at their customer base. I know there were more retail versus institutional. But you know, any color around how you're thinking about fee pressure in the Indices business or is that just not a concern?
Doug Peterson:
It is a concern to the extent that we're going through a lot of change in the industry and if I told you otherwise, I probably would be telling you something we spend a lot of time thinking about. We do have though a few factors which we think position us incredibly well. One is that we have benchmarks that are must have benchmarks, like the S&P and Dow Jones and other branded benchmarks that we have that are really necessary for whether it's the actual ETFs or other investment products or for the data that’s required by investment managers to be able to benchmark their portfolios in their performance. So we think that we have one advantages in terms of the types of brands and the kinds of products we have. The second is maybe a little bit, if you go back to microeconomics and remember those curves of elasticity of demand and some of the products which we believe are going to see price cut, the price cut might be offset by the volume growth. And I don't want to say that that's always going to sort of work out that way. But if you look at the overall growth of volume in this industry and the recent DOL [ph] of ruling which looks like it might be reversed, was going to probably benefit ETF and passive investment. We probably see some sort of passive investment benefit from a lot of these trends that will also benefit us. So even if some of the fees do go down and there is some fee pressure, we should be seeing some advantage of that from volume. Just as an example, we mentioned it in our call, but it was just three years ago that we were across the $500 billion line for ETF AUMs and we now crossed a $1 trillion at the end of the year last year, even only a year ago we were $815 billion. So the growth in these - it's a combination of new flows into the asset classes, as well as obviously increasing the value of the indices themselves that we see that from, but we do - we are very aware of the cost pressure. We are working closely with ETF providers and others and it’s something that we are ensuring that we can maintain a leadership position in the quality of our benchmark, the positioning that they have. But pricing pressure is something that we're aware of and we're trying to actively manage towards it.
Hamzah Mazari:
All right. Thank you, Doug.
Operator:
Thank you. Next question is from Jeff Silber of BMO Capital Markets. You may ask your question.
Jeff Silber:
Thanks so much. I wanted to go back to some of the debt issuance trends you were talking about earlier, you mentioned January was a real strong month, specifically in the US. Do you think any of your US clients might be front running some potential policy changes and will get a bit inflow early on in the year that will paper as the year progresses?
Doug Peterson:
It’s really hard for me to project. I've been doing this for now almost 6 years and every quarter there is a different mix of what has been attractive in the markets, it depends on investment, on growth, on GDP growth, on what the interest rate environment is going to be, what Janet Yellen might do with interest rates, what the net exchange rates is going to be for people have global operation. I – its possible if there's some pull forward that’s taken place in January, it's also possible there were some pull forward into the fourth quarter, but there is a very healthy refinancing pipeline that we look at, some of the issuance that was done in January was issuance by companies that have - already have incredible amounts of cash on their balance sheet, like Microsoft and IBM and AT&T and Morgan Stanley and Wells Fargo and BoA. And so the largest issuers in January weren't necessarily those that needed the cash, they also were all corporation and have massive amounts of cash offshore. So I don't know, I can't really answer your question about this pull forward or not. But we do in our forecast, if you look at the forecast that we prepared, we do have a more robust first half of the year than the second half year in the forecast that we've prepared, which was the 3% growth in issuance for 2017.
Jeff Silber:
All right. That’s helpful. And then if I could just switch over to margin, you were kind of enough to give us some of your long-term target by segment. I know you don’t usually guide by specific segment for the year. But I'm just wondering directionally what you're incorporating for margins by segment to get to your target for the company overall? Thanks.
Ewout Steenbergen:
We don't give specific by segments. But as we said in the prepared remarks that we expect margin expansion for each of our businesses.
Jeff Silber:
Okay. great. I'll follow up offline. Thanks so much.
Operator:
Thank you. Next question is from Peter Appert of Piper Jaffray. You may ask your question.
Peter Appert:
Thanks. Good morning. So Doug the strength in the fourth quarter ratings revenue performance is very impressive. I am wondering if it's possible to give us any granularity in terms of the drivers of the revenue performance, in terms of market share or pricing and just overall market growth?
Ewout Steenbergen:
Let me give you some of the components here. And so I'm looking here at the revenue components, if you make a breakdown between transaction and non-transaction, transaction was up 26%, non-transaction was up 5%. If you look at a breakdown by region, US saw the largest growth of close to 17%. The EMEA region was around 6%, Asia, ex-Japan was around 8% and Japan itself was 13% and then the rest of were other small numbers. I have to note that Canada had as quite large increase of 63%. If you look at another breakdown of revenue, corporates we so up by 18%, financial services down 9%, infrastructure up 40%, US public 37%, sovereigns 10% and structure 11%. So overall I could say revenue was up very strong across the board. We saw expenses up $30 million quarter-over-quarter. That has mostly to do with incentive compensation and catch up, given the strong results for the quarter itself. So if you look at the combination of strong revenue growth across the board, in almost all regions and issuer types, as well as really good expense control with the one change an increase related to incentive compensation, we saw those margins in the ratings went up in a very healthy way.
Doug Peterson:
Peter, let me add that if you go back to the slides that Ewout presented, there is a new slide which shows the revenue mix across broad categories. We thought it was helpful for you to see a little bit further breakdown on that and I don't remember the actual slide number. We can pull that that up. But it shows where we've got the growth across the different business segments and is an example in financials there was a drop in the fourth quarter, in financial issuance from 115 to 104, that’s our revenue mix. In corporates they went up 20% from 283 to 340. We think that that should also help to give you some kind of the direction as to what the - what issuance trends are, as well as the revenue that we're seeing from those and you can get a view across the board how we think we're doing those different groups. And all of them are a combination of all the different factors which Ewout mentioned.
Peter Appert:
Got it. Thank you. And then…
Doug Peterson:
At slide 29, sorry.
Peter Appert:
Okay, great. Thank you. Do you have any preliminary thoughts on how potential changes in Dodd-Frank might impact the business?
Doug Peterson:
Not really, we have looked at Dodd Frank, there's really two aspects to it that I could mention, but this is – think of this little bit more speculation as because we don’t have a lot of facts as to where this might go. On the - on ourselves, we believe that the overall Dodd Frank rules that is coming in place are similar to the other 21, I guess jurisdictions around the world, where we're also rated. So even if Dodd Frank changes it’s not going to change our operating model very much because we're regulated as similarly or even more heavily in other jurisdictions like it by ASMA [ph] in Europe. So there might be changes to Dodd Frank, they can have some small benefits to us in the US, but they're not necessary they're going have that much of an impact if we have to continue to comply with a similar or the exact same kind of provisions everywhere else in the world. On the actual markets themselves, to the extent that there are Dodd Frank provisions which improve market liquidity or investor issuer access or clarify some of the things around, for instance of Volcker rules we see. Thanks for getting back into more proprietary trading and a higher liquidity in issuance in the markets or if there was a change to the of risk retention rule that allowed CLOs and CMBS issuance to explode if there – it has been that much of an impact from the risk retention rule, I can't quite tell, but it looks like it might be a slight impact. But those are the things that could be more market impact. They don't have anything to do with us directly. But if they end up providing an environment where there is growth in the market, in particular growth in financial markets, higher liquidity, higher issuance, we would potentially benefit from that.
Peter Appert:
Thank you, Doug.
Doug Peterson:
Thanks, Peter.
Operator:
Thank you. Next question is from Tim McHugh of William Blair. You may ask your question.
Tim McHugh:
Yes, thanks. Just following a little bit on that question. I guess, I think it was getting some of your initiatives to improve pricing and I guess the strength in bank loans. How much – were there any kind of big incremental changes in the fourth quarter and I guess how much more room is there to run with trying to drive – I guess, your improvement even relative to whatever the market does?
Doug Peterson:
Well, I don't know if I call it relative to what the market does, but relative to ourselves, we've had a, what I would call a multiyear program to bolster our of commercial activities in the rating agency, a result of our own changes in Dodd Frank we have hired a world-class team of commercial people in our rating agency. They are now out building relationships with customers, anticipating their needs for capital markets activities by looking at their own exposures around the globe and by being closer in a relationship, having this relationship model, its allowed us to also demonstrate what is the value that we bring and have a one-off, as I call them kind of individual conversation and negotiations with customers around the globe. And we've started seeing the benefit of that from higher contract realization and we expect that that will continue to flow through in 2017. We saw the benefit of that in last year, some of that into the fourth quarter. But it is part of our top line growth strategy is to have these one-off relationship conversation with the issuers, to ensure that they understand the value and we can see some of that value through improved pricing in contractual terms.
Tim McHugh:
Okay. Thanks. And then SNL the growth rate improved there versus a little bit of resources. What you guys have been talking about it, I know you listened a couple of different areas of that business that did well. But was there anything in particular that changed, I guess in terms of the performance or got much better that drove the acceleration?
Doug Peterson:
Yes, if you look you know, for the last I guess, 12 years or so, we've grown over 12% per year, you just bounce in the low teens from quarter-to-quarter, I think with this kind of noise quarter-to-quarter whether there 10% or 14%. With indices nice strength in the internationals big product, which is one of new things we're launching and conversely we don't see much strength in metals and mining work, this difficult environment. So those were two kind of newest areas that we've been focusing on. Overall together its kind of better than our model, but it just kind of bounces quarter-to-quarter, are difficult to explain that.
Tim McHugh:
Okay. Thanks.
Operator:
Thank you. Next question is from Bill Warmington of Wells Fargo. You may ask your question.
Bill Warmington:
So good morning, everyone. Congratulations on the strong quarter and also welcome to Ewout. So first question I wanted to ask about the Platts organic revenue growth. It has been trending down for the past three quarters, and this quarter it showed an improvement up to 5%. And so I wanted to ask whether you're seeing an inflection point in renewals and how those are going, whether you think the stabilization in oil price is helping and if you're seeing any differences there you know, US clients versus international clients?
Doug Peterson:
Thank you for that question. On Platts, on our top line growth, it clearly is the combination of all the factors that you discussed. As you remember a few years ago and going back to the question about Dodd Frank, there was - one of the provisions of Dodd Frank ended up that all of the major financial institutions exited the commodities businesses, and now it had been a major drag on our top line growth and on our revenue level is all of the major global financial institutions exited commodities - trading and commodities businesses. A few of those have a tiny trading desk left, but most of them sold their commodities businesses to other trading organization, who are already our customers and we saw some loss of revenue there, that had been a headwind. There was also a headwind when you saw the oil price, which had been in the $100 range drop into the 20s and 30s and it put a lot of pressure on our major customers that are producers on the upstream side, who are getting squeezed by their - on their profit margins and they were in tough negotiations to see what kind of renewal levels we get, what kind of increase in pricing. So there were some headwinds there. Obviously on the other hand, some of the users, power plants and airlines and others saw a big benefit from the lower oil prices and low energy prices and we had some potential upside there. But I think we're getting into a normalized position with the oil prices in the 40s, 50s and 60s. There still are some organizations but that's not the right level that they can be very profitable in. But we do think that we will look carefully at the overall market positioning. We felt that the increase in more maybe more stable oil market benefits us. And as you know, one of our revenue streams that we talk about is the market services area. So it’s not just the - we saw a strong growth in that area which is one of the other areas. So we're not only just a subscription business, but we do have a small amount of our revenue coming from market and trading services and that area did benefit from the volatility as the market moves back up from the lower price to the middle price. So every factor you mentioned are things that we watched. We think that we're in a more stable environment. We don't think that there's going to be anybody getting in and out of this business and we'll be negotiating throughout this year ongoing long-term contract.
Bill Warmington:
And probably second question, just a housekeeping question. The 590 to 615 EPS guidance, does that include or assume a $0.10 to $0.15 benefit from the stock-based comp in that or would that stock-based comp be incremental to that 590 to 615?
Ewout Steenbergen:
That includes the $0.10 to $0.15 from the accounting change for Texas-based payments.
Bill Warmington:
Great. All right, thank you very much and congratulations again.
Doug Peterson:
Thank you.
Ewout Steenbergen:
Thanks, Bill. And Bill I don’t want to thank any of them, I want to clarify this right now, the pronunciation is Ewout, the W is capital to V, so it’s Ewout for everybody.
Bill Warmington:
Ewout. Thank you very much.
Ewout Steenbergen:
No problem, Bill.
Operator:
Thank you. The next question is from James Friedman of Susquehanna Financial Group. You may ask your question.
James Friedman:
Hi. I wanted to – just ask my two upfront. Ewout, I was wondering if you could repeat what you said if anything about what assumptions are embedded with regard to repurchase, I heard the stock-based comp, but the repurchase? And then Doug, if I could ask, just because we get this one a lot too deep into the pool, but with regard to the border adjustability tax, if you could just give us the cliff notes from your view at least, is the – do you think of the company as an exporter, and you know, maybe if you can give us some qualitative observations about that, that will be helpful?. Thank you.
Ewout Steenbergen:
Let me start James, good morning. Regarding the assumptions underneath our EPS guidance with respect to buyback activities, at this moment cannot specifically comment on the size and timing for obvious reasons. But what I can say is the following, we will continue with buyback activities also in 2017, following the strong track record of the company. We believe it's a good use of the strong cash position we have and also the strong future cash generation we predict and we believe our stock today is attractive at current levels. We will be of course be disciplined and focused on the way how we really can create value enhancement for shareholders. So definitely there is an assumption with respect to buyback, but it cannot give you the specifics, but I hope that gives you a flavor for the underlying philosophy, and especially the disciplines, capital management we will apply as a company.
Doug Peterson:
And let me pick up the question the border adjustability, as you know that the tax code was updated 30 years ago in 1986 and at the time our economy and the tax code is still very much skewed towards agriculture and manufacturing, especially with preferences and special exemptions for lot of industries. And it's been a long time that we needed an update of our tax system. We also have the –as you know, and one of the highest tax - corporate tax rate in industrialized world with us ourselves paying over 30% rate, which is been very high. Now specifically related to border adjustability, this is one of those - one of those areas that is probably quite controversial because the way it impacts different types of organization. As you know because we have such a high tax rate any lowering of rate would benefit us and then specifically in border adjustability, we're an intellectual property firm that is been around for long time and our intellectual property is principally registered in the US and in fact, even in New York. And when we sell and we have customers that are paying us from offshore to use our ratings or our indices or market intelligence or re Platts data and that is being purchased overseas, that would be considered to be an export of services and we would benefit from a lower tax rate or from the border adjustability where we would not be having to pay a tax on that export of services. I don't have a specific dimension yet that I could tell you exactly what the benefit could be because we don't have enough of the proposal. But I would tell you that we would be a major beneficiary of that border adjustability and it's something that as that is developed we have our tax team, our economic team, our are public affairs team, et cetera are working closely with other advocacy groups and organizations in Washington to understand all these proposals and what the impact might be. But this is one that for us could be a major benefit.
James Friedman:
Got it. Thank you very much.
Operator:
Thank you. Next question is from Craig Huber of Huber Research. You may ask your question.
Craig Huber:
Yes, good morning. My first question I guess, has to do with interest expense deductibility this whole issue, if it will or will not be included in the potential tax plan later this year, if it is included in there, and I guess depending on how it may be structured if someone like Germany were going to deduct that interest expense at about 30% of EBITDA or of its 100% eliminated. What is your – on those two different scenarios, German one versus getting at a 100%, what is your general thought again with further what it would to the corporate finance debt issuance once it gets up and rolling in 2018 or something…
Doug Peterson:
Yes, and Craig, as you can imagine from my prior answer, where this is also on our list with the same teams that we're looking out with advocacy groups and our tax accounting, finance, public affairs groups, et cetera. This is one of those proposals that we think would have a - also but tends to have a negative impact on issuance. Clearly, it's a proposal that is linked with a pay for to other sorts of changes in the tax code. For example, accelerated, depreciation would be paid for with elimination of the interest rate deductibility. So we see it, typically in combination with other types of - other types of benefits which then need to get paid for it and they were paid for by this interest rate deductibility. In all of the work that we've done looking at the different systems, we think that the major impact is going to be on high yield issuers. And as you know, if you go back to what's the typical deal thesis of leveraged buyout or of many sponsor deal, there is a - the high-yield debt not only provide them access to capital and improves in ROE, it also provides a tax shield and the interest rate expense itself is part of the deal calculation as to what's sort of tax shield you get from the interest rate. And so this is the part of the yield curve and the credit card where we think they will be the biggest impact and potentially issuance could get hit there. When we look at the higher quality end of the rating scale. So, blue-chip companies, investment grade companies, even without the deduction, we think that would still be more attractive to companies in issuing equity. I don't think companies are going to be wanting to flood the market with equity, do their financing. There might be a boon to investment bankers to structure hybrid or other sorts of instruments that could be a debt like or maybe equity like, but not considered to be a common equity. We do rate a lot of those types of instruments. So preferred shares and in anything with kind of fixed coupon, we do - we do rate those kind of equities or things like that. But we do think that overall elimination of interest rate deductibility would probably be a net negative to issuance and that we're operating on right now. But we're trying to look very closely at the market and what the actual proposal is since we don’t really know what the proposal is and what it’s going to. So we're going to have to watch this. We do know that over the long-term in issuance levels are much more related to GDP growth. But this discussion about interest rate deductibility and tax law changes, does throw some new elements into our planning and our thinking that we've got to be very close to.
Craig Huber:
And then I had a question please on your S&P ratings business, up 14% revenue growth, just to want to in a quarter, I want to better understand - this better contract terms of roughly last year you guys changed your contract terms with your customers the help you put on them, that on pricing side for you guys. Do you have a sense of how much that 14 percentage points of growth came from better contract pricing and then also as you think out to 2017, is there much left to do, I realize its generally analyzed from what you can change you to help boost revenue growth in 2017, and help quantify that, was that a few 100 basis points are not event that?
Ewout Steenbergen:
We don't quantify the amount of the contract changes Greg, so we can't help you with that portion of the question. What was the other part of your question, I apologize.
Craig Huber:
Is there a much left to go with a set of…
Ewout Steenbergen:
And as Doug mentioned earlier, so we think we made some nice progress in 2016. We think there's more progress that can be made 2017. And I would say in those two years that will be probably the bulk of the progress on these programs we're working on. It could be a little tail after that, but most of it would be in '16 and '17.
Craig Huber:
Okay. Thank you.
Ewout Steenbergen:
Thanks, Craig.
Operator:
Thank you. Next question is from the line of Joseph Foresi of Cantor Fitzgerald. You may ask your question.
Mike Reid:
Hi, guys. This is Mike Reid on for Joe. Thanks for taking our call. Can you give a little color on just on the continued prospects for indices outside of equities? I guess including fixed income, all the way through the custom indices. And also do you see the custom indices helping you gain market share?
Doug Peterson:
Well, first of all on index as you know we have been diversifying our business in various ways. One of them is through different sorts of indices, as you mentioned fixed income indices, right now that is a very, very new industry, so to speak. Its just recently have the index of large index complexes started moving into organization to see them on a professional index managed approach to building up ETF products, et cetera. We think that that space is still wide open and one that there's not a lot of ETF volume and should be growing and we're hoping to pay much larger position t here. Custom indices and factor indices are getting very popular, specially with family offices, sovereign wealth fund and investors that need some sort of benchmark to manage specific against risk or asset liability matching in their portfolio. We continue to see that is an area where we're investing and growing. We also have two other areas I want to mention, one in the ESG. We've bought Trucost and Trucost is an organization that provides a very precise and high quality climate and water and other sorts of environmental facts, environmental data. We're able to use that to build environmental or climate or other ESG type fund. We see a very high demand for data and analytics and now increasingly also helpful for fund that has incorporate ESG or sustainability or long-term growth type factors, especially coming from sovereign wealth funds and from pensions and endowments in northern Europe and some places around Europe and United States. So that's another area of growth. And then generally across the business, we're looking to see how we can capitalize off of the value of our data more and more and see that is one of our growth areas and not just the traditional ways that we've had with AUMs and a fund approach in using our benchmarks into the fund area. So data and data and analytics is an area that we are looking at and that's where some of the other aspects to how the data is used, how we look at market et cetera, we're thinking that there should be some opportunities there as well.
Mike Reid:
Thanks. Thank you for the color on that.
Operator:
Thank you. The next question is from Andre Benjamin of Goldman Sachs. You may now ask your question.
Andre Benjamin:
Thanks. Good morning. So my question is back to tax reform, I was wondering if you are talking to any of the larger CFO, how they think about their balance sheet and EPS impact. I was just wondering is there any indication that people are putting more weight on the impact of funding costs versus the bottoms up impact on EPS, I am just trying to some inside into how CFOs are actually weighing those offsetting factors?
Doug Peterson:
Andre, I don't have enough of base of discussions yet to give you - to give you like a scientific answer, I can just tell you anecdotally, this every CEO and every CFO that we've been meeting with are studying the tax reform proposals the same way we are. There is then – if you met with the largest organization's, the largest global organizations and if you look at the repatriation topic which we haven't touched on, repatriation is one that also has a very large impact on companies and could have as I mentioned in my comments a shorter-term impact on issuance if people brought back a lot of cash and don't need to go to market. We don’t we'll have a long-term impact. But there's a lot of corporations that have literally - there is a couple trillion dollars $2.5 trillion we believe in overseas cash that could also going into that equation. And I don't - as I said, I only have anecdotal evidence, I do not have anything that’s scientific yet. Each company is impacted differently, if you went in that with retailers that import a lot of their products from offshore, if it's - weather clothing, apparel, toys, electronics, et cetera, this the approach towards the border adjustability has a very negative impact on them. If you speak with large exporters, like GE and Boeing and Caterpillar, order adjustability is a very positive impact on them. A lot of the CFOs of the more highly rated companies, the combination of a much lower tax rate and interest deductibility are kind of a wash. And so they would say that it's not going to - the interest rate deductibility is not going to have any impact whatsoever on their issuance programs because net-net, the net after tax cost as even can be lower because the interest rate is lowered so much. So again, I can only be anecdotal. I would hope that as we go throughout the years and we get more specific proposals that I could give you better answers then I just did. But those are the kinds of factors that are being looked at in the kinds of conversations we've been having. But right now it's all anecdotal.
Andre Benjamin:
All right. That’s helpful. And I guess just one homework question, model keeping, from as the combined market intelligence Platts business going forward, as we combine those segments in our model, should we assume that we'll continue to get the individual revenue from market intelligence and Platts going forward?
Doug Peterson:
Yes. We will disclose that’s going forward as well. So you should see the breakdown in the future.
Andre Benjamin:
All right. Thank you.
Doug Peterson:
Thanks, Andre.
Operator:
Thank you. We will now take our final question from Ansh Singh from Credit Suisse. You may now ask your question.
Unidentified Analyst:
Good morning, guys. My first question on the revenue synergies inside of market intelligence related to the integration that’s going on. I realize you spoke to some left from synergies in the quarter, but hoping for some more color on how that's going, is it going along with your expectations, slightly better, slightly weaker. Just wanted to get your perspective on how customers are responding to your early cross-selling integration efforts?
Doug Peterson:
It’s better than expectation. They had a target, and we cannot necessarily share with you folks, on what they would accomplish at this point in time, and the $10 million target has exceeded - or the number has exceeded at target. So they were very pleased with that. But once again this is still early days because its a lot of piloting going on as you know, Cap IQ reps are going to Cap IQ customers and saying hey, look our arsenal product, let me show you what we do this. But to me the biggest move really can't take place until you have one integrated platform, right. That’s when you can really begin to shape customers behavior were meaningfully and that’s not going to be for a while.
Ewout Steenbergen:
They are going to start to beta testing that in the third quarter with a very limited number of customers, but we expect that that will really be more of a fourth-quarter event when the market intelligence 1.0 platform is potentially ready for rolling out more - on a more broader basis. But just as slight a different answer to your question. We're very pleased with the integration of SNL. Its been something that we made some of very tough management decisions when we brought on board, in terms of how we're going to manage the organization, putting these businesses together, which was not necessarily something was very natural for this organization and it's paid off by making those tough decisions right up front and having an excellent management team from SNL that came on board and incorporated some of the best management from the company that was already here. And generally speaking, we've been ahead of our targets and we've been able to execute in a way that we've had a very good financial performance, principally from expense management, we're now focusing more and more on revenues and we have a few really good early wins. But I don't want to promise that we can get the same kind of speed of execution on the revenue synergies that we did on expense energy. But it's something we're tracking, we're watching and I'm hopeful that we will. But it’s a lot harder than getting the expense synergy.
Unidentified Analyst:
Understood. That’s helpful. And then one last one for me, as it relates to your mid single-digit guidance on revenue, would it be fair to say you're incorporating the most conservatism on your ratings business versus the other ones, hoping for some color on factors that drive you to lower end versus upper end, given that a lot of the potential changes impacting issuance aren’t really getting factored into your outlook at this stage? Thanks.
Ewout Steenbergen:
Ansh, how you should see our guidance is really middle of the road, it’s neither conservative nor aggressive. That is the philosophy we apply. We think the guidance we have provided for 2017 is strong guidance form all aspects, high growth, margin expansion, EPS growth, excluding the accounting change. So we're in a range of 8.5% to 12%. So we think this is a very strong guidance we have provided. There is no particular conservatism in this, its really considered middle of the road.
Doug Peterson:
And I'll just – just one methodic add, and this is not of intent to point - your view is probably similar to other folks out there. January was a great month, if January was a horrible month, maybe that question would even come in, but we can't concern ourselves with one month out of 12 because we know that once every single year it’s choppy for month-to-month. So we can't be swayed by one particular month, as we think about our annual guidance.
Unidentified Analyst:
That’s helpful. Thank you.
Chip Merritt:
Well, thank everyone for joining the call this morning. As you see we had a very memorable year in 2016. There was a lot of uncertainty in the markets, a lot of change going on with things like the Brexit and US elections, many of those uncertainties continue into 2017, some of the topics we just talked about on issuance trends, tax changes, Dodd-Frank, regulatory changes, et cetera. We have people all over those and gene4rally speaking we've got our entire organization focused on growth and excellence and we are very excited about the prospects of taking this reshaped, very cohesive portfolio of companies forward. We appreciate your interest for all the shareholders on the line, we thank you for being shareholders in the company and we are excited about the prospects, despite some of the uncertainty in the markets and we are very pleased you joined the call this morning. And thank you very much.
Operator:
That concludes this morning’s call. A PDF version of the presenter slides is available now for downloading from investor.spglobal.com. A replay of this call, including the question-and-answer session will be available in about two hours. The replay will be maintained on S&P Global's website for 12 months from today and for one month from today by telephone. On behalf of S&P Global, we thank you for participating and wish you a good day.
Operator:
Good morning, and welcome to S&P Global's Third Quarter 2016 Earnings Conference Call. I'd like to inform you that this call is being recorded for broadcast. All participants are in a listen-only mode. We will open the conference to questions-and-answers after the presentation and instructions will follow at that time. To access the webcast and slides, go to investor.spglobal.com that is investor.spglobal.com and click on the link for the quarterly earnings webcast. [Operator Instructions]. I would now like to introduce Mr. Chip Merritt, Vice President of Investor Relations for S&P Global. Sir, you may begin.
Chip Merritt:
Thank you and good morning. We apologize for the technical difficulties, we'll try this again. Thanks for joining us for S&P Global Earnings Call. Presenting on this morning's call are Doug Peterson, President and CEO; and Rob MacKay, Interim Chief Financial Officer. This morning, we issued a news release for our third quarter 2016 results. If you need a copy of the release and financial schedules, they can be downloaded at investor.spglobal.com. In today's earnings release and during the conference call, we'll provide an adjusted financial information. This information is provided to enable investors to make meaningful comparison of the corporation's operating performance between periods and to view the corporation's business from the same perspective as managements. The earnings release contains Exhibits that reconcile the difference between the non-GAAP measures and the comparable financial measures calculated in accordance with U.S. GAAP. Before we begin, I need to provide certain cautionary remarks about forward-looking statements. Except for historical information, the matters discussed in the teleconference may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including projections, estimates, and description of future events. Any such statements are based on current expectations and current economic conditions and are subject to risk and uncertainties that may cause actual results to differ materially from results anticipated in these forward-looking statements. In this regard, we direct listeners to the cautionary statements contained in our Form 10-Ks, 10-Qs, and other periodic reports filed with the U.S. Securities and Exchange Commission. I would also like to call your attention to European regulation. Any investor who has or expects to obtain ownership of 5% or more of S&P Global should give me a call to better understand the impact of this legislation on the investor and potentially the company. We're aware that we do have some media representatives with us on the call. However, this call is intended for investors. And we would ask that questions from the media be directed to Jason Feuchtwanger at (212) 438-1247. At this time, I would like to turn the call over to Doug Peterson. Doug?
Doug Peterson:
Good morning. Thank you, Chip. Welcome everyone to the call. This morning Rob Mackay, our Interim CFO, has joined us to cover the financial portion of our third quarter results and you will hear from him shortly. But let me begin with the highlights. We completed several business divestitures with the sales of J.D. Power, our two pricing businesses SPSE and CMA, and the equity research business. This leaves us with a more focused interrelated portfolio of market-leading businesses. Two tuck-in acquisitions were added during the quarter, PIRA Energy Group within Platts and Trucost within S&P Dow Jones indices. Several key management additions were announced. We completed the three-year $140 million cost reduction initiative that was announced during our Investor Day in 2014. We demonstrated continued revenue growth and productivity progress which led to an adjusted profit margin improvement of 320 basis points, with every segment delivering organic revenue growth. As a result of our share repurchases, we reduced average diluted shares outstanding by 3% year-over-year. Our bottom-line result was excellent with a 17% increase in adjusted diluted EPS over the third quarter last year. We delivered year-to-date free cash flow of over $1 billion and we increased our 2016 adjusted diluted EPS guidance to a range of $5.15 to $5.25 which Rob will cover shortly. Before we turn to the results, I want to note three new appointees to our management team. Steve Kemps joined us from our Quanta Services as EVP of General Counsel. Martin Fraenkel has been promoted to President, SVP Global Platts. Martin previously led the Global Editorial Team at Platts. And Ewout Steenbergen will join us from Voya Financial as EVP and Chief Financial Officer effective November 14. I'm pleased we avoided any disruptions to our businesses as we put in place an excellent leadership team. Now let's take a closer look at the third quarter results. Reported revenue grew 9% and organic revenue on a constant currency basis increased 8%. In the third quarter ForEx reduced revenue by $5 million yet contributed approximately $8 million to adjusted operating profit and approximately 60 basis points in the adjusted operating profit margin. Most of this benefit was realized in the Platts segment which benefited from a weaker British pound. The company delivered a 320 basis point improvement in adjusted operating profit margin. Together, revenue growth, margin improvement, and share repurchases led to a 17% increase in adjusted diluted EPS of $1.43 per share. In the third quarter, every division recorded organic top-line growth. Profit growth however was most pronounced at ratings and market intelligence with adjusted operating profit margin gains of 330 and 480 basis points respectively. Let me turn to the businesses and I'll start with S&P Global ratings. Despite initial uncertainty from the Brexit vote, third quarter issuance was strong, particularly in non-financial Global Corporate and U.S. public finance markets. This resulted in a 9% increase in revenue with a 1% unfavorable impact from ForEx. Adjusted operating profit increased 17% due to strong revenue growth and cost containment particularly with reduced legal and outside services spending. Adjusted operating margin increased 330 basis points to 51.3%. ForEx had a negligible impact on adjusted operating profit. Non-transaction revenue was unchanged with growth in surveillance fees, offset by lower rating evaluation services fees. Transaction revenue increased 23% as a result of improved contract term, growth in debt issuance, and a 21% increase in bank loan ratings revenue. I also want to note that as we work to re-enter the U.S. conduit/fusion CMBS market there are 13 transactions in the quarter and we re-rated two of them. If we look more closely at the largest markets, third quarter issuance in U.S. was up 7% with investment grade decreasing 3%, high-yield soaring 49%, public finance up 16% and structured finance increasing 11% due to 44% increase in ABS transactions driven especially by credit card ABS. In Europe, issuance increased 14%, with investment grade climbing 42% driven by large M&A transactions, high-yield rising 37%, and structured finance decreasing 46% primarily due to 59% decline in covered bonds. In Asia, issuance more than doubled. However excluding domestic China issuance which we do not rate, Asia issuance increased 64%. Investment grade surged a 166%. However excluding domestic China it increased 67%. Japan was country with the largest increase due to the Bank of Japan's negative interest-rate policy. Finally, structured finance increased 2%. Two weeks ago, S&P Global ratings released its latest global issuance forecast. In the three months since the Brexit vote, debt markets have reacted very positively with unexpected levels of new issuance, especially in the non-financial corporate financial sectors and international public finance sectors. We now expect global issuance to increase 24% in 2016. This compares to the July forecast issued on the heels of the Brexit vote which anticipated a decline of approximately 4%. If we remove sovereign issuance from the forecast however, we anticipate issuance 2016 to increase approximately 10%. Looking ahead to 2017, we expect an overall issuance increase -- we expect an overall increase in global issuance of 5% driven by the ECB extending its quantitative easing policies longer than currently anticipated and further growth out of China. Excluding sovereign issuance, we anticipate issuance 2017 to increase 3% to 6%. Now let me turn to S&P Global Market Intelligence. In the third quarter, revenue increased 21% primarily due to the addition of SNL. Excluding SNL organic revenue growth was 7%. Adjusted operating profit increased 43% and the adjusted operating margin advanced 480 basis points to 31.4%. This improvement was due to progress on SNL integration synergies, operating leverage from strong organic revenue growth, and continued efficiency gains. ForEx had a negligible impact on revenue and adjusted operating profit in the quarter. As we have stated before in 2016, successful integration of SNL and delivery of synergies is a top priority for the company. We have made tremendous progress as evidenced in the margin improvement and remain committed to achieving our integration synergy targets and deliver on our expected return on investment in SNL. Let me add a bit more color on third quarter revenue growth and market intelligence. In financial data and analytics, S&P Capital IQ desktop and Enterprise Solutions revenue increased 6% with high-single-digit growth in S&P Capital IQ desktop. In addition, on a comparable basis, which includes revenue prior to our acquisition, SNL revenue increased 12% over the third quarter 2015. SNL and S&P Capital IQ desktop experienced year-over-year user percentage growth in the low-teens and high-single-digits respectively. Risk services revenue increased 10% led by double-digit Ratings Xpress growth. In the smallest category, research and advisory, revenue decreased 8% due to declines in equity research. With the sale of equity research, the only remaining asset in this category is investment advisory. Therefore, in the future, we will report investment advisory as part of financial data and analytics. Now let's turn to S&P Dow Jones indices. Revenue increased 6%, adjusted operating profit increased 1%, and adjusted operating margin declined 320 basis points to 66.2%. This is a sizable decline into third quarter of 2015 benefited from a sharp increase in exchange traded derivative volumes that did not repeat this quarter. I also want to point out that the adjusted margin this quarter is comparable to the 66% figure we reported last quarter. During the third quarter, revenue increased primarily due to mutual fund and ETF licensees and steady data license growth. Operating costs increased to support revenue growth and business initiatives as well as increased costs for purchase data. One notable example is connectivity expenses as we recently started up a third data center to provide additional backup capabilities. Often on our earnings call, I say new products that we have launched. Last quarter, I highlighted the launch of the JPX/S&P CAPEX & Human Capital Index in Japan. The new ETF that was launched based on this index has turned out to be one of the fastest growing new ETF this year. It already has over $700 million in AUM. Asset like linked fee revenue increased 10% during the quarter. The exchange traded products industry recorded massive inflows of $126 billion in the third quarter almost tripled the inflows in the second quarter. Of the $126 billion of industry inflows, $58 billion went into the U.S. equity products with S&P Dow Jones indices capturing about 60% of those inflows. Average ETF AUM associated with our indices increased 15% year-over-year with inflows of 10% and the remainder from market appreciation. The quarter ending ETF AUM associated with our indices reached a new record of $914 billion. Transaction revenue from exchange traded derivatives decreased primarily due to a 14% decrease in average daily volume of products based on our indices. The E-mini S&P 500 Futures, CBOE Volatility Index options and futures VIX, and CME Equity complex contracts all decreased 10% to 25% compared to the volatile third quarter of 2015. Subscription revenue, which consists primarily of data subscriptions and custom indices increased due to growth in data subscription revenue and the timing of subscription revenue. During the quarter, the company launched 161 new indices and our partners launched 11 new ETF based on our indices. Now on to the S&P Global Platt segment, which included J.D. Power results for July and August. Because this quarter has one less month of J.D. Power revenue than the third quarter of 2015, segment revenue declined 8%. Segment organic revenue though increased 4%, adjusted operating profit increased 4% reflecting one less month of J.D. Power, and adjusted operating margin increased 170 basis points to 40.9%. Organic revenue increased 4% due to growth in subscriptions, partially offset by decline in global trading services. The core subscription business delivered mid-single-digit revenue growth led by the petroleum sector. The global trading services double-digit revenue decrease is primarily due to the timing of license fees. Gas and power revenue was flat with modest gains in subscriptions offset by lower GTS service revenue. Metals, agriculture, and petrochemicals revenue declined low-single-digits, primarily due to lower revenue from SGX's listed TSI iron ore contract. We continue to expect modest growth in the remainder of 2016 as many customers continue to face pressure from low oil prices. On the business development front, we are building a world-class capability in energy, supply, and demand information. The acquisition of PIRA Energy Group, and the added capabilities of Commodity Flow and RigData, which we acquired earlier this year. PIRA is a leader in the worldwide energy market analysis and a great complement to our existing benchmarks. PIRA offers research and analysis in oil, gas, power, natural gas liquids, biofuel, coal, environmental, and agricultural markets. They also provide data tools to help customers analyze prices, supply, demand, trade flows, product balances and refining activities. And I'm pleased that Executive Chairman and Founder of PIRA, Dr. Gary Ross has joined our team and is already generating new product ideas. In addition, Platts worked with CME to launch a new futures contract, Alumina FOB Australia futures will be a 100 metric ton contract will be financially settled each month against a daily price index published for Alumina FOB Australia by S&P Global Platt. Alumina is aluminum oxide, a white granular material a little finer than table salt is transformed into aluminum metal in the smelting process. This new futures contract is an addition to the three existing CME aluminum futures contracts based on Platt benchmarks. And finally, Brazil CETIP Latin America's largest depository of private fixed income securities in Brazil's largest private-asset clearinghouse is going to make Platt's benchmark price assessments available with settlement mechanisms for the development of domestic derivative contracts. Historically, Brazil's only hedging tools tend to be similar, but not necessarily matching commodity indices or they were international rather than domestic contracts. Investors are increasingly seeking new insights into environmental, social, and governance factors, and both our index and ratings businesses are taking action to address these need. First our S&P Dow Jones indices acquired Trucost. Trucost has become a leading brand in ESG information sector. They provide the gold standard carbon and natural capital investment metrics that financial institutions need to assess the risks and opportunities presented by climate change and capitalize on the transition to a low-carbon resource efficient economy. The complementary nature of our two businesses, allow us to combine Trucost, industry leading environmental impact data, with our world-class benchmarking capabilities develop new ESG solutions. Second, Ratings is developing a Green Bond Evaluation tool to provide an analysis and estimate of the environmental impact of projects financed by bond proceeds. Our proposed approach would address mitigation such as reducing negative environmental impact and adaptation to look at resiliency to the impact of climate change. The output of the Green Bond Evaluation would include scores from the categories listed here amalgamated into an overall financial green -- final Green Bond Evaluation. I'm encouraged by the innovative thinking underway in the company to help tackle increased ESG needs of investors. Before I conclude, I need to point out a reporting change. Beginning in the fourth quarter we will report our results under three segments
Rob MacKay:
Thank you, Doug, and good morning to everybody on the call. This morning, I will recap key financial results, discuss the impact from adjustments to earnings, then I'll update you on the balance sheet, free cash flow, and return of capital. Next I will discuss the completion of our $140 million productivity program. The financial impact of our recent divestitures and update our 2016 guidance. Before wrapping up, I will explain the new segment reporting that will be effective beginning in the fourth quarter and the data we will provide. Let's start with the consolidated third quarter income statement. There are just a couple of items, I want to highlight. As you've just heard from Doug, all of our segments delivered top-line organic growth. Collectively that led to an increase in reported revenue of 9% with organic growth on a constant currency basis of 8%. The difference is largely due to the SNL acquisition. Foreign exchange rates reduced revenue by $5 million and had a favorable impact of $8 million on operating profit. Adjusted operating margin increased 320 basis points. Approximately 60 basis points was due to ForEx, the balance was primarily due to outstanding top-line growth and margin improvement at S&P Global Ratings and S&P Global Market Intelligence. The adjusted tax rate in the third quarter was 31.3%, an increase of 220 basis points over the third quarter of 2015 due to one-time benefits recorded in the prior period. Share repurchases over the past year have resulted in a 3% decline in average diluted shares outstanding. Taken together, top-line growth, margin improvement, and share count reduction combined to deliver a 17% increase in adjusted diluted earnings per share. Now let me turn to adjustments to earnings to help you better assess the underlying performance of the business. Pre-tax adjustments to earnings totaled to a gain of $732 million in the quarter. The largest item is a gain on the sale of J.D. Power. The next item is a net gain from insurance proceed recoveries. And the last item includes net acquisition and disposition related costs, primarily related to the sale of our SPSE and CMA pricing businesses to ICE and J.D. Power to the XIO Group. And as we discussed earlier this year, our adjusted results now exclude deal-related amortization, which totaled $23 million during the quarter. All adjustments are detailed on Exhibit 5 of today's earnings release. Now let's turn to the balance sheet. At the end of the quarter, we had $2.4 billion of cash and cash equivalents of which approximately $1.6 billion was held outside of the United States. We also had $3.6 billion of long-term debt and $400 million of short-term debt. The short-term debt is the value of the 2017 notes that were redeemed in October. One other item that I want to point out is that the cash proceeds from the sale of J.D. Power were reported in the quarter. However, the tax on the gain will not be paid until later in the fourth quarter. Free cash flow during the first nine months was approximately $1 billion. However to get a better sense of our underlying cash generation from operations, it is important to exclude the after-tax impact of legal and regulatory settlements and related insurance recoveries. On that basis, free cash flow from the first nine months was approximately $1.1 billion. Now I'll review our return of capital. During the quarter the company initiated a $750 million accelerated share repurchase plan. This resulted in the repurchase of 5.3 million shares during the quarter. However, the final share count reduction will not be determined until the ASR is completed. In addition, the company paid a dividend of $95 million during the quarter. Year-to-date the company has returned $1.4 billion to shareholders through share repurchases and dividends. In March of 2014, we initiated a productivity target of greater than $100 million in cost reduction initiatives during 2014 to 2016. We subsequently increased the target to $140 million. Today we are pleased to announce the successful completion of this program. We delivered slightly more than $140 million in savings. You look at the chart on the right; you can see that our adjusted operating margin has increased by 900 basis points since 2013. The successful achievement of this $140 million productivity target was a key contributor to this improvement. While we are pleased with our recent divestitures; we want to make sure all of you understand the loss of revenue and profitability associated with these transactions. J.D. Power, SPSE and CMA pricing businesses, and equity research combines to generate $310 million of revenue, $108 million of pro forma adjusted EBITDA, and approximately $0.25 of pro forma adjusted diluted EPS to our 2016 results before they were sold. This equates to approximately $100 million of revenue and $0.08 of adjusted diluted EPS that will be forgone each quarter. The recently announced ASR should help offset some of this dilution. We estimate that the ASR will increase diluted adjusted earnings per share by about $0.10 over the next year. We hope these figures will help you with your modeling of our future results. Based upon our strong results year-to-date and the expectation that debt issuance remained strong for the remainder of the year, we are increasing our adjusted EPS guidance to a range of $5.15 to $5.25. We've also made changes to other components of guidance as follows
Chip Merritt:
Thanks, Rob. Just a couple instructions for our phone participants. [Operator Instructions]. I would kindly ask you to limit yourself to two questions that's two questions per call, in order to allow time for other callers during today's Q&A session. [Operator Instructions]. Operator, we'll now take our first question.
Operator:
Thank you. First question comes from Ashley Michael Rao from Credit Suisse. You may now ask your question.
Ashley Michael Rao:
Good morning. First question is when you think about the integration of the consolidation of segments of Platts into Market Intelligence and you consider recent divestitures, does this change to mid 30% margin target discussed on the last call for that segment?
Doug Peterson:
Yes, good morning. Thanks, Ashley. So as we were looking at the sale of J.D. Power and then how we were going to manage the company, it was clear that one of the largest opportunities for the Platts business is in the data and analytics space where we've made recent acquisitions and see a lot of opportunity for growth in that area. So by putting these businesses working together between Market Intelligence and having them both report to Mike Chinn, we feel there is opportunities for us there. We do, we will send out further information in the next couple of weeks about how these -- how this segment is going to look when we put these businesses together, but we will be targeting blended margin that's in the high 30s range.
Ashley Michael Rao:
Okay. Thanks for that. And then as you continue to shape the company's portfolio and also execute on it as an integration, can you just talk about the types of assets you find attractive on the M&A front. Should we just expect more tuck-ins in ESG or in energy and just also some thoughts on how you're thinking about using M&A as a tool to drive growth in the fixed income indexing arena today?
Doug Peterson:
Well you should consider that we have a disciplined approach to our capital allocation, which starts with investing in our businesses in organic growth. We are obviously going through our year-end review and our 2017 to 2018 strategic planning process where we're evaluating ways that we can invest in the business. So investing in organic growth, which could be expansion of regional areas of new products, of technology investments, et cetera is very important for us. Following that obviously would be ways that we can accelerate growth or expand into new regions or new capabilities through M&A. Then obviously finally come our approach to dividends and share repurchase. But when it comes to your question around M&A, we would be looking at many ideas and many options coming in, tuck-ins could be attractive for us, but it's something that we would do business by business, opportunity by opportunity, look at them separately as they arise. We have seen, as you know, tuck-in acquisitions have been a way for us to grow our portfolio of products in Platts. It's given us opportunities with different areas and services in Market Intelligence. Last quarter we had purchased a very small rating agency in Thailand S&P Global Ratings area. So we would continue to look selectively at areas but they need to -- we need to ensure that they also meet our parameters for growth and return.
Operator:
Thank you. The next question comes from Manav Patnaik from Barclays. You may now ask your question.
Manav Patnaik:
Yes, hi good morning gentlemen. So the decision to roll Platts into Market Intelligence I think that makes sense. I guess what I'm curious about is I think when we have asked this question over the last couple of months it seems like the answer was there would be more work done over the next couple of years. So I was just curious if there was any change there were you guys being conservative or is this just -- just tuck-in Platts away into that division?
Doug Peterson:
Manav, can you clarify the question, what do you mean by more work being done, I'm not sure what the question is about?
Manav Patnaik:
Has been what changed? Because I guess my understanding was based on your response that, yes, it could be an opportunity but it would be like two to three years down the road but it sounds like as things are changing much quicker than that.
Rob MacKay:
Are you talking about the opportunity for SNL and Platts to work together?
Manav Patnaik:
Yes, correct.
Doug Peterson:
Okay, thanks. I didn't understand that. Yes, so when we look at areas that we have the largest opportunities in this company, we try to find areas where there are still large needs in the markets or areas that are unfulfilled and there is we see that the customers have made an avalanche of data, they need to make somehow they can make decisions around it. One of the areas that is a very fragmented business and there is high growth that relates to data and analytics are on the energy markets and SNL has a small energy business and Platts obviously is a very large energy business and we wanted to accelerate the integration of those two businesses. But more importantly take advantage of the expertise that we have in the Market Intelligence data machine and how they can work together with platform building out that data analytics business. So this was not something that I really felt we should wait. I felt that wasn't something we should wait for a couple of years for that we needed to move now but opportunities are going to start cropping up and we wanted to be positioned to take advantage of it as quickly as possible.
Rob MacKay:
But clearly it took second place after the initial integration. So the number one priority for 2016 was getting SNL and Market Intelligence integration. And so this is, if you will kind of step two but perhaps it's done quicker than you might have thought.
Manav Patnaik:
Okay. All right. And then may be just asking the ratings business, your subscription growth was flat. Just some color there, I know you had some constant valuation services comps may be but curious on how we should think about modeling that piece of the business?
Doug Peterson:
Yes, that was one of the areas that we had a little bit of a flat growth. It was on the subscription side. Rating evaluation service was not growing during the quarter that was -- that was one of the areas in addition to the how we're managing the business now looking at the way that we manage our contracts. So non-transaction business was flat at $343 million during the quarter. It usually grows around 3% to 4% over time but as you can see, it was offset by transaction revenue growth of $55 million from $244 million to $299 million. So there was a very robust growth in the transaction side. But we do continue to value highly this non-transaction side but the main factor was related to lower rating evaluation services fees.
Manav Patnaik:
Okay, got it. Thanks for the color and congrats on the solid quarter.
Doug Peterson:
Thank you.
Rob Mackay:
Thanks, Manav.
Operator:
Thank you. The next question comes from Toni Kaplan from Morgan Stanley. Your line is now open.
Toni Kaplan:
I wanted to ask about the Index business. Doug, I think you mentioned increased cost of purchasing data there. Is that exchange data or data from other providers and basically, how much of an impact does this have and are you expecting this trend to continue?
Doug Peterson:
It was -- it was a very minor repurchase of data, the external data, it was one of the very small factors. But the main factor which drove the drop in the margin was the lower volumes of exchange traded derivatives on the CPOE and with CME the VIX and S&P 500 E-mini that was where the main factor was that drove the margin difference. We also put in place a third data, a backup center for to run our data center. So there was a small investment in data and operations that we think provides us with a more stable market approach. We want to get that redundancy in how we run our operations. So it's really a combination of a couple of things that rose, expenses rose, but these were kind of step functions none of these are going to have -- the cost isn't something it's going to be increasing going forward, it was a one-time approach.
Toni Kaplan:
Okay, terrific. And then just on thinking about index gross in general, it sort of stepped down a little bit from low-double-digits in a number of years past to now mid-single. It could be a mix shift I know especially, just related to what you just mentioned in terms of these derivatives. But just trying to think about longer-term, how you think about the growth in the index business, can you sort of get back to a double-digit range there and what would be sort of the primary drivers that we should be thinking about in terms of long-term index growth?
Doug Peterson:
Yes. So there is obviously a few components to the revenue. One of them we just mentioned has been very strong in the last few quarters here and which is the volatility aspect of our revenue, which relates to the exchange traded derivative trading volume that goes through. So there is that aspect to it. There is another aspect is, which is the core businesses that relate to AUM growth and AUM growth, which could be a combination of the fees that we get for the actual underlying components of a fund or an ETF or the actual growth in AUMs over time. So that's, that's a very important factor for us. And then we have our data feeds and data business. Generally, we're seeing growth in all of those. I think that the drop of the exchange traded derivative income is what impacted this quarter and also had very positively impacted the third quarter last year. So that's a little bit about that, about the -- that what you see there in the difference between last year and this year. But let me just give you a couple of data points about the growth in the AUM. So if I go way back I go back almost five, six years ago. If you go back into the end of 2013 there was a -- the overall AUMs was only $585 billion. It's now $914 billion as of the end of this quarter. And through that time there's been a combination of factors that have driven that growth. One is the increase in market value. So as the market themselves and the indices themselves go up that is a positive for our revenue. And the other is flows into the funds and you saw that last week in The Wall Street Journal, there was a series, the entire week about the shifting needs of investors and the changes in the investment management industry, which have been benefiting -- have been benefiting firms like ours that are in the passive index field. So we're not giving you any specific projections today. We will provide guidance for 2017 at our next earnings call, but we do continue to see the trend for this industry to be very positive.
Operator:
Thank you. The next question comes from Alex Kramm from UBS. Your line is now open.
Alex Kramm:
Yes hi good morning everyone. Just wanted to get back to the guidance, which I believe nobody has asked about but when I look at the mid-point here at 112 for the quarter, it doesn't really flip with the lot of the things that you've said, for example, you would expect the debt issuance environment to remain good. I know you also gave some of the impact from the businesses that you're divesting but I think it's like $0.04, $0.05 may be. So you're still arriving at a EPS for the fourth quarter that's basically below around the first quarter, which I think we all would agree it was a pretty tough environment. So can you flush this out a little bit more? What am I missing here? Why you're just being very conservative and so sorry, one more thing, you have raised your guidance like $0.05 each quarter, is there any sort of technicalities in how you approach guidance or what's going on there? Thanks. Sorry for the long question.
Doug Peterson:
I'm going to start and then hand it over to Rob. From the point of view of the factors you actually gave most of the factors which were included in our calculation or understanding of our guidance, which has to do with what could be a very difficult environment. On the one hand, we've seen a very strong third quarter in issuance. It was almost unprecedented the strength that we saw after the Brexit. And we do project based off of the M&A pipeline and what we see for being some pull forward of issuance. And what we see looking at the investment banking calendar and the debt capital markets of depth of the big banks. We do see a strong issuance in the fourth quarter. On the other hand, as you saw with the Brexit that happened last quarter, this could turn on a dime. You could see there is still lot of volatility, there is still lot of factors, which we are very cautious about, you've got the interest rate discussions in the United States, you still have Brexit, you have the elections in United States, which have been quite volatile. So there is still a lot of factors out there that are impacting our external view and that external view has been driving our approach to where we ended up with guidance, but let me hand it over to Rob.
Rob MacKay:
Alex, your math is similar to ours, where there's about a nickel going away from what you'd expect because of the divestitures, offset by the ASR. But we did take the bottom up $0.10 and the top up $0.05. So we're heading now closer but yes the nickel going away for divestitures and we're cautiously optimistic of what's going to happen in the fourth quarter.
Doug Peterson:
Alex, I will point out one other thing, if you look at the last two years, you can see the first quarter and fourth quarter both in 2014 and 2015 were considerably lower on EPS than our second and third quarters. So it's kind of a consistent pattern that you see each year. I can't guarantee it's going to repeat but at least that we see in the past.
Alex Kramm:
All right, that's helpful, thanks for the color. And then just coming back to the point of the restatements of the combining GMI and Platts, first of all, I think if you ask the investors they would ask -- they would argue that you are now bearing one of the best businesses you have in one of the businesses that people do not give a lot of think there is a lot of quality but maybe you disagree. And I guess that is really my question. If you look at the new combined segment now, how much of the business in terms of revenue or EBITDA, do you think is really businesses that are Platts like and may be have gotten lost before like things that are must have very sticky good pricing power there's things like the CUSIP database ratings reselling versus may be similar things that are more discretionary, easier to cut like the desktop businesses. Thank you.
Doug Peterson:
So this is, this is a question about for us what we looked at was partially your question and then beyond that was what are the needs of customers and where do we see the opportunities for further penetration of data and analytics services with different types of client basis. And then going into the backend behind that, how do you run those to be able to deliver the fastest, the best way, and take advantage of our expertise across the company. So within the segment, obviously you're going to have the must-have products of SNL, you've got the must have products of things like CUSIP, in our risk services area, we have products which have become very important for risk management tools that we see as people are doing CCAR modeling and liquidity planning and living well, so there is an advantage to having all of those types of products together. In addition, then you got the Platts part of the business. So you've got a combination. I don't know the numbers off the top of my head that would be better if we talked about that after we put together the new segment information and we send it out. But there is a lot of must have data in there. And then remember that the traditional Cap IQ and SNL desktops have been growing very well. They're growing in somewhere in the high-single digit level for the Cap IQ desktop and over double-digits for the SNL. So even though they might have some sort of discretionary component to them they're still growing at a very good clip and in many cases substituting for other products which might be similar that are much more expensive.
Operator:
Thank you. The next question comes from Hamzah Mazari from Macquarie. Your line is now open.
Kevin McVeigh:
Okay. Hi, this is Kevin McVeigh stepping in for Hamzah. I have a question for you guys around margin improvement related to the rating business. There's probably some low-hanging fruits behind on the legal cost coming off, but do you guys see any pricing opportunity remaining still?
Doug Peterson:
Well, if we take a look at the margin in ratings in September 2015 it was about 48% and we improved to 51.3% this quarter. Every quarter for the last year we've been -- we've been driving towards improvement. Last quarter, at the end of June, we had a 54.1% margin. As you've heard us say before, our goal was to remove all of the first areas of things like legal expense of ensuring that we had the right approach to managing our business when it came to compliance and control, embedding new technology tools to have more automation. We have a project going on right now called project simplify, which has the benefits of better control, of better workflow, and eventually it will also bring lower cost with it as well, as you have more streamlined operation. So think about our approach towards margin is continuous improvement. We will keep striving to improve our margins. I'm not going to give you a target necessarily today, but we do have a commitment to strive to keep improving our margin and that would come with a combination of better penetration into the markets where sales force through looking at how we can manage our contracts and our mix on pricing as well as discounting policies. And then on the cost side, through projects like simplify and other ways to manage the business more efficiently and more effectively. So you can see over the last few years, we have had a continuous improvement in our margins, and that's a commitment that we still have.
Kevin McVeigh:
All right, thanks for that. One other quick question could you give us an update on where you see the upsides in SNL synergies over, next two-year period. You guys spoken about $100 million number before any sense of that.
Doug Peterson:
Yes, we had given you a number and I believe it was at the beginning of the year, it was may be updated which was originally $70 million. We then increased it to a $100 million with a approach where we gave guidance as said that we get approximately half of the $70 million, which was the cost side during this year. We will update you on that, on how we are against those targets at our next call.
Operator:
Thank you. The next question comes from Vincent Hung from Autonomous. Your line is now open.
Vincent Hung:
Hi, good morning. So on evaluation services fees, sounds like weakness that it due --
Doug Peterson:
Vincent, can you speak a little louder?
Vincent Hung:
Yes, so on the evaluation service fees sounds like most of the weakness that is due to the contract reviews, how much revenue do you usually get from that?
Doug Peterson:
I can't give you -- your question -- can you -- your revenue was how much revenue do we get from where. It can range from 5% to 10% of raised revenue ballpark.
Vincent Hung:
Okay. And on desktop and enterprise and market intelligence looks like the growth has slowed compared to last few quarters, if there anything to highlight there?
Doug Peterson:
No, nothing to highlight there, we continue to see a very good penetration, a good acceptance to the market in that area, so nothing that I'd highlight at this time.
Operator:
Thank you. Our next question comes from Warren Gardiner of Evercore. Your line is now open.
Warren Gardiner:
Great, thanks. I was just wondering if you could give us an update on how you're progressing in terms of regaining some market share in CMBS, kind of feels like that market is starting to pick up a bit. So just wondering how we should kind of expect you guys to participate there?
Doug Peterson:
So during the last quarter, there were 13 CMBS deals of which we were engaged on two of them. So that was a beginning to maybe I could say get our toe in the water. We do continue to rate a large number of the single issuer CMBS transactions. And so we are back engaged in the market, we are engaging with investors and with issuers and continue to be out there showing what we can do. So let's -- let's hope that we keep getting more deals.
Warren Gardiner:
Okay. And then strong growth in SNL I think you guys noted some of that came from -- a lot of that came from new user growth. I mean can you guys just give us some color where that's coming from may be just however you want to kind of slice it may be also how much of that may be came from price increases if any?
Doug Peterson:
What we talked about user growth that is coming directly from users. Some of the uptick is also coming from pricing. As you might know, we have an approach towards pricing which is more of an enterprise model. We have decided to work with the sales force where we've merged the sales forces of the old SNL and the old Cap IQ businesses and what we're doing right now is working on an approach to highlight selectively enterprise-wide pricing for Cap IQ and you seen a little bit of it but we're actually rolling it out and phasing it out in 2017. So up until now, what we've seen continues to be mostly based on our prior approach to sales of the two products that with their own sales forces. But more to come on that and this will be another area we will provide more information on it in the next quarter call.
Warren Gardiner:
Great, understood.
Rob MacKay:
I apologize of creating confusion by talking about the 12% growth in use of the SNL. We're at the Doug's point. We don't charge on a per user basis to SNL. So it's necessarily direct correlation between user growth and revenue growth. But clearly they do charge based on usage and new users is a part of usage so that kind of feeds into that. And also on the early answer I gave on the 5% to 10% of ratings revenue from TRIS closer to 5%.
Operator:
Thank you. Our next question comes from Joseph Foresi of Cantor Fitzgerald. Your line is now open.
Joseph Foresi:
Hi good morning. Sorry if I missed this but any thoughts on renewing of the overall productivity initiatives for the full company and may be what's on -- what's next on the agenda there?
Rob Mackay:
Thanks, Joseph, this is Rob. So we're continuing to really execute against the SNL targets that we set out and just continuous improvement in all of the divisions as we work through our plan. So no overall announcement on a single program, we're just going to continue looking for productivity in each division as well as flawlessly execute the SNL productivity and synergy targets.
Joseph Foresi:
Okay. Do you expect that you may announce something as you go through your five-year plan or is that still, I guess being discussed? I know obviously each individual unit you have done well in increasing the productivity there. But I'm just wondering if there is going to be an overall initiative?
Doug Peterson:
It's possible with our new CFO starting and going to the planning process into next year that's possible.
Joseph Foresi:
Okay. I'm going to sneak one more in here on issuance can we get any early thoughts on the ratings business for next year. I know you talked about issuance expectations for 2017. But just wondering what the underlying economic assumptions are there. Thanks.
Chip Merritt:
Joseph sorry about that, we keep it to two questions per person.
Joseph Foresi:
Okay, no problem.
Chip Merritt:
Thanks.
Operator:
Thank you. Your next question is coming from Craig Huber from Huber Research Partners. Your line is now open.
Craig Huber:
Yes, hi, Doug. First question on the rating side roughly the last year, you've talked about try to move away from some of the contract annual pricing contracts more to transaction based prices. Just want to hear a little bit further about how that's going, how far you think you are into that? How long you think that migration might take here?
Doug Peterson:
What's most important for us is that we are -- we are re-engaging with the market in an approach towards commercial relationships and relationship management that allows us to have individualized discussions with our customers about the most effective way for them to tap the market, it allows us to show the benefits of having a rating. How much you people save by having a rating on their issuance costs and because of that we can have a new dialogue about our contract valuation. So it's hard for me to answer your question in a broad way because net-net, most of our discussions with our customers are one-offs, they're individual. But we are trying to approach the market in a way to get better contract realization overall but it's -- but it's again, it's a relationship management approach professional sales really market by market, customer by customer.
Craig Huber:
Then also just a quick question for 2017 for pricing across the overall portfolio at S&P, should we assume more the same of 3% to 4% on average?
Doug Peterson:
Craig, we never signal future pricing. We're happy to talk what we've done in the past which you're exactly right. Historically, we're kind of down about 3% to 4% across the businesses per year but we never want to signal future pricing.
Operator:
Thank you. The next question is coming from Peter Appert from Piper Jaffray. Your line is now open.
Peter Appert:
Thanks, good morning. So Doug there has been some discussion of fee pressure on the index providers and I'm wondering what you're seeing in terms of any flow through to your business because of that.
Doug Peterson:
Well there we see that this is going to be an important topic in the industry. It's a complicated topic, because most of the pressure, well a lot of pressure is coming at the higher end, full service active management funds that seems to be where lot of pressure is starting and some of that is going into the lower cost mutual funds in ETF providers. One of the things that you saw in the last quarter was that BlackRock cut some of it, its ETF pricing. And that one directly could have a small impact on our business because of the way that our pricing is embedded into those -- into those that fee structure at BlackRock. The flip side is if this leads to higher AUM fees, higher AUM, we could actually benefit from this, if the AUMs go up, and we see much higher volume but this is something that we're watching very carefully. But it is something for the industry to see what will be the evolution of the structure. We believe that our costs generally are very low part of the total cost of managing an ETF or managing a fund. But we are aware that this is an important issue for our customers and we're listening to them and hoping that we can be a part of the solution as they look at how they're going to manage their fee structure.
Rob MacKay:
And Peter the only thing I would like to add is that, it is really nothing new. I mean this kind of pressure on fee structures has been going on for a number of years. Unfortunately the growth in AUM, as Doug said, earlier just 500 billion AUMs over 900 last few years it more than offset that kind of pressure.
Peter Appert:
Understood. And then Doug just quickly on the Platts business growth has slowed a little bit obviously this year for reasons which I think everyone can understand. Do some of these new product initiatives, the acquisitions et cetera potentially got to drive a re-acceleration in the growth next year, even if the oil environment remains challenging?
Doug Peterson:
I don't know for sure if they will be an allowance to really improve our growth dramatically but what we're targeting with the data and analytics business is to find a new source of growth for the business. So think about it in that sense. We think it's an area that it's fragmented. There are a lot of different players out there, we have the right and we have the opportunity to start bringing in new services, new products. So we look at it as a source of growth, we look at it as source of new area which we already have a good grounding in. And you're right to point out that it is a difficult environment in the oil patch. There are prices are down, if you look at some of the major oil industry clients, their revenues are down by 50% over the last few years. And so they, there is obviously pressure coming from the customer side but we're looking at, if you want to think of it in two ways the diversification of our expertise into some other product areas. And also we hope and believe it could be a source of additional growth.
Operator:
Thank you. Our next question is coming from Andre Benjamin from Goldman Sachs. Your line is now open.
Andre Benjamin:
Hi, good morning. Thanks for getting me in here. I guess on Capital IQ, I was just wondering if you can maybe help frame for us how much revenue comes from data fees. I know that's a growing area that some of your competitors have spoken positively about and any push that you're making to specifically grow that stream relative to the desktop business.
Doug Peterson:
Yes. So the data feeds business, we talk about the CapEx you desktop being roughly a $400 million business, but the enterprise feed is another about a $400 million business, a lot of it does same data only sold to uses really their computers, to back offices, someone does wasn't to key in the stock prices at the end of everyday to value the portfolio. So our mainframe feeds their mainframe. So but yes that's been a, it's historically been part of Cap IQ, as we've evolved the name of that segment over time but that's the relative size and it's kind of been a decent grower nothing extraordinary for us over that timeframe.
Andre Benjamin:
Got it. And then as you get SNL fully integrated and that's no longer that the main focus I guess if you look about growing the business going forward, is there any potential that you could look to expand your reaching capabilities beyond the traditional banking and research analysts the use of deep data, I know some of your other competitors are looking do that?
Rob MacKay:
Let me start then Doug, but just about a premise today if you look at Market Intelligence there is 30% of the business or so comes from outside of Wall Street. So we're talking about corporations, we're talking about consulting firms, talking about accounting firms, talking about governments, universities, so good 30% is already outside of Wall Street. I mean you should want to add any, Doug, there?
Doug Peterson:
Yes, I would say that looking at questions slightly from the total business point of view not just SNL Cap IQ the Market Intelligence business. We see that there are -- there is need for more and more Market Intelligence. And as we call it the Central Intelligence for different types of people to make decisions in various ways that require interpretation of market information. So think about all of our businesses that we have now are related to market activities, whether it's fixed income, its equities, its commodities, its loans. We are a business that has the data and the information around market activities and we provide the benchmarks, the pricing, the data tools et cetera. So that's the way we are thinking about our business and we're trying to drive it by going out into the world to see what's changing when it comes to do with our customer needs, with technology, with FinTech, with how we see the regulatory environment is evolving what's actually happening also in growth and political and economic factors, things like the Brexit. And so we take all of those external factors and then, hope that we can interpret them appropriately to grow our business because we're delivering the kinds of products, prices, benchmark data etcetera that's the customers actually need to run their businesses.
Operator:
Thank you. Thank you. The next question comes from Tim McHugh of William Blair. Your line is now open.
Trevor Romeo:
Hi, good morning. This is actually Trevor Romeo in for Tim today. I just have one for you here. Just a follow-up on the high 30s margin target you set for the markets and commodities intelligent segment, the new combined segment. What are some of the incremental changes that you guys will need to make in order to achieve that and do you have a specific timeframe in mind?
Doug Peterson:
What I would like to say is that, take that as our first indication, but give us a couple of weeks to send out the more detailed information about the segments and how they, how it's going to be put together. We will provide more on that and I'd prefer to also discuss this after you've seen that information and then on our next call.
Operator:
Thank you. Our next question is coming from Bill Warmington of Wells Fargo. Your line is now open.
Bill Warmington:
Good morning everyone and congratulations on a solid quarter and welcome to S&P for Rob.
Rob MacKay:
Thank you.
Bill Warmington:
First question for you on the index piece of the business. The big asset owners today typically pay fee to the asset manager that includes the fee for the management but then also fee for the index. And I've heard the talk about potentially unbundling that fee meaning that, if you could choose any index and you might be more likely to choose a lower price index. I just curious if that's a realistic risk or is it a risk to the pricing.
Doug Peterson:
Today we're seeing a lot of different models that have started cropping up in this industry. But one of the areas which we believe helps our business a lot is that we hold the benchmark, most important global benchmarks the S&P 500, the Dow Jones entire complex of the S&P family of funds and family of indices gives us an important, important set of indices, which end up being part of almost any fund complex or investment complex that anybody ever have. So we think that there is kind of a -- because of the size and scale of what we have, we end up being part of that discussion no matter what angle you come from. We wouldn't be surprised though given the combination of the Department of Labor fiduciary ruling that came out and some other industry factors, low interest rates, and the low growth environment is another impact the shifting funds that are going into retirement and pensions, et cetera. We won't be surprised if there is a active dialogue that goes on from the industry about fee structures and things like that and we would like to be an active part of that.
Bill Warmington:
And so for my second question on the Market Intelligence piece. Capital IQ, I think offers a pretty strong lower priced alternative versus Factset and Bloomberg. And over the past few months, we've been hearing a lot of discussion about cost sensitivity or increased cost sensitivity on the buy side to sell side and just overall Corporate America and I'm just curious if that value proposition is part of what's driving the strong growth within Capital IQ desktops?
Doug Peterson:
Partially we have great respect for Factset and Bloomberg. They're great companies and they deliver high value themselves but we also compete with them sometimes head-to-head and sometimes there is substitute product that many times we're delivering to customers that don't even need or even have a Bloomberg or Factset. So there is a different sorts of customers that we delivered to and what our approach is to show the value of being able to harness the power of so much data and so much analytics in one desktop especially for people that don't need the trading capabilities, it's people that are analysts, risk managers, bankers, investment bankers, regulators, academics, et cetera that need the power of the data, don't necessarily need the instantaneous low latency information that might come with some of the other platforms but that's the way we sell it.
Doug Peterson:
So first of all, let me make a couple of closing remarks. I want to thank Rob McKay for having been an absolutely fabulous partners as Interim CFO. He is our Controller, so he doesn't get off the hook, he still has to hang around and sign off on the book. And we're looking forward to welcoming Ewout Steenbergen to our Company in about a week and half and we're pleased that we were able to speak with all of you today. If you have further questions, please follow-up with Chip and we will provide more of some of the answers, which you asked. We will be able to answer, when we issue our information about the new segment and then we look forward to speaking with you again on our next earnings call. Thank you very much.
Operator:
That concludes this morning's call. A PDF version of the presenter's slides is available now for downloading from investors.spglobal.com. A replay of this call, including the Q&A session will be available in about two hours. The replay will be maintained on S&P Global's website for 12 months from today and for one month from today by telephone. On behalf of S&P Global, we thank you for participating and wish you a good day.
Operator:
Good morning, and welcome to S&P Global's Second Quarter 2016 Earnings Conference Call. I'd like to inform you that this call is being recorded for broadcast. All participants are in a listen-only mode. We will open the conference to questions-and-answers after the presentation and instructions will follow at that time. To access the webcast and slides, go to investor.spglobal.com i.e. investor.spglobal.com and click on the link for the quarterly earnings webcast. [Operator Instructions] I would now like to introduce Mr. Chip Merritt, Vice President of Investor Relations in S&P Global. Sir, you may begin.
Robert Merritt:
Thank you. Good morning and thanks for joining us for S&P Global Earnings Call. Presenting on this morning's call are Doug Peterson, President and CEO; and Jack Callahan, Chief Financial Officer. This morning we issued a news release with our second quarter 2016 results. If you need a copy of this release and financial schedules, they can be downloaded at investor.spglobal.com. In today's earnings release and during the conference call, we'll provide an adjusted financial information. This information is provided to enable investors to make meaningful comparison of the corporation's operating performance between periods and to view the corporation's business from the same perspective as managements. The earnings release contains exhibits that reconcile the difference between the non-GAAP measure and the comparable financial measures calculated in accordance with U.S. GAAP. Before we begin, I need to provide certain cautionary remarks about forward-looking statements. Except for historical information, the matters discussed in the teleconference may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including projections, estimates, and descriptions of future events. Any such statements are based on current expectation and current economic conditions, and are subject to risk and uncertainties that may cause actual results to differ materially from results anticipated in these forward-looking statements. In this regard, we direct listeners to the cautionary statements contained in our Form 10-Ks, 10-Qs, and other periodic reports filed with the U.S. Securities and Exchange Commission. I would also like to call your attention to a European regulation. Any investor who has or expects to obtain ownership of 5% or more of S&P Global should give me a call to better understand the impact of this legislation on the investor and potentially, the company. We're aware that we do have some media representatives with us on the call; however, this call is intended for investors. And we would ask that questions from the media be directed to Jason Feuchtwanger in our New York office at (212) 438-1247 subsequent to this call. At this time, I would like to turn the call over to Doug Peterson. Doug?
Doug Peterson:
Thank you, Chip. Good morning, everyone, and welcome to the call. This morning Jack and I will review our second quarter results. We're very pleased with the progress the company is making creating growth in a macroeconomic environment has challenged many of our customers. Let me begin with the highlights of the second quarter. Every segment delivered revenue growth, this is a testament to the quality of our products and the creativity and execution of the employee to develop and deliver them. In addition to creating growth, driving performance is a key thing in managing the company and margin improvement is an important yardstick by which our progress is measured. This quarter the company delivered 210 basis points expansion in the adjusted operating profit margin. The top priority for 2016 is the integration of SNL. We continue to make progress on SNL integrations and synergy targets, and I'll share few examples with you in a few moments. Financial performance was excellent with an increase in adjusted diluted EPS of 17% over the most difficult quarter comparison in 2015. As a result of our share repurchases, we reduced average diluted shares outstanding debt by 3% year-over-year. Last week, we received final regulatory approvals for the sale of J.D. Power. Our year-to-date free cash flow was $513 million, and we increased the adjusted diluted EPS guidance range reflecting strong second quarter results. Before I get to the results in more detail, I want to take a moment to discuss the British exit from the European Union. First and foremost, Brexit has no immediate implications for European operations, it's business as usual for S&P Global. While the media has reported that a number of companies plan on moving operations out of London, we have no such plans. We expect that because of the uncertainty it creates, however, Brexit could hamper issuance, particularly in Europe. So far the impact has been muted but markets never like uncertainty; it will take time to resolve all of the various regulatory changes that companies and markets will face. Our company will seek to work with a relevant UK and EU legal and regulatory authorities to navigate the path forward, a process that will likely take years. S&P Global Ratings has written extensively on the impact that Brexit will have on the markets and our views can be found on the S&P Global Ratings website at the URL listed on this slide. Now, let's take a closer look at the second quarter results. While reported revenue grew 10%, organic revenue on a constant currency basis increased 5%. In most recent quarters, the Company's revenue has been hit by Forex with little impact to operating profit, primarily due to the weak British pound however, this quarter was different. In the second quarter Forex had a negligible impact on the revenue, yet contributed approximately three percentage points to adjusted operating profit and approximately 100 basis points for the adjusted operating profit margin. Most of this benefit was realized in S&P Global Ratings. So overall, the company delivered 210 basis points of adjusted operating profit margin improvement as a result of forex, S&P Global Ratings margin improvement, and the progress made on SNL integration synergy targets. Together revenue growth, margin improvement and share repurchases combined led to 17% increase in adjusted diluted EPS. In the second quarter, every division recorded top line growth and improvement in adjusted operating profit. The two standout performers were S&P Global Ratings and S&P Global Market Intelligence with adjusted operating profit margin gains of 400 basis points and 370 basis points respectively. Now let me turn to the business and I'll start with S&P Global Ratings. During the quarter revenue increased 4% with a negligible impact from Forex. Adjusted operating profit increased 12% and the adjusted operating margin increased 400 basis points to 54.1%. Improved market conditions after a weak 2016 start resulted in a modest year-over-year issuance increase. For the first time in six quarters, international revenue outperformed domestic. Forex had a favorable impact as 3 percentage points in adjusted operating profit and approximately 150 basis points on the adjusted operating margin, due primarily to the weakness in the British pound. Excluding Forex, adjusted expenses decreased 3 percentage points, mainly due to reduced outside services. Another highlight of the quarter was the purchase of 49% stake in TRIS Rating. This increased commitment to TRIS and an exciting step forward in our longstanding relationship. By working together more closely, we'll be in a better position to serve our customers and investors in Thailand and other Asian markets. Non-transaction revenue increased 3% from growth in surveillance, CRISIL, commercial paper activity and royalties from the services. Transaction revenue increased 5% as a result of improved contract terms, increased bank loan rating, and growth in debt issuance in Asia. If we look more closely at the largest markets, second quarter issuance in U.S. was down 11% with investment grade decreasing 6%, high yield down 9%, public finance up 4%, and structured finance declining 37% with drops in every class. In Europe, investment grade is unchanged, high yield is down 5%, while structured finance increased 4% with strength in RMBS and CLL [ph]. And in Asia, investment grade issuance surged 60% and structured finance increased 20% due to ABS and RMBS. Let's take a further look at issuance. The 3% increase in global issuance break the four quarter streak of year-on-year decline in global issuance that had pressured S&P Global Ratings revenue. During the quarter only Asia reported an increase in issuance with a 55% gain. Excluding domestic Chinese issuance which we don't rate, issuance in Asia still increased 35%. One factor driving this was offshore Chinese issuance. During the quarter investment grade was generally had unlimited access to debt capital markets while spec-grade issuers had very limited access with windows of opportunity that opened for short periods and then were disrupted by external events. Despite the year-over-year declines in the U.S. and Europe, there were periods of extreme strength during the quarter, in fact May set a monthly record for U.S. investment grade issuance. June started out with a very strong issuance but then came to standstill in the week leading upto the Brexit vote. Last week S&P Global Ratings released its latest global issuance forecast. We now expect global issuance to decline 3.8% in 2016. This compares to the April forecast which anticipated decline of approximately 2%. The biggest difference is only corporate and structured issuance which had been lower due to Brexit and international public issuance which is an increase as first half issuance already exceeds all of 2015. Now let S&P Global Market Intelligence. In the second quarter revenue increased 29%, primarily due to addition of SNL. Excluding SNL revenue, organic growth was 8%. Adjusted operating profit increased 48%, and the adjusted operating margin advanced 370 basis points to 28.4%. The adjusted segment operating margin includes the benefit from Forex of approximately 100 basis points. Excluding Forex, this figure is comparable to the first quarter adjusted segment operating margin. We had a favorable impact of 5 percentage points on adjusted operating profit, primarily due to weakness in the Indian rupee and British pound. In 2016, successful integration of SNL is the top priority for the company. We made a substantial investment with the acquisition of SNL, and we recognize that we must achieve our integration synergy targets in order to deliver a return on that investment. We are well on our way to achieving cross-sell synergy targets from 2016. Last quarter we reviewed some of the organizational changes that took place. Today in order to help you get a better sense of our efforts, I'm going to share several examples of integration synergies progressed during the quarter. We reconfigure our risk services scorecard product for analyzing commercial banks to include SNL bank data. We received great feedback and early sales success from the market. We integrated our equity ownership and earnings estimate data onto the SNL platform. We made tremendous progress on these trading SNL sector-specific fundamental data into our Xpressfeed delivery platform. Now in beta testing, SNL content will be available this fall enabling more seamless cross-selling to our existing feed clients. We completed significant design work on our next generation consolidated product platform to encompass mobile, web and excel delivery. Reduced cost by replacing third-party data with internal solutions, we completed our office consolidations in Denver, New York and Singapore with other cities still in the works. We've been making great progress. Let me add a bit more color on second quarter revenue growth in S&P Global Market Intelligence which delivered double-digit user growth in both S&P Capital IQ desktop and SNL. In financial data and analytics, S&P Capital IQ desktop and enterprise solutions revenue increased 8% with high single-digit growth in both products. In addition, SNL revenue reported a 9% increase compared to the second quarter 2015. Prior to our acquisition of SNL however, excluding a purchase accounting deferred revenue adjustment, revenue grew 10%. With that progress that we continue to make integrating SNL into S&P Global Market Intelligence will become increasingly difficult to separate SNL results from the total. Therefore this is likely the last quarter we'll provide separate revenue figures for SNL. With services revenue increased 10% led by double-digit Ratings Xpress growth. In the smallest category, research and advisory, revenue decreased 12% due to declines in equity research services. Now let's turn to S&P Dow Jones Indices; revenue increased 4%, adjusted operating profit increased 4%, and adjusted operating margin improved slightly to 66%. Market volatility has created large swings in AUM from months to months as well as volatility in the number of exchange for a derivative contract traded each month. During the second quarter, revenue increased primarily due to steady data license growth, strength in exchange traded derivative activity due to market volatility, and ETF related revenue is up slightly. If we turn to three types of revenue; transactional revenue from exchange traded derivatives increased primarily to 24% increase in average daily volume of products based on S&P DJI's Indices. In particularly, E-mini S&P 500 Futures, CBOE Volatility Index, VIX, and CME Equity complex contracts, all increased more than 20%. Asset linked fees revenue, mostly from exchange rated funds was up slightly. The exchange credit product industry recorded further $46 billion in the second quarter with fixed income products receiving the largest inflows. Average AUM associated with our indices increased 3% year-over-year with inflows of 7% offset by asset value declines of 4%. The quarter ended on a high note recording an ETF, AUM associated with our indices reaching a new record of $855 billion as U.S. equity markets rebounded. This creates a great starting point for the third quarter. Subscription revenue which consists primarily of data subscriptions and customer indices increased due to continued steady growth in data subscription revenues. During the quarter the Company launched 90 new indices and our partners launched new ETFs based on our indices. We added two in the environment social government space that I'd like to highlight. JPX/S&P CAPEX & Human Capital Index is designed to measure performance of Japanese companies that are proactively and effectively making investments in physical and human capital based on various metrics including the RobecoSAM Human Capital scores. In the S&P ESG Index Series, designed to measure the performance of companies with a rating scale based on an ESG factor score derived from RobecoSAM's annual corporate sustainability assessments. This launch brings together for the first time smart data and sustainability into a global index family that treats environmental social governance of ESG on a standalone performance factors. With the addition of these two indices we now have 130 ESG indices. This quarter we celebrated the 120th anniversary of the Dow Jones Industrial Average launched in 1896 by Charles Dow and Edward Jones. On its first day, May 16, 1896, the Dow closed at 40.94. Today the Dow Jones Industrial Average is the iconic symbol of the U.S. stock markets. Now onto S&P Global Platts which currently includes J.D. Power. Organic revenue increased 4% adjusted for the NADA Used Car Guide, Petromedia, and RigData, acquisitions. Adjusted operating profit increased 7% and adjusted operating margin declined 70 basis points to 38.4%. Platts delivered 7% revenue growth driven by strength in subscriptions in the global trading services. J.D. Power had a decline in organic revenue due to lower consulting revenue in China. With all of the regulatory requirements completed, we continue to expect closing sale of J.D. Power this quarter. Turning to Platts, global trading services led the growth during the quarter with double-digit revenue gains primarily due to the timing of license fees and strong license revenue from the Singapore and ICE Exchanges. The core subscription business delivered mid-single digit revenue growth led by the Petroleum sector with particular strength in Asia. Metals, Agriculture & Petrochemicals revenue grew at high-single digit, primarily due to the strength in Singapore Exchange-listed PSI iron ore contracts and metal market data subscriptions. While rig counts are up since the beginning of May, many of our customers remained under pressure from low oil prices; therefore we continue to expect growth from moderate slightly in the remainder of 2016 as these customers continue to face difficulty. Finally, the CME Group that reduced the new Aluminum A380 Alloy, our futures contract that settles against our price assessment, there has been growing need for North American aluminum alloy risk management tool. This contract will provide market participants with an effective solution for hedging aluminum alloy price risk. On the business development front, we have several new items; a June reacquired RigData, a leading provider of daily information on rig activity for the natural gas and oil markets across North America. We've discussed our desire to add our own supply demand data offerings, and this extends our energy analytic capabilities in North America natural gas with oil offerings. Founded in 1986, RigData provides over 5,500 cost to customers with daily electronic reports on drilling permits, activity and rig locations in United States, Gulf of Mexico and Canada. We launched five domestic oil product assessments in Japan. Platts now assesses prices for important refined oil products for domestic waterborne deliveries in Japan from locations in Tokyo Bay, Chikyo [ph]. These waterborne assessments reflect prices for gasoline gas oil kerosene, low for fuel oil and high fuel oil. These assessments will follow Platts market on closed principal. And finally we launched the LNG U.S. Gulf Coast marker. The natural gas infrastructure that connects the United States, Mexico and Canada is the world's largest and most integrated natural gas market. By 2020, the Americas are expected to be the world's third largest producer of LNG behind Australia and Qatar. This new price reflects the daily export value as LNG traded free onboard from the U.S. Gulf Coast. In summary, all segments delivered revenue growth. Bond issuance recovered from a weak start to the year, margin improvement continues to be a key focus. Integration of SNL remains a top priority for the company's meaningful progress to-date. We expect Brexit to have no immediate implication through the Company. And we are increasing our adjusted diluted EPS guidance by $0.05 to a range of $5.05 to $5.20. Our guidance has been updated to now include dilution from the pending sale of J.D. Power. With that I want to thank you all for joining the call this morning. But before I turn the call over to Jack Callahan, our Chief Financial Officer, I wanted to say a few words about him. As you know, Jack has accepted new position at Yale, not only is he an active Yale Alumni, he grew up at New Haven, Connecticut, so Jack's going home. We're thankful for the time he spent with us after joining the company in November 2010 he is instrumental in engineering the transformation to S&P Global, a faster growing, more focused and profitable company. He also assembled an outstanding organization and we're grateful for all he has done for the company's shareholders. Early next month, Jack will begin his role of Senior Vice President of Operations at Yale. We wish Jack and his family all the best. Rob Mackay, our current Senior Vice President and Corporate Controller, has been named interim CFO as we continue the search process for Jack's replacement. Thank you, Jack, and now I'll turn the call over to you.
John Callahan:
Thanks, Doug, and I appreciate those kind words, and good morning to everyone on the call. This morning, I will recap key financial results. I also want to discuss the impact from adjustments to earnings. Then I'll update you on the balance sheet, free cash flow and return of capital. In wrapping up, I will provide some color on our updated guidance. Let's start with the consolidated second quarter income statement. There are just a couple of items I want to highlight. As you have just heard from Doug, all of our segments delivered top line growth. Collectively, that led to an increase in reported revenue of 10% with organic growth up 5%, the difference is largely due to the SNL acquisition. Our adjusted operating margin increased 210 basis points, approximately 100 basis points was due to Forex. The balance is primarily due to outstanding profit growth and margin improvement at S&P Global Ratings and S&P Global Market Intelligence, both businesses have delivered margin improvements year-to-date. Interest expense was up over $26 million due to our highly successful bond offerings last year, partially in support of the SNL acquisition. This steps up the level of interest expense, will continue to create a difficult year-over-year comparison until the fourth quarter. Share repurchases over the past year have resulted in more than a 3% decline in average diluted shares outstanding. So overall, sustained top line growth, margin improvement and share account reductions delivered a 17% increase in adjusted diluted earnings per share over the most profitable quarter in 2015. Now let me turn to adjustments to earnings to help you better assess the underlying performance of the business. Pre-tax adjustments to earnings totaled to a gain of $22 million in the quarter. The first item is a net gain from insurance recoveries. The second item includes net disposition costs primarily related to the pending sale of J.D. Power to the XIO Group, and our CMA pricing business to ICE. The last item is the restructuring charge in S&P Global Ratings as business continues to focus on sustained productivity. Again, as we discussed last quarter, our adjusted results now exclude deal related amortization of $23 million. All adjustments are detailed on Exhibit 5 of today's earnings release. Now, let's turn to the balance sheet. At the end of the quarter, we had $1.6 billion of cash and cash equivalents, of which approximately 95% was held outside of the United States. We also had $3.5 billion of long-term debt and $309 million of short-term debt in commercial paper and from a draw down on our credit facility. Since the end of the first quarter, we have reduced short-term debt by $163 million. Going forward, our level of short-term debt will likely fluctuate a bit as we periodically tap into the short-term debt market to fund our share repurchase program and meet other corporate needs. Our first half free cash flow was $478 million. However, to get a better sense of our underlying cash generation from operations, it is important to exclude the after-tax impact of legal and regulatory settlements and related insurance recoveries. On that basis, first half free cash flow was $513 million and is on-track to reach our 2016 guidance of approximately $1.3 billion. Now I want to review our return of capital. During the quarter, the company bought approximately 1.4 million shares. These purchases combined with our dividend totaled to approximately $242 million of cash returned to shareholders just in this quarter. Year-to-date, the Company has returned $538 million to shareholders. The volume weighted average price that shares repurchased so far this year is approximately $98. The share repurchases program remains an important component of the Company's overall capital allocation. In addition, we anticipate stepping up share repurchases to help mitigate some of the dilution from the pending sales of J.D. Power subject to market conditions. Now let me provide some additional perspective on our 2016 guidance. There are three items that have been updated. Our previous guidance included the results of J.D. Power for the full year. We now assume that the sale of J.D. Power will be completed during the third quarter and have removed J.D. Power results for the balance of the year. This will have an impact on revenue, and our guidance moves from mid to high single digits to new guidance of mid-single digit growth. Year-to-date margins has benefited by approximately 100 basis points from Forex. Therefore we have increased our adjusted operating profit margin improvement from approximately 50 basis points to a new guidance of approximately 150 basis points. Despite the inherent dilution from removing several months of J.D. Power results, we are increasing our 2016 adjusted diluted earnings per share guidance by $0.05 due to the strong first half results and our outlook for the remainder of the year. The new range is $5.05 to $5.20. We are keeping a wide range as there remains considerable macroeconomic uncertainty that could impact the markets and our customers. So in summary, the second quarter was a strong quarter for the company. Each of our segments is performing well, and we are well positioned to continue to provide the essential benchmarks in data and analytics that our customers require. As Doug mentioned earlier, today is my last earnings conference call. It has been a pleasure and an honor to be the Chief Financial Officer of initially the McGraw Hill Company, the McGraw Hill Financial, and now S&P Global. I want to thank our shareholders and the analyst community for your interest and support as we have transformed the company. And finally, I want to thank you over 20,000 S&P Global associates for your hard work and commitment in building a stronger organization for the future. I wish you all well and I remain optimistic on the continued success of S&P Global going forward. With that, let me turn the call back over to Chip for your questions.
Robert Merritt:
Thanks, Jack, just a couple of instructions for our phone participants. I would kindly ask that you limit yourself to two questions; that's two questions each, in order to allow time for other callers during today's Q&A session. Operator, we'll now take our first question.
Operator:
Thank you. This question comes from Ashish Rao, Credit Suisse. You may now ask your question.
Ashish Rao:
Good morning. I guess first question just on market intelligence. Can you please give us an update on the selling environment, I was particularly curious on how efforts to broaden SNL's geographic presence into Europe? And also how pricing consolidation are going so far as you integrate SNL and Capital IQ?
Doug Peterson:
Thank you and welcome. Welcome to the call, I think this is your first time on our call. And so first of all, the market intelligence business is advancing quite well as you heard from some of the statistics that I provided and some of the examples. Related specifically to your question about selling environment, I'll just be clear that we continue to progress faster on cost synergies than we do on sale synergies. But we are finding some early wins -- we're finding more wins in Asia right now that we are necessarily in Europe. I mean this is where we're able to either sell SNL products into Asia customers who are using the former Cap IQ salesforce. Or we're funding opportunities where we've integrated the services together between Cap IQ and SNL and also delivering them into Asia. The selling environment is mixed as you know, there still are a lot of financial institutions that is one large part of our customer interface that are reducing headcount, they are reducing some of their -- specifically, trading and front office people. On the other hand on the back office and areas like compliance, controlled risk management, and also some more traditional consumer banking and commercial banking activities, there continue to be increase in headcount. So the environment is mixed with some consolidation and shrinking happening, and on the other hand increase in demand for risk management, for other sorts of tool. So we're seeing a mixed market but we are continuing to have a very, very strong sales effort. Our sales team has integrated excellent in a big way that's very well integrated, and they've got a new commercial approach like reaching out to clients in a much more consolidated organized way, and we're starting to see a top line growth coming out of the synergies as well.
Ashish Rao:
Great. And maybe a question for Jack, on the pending sale of the pricing business; so I'm curious if you could give us the EPS contribution this quarter and also any sense of the timeline for the sale?
John Callahan:
In terms of its contribution, it's a couple of pennies per quarter. We're still waiting on the final approvals to close that transaction. Our current assumption is that we've looked for a close towards the end of the year. Our current estimate assumes -- sometime in the fourth quarter, and so we believe the net dilution impact within 2016 is going to be quite minimum.
Ashish Rao:
Okay, thank you. These were my questions. And Jack, I wish you well.
John Callahan:
Thank you.
Operator:
Thank you. Our next question comes from Alex Kramm, UBS. Your line is open.
Alex Kramm:
Good morning, everyone. First of all, let me echo what Doug said, thanks for all the help Jack over the years and obviously all the best for the new endeavors. With that, maybe on the ratings business, I'm not sure how easy this is to enter but as you know, your primary competitor is already reported a few days ago and what certainly stood out as your much awaited growth year-over-year, and particularly on the transactional side. So from what you can tell would be helpful as you could maybe decide for where you might be winning; what businesses you might have done a little bit better or what the mix contributed to that for the outperformance?
Doug Peterson:
This is Doug, thanks for the comments. And to start off with -- as you know, we've been engaging in a commercial approach to running our business with hiring of Krik Hoise [ph] for the last year to lead our commercial activities. We've approached our clients in a way that gives us a broad relationship oriented approach where we're looking at ways to broaden our coverage, including products like loans, ratings, RES etcetera. So we're looking across that as well as looking at our contract terms. One of the areas where we also had very strong in this quarter was in Asia. Just to give you a color on the issuance in Asia, it was up in across the board in every category. In fact, total issuance in Asia this quarter was greater than total issuance in United States if you include sovereign issuers; sovereign issuers are not necessarily an area that there is a lot of profitability on but even so the total issuance in Asia for the first time outgrew the total issuance in the U.S. In the U.S. as you know, the issuance was down overall, in corporate 7%, financial institutions is down, while in Asia the corporates who have 32% and financial institutions were up 84%. So it was a combination of our sales approach, our relationship management approach, more penetration and looking at how we're working on contracts and then very importantly, the volume in Asia.
Alex Kramm:
Great. And then maybe just for Jack on the GMI margin; and hopefully my numbers are correct here but it looks like the margin actually came down a little bit quarter-over-quarter. I think last quarter you had said expect kind of like a flattish for the remainder of the year. I noticed it can be bouncing around but just given that you've taken cost out and I think folks are hoping for that margin to actually go higher. Just maybe some commentary of what do you expect for the remainder of the year and whether maybe it was down a little bit quarter-over-quarter despite the benefit? Thanks.
John Callahan:
I'll only give a little bit more detail as Doug added some comments on it earlier. The primary difference between the first and second quarter is the Forex benefit, there was just relatively more Forex benefit in Q1 than it was in Q2. So there was about two points benefit in Q1 and less than one in this quarter. So once you equalize for that you're pretty much in that same range around 28%. And we're quite pleased with that step versus the year ago and reducing this is an opportunity we can continue to get some steady improvement overtime.
Alex Kramm:
Very good, thanks.
John Callahan:
Thank you.
Operator:
Our next question comes from Manav Patnaik of Barclays. Your line is open.
Manav Patnaik:
Thank you. Good morning, gentlemen, and firstly, congratulations Jack as well as thank you for your help. My first question on the Ratings business, if you could just elaborate on -- I guess you had in your press release and you just mentioned in terms of the commentary around improved contract terms. Can you just help understand if there is -- some of those pricing initiatives you guys have talked about or we've been talking about the last year or so or what basically are you referring with that language?
Doug Peterson:
That language refers to the types of engagements that we have with our customers. We have many, many different pricing approaches across the globe where one of the biggest things you're going to hear from us, from our ratings business over and over this term simplify, we have projects to simplify our workflow, we've been investing in technology simplifier workflow that also brings with a combination of better control, better process management; and then also in many cases lower expenses. So on that side we're having a lot of focus and on the top line we're also looking at ways to simplify our pricing model to revisit our contracts that we've had with customers for very long time that provided relationship pricing that we want to recalibrate to markets so there is much larger issuance. So it's a combination of factors but the top line growth, some of that has been driven by approach to how we look at our pricing and even though we're simplifying it, it has had some benefits and also going up.
Manav Patnaik:
Got it. And then just -- bigger picture, obviously a lot of things are going good for the Company and you've done a lot of tuck-ins here; just thinking about the appetite for M&A going forward, obviously there seemed to be some assets up for sale in the sea side of things in fixed income. So just curious on how we could think about your plans in that area?
Doug Peterson:
I guess what I'd say -- first of all, our number one and number two priorities are; number one is to continue with the integration of SNL, that is something that's critical for us; as you know, we've made a very large investment in that. And even though we've had -- we're off to a great start it doesn't mean we're going to take our eye off the ball on that one. And number two is to smoothly complete the exit of J.D. Power which has been going well but we want to make sure that we complete in a way that's very organized and executed well everything we started. Putting those two aside though, you mentioned tuck-ins there, we continue to look at opportunities, we're not going to shut things out but if we believe that there would be opportunities that might have incremental value to our Company by adding capabilities or products or sales or operations or geographies that might enhance our ability to create value, we might look at those but we're always going to look at those in combination with what the financial returns are and how that looks for the long run. And then also do we have the capacity and management skills and capabilities to absorb and take over those businesses. So we have our eyes open, and you know our normal philosophy about our capital waterfall, and so we do look at things but nothing to report on.
Manav Patnaik:
Okay, thanks a lot.
Operator:
Next question comes from Toni Kaplan, Morgan Stanley. You may ask your question.
Toni Kaplan:
Good morning. You mentioned that SNL grew about 10% in the quarter while I think last year it might have been closer to about 13%. So anything to call out there and are you still looking for low to mid-teens for that business, longer term?
Doug Peterson:
Let me start and see if Jack has anything to add. We're still looking for long term, we have looked at this business, it's a very attractive growth machine for us. We expect that over the long run it's going to be growing in low double-digit range, it's something we're looking for. This last quarter there were combination of factors that potentially growth came down a little bit, again, it has to do with the overall financial institutions market with some of the downsizing that firms had done inside of the organization. And we're looking continue to see how we can drive that growth and the main factor over the last quarter just related to the slowdown in some of the headcount and financial institutions.
Toni Kaplan:
Okay, great. And then in Platts, it looked like revenue grew nicely but margins declined a little bit year-over-year. Is that just a result of mix or what caused that and can you assure money of any initiatives you might have going on in terms of Platts margin extension?
Doug Peterson:
I think the impact on the margins in the quarter was largely driven by more J.D. Power than Platts, it's from some expense timing at J.D. Power. So that was actually a bigger driver than anything really at Platts. And in couple of quarters J.D. Power will be out in numbers and it will be -- we'll have a clear view of the quarter-to-quarter performance in Platts.
Toni Kaplan:
Got it, thanks a lot. Good luck, Jack.
John Callahan:
Thank you.
Operator:
Our next question comes from Craig Huber of Huber Research Partners. You may ask your question.
Craig Huber:
Good morning. Congratulations as well Jack, and thanks for all your help. Let's talk margins if we could on the market intelligence area here. With margins in the very high 20s right now including SNL, when you guys think out long-term here -- I mean do you think it's possible to get these margins inside the high 30s including SNL, long-term, since the market holds together?
Doug Peterson:
Craig, I think from a longer term point of view, from the benchmarking we've done relative to other similar companies, I think I'll be reluctant to put out a target of high 30s. I do think though with growth, with scale, with realization of incremental synergies that has been identified for 2017 and 2018, we do see a path to margin extension but I think from a longer term point of view, we'd more in sort of a mid-30's range versus a high 30s.
Craig Huber:
Okay. And then also on the Ratings business -- you did a great job on Platts again in the first half, down to 5% or so. Despite FX, what's driving that -- in-house sustainable or cost efforts you guys are doing?
Doug Peterson:
Yes, there is a couple of things driving it in addition to FX. One of them is, if you recall about year and a half ago, we had undertaken a couple of programs to rebalance our sales force, as well as rebalance our analytical force globally. We also had some programs where we slowed down some hiring, so some of that's just coming through from straight headcount and straight changes to the way that we are managing the business, so those continue to go through. But one of the major areas, if you recall last year in the first half of the year we had the final resolution of some of the disputes and losses we had the U.S. government in 20 states, as well as some private litigation. There had been some residual expenses related to that and then we also have been engaged in the full blown implementation of the Dodd-Frank rules which kicked-in in June 2015. And in order to implement that we had engaged some outside help from some consultant firms and risk management experts, etcetera. So those are the legal fees related to -- those have tapered off in the second quarter, and then some of those external consulting fees and other advisory fees, those are gone. And so we think that we're approaching a more sustainable level of expenses going forward, although I would point out that with some of our programs we do continue to invest in technology, that's critical for us. And as we simplify the business, we will be investing technology; and here and there we are going to invest in talented people so -- but we do think that some of those extraordinary expenses such as clinge [ph] now clear through.
Craig Huber:
All right, thank you.
Operator:
Our next question comes from Peter Appert, Piper Jaffray. You may ask your question.
Peter Appert:
So keeping on margins in the Platts business for a second, they had tremendous progress here in the last years. So I'm wondering if you're comments Doug are meant to imply that figure, thinking that margins have approached the appropriate level or whether you think there is more upside from here?
Doug Peterson:
The way I think about it is -- there is necessarily an appropriate level. We have a commitment as well as an operating philosophy across the entire company that we're going to always look for continuous improvement and continuous upside. One of the biggest determinants of our margins are going to also be top line growth. That's one of the reasons that we also have a big focus across the entire company and also in ratings on commercial activities which are the things I'd mentioned before on needs they're selling relationship approach to selling deeper penetration, broadening customer product coverage, looking at contracts pricing etcetera. So it is a combination of how well we do on growing the top line that is going to have an impact on it. And if we can have some of that incremental sales drop to the bottom line, taking advantage of our scale. I guess long answer to the question but we continue to be committed to driving growth in our margin through continuous improvement, both from top line activities, as well as finding ways to continue being more efficient on our cost basis.
John Callahan:
I just want to add one thing, that if you think about the second quarter, if you look at last three years or so, the second quarter has been our highest margin quarter for the rating business because of the larger levels of issuance during the quarter. So -- it can't predict the future but we would not expect necessarily to have those kind of margins each quarter in the third and fourth quarter.
Peter Appert:
Understood. And then when you talked earlier Doug, about simplified pricing in the Ratings business, does that suggest more transaction based versus relationship pricing? And therefore higher price utilizations because of that specifically?
Doug Peterson:
What it implies is that we had some of contract have been basically become stale or become quite old and we needed to go back and just look at the level of compensation we had been receiving for the type of activities that we were providing and the benefits we're providing for the issuance. I'd also say that another aspect has to do with how do we look at these long-term relationship contracts in the context of the size of issuance that had been undertaken originally when these contracts were put out versus what kind of issuance we see today. So there have been opportunities, this is something that we're going to continue to look at but it's based off of generally speaking, better coverage and better relationship management, those go hand-in-hand.
Peter Appert:
Understood. Thank you.
Operator:
Our next question comes from Tim McHugh of William Blair. You may now ask your question.
Unidentified Analyst:
It's Steven Shulman [ph] for Tim, I appreciate you take my questions. First, I wanted to ask what you're seeing on the CMBS side. Now that you're back in the market, I think you talked last quarter about seeing the strong pipeline of deal, so I was wondering if some of those came through in the quarter and then how the pipeline is looking out, just any detail there.
Doug Peterson:
The CMBS pipeline has actually been quite weak. The CMBS issuance is down over 60% in the second quarter. There were 10 transactions that were completed, we were on one of them and we continued to crawl our way back into that market. The pipeline now -- right now is actually quite weak, it's a trend that started off in the first quarter, I mean the first and second quarters continued in CMBS. So we do -- we have hired and great team, we tooled our approach to the business over the last couple of years, and it's our hope that we get included on more and more deals on the CMBS market overtime. We do continue to rate many of the single borrower transactions but those also have been quite weak during the quarter.
Unidentified Analyst:
That's helpful. And then second, could you talk about the slowdown in Platts growth in the quarter, the growth rate is still solid overall given your pressure in that market but it sounds like core revenue growth decelerated in a little bit. Was there anything specific that led to that slowdown?
Doug Peterson:
I pointed two things. One, compared to Q1 -- Q1 was normally terrific growth quarter for our global trading services. It was up quite considerably in the first quarter, we still had very nice growth in that area, it's only 10% in the mix. But we saw very nice growth in the second quarter but it just wasn't quite stacked [ph] as what we saw in Q1. So it wasn't as accretive as we saw previously. It's still a challenging market out there in terms of the profit -- the profit pressure is not enough on the commodity space. We're still going growth but it may be constant to point or two.
Unidentified Analyst:
Great, thanks.
Operator:
Our next question comes from Bill Warmington of Wells Fargo. Your line is open.
William Warmington:
Good morning, everyone and congratulations to Jack on the new position.
William Warmington:
First question for you to go back to the incremental margins on the Ratings business, with revenue up 24% and the adjusted operating is at 39%. It looks like -- I mean to assume a 100% incremental margin would be about $15 million coming from a cost cut, is that a fair way of looking at that? And Doug, what I want to go on the question is how should we think about the incremental margins on that business going forward and your minimum revenue growth on organic basis to achieve that kind of incremental margin?
John Callahan:
I think that -- I mean, I assume the way you're asking the question is you're looking at more on a sequential basis from first to second quarter?
William Warmington:
Yes.
John Callahan:
I think some of the expense difference between the first and the second, and that general range that you mentioned had to do with the drop off -- what Doug mentioned in terms of some of the outside professional fees that we were paying either to lawyers or more significantly some of the work goes underway and risk the compliance area to ensure that compliance from the Dodd-Frank requirements which we had to do last year. So that money has been spent, we do have that risk and compliance investment now in run rate, so that benefit is from the expenses quarter-to-quarter. On a go forward basis, it's not like we expect minimal revenue, I mean we have to kind of -- to Doug's point, we're trying to be more commercially oriented going forward, we are going to be influenced by what's going on with the issuance trends. I mean I just would say that our forward outlook is not assuming robust activity that we saw clearly here in the second quarter.
Doug Peterson:
Let me just give you a little bit about -- nobody's asked this question yet but since I'm prepared for it, I'll say a couple of factors that are beyond assets related to the overall issuance markets going forward, as you know from what we just gave you, we do see that there is going to be a reduction in the overall issuance for 2016 but if you look forward further, I mean you look at the 2016 -- looking out for to 2020 or so, there are two factors we're looking at. One of them is total debt markets, including bank loans which we don't necessarily rate. The market is large with independent growth by trillions of dollars, in fact it could stand over the next five years to $73 trillion market including a large increase in China. We do think that there is an increase in the combination of refinancing as well as new financing going into that. We are targeting through all of our business in market intelligence, couple of businesses there and then also in rating; more and more penetration of loan markets and through models and things like that. So we look at the size of the markets and how they're growing longer term and just the next quarter. Over the rest of the year though we do think that there is large amount of debt maturing between now and 2021, the issuance -- the maturations over the rest of the year are actually not that strong, that's why we see the full year down about 3.8%. We're concerned about the Brexit, what kind of impact that might have on issuance. U.S. interest rates and global interest rate outlooks have been quite volatile and they're changing all the time. So in the short run we usually expect possible volatility as you've seen, as you track this business; quarterly issuance can go up and down but with a very long run five year view we see some very large numbers, $73 trillion overall corporate debt market which includes bank loans. And then through 2021, $10.3 trillion in debt maturity, that's actually publicly issued debt. So we do see that there is a lot of activity, we're trying to build our business around this and trying to expand it beyond just being a single leading approach to the market, looking at bank loan rating, RES, different types of loan evaluation services, etcetera. So this is a big area for us to focus our strategy going forward.
William Warmington:
If I could on Platts, just wanted to ask what has happened on the client side for us to anniversary the slower growth and see the return to the double-digit growth. Not that I'm complaining about 7% organic in that market, I think that's very strong but just traditionally it's been more into double-digit side. And yet in terms of the timing and whether it's operating expense on the client side or capital expense or rig count or what you think would be the leading indicator of that for us?
Doug Peterson:
I think the leading indicators could be higher oil prices. It's probably -- I'm giving you an unscientific answer but if I were going to look at what are -- what's one of the most important correlations to overall volume as well as activity, it has to do with the price of oil. As you know, as we dropped into a very low oil price certainly this year even though it's recovered somewhat, there were lot of -- people at the industry -- you had a large increase in the falls from bankruptcies in the U.S. in particularly, in different types of oil businesses. So probably getting a higher price of oil would be the largest factor that could bump up growth to the double-digit range if that was still possible. We have still been growing quite steadily in the mid-single, mid to high single digit range despite this because it's still such a demand of information and for our prices embedded in different kinds of contracts but double-digit range would require more than just -- would require lot of work for us but in particular for the price of oil to be a lot higher.
John Callahan:
Bill, I'd add to that. Just keep in mind, we're trying to grow off an ever increasing day, so double-digits of $700 million will be different in double-digits of $0.5 billion. So reality is the business is working hard to extend its product line so we have been investing to expand out the product line beyond the oil, on that note in terms of the business. And we're also looking to do more than just price assessment than we're investing to do more in the area of supply demand analytics. So I think we also -- in the longer term point of view need to kind of build out the product line and increase our offering.
William Warmington:
Excellent. Thank you for the insight and Jack, it's been a great run.
John Callahan:
Thank you.
Operator:
Our next question comes from Andre Benjamin of Goldman Sachs. You may ask your question.
Doug Peterson:
Andre? Operator, I guess he is not there.
Operator:
Next question comes from Joseph Foresi of Cantor Fitzgerald. You may ask your question.
Joseph Foresi:
I was wondering, I think you talked in your remarks about keeping the range wide on the guidance side just to take into account some potential volatility on the macro front. I was wondering, could you just have -- give us some idea of what would put you at the top end of guidance versus the low end at this point?
Doug Peterson:
It's just sort of -- primary driver would be first this level of overall debt issuance because that's probably the first and the second most important driver. There could be a little bit of impact from what goes on with fund flow relative to U.S. equity markets that could impact our indices business. But now we have pretty good revenue visibility outside of debt issuance because so much of our business today is recurring revenue subscription base.
John Callahan:
The only thing I'd add to that is, as you know in our indices business we do have certain, as you know we've changed the way we characterize our revenue. If AUMs continue on a very steady increase that would also be a benefit that revenue tends to drop almost all straight to the bottom line, so that could be another factor that would put us up towards the higher end of the range. And that's as per the funds flow and overall end market level.
Joseph Foresi:
Got it. Okay, and then the Ratings business seems to be a little bit tricky in the sense that you had a very good quarter this quarter but then of course Platts is out there and then you have your annual outlook and then you have the outlook with obviously the debt levels rising there. How do you handle the staffing where the challenges in that business? Do you prepare for a pick up? Do you change staffing levels at all? I'm just wondering how the resourcing of that business is handled with so many different variables that's out there?
Doug Peterson:
We have a resource model that takes everything you just mentioned in terms of our forecasting. We are able to manage the staffing level through attrition if we needed to and we're also able to manage it through our bonus pool, our bonus accruals, if that was something we needed to look at to ensure that we're accruing according to the kind of level of staffing we have, as well as level of activity. So those are two of the most important levers. But we've built a way that we've got some flexibility as well by having analysts that are spread around the globe, they're not all concentrated in London and New York. Despite the Brexit being a concern for us, we do have significant staffing and other European cities including Frankfurt and Paris and Madrid. We also get support from our partner CRISIL in India, they are part of the overall flows, some of the aspect to work for process of crunching numbers etcetera. So we have various variables we use to manage that and that's part of what John Burris Curtis [ph] is doing great job at.
Joseph Foresi:
Thanks. Good luck, Jack.
John Callahan:
Thank you.
Operator:
Our next question comes from Vincent Hung, Autonomous. Your line is now open.
Vincent Hung:
On the improvement in contract service, have you take all the low hanging fruits, whether some left from the second quarter?
Doug Peterson:
This is an interim process that could take a while. There was no low hanging fruit. This is something that's not -- it's very important for us to proceed from a relationship point of view and we hope that there is continues steady penetration of more products, more services to our customers as I mentioned. There is now league table for loan ratings and this is another area that we're trying to do more and more of it. We think also around the globe as most markets are more bank markets as oppose to loan markets. We're trying to penetrate with more services in that area as well. So this is something that we hope we can see continuous improvement in growth on the top line from many, many different factors, it's not just the contract terms.
Vincent Hung:
And do you get much push back from customers on this?
Doug Peterson:
We have good relationships with our customers and as you can imagine anytime when you want to renegotiate contract terms, it's never, it's not always easy.
Vincent Hung:
Okay, thanks.
Operator:
Thank you. We will now take our last question from Warren Gardiner of Evercore ISI. You may state your question.
Warren Gardiner:
I just wanted to -- I was wondering if you guys could just give us a quick update on the fixed income index business? And then also sort of as you look out there, how you're thinking about growing that as you move forward? Thanks.
Doug Peterson:
Yes, that's an area that we've been spending a lot of time on, structurally, as well as strategically. The industry itself is going through a massive amount of change with Barclays having changed hands with I7 bought IDC, with what's happening in Europe with the exchange transaction going on there and the interest of fixed income investments from the world. As well as all of the main asset managers, large globe assets managers looking at so much change in volatility in the shape of the fixed markets, especially with pricing and liquidity concerns creeping in. We think it's an area that it will continue to develop, we think there will be more and more ETF products and target day products, we retirement products, etcetera that are developed over the years. We would like to play in that. We're off to a good start with our dialogue with the asset managers and with ultimate distributors about these types of products and services. We have a core set of indices around the S&P 500, as well as some other fixed income indices. We have $40 billion right now in AUM in the fixed income index space. We are looking at all different ways to grow the business, whether it would be continuing to grow and penetrate with what we already have and what we're developing, as well as looking at the different properties that pop up for sale and whether or not they could be valuable to be added to our portfolio at the price is attractive, as well as if the capabilities are being attractive. So it continues to be an important potential growth area for us. And we do have dedicated resources to seeing how we can grow in this area.
Warren Gardiner:
Great, thanks a lot. Okay, thank you very much everyone. With that let me conclude the call. I'm pleased that we had another strong quarter. The financial performance is excellent, ending up with an EPS growth of 17% and year-to-date cash flow of $530 million, etcetera is all something that we're very pleased that we've been able to achieve. But let me end the call again by thanking Jack Callahan. He has been a great partner and he is heading off to Yale University and they are going to get the benefit of his experience and expertise. So thank you, Jack. We wish you all the best. Thanks everyone.
Operator:
That concludes this morning's call. A PDF version of the presenter's slides is available now for downloading from investor.soglobal.com. A replay of this call, including the Q&A session, will be available in about two hours. The replay will be maintained on S&P Global's website for 12 months from today, and for one month from today by telephone. On behalf of S&P Global, we thank you for participating and wish you a good day.
Operator:
Good morning, and welcome to McGraw Hill Financial's First Quarter 2016 Earnings Conference Call. I'd like to inform you that this call is being recorded for broadcast. All participants are in a listen-only mode and we will open the conference to questions-and-answers after the presentation and instructions will follow at that time. To access the webcast and slides, go to www.mhfi.com. That's MHFI for McGraw Hill Financial Incorporated dot com, and click on the link for the Quarterly Earnings Webcast. I would now like to introduce Mr. Chip Merritt, Vice President of Investor Relations for McGraw Hill Financial. Sir, you may begin.
Robert S. Merritt:
Good morning. Thank you for joining us for the McGraw Hill Financials Earnings Call. Presenting on this morning's call are Doug Peterson, President and CEO, and Jack Callahan, the Chief Financial Officer. This morning we issued a news release with our first quarter 2016 results. If you need a copy of the release and financial schedules, they can be downloaded at www.mhfi.com. In today's earnings release and during the conference call, we'll provide an adjusted financial information. This information is provided to enable investors to make meaningful comparison of the corporation's operating performance between periods and to view the corporation's business from the same perspective as management. The earnings release contains exhibits that reconcile the difference between the non-GAAP measure and the comparable financial measures calculated in accordance with U.S. GAAP. In addition, I want to remind you that we now exclude deal-related amortization from our non-GAAP results. Before we begin, I need to provide certain cautionary remarks about forward-looking statements. Except for historical information, the matters discussed in the teleconference may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including projections, estimates, and descriptions of future events. Any such statements are based on current expectation and current economic conditions, and are subject to risk and uncertainties that may cause actual results to differ materially from results anticipated in these forward-looking statements. In this regard, we direct listeners to the cautionary statements contained in our Form 10-Ks, 10-Qs and other periodic reports filed with the U.S. Securities and Exchange Commission. I would also like to call your attention to a European regulation. Any investor who has or expects to obtain ownership of 5% or more of McGraw Hill Financial should give me a call to better understand the impact of this legislation on the investor and potentially the company. We're aware that we do have some media representatives with us on the call, however, this call is intended for investors. And we would ask that questions from the media be directed to Jason Feuchtwanger in our New York office at (212) 438-1247 subsequent to this call. At this time, I would like to turn the call over to Doug Peterson. Doug?
Doug L. Peterson:
Thank you, Chip. Good morning, everyone, and welcome to the call. This morning Jack and I will review our first quarter results. More broadly, however, want to share the progress made at the company as we increasingly focus on providing essential benchmark data and analytics to the financial and commodity markets. Let me begin with the highlights of the first quarter. The strength of our portfolio was displayed, as we delivered solid EPS growth despite weak global debt issuance. We completed our portfolio refinement with announcements that we have reached definitive agreements to sell J.D. Power for $1.1 billion to XIO Group and Standard & Poor's Securities Evaluations, Inc. and Credit Market Analysis to Intercontinental Exchange. A top priority in 2016 is the integration of SNL. We made tremendous strides with both the integration and the progress on important synergy targets. We delivered a 130 basis point improvement in the company's adjusted operating profit margin. Our share repurchases resulted in a reduction in average diluted shares outstanding of 9 million shares over the past year. And, finally, we are prepared for changing the name of the company to S&P Global tomorrow. This new name better reflects the company's global footprint and premium portfolio. Now, let's take a closer look at the first quarter results. While reported revenue grew 5%, organic revenue on a constant currency basis was unchanged. Weakness in S&P Rating Services revenue was offset by growth in every other business, with particular strength in Platts and SNL. The company delivered 130 basis points of adjusted operating profit margin improvement as the result of the addition of SNL and tremendous progress made toward achieving SNL integration synergy targets. Margin improvement and share repurchases enabled the company to record an 8% increase in adjusted diluted EPS. In the first quarter, every division recorded top line growth and improvement in margins, except for Standard & Poor's Rating Services. What is most notable, however, is the financial improvement in Market Intelligence. Now, let me turn to the individual businesses, and I'll start with Market Intelligence. For division reporting purposes, we have rebranded S&P Capital IQ and SNL as S&P Global Market Intelligence. In the first quarter, revenue increased 27%, primarily due to addition of SNL. Excluding SNL revenue, organic growth was 7%. Adjusted operating profit increased 81%, and the adjusted operating margin advanced 900 basis points to 30.3%. In 2016, successful integration of SNL is the top priority for the company. We made a substantial investment with the acquisition of SNL, and we recognize that we must achieve our integration synergy targets in order to deliver a return on that investment. Our first quarter progress demonstrates our resolve to achieve these important targets. Most of the cost savings in the first quarter were the result of decreased staffing levels. Going forward, we will continue to target additional longer-lead-time synergies. Some of these items will require investment. Let me add a bit more color on first quarter revenue growth in the Market Intelligence business lines. In Financial Data & Analytics, S&P Capital IQ Desktop and enterprise solutions revenue increased 7%, principally through a high-single-digit increase in Desktop revenue. In addition, SNL revenue increased 13% compared to first quarter 2015, prior to our acquisition of SNL. Global Risk Services revenue increased 8%, led by double-digit RatingsXpress growth, which is increasingly used by customers to meet their regulatory reporting needs. In the smallest category, Research & Advisory, revenue decreased 9% due to declines in Equity Research services. Now, let me turn to Standard & Poor's Rating Services. During the quarter, revenue decreased 9%. The forex impact was negligible. Adjusted operating profit decreased 12%, and the adjusted operating margin decreased 160 basis points to 45.6%. The results were driven by a slow start to global issuance in the quarter. While January and February had anemic global issuance, however, market conditions improved late in the quarter, and March had the largest monthly debt issuance in the past year. Adjusted expenses declined 6%, primarily due to lower incentive compensation and legal expenses. Non-transaction revenue in the quarter increased to 3%, or 5% excluding forex, with strength in surveillance fees in CRISIL partially offset by declines in Rating Evaluation Service. Weak transaction revenue was caused by a 14% decline in global issuance, including a 64% decrease in global high-yield issuance, partially offset by mid-teens growth in bank loan ratings. The high-yield market has been particularly volatile with weak transaction volume since the third quarter last year. Let's take a look at issuance. U.S. issuance declined 24%, EMEA declined 10%, and the Americas ex-U.S. declined 27%. Only Asia reported an increase in issuance with an 8% gain. This marks the fourth consecutive quarter of year-on-year declining global issuance. If we look more closely at the largest markets, first quarter issuance in the U.S. was down across the board year-on-year. Investment-grade decreased 13%, high-yield down 61%, public finance was down 9%, and structured finance also declined 40%, with declines in every asset class. In Europe, investment-grade decreased 3%, high-yield was down 68%, while structured finance increased 7% with growth in covered bonds. And in Asia, investment-grade increased 10%, high-yield was down 39%, and structured finance increased 4% due to RMBS and covered bonds. During the quarter, Standard & Poor's Rating Services issued its annual global refinancing study. This yearly study shows debt maturities for the upcoming five years. This chart illustrates data from the 2015 and 2016 studies. The five-year period in the 2016 study shows a $600 billion increase in the total debt maturing versus the 2015 study. We use this study along with other market-based data to forecast and anticipate issuance. Taking a closer look at data from the study reveals an important trend in high-yield maturities. Over the next five years, the level of high-yield debt maturing significantly increases each year, which is a potential source of revenue in the coming years. Yesterday, Standard & Poor's issued their latest global issuance forecast. We still expect overall global issuance in 2016 to finish slightly lower than the level seen in 2015, with a decline of about 2%. Interest rate assumption in the U.S. have been paired back, which should give a boost to speculative-grade issuers, though, through the remainder of the year. However, the decline of the previous three months is expected to weigh down global trends. Turning to S&P Dow Jones Indices, revenue increased 5%. Adjusted operating profit increased 5%, and adjusted operating margin improved slightly to 67.7%. During the quarter, strength in revenue associated with exchange traded derivative activity and data licenses was partially offset by weakness in average ETF, AUM and OTC derivatives. If we turn to the key business drivers, market volatility, particularly early in the quarter, resulted in increased trading activity, the exchange-traded derivative. The average daily volume of exchange-traded derivative product based on S&P Dow Jones Indices increased 29%. Two key products, the E-mini S&P 500 Futures and the CBOE Volatility Index options and futures, known as the VIX, had volume increases of 29% and 43%, respectively. The exchange-traded product industry continues to show strength, recording inflows of $70 billion in the first quarter. Despite AUM based on S&P Dow Jones Indices reaching $828 billion at the quarter end, the highest since year-end 2014, average AUM during the quarter decreased 5% year-over-year. It's a testament to our business model and product scope that with the year-over-year declines in ETF average AUM, increased volatility has generated sufficient trading-related revenue to enable S&P Dow Jones Indices to deliver top line growth. On to Commodities & Commercial markets, organic revenue increased 8% adjusted for the NADA Used Car Guide and Petromedia acquisitions. Adjusted operating profit increased 21% and the adjusted operating margin improved 280 basis points to 42.2%. Strength in Global Trading Services helped Platts deliver revenue growth of 10%. Clearly, the biggest news is the announcement that we've reached a definitive agreement to sell J.D. Power with an expected close in the third quarter. J.D. Power is an iconic brand and Fin O'Neill and his team have built a strong business over the past decade as part of McGraw Hill Financial. We wish Fin and all of the J.D. Power employees continued success. Turning to Platts, Global Trading Services booked double-digit revenue gains, primarily due to the timing of license fees and strong license revenue from the Singapore and ICE exchanges. This license revenue tends to be erratic from quarter-to-quarter based on trading activity. The core subscription business delivered high-single digit revenue growth led by the Petroleum sector which had mid-teens growth due to strength in market data for oil price assessment, shipping data and forward price curve product. Metals, Agriculture & Petrochemicals revenue grew mid-single digit, primarily to strength of the Singapore Exchange-listed TSI Iron Ore contract. Over the course of the year, we anticipate revenue growth will moderate as low oil prices have led to consolidations and restructuring in the oil and energy industry. On the business development front, we have great news. Mexico has entered into an exclusive agreement with Platts to utilize its oil and natural gas price data in the nation's pricing formulas as part of the energy reform policy. Mexico is one of the largest exporters of gas globally. It has vast resources of oil and gas and influences flow patterns not just in North America, but around the world. In closing, the breadth of our portfolio enabled the company to weather weaker – to weather market volatility and still deliver solid results. With the strength of our portfolio, we were off to a good start in 2016 and our adjusted diluted EPS guidance remains unchanged at $5 to $5.15. While we've made progress with the integration of SNL, it remains a top priority for the company with much more to do. The next time I speak with you, we will be named S&P Global with SPGI as our new ticker symbol, that's SPGI. We'll be ringing the opening bell at the New York Stock Exchange on Thursday to mark the occasion. With that, I want to thank you all for joining the call this morning. And now, I'm going to hand it over to Jack Callahan, our Chief Financial Officer.
John F. Callahan:
Thank you, Doug, and good morning to everyone on the call. First, I will recap key financial results. I also want to discuss the impact from adjustments to earnings and outline a reporting change we made to bring greater clarity to the disclosure of our recurring revenue. Then, I will update you on the balance sheet, free cash flow and return of capital. In wrapping up, I will provide some color on our guidance. Let's start with the consolidated first quarter income statement. There are just a couple of items I want to highlight. As you just heard from Doug, we are off to a good start in 2016 despite weak bond issuance, which resulted in a year-on-year revenue decline at S&P Rating Services. The balance of the portfolio, excluding Ratings, delivered strong 18% top line growth, driven by both organic growth and acquisition. Taken in total, reported revenue grew 5%. We have faced several quarters in a row of relatively weak global issuance and, once again, thanks to the strength and breadth of our portfolio, combined with the timely addition of SNL Financial, we were able to sustain top line growth. Our adjusted operating margin increased 130 basis points, led by the outstanding profit growth and margin improvement and Market Intelligence. This division recorded an adjusted margin of 30%, an improvement of nine points versus a year ago. This was driven by strong top line growth, realized cost synergies and the addition of SNL profit. Looking forward, we anticipate Market Intelligence adjusted margins to generally continue in this new range. Adjusted margins across Commodities & Commercial also improved almost three points. Interest expense was up over $24 million due to our highly successful bond offerings last year. This stepped up level of interest expense will continue to create a difficult year-over-year comparison until the fourth quarter. Share repurchases over the past year have resulted in over a 3% decline in average diluted shares outstanding. So overall, sustained top line growth, margin improvement and share count reduction delivered an 8% increase in adjusted diluted earnings per share. Now, let me turn to adjustments to earnings to help you better assess the underlying performance of the business. Pre-tax adjustments to earnings totaled $15 million in the quarter. The first item consisted of a $24 million technology-related, non-cash impairment charge in Market Intelligence. This write-down is based on a change in strategy. The division was working towards sourcing certain data internally. Now, we have secured this data more economically from an outside source and are shutting down our internal capabilities. The second item is the net gain from insurance recoveries and the last item is primarily disposition-related costs incurred to sell J.D. Power. Also, as Chip pointed out earlier in the call, our adjusted results now exclude deal-related amortization. All adjustments are detailed on Exhibit 5 of today's earnings release. In Exhibit 6 of today's press release tables, we have modified the way that we report recurring revenue to provide investors with more granularity in understanding our revenue mix. In the past, we reported ETF and mutual fund assets under management based licensing revenue in S&P Dow Jones Indices as non-subscription revenue. Because of the ongoing nature of this revenue, we are now classifying it as asset-linked fees. Admittedly, there is some volatility in assets under management, but the nature of this revenue stream is not as transaction oriented as bond issuance. With this modified classification, more than 70% of our revenue is largely recurring in nature. Now, let's turn to the balance sheet. At the end of the quarter, we had $1.6 billion of cash and cash equivalents, of which approximately 90% was held outside the United States. We also had $3.5 billion of long-term debt and $472 million of short-term debt in commercial paper and from a draw down on our credit facility. Going forward, our level of short-term debt will fluctuate as we periodically tap into the short-term debt market to fund our share repurchase program and meet other corporate needs. Our first quarter free cash flow was $84 million. However, to get a better sense of our underlying cash generation from operations, it is important to exclude the after tax impact of legal and regulatory settlements in related insurance recoveries. On that basis, first quarter free cash flow was $192 million. As a reminder, the first quarter free cash flow is seasonably weak due to the payment of annual incentives. Now, I want to review our return of capital. During the quarter, the company bought approximately 2.2 million shares for $200 million. These purchases combined with our dividend totaled to approximately $296 million of cash returned to shareholders in the quarter. The share repurchase program remains an important component of the company's overall capital allocation. In addition, we anticipate leveraging share repurchases to help mitigate the dilution from our recently announced asset sales, subject to market conditions. Now, we'll provide some additional perspective on our 2016 guidance. At this time, we are leaving all of our 2016 guidance unchanged, and is summarized on this slide. This guidance continues to include the full year results of J.D. Power, S&P Securities Evaluation and Credit Market Analysis, all of which are pending sale. We will update guidance as necessary once these transactions are closed. While we will likely need to adjust our revenue guidance based on the timing of the divestiture of these assets, we anticipate using cash proceeds and ongoing share repurchase activity to mitigate the earnings per share dilution. So in summary, we are off to a good start in 2016. The strength of our portfolio with its high proportion of recurring revenue, combined with the continued progress on our cost reduction programs positions us well to manage through these volatile market conditions. So with that, let me turn the call back over to Chip for the Q&A session.
Robert S. Merritt:
Thanks, Jack. Just a couple of instructions for our phone participants I would kindly ask that you limit yourself to two questions; that's two questions, in order to allow time for other callers during today's Q&A session. Operator, we'll now take our first question.
Operator:
Thank you. This question comes from Manav Patnaik of Barclays. You may ask your question.
Manav Patnaik:
Thank you. Good morning, gentlemen. First question was just on the sale of the J.D. Power and the S&P Securities Evaluation and so forth. I'm surprised you guys didn't already exclude it. Is there any risk to the closing, or is this just a procedure decision? If you could give us some estimate of how much dilution that is before the buybacks?
John F. Callahan:
First of all, on the first part of your question, Manav – this is Jack, I don't think there's anything unusual about the closing conditions in these transactions. I suspect – I think – I do anticipate that perhaps J.D. Power may close a bit sooner. I would point to the middle or early third quarter. The sale of the pricing businesses maybe a little bit more late in the third, early fourth. That would be the timing that we're currently considering. In terms of the dilution for this year, for J.D. Power, if you assume a mid-year close, the EPS dilution is – it would probably be roughly $0.1. And at this point, I think our assumption we could use ongoing share repurchase activity combined with proceeds from sales to largely mitigate the dilution within the year. And again, I think because the other pricing businesses will be a bit more back-end loaded. I don't think it's going to be a big issue for – at this point in time, in terms of what we see for 2016.
Manav Patnaik:
Okay. Fair enough. And then just on the Ratings business, obviously, March window opened up and we'll see what happens there. But in terms of the expense control, can you talk about some of the initiatives you took this quarter to have that expense decline and what you can do for the rest of the year as well?
Doug L. Peterson:
Let me start with that. First of all, during the quarter, we have continued with programs we've put in place for the last two or three years related to ensuring that we have the right effective approach to managing our expenses, staffing levels, et cetera. So during the quarter, we've continued to invest for the long run in the business. It's very important for us to continue to invest in technology to ensure that we're meeting all of the global regulatory requirements. But we, at the same time, have also been able to ensure that we have the right level of staffing for the level of transactions that are coming out. We have an opportunity to look at our accrual for our bonuses at the end of the year. In addition to that, if you remember last year in the first quarter, we were still in the final negotiations on settlements with the DOJ and the SEC. So we did not have that same level of legal expenses.
Manav Patnaik:
All right. Fair enough. Thanks a lot, guys.
Doug L. Peterson:
Thank you.
Operator:
Thank you. And the next question is from Andre Benjamin from Goldman Sachs. You may ask your question.
Andre Benjamin:
Thank you. Good morning. I was wondering if you can maybe talk a little bit about the selling environment for your Market Intelligence business, whether (26:29)? I know you put up some pretty strong growth for the Desktop business, but just what people are saying about the environment both for buying now and how you're thinking about renewals into next year?
Doug L. Peterson:
Yeah. So, first of all, we've been looking very carefully at the broader set of demands and information requirements from our customers, going out to meet with banks, with buy side, sell side. In addition, digging deeper into different classes of people within those organizations, so portfolio managers, investment bankers, risk managers, CFOs, treasurers, et cetera. We generally see that there's a high demand for data across the financial institutions and increasingly as well as corporates. Corporates also are managing balance sheets and have more and more requirements for data and analytics. There are a lot of different tools which are available, and one of our goals is to ensure that the kinds of products and services that we provide, whether it's our ratings information that goes through our Risk Services business or, more importantly, the S&P Capital IQ and SNL products that are used in many different ways are tied and linked to the needs of the different constituencies that we're working with. So we've been forecasting there's a combination of volume growth that we're continuing to see in a positive sense, as well as pricing and different ways that we can increase our growth. Remember that when we bought SNL, one of the deal theses for us was that we're also going to be able to see more international growth for the SNL product. We're in the very early stages of that. We're seeing some pilots here and there that are starting to pay off, but it's part of our integration plan is to pursue the international aspect of SNL and very early days of that, but that's another component that we're driving for our growth.
Andre Benjamin:
Thanks. And then I would just say from a competitive standpoint, I know that it's always priced a little bit below some of your competitors and you've been looking to close that gap as you enhance the product. Could you maybe talk a little bit about where that initiative stands today and whether you expect that to continue to be a growth driver going forward? Or is it more just the number of desktops itself that should be driving growth?
Doug L. Peterson:
It's a combination of both, the desktops and penetration is very important for us. We want to have a commercial organization that is understanding the needs of our customers and targeting where we can place more services, whether it's desktops or it's overall enterprise-wide services. Pricing is something that obviously we look at across the board to see how we can always get better price realization. But for us it's more important, is to ensure that we have the right customer acceptance, and that's what's driving our growth principally.
Robert S. Merritt:
And just to clarify, there is no goal to close a gap, okay?
Andre Benjamin:
Okay.
Robert S. Merritt:
We want to price our products appropriately.
Andre Benjamin:
Understood. Thank you.
Doug L. Peterson:
Thanks.
Operator:
Thank you. And our next question is from Alex Kramm from UBS. Sir, you may ask your question.
Alex Kramm:
Hey. Good morning, everyone. Just coming back to the Ratings business for a little bit here. One of the things you've been talking about for a little bit, but not today, has been the work you've been doing on the frequent issuer programs. Some of those have been pretty outdated, and I think you're tweaking them a little bit. So just wondering if you could give a little bit more color and numbers around this in particular as we think about the next couple of years? How can that, I guess, repricing kind of add to the top line in that segment in terms of percentages?
Doug L. Peterson:
As I've mentioned on prior calls, the way we think about this is, we want to ensure that we have the appropriate commercial and sales organization in place in Ratings. We have – through the last few years, we've put in place all of the different requirements of Dodd-Frank and the CRA3 in Europe, which means that we've segregated our sales force and our commercial activities. Part of our commercial activities are to understand how we can best price for our customers. We can have yield for our ability to price for them for what they need in the services at the time. We have been looking at our frequent issuer programs. It is potentially a growth area for us, but it's not something that we're giving a lot of details on at this point in time.
Alex Kramm:
All right. Fair enough. And then, I guess moving to Jack, on the buybacks, $200 million this quarter, I mean, certainly bigger number than we saw a year ago, but in the context of a low share price, fairly soft I'd say. And in particular, if you think about J.D. Power and the businesses you sold to ICE and all the free cash flow you generate, I mean, you can easily buy back $1.5 billion, $2 billion this year. So should we expect a big pickup here? Or how are you thinking about the pace of buybacks as we look at the remainder of the year? And was there anything going on that prevented you from buying back, i.e., the J.D. Power sales and things like that?
John F. Callahan:
I think we were pretty in the market in the first quarter. It was a step up relative to the first quarter a year ago. And as we've alluded to in terms of our comments on guidance, it is our current assumption that from what we see right now, we'll largely use the cash proceeds from the asset sales to largely offset any dilution that we anticipate from the sale of what were profitable businesses. So to that end, as we do start to receive or in anticipation of cash received on sales, we do anticipate some pickup in our share repurchase activity, particularly more, I would say, in the back half of the year.
Alex Kramm:
All right. Very good. Thanks.
Doug L. Peterson:
Thank you.
Robert S. Merritt:
Thank you, Alex.
Operator:
Thank you. And our next question is from Joseph Foresi of Cantor Fitzgerald. Sir, your line's now open.
Joseph Foresi:
Hi. Just to go back to the Ratings business for a second. I was wondering, you gave your preliminary thoughts, I think, on the last earnings call about what your outlook for that business would be for 2016. Has that changed at all? I assume no because of guidance. And anything you could share on the margin front from a forecasting perspective would be helpful as well for 2016.
Doug L. Peterson:
Let me give you – start by just a little bit of an outlook. We gave you a quick slide on that in our earnings slides we just gave you. We have looked at the forward approach to what we think 2016 issuance is going to be. When we did our last call, we said that we thought it'd be down about 1% for the year. We've adjusted that now, that it should be down about 2% for the year. In terms of components, industrials, or we want to call them non-financials, should be down about 6% to 10%. Financial services is one of the bright spots. There are a lot of needs for TLAC, or Total Loss-Absorbing Capacity for banks around the globe as well as some different programs, which is attracting financial services issuance. Structured finance is likely to be down 4% to 9%, and public finance in the U.S. is also going to be down 8% to 12%. International public finance will be up a little bit, 3% or 4%. But net-net, we expect that the total year issuance will be down about 2% to 2.3% for the entire year, and that's after a very, very weak first quarter as you know. We've seen in April so far issuance that stayed similar to the March, especially on investment grade. Investment grade has stayed quite strong. Non-investment grade issuance is still fairly weak into the second quarter. Throughout the year, we're going to continue to follow all of the same management disciplines we've talked about in the past, having to do with being – having a very aggressive commercial strategy, managing our costs in a way that are very prudent, while meeting all of our goals and objectives related to investments in technology and more efficiency in our business, as well as meeting all of our risk and compliance standards. As you see, we've kept our guidance at the same level despite having started off with a weak first quarter, because we believe that in addition to what we've seen across all of our businesses that we've got conditions to maintain that same level of guidance.
Joseph Foresi:
Got it. Okay. And then on the Market Intelligence business, obviously, we've seen a slowdown in IPOs and M&As start the year, and particularly capital markets. What portion of that business is exposed to that capital market slow down? And how do you offset or how do you think about the growth trajectory and the margins in that business for 2016 going forward?
John F. Callahan:
I think we've been talking about slowdown in capital markets now for a couple of years. So I don't know if we'd point to anything fundamentally has changed in the overall market environment for Market Intelligence. It is a competitive marketplace out there. But particularly now, as we now have the benefits of bringing together the scale benefits of SNL with our legacy S&P Cap IQ businesses, we think over time we'll have a much more compelling product offering, particularly as we move forward. On the margin question, obviously, we're very, very pleased with the step-up to approximately 30% margins in the business. I think that's generally the new range for the business for 2016. But I would think over the long-term, as we continue to realize synergies, which we are obviously making good progress on, but we continue to have a good number ahead of us, we think that there is some upside to the margin as we go into 2017 and beyond.
Joseph Foresi:
Thank you.
Operator:
Thank you. And our next question is from Warren Gardiner of Evercore. Sir, you may ask your question.
Warren Gardiner:
Great, thanks. Good morning. So you guys mentioned structured products is down, I think, about 41% year-to-date and I think the guide, I think you just said, assumed about 4% to 9% decline for the year. So I was just kind of wondering where you see the most rebound coming from in terms of maybe product – specific to sort of product...
Doug L. Peterson:
Yeah. So...
Warren Gardiner:
...through the balance of the year?
Doug L. Peterson:
Yeah, couple of things. So first of all, there have been – we continue to see very strong covered bond market in Europe and in Asia. There's also what I would call bank originated securitization, which our traditional ABS products, its credit cards, its auto loans, things like that, those continue to be very strong. Banks are all actively managing their balance sheet to have the optimal level of capital. So those types of issuances, bank-specific, have been very, very busy, very important. The areas where we're seeing more, I guess, I'd use the word volatility in issuance, which means it's going up and down, is in traditional RMBS, which has been quite weak, as well as CMBS. We do see a robust pipeline of CMBS deals right now, but we didn't see that three weeks ago, six weeks ago and 12 weeks ago. So the CMBS market is a little bit more volatile, it's one of the swing factors. There has been some tightening of the spreads on CMBS deals in the United States over last couple of weeks. And we do think that we're seeing, because of that, we're getting a stronger pipeline. Anyway, so just to give you a view again, bank issuance, covered bonds, bank oriented securitizations, should be stronger, more steady, and then things like RMBS, CMBS around the globe, we're seeing more volatility in that. But we expect towards – our expectations on this forecast also take into account refinancing. And there are certain refinancing of securitizations as well, that are coming in through the second half of the year that we think will also come to the market.
John F. Callahan:
We just updated our forecast which released yesterday, I mean, Chip, maybe after this call you can make the new forecast available so people can see on which our assumptions were based.
Robert S. Merritt:
And subscribers of Ratings Direct would already have it.
Warren Gardiner:
I've got to sign up then. Okay. So I guess just one more question there. So I guess you guys touched on it a little bit, but it hasn't quite been a year yet, but obviously when you announced the SNL deal, you highlighted Europe and Asia as kind of key areas, potential upside, or for revenue synergies. So I was wondering if you guys could just dig into that a little bit more and give us an update on some of the progress you've seen there so far?
Doug L. Peterson:
I don't have any detailed numbers on that. What I'd tell you is that it's been – September is when we closed the transaction. So it's not quite a year yet. We have a very robust integration program which has 10 work streams. Those work streams include the classic areas you'd imagine, things like technology and ensuring that we have the right computer systems in place, et cetera. And there's a work stream on commercial opportunities where we have pilots across the globe. The team under Mike Chinn have done a fantastic job of identifying an optimal sales force, taking into account people from both of the businesses that know the markets really well. And we have pilot programs in Asia and in EMEA that we started launching. I think that it would be better if you gave us a few more months before we started thinking about what kind of disclosure and what kind of progress we would talk about on that. But just you didn't ask the question, but to talk a little bit about what that progress is, we mentioned in our remarks that a lot of that progress has been around initial cost reductions based on people leaving the organization and there's other synergies which will start coming through that have longer tails and maybe require some investments in areas like technology, operations. And then the top line, as we've said, will probably take a little bit longer overall. And when we gave our guidance in the last quarterly call, we updated it and we said that the revenue synergies, we're going to probably take a little bit longer, more along the original thesis that we had produced, which was around between now and 2019.
Warren Gardiner:
Great. Thank you.
Operator:
Thank you. And our next question is from Tim McHugh of William Blair. Sir, you may now ask your question.
Timothy McHugh:
Yes, thanks. Maybe just following up on that last question, you mentioned – and digging into the Cap IQ – or, sorry, Market Intelligence margin improvement, it was people leaving the organization. Where are those people coming from? Was it data collection? Is it client service? I guess, more specifically, what did you become more efficient at than you were doing previously?
Doug L. Peterson:
That was mainly from management. This is one of the biggest advantages of moving really fast on a decision about how to integrate businesses. And by making a decision to put Mike Chinn in charge of the division, within a week of the acquisition, we were able to move very quickly on the management structure. So that's principally where the roles came from.
Timothy McHugh:
Okay, great. And then on the CNC segment, that the margins there, can you talk about what drove that? Was that J.D. Power, or is that Platts? And I know it's going to change once we sell J.D. Power, but is that level of margin sustainable, I guess?
Doug L. Peterson:
That's mostly Platts, and it's one of the nice things about having a business that grew almost 10% on the top line. So the very large percentage of that dropped to the margin and dropped to the bottom line.
John F. Callahan:
Yeah. I would just add, though, that there could be some fluctuation because we did have, as we mentioned, an unusually strong quarter in the Global Trading Services which is more transaction side of the business. So that's a nice growth business for us, but it was really high growth in the first quarter kind of given the volatility that was there. So I'm not sure that'll be there every quarter, but we're quite heartened by the progress. There was a bit of forex benefit to the margin improvement. So I'd say about a third of margin improvement was – we did get some forex benefit, but in general we think that we're – I think that's very solid right now.
Timothy McHugh:
Okay, great. Thanks.
Operator:
Thank you. And our next question is from Peter Appert of Piper Jaffray. Sir, you may ask your question.
Peter P. Appert:
Thanks. Good morning. So, Jack, I'm wondering if you could give us an update on how you're thinking about appropriate leverage ratios? And I think last quarter you said $500 million of buyback was in the guidance. Is that still how we should be thinking about it?
John F. Callahan:
That's a general range, Peter, in terms of base plan assumptions. I think that has to be – based on our current view, I think, going back to what we said earlier, I think we have to flex that upwards as we certainly get at least into the back half of the year given the proceeds from the asset sales that we see coming. And, obviously, we need to do something to reduce the dilution from the sale of those businesses. So we do anticipate some pickup at this point in time as we look to the back half of the year. And then, in terms of the leverage question, I think you've seen over the last year that we are methodically putting a little bit more debt into the balance sheet. We had two very successful bond raises last year. You've seen that we have used our short-term borrowing capabilities to flex – to continue to buy back relatively heavy in the Q1 timeframe, which is time that we're a little – we tend to be a little bit short U.S. cash. But we know we have that flexibility on using short-term debt to sustain the program. And we're going to – when we acknowledge that we still have more borrowing flexibility that we'll consider in terms of the pacing of future activities.
Peter P. Appert:
Got it. Thank you. And then on the – sticking with the SNL margins for a second, the performance is quite extraordinary relative to, I think, the expectations maybe you had initially laid out. And I think if I heard what Doug just said, you were indicating it was mainly due to sort of senior staff restructuring. So it's not a function yet of this change in the strategy about the – around the data sourcing? Is that correct? So there's still opportunity associated with that?
John F. Callahan:
There's a couple of components of – this is a big – obviously, a big improvement in the margin. So it is – maybe it's important to comment on a couple important pieces here. One, if you look at just the performance of the legacy S&P Cap IQ business last year in 2015, the lowest margin point of the year was Q1. And the legacy S&P Cap IQ business did improve their margins to the mid-20% range when you looked into the second and third. So the run rate of the legacy Cap IQ business was getting better. Then you overlay the profits from the SNL acquisition, those two – those were significant and combined with both businesses growing very nicely on the top line. Then, you start to layer in the synergies. And the synergies, we had given guidance earlier that we thought about a third of the $100 million of total synergies would be achieved in 2016. And I can tell you we're very much on pace to deliver that based on what we've seen in the first quarter. So synergies did have a role in the expansion here, but it wasn't the only driver. And then, in terms of the nature of what we saw in the first quarter, it was more G&A related. And I think these longer term cost opportunities around data, technology, commercial, et cetera, are more down the line. So that's some of the work that we have ahead of us.
Peter P. Appert:
Got it. Thank you.
Operator:
Thank you. And our next question is from Craig Huber of Huber Research Partners. Sir, you may ask your question.
Craig Anthony Huber:
Yes. Good morning. Couple of questions. Understand that you guys have been working to change out your – improve your sales forces throughout the organization. I'd maybe like to get an update on that, how much further there is to go on that in terms of the management and just general upgrades and processes and all that. Thank you.
Doug L. Peterson:
Yeah. So first of all, we have a corporate-wide initiative to look at our overall data and analytics related to customers. This is something that we want to improve, we want to have the right kind of culture around the organization of understanding the importance of customers and customer data and analytics. In addition to that, we have a buy-in and approach for each of our businesses to hire new organizations or upgrade or promote people within the organization to have these commercial organizations that are focused on the markets. They're doing a new approach or an upgraded approach to market sizing, to market segmentation, et cetera. Each of the businesses now are very far along with those processes, although I'd say that we don't necessarily have all of the people in place. I do think it's part of our ongoing approach to growing the business. We think that top line growth is the best way to improve our margins and to improve the business overall and as well as having a portfolio now which has very scalable global businesses. So we are making a lot of progress in that area. We have very strong sales heads in Ratings, in our Indices business. We have a person named Will Pappas, who's leading the sales and commercial organization in Market Intelligence. And then, in Platts, we also have a new person who's just joining us to run that organization.
Craig Anthony Huber:
Okay. And then also can you just update us on your Ratings business? I mean, obviously the margins in Ratings were extremely high on an absolute basis. They do lag your main competitor out there. What's your updated thoughts in terms of what's left to do on the cost front, the margin front, moving margins more towards Moody's level? Understanding of course you're probably not ever going to get to their level maybe, but what's just sort of holding that back relative to your main peer out there? Thank you.
Doug L. Peterson:
Well, as we've always said, and Chip just said before, we don't necessarily target our competitor in that sense. We want to ensure that we have the best business that we run that's compliant as well as providing excellent service to the markets. We have continued to invest in technology. If I were going to say there's any major area that we want to have at a very high quality level, it's going to be on technology. It's giving us the ability to have better work flow tools. It also gives us an opportunity to simplify the way we work and at the same time improve controls across the organization. So I think you'll see, over time, it's our goal and our target to have a steady progress on improvement in our margins, but also in a way that we run the business with the right kind of approach to customers and control.
John F. Callahan:
And I would just add that I think what we saw in Q1, it's not just about cost management. I mean, revenue year-on-year was down over $50 million. So I think the organization did a very good job controlling their expenses overall as they worked through that moment of volatility.
Doug L. Peterson:
Great. Thanks, Craig.
Craig Anthony Huber:
Great. Thank you.
Operator:
Thank you. And our next question is from Bill Warmington of Wells Fargo. Sir, you may now ask your question.
William A. Warmington:
Thank you. Good morning, everyone.
Doug L. Peterson:
Good morning.
William A. Warmington:
So, first of all, congratulations on the sale of J.D. Power. And I wanted to ask my first question on Platts. And again we've had a – first quarter was a very volatile quarter for oil, sort of a blinding glance to the obvious, coming from the mid-30s to the mid-20s to the mid-40s. But I wanted to ask if you've seen any improvement now or change in another way in the selling environment there in terms of renewals and selling cycle, pricing?
Doug L. Peterson:
Just a couple of headlines on that. In my remarks, I referenced that we have seen a difficult environment because there have been a lot of restructurings. There are a set of companies, which have defaulted or are going through restructurings. We expect over time there could be some challenges towards the end of the year on some of the renewals coming up. So we're very aware that we're not in an environment that's a robust high-growth, high-investment environment in the oil and petroleum industry overall. As Jack mentioned, one of the reasons that our earnings were so robust is because of our trading, our transactions services business in that area. So Platts has been a fantastic growth business for us. We like the business. We continue to invest in it aggressively. But we're also looking very cautiously at what kind of trends we're going to see in the industry overall. Just as an unrelated information, in the defaults, from the information from the Ratings business, there's been 67 defaults so far this year of which most of those – there were 16 of those were in the oil and gas industry, and there nine were from metals, mining and steel industry. So it's been a large number of those – the defaulters have been in that industry, something that we also watch carefully to see any kind of correlation across our businesses that we can use to pick up for our forecasting.
William A. Warmington:
Got you. And then just a clarification question on the S&P Dow Jones Indices recurring revenue. My understanding was you have benchmark data about 20% of that division, derivatives sales being about 25% and then the AUM being the remaining 55%. The AUM piece previously was treated as transaction; that's now going to be treated as recurring. The derivatives is going to remain as transaction, and the benchmark was recurring – is going to remain recurring. Is that the right way to look at that?
John F. Callahan:
Yeah, it is right. The information, the benchmark side has always been classified in recurring revenue.
William A. Warmington:
Right.
John F. Callahan:
The derivative trading remains in the transaction side because that can be very volatile. As we just looked at the revenue stream we have from assets under management, while there is some volatility there, it's not like it goes to zero. Like nothing ever – it's not as volatile...
Doug L. Peterson:
We hope, right?
John F. Callahan:
That you ever see in bond issuance. So that's why we broke it out as a third category, because we do believe that it has different revenue characteristics and, in general, we think that's clearly more sticky than in the transaction side. So we think that gives investors a better sense to better appreciate the more recurring side of our future revenue flows.
Doug L. Peterson:
And that's going to include the AUM associated with ETFs. That's going to include the AUM associated with mutual funds. And it also includes – we've got some steady contracts, if you will, that are associated with over-the-counter derivatives that are not based on volatility, if you will, but are set for a year, if you will, and that's very steady business...
William A. Warmington:
Okay.
Doug L. Peterson:
...for the category as well.
William A. Warmington:
One more housekeeping item if I could. Is Platts going to be reported on a standalone basis going forward after the sale of J.D. Power, or is it going to be folded into another division?
John F. Callahan:
Right now our current assumption is that Platts will be reported as a standalone entity.
William A. Warmington:
Excellent. All right. Well, thank you very much.
Doug L. Peterson:
Bill, I want to just correct something. I said 67 defaults; there's actually 51 defaults so far this year. Sorry, just wanted to give you the right ...
William A. Warmington:
Thank you.
Operator:
Thank you. And our next question is from Jeff Silber of BMO Capital Markets. Sir, your line's now open.
Jeffrey Marc Silber:
Thank you so much. Just going back to the global Market Intelligence business, I know there's been some speculation of some potential de-bundling where folks maybe use cheaper or web-based products to gain certain aspects of their analysis. So the overall cost comes down. Are you seeing any of that or inklings of that at all in your business?
Doug L. Peterson:
No. So the notion that people want to buy from five different sources doesn't really make a lot of sense to us. What we really see exactly is opposite, is that purchasers like the simplicity of being able to purchase from as few vendors if possible. So, yeah, we don't see that.
John F. Callahan:
The only thing I would add, though, is I do think it puts – we were very mindful of some of the new – the competition that could be out there. I think it just raises the game in terms of ever better quality data and increasing analytic capabilities and the ability to link into a customer's work flow. So I mean, I think it just kind of – we have to kind of continue the journey we're on to maintain clear differentiation in the marketplace.
Jeffrey Marc Silber:
All right. Great. And then just going back to the businesses that you plan to divest this year, you gave some color on the potential impact to EPS depending on the timing. How about the impact to revenues in EBITDA, either for this year or maybe with what those businesses contributed last year? Thanks.
John F. Callahan:
I don't want to jump into next year quite yet, but J.D. Power which will be at – let's just – if we assume it closes at mid-year, that could be approximately somewhere between about $175 million of revenue. And then on the pricing business, if we assume the end of third quarter close, that could be around $30 million. So that's – and taken in total, roughly $200 million if you assume the timing of close on both those transactions.
Jeffrey Marc Silber:
Got it. And on the EBITDA or margin side?
John F. Callahan:
I would say that between J.D. Power alone at mid-year is roughly $0.1. If you assume the third quarter close for the other business, you're probably talking about $0.13, $0.14 in total for the year.
Jeffrey Marc Silber:
All right. That's very helpful. Thanks so much.
Robert S. Merritt:
That's prior to any share repurchase, correct?
John F. Callahan:
That would be prior to share repurchase, and that's going back to our earlier comments that our current anticipation is that we would leverage share repurchase activity to offset the dilution from these businesses. And we can tighten that up once we know the timing, both of the close of these transactions and the pacing of our share repurchase activities. But again, our current assumption is any adjustment we have in terms of our outlook for 2016 is going to be more around revenue, not EPS.
Jeffrey Marc Silber:
Okay. That's very helpful. Thanks so much.
Operator:
Thank you. And our next question is from Denny Galindo of Morgan Stanley. Sir, you may now ask your question.
Denny L. Galindo:
Hi there. I just had a quick question on Ratings. It seems like the maturities, especially in high-yield, are increasing as we look forward, but you mentioned that the Ratings Evaluation Services and kind of the determination (59:22) driver has been decreasing. So I was curious if this ECB announcement about purchasing corporate bonds is having any impact on either one of these? Maybe it's starting to drive Ratings Evaluation Services or maybe it's causing some of these upcoming maturities and high-yield to be pulled forward into this year, just any thoughts on that topic?
Doug L. Peterson:
Yeah. On the first one – I'm going to answer the second part of your question first, the ECB. We've seen that the ECB's approach to being able to purchase very large portions of new bond issuance, we expect that that could have some positive impact on issuance. At the same time, there's – the ECB also have some liquidity programs it's providing to banks that make it actually attractive for them to keep assets on their balance sheet so there might be some increase in loan activity. We're not quite sure where all of these different initiatives are going to land, but we have seen corporate investment grade issuance in Europe. Even though it was weak, it seems to be picking up a little bit. So we expect there could be some pick up there. When it comes to Rating Evaluation Services, Rating Evaluation Services is more linked to activity of IPOs, companies that are going to be going to the market for the first time and want to have a benchmark or some sort of an ability to know how they rate. We also see Rating Evaluation Services that are done for M&A transactions. So what drives Rating Evaluation Services is not necessarily issuance, it's much more related to IPOs, to M&A activity. Those are the links that are more important on that. And as you know, during the quarter, both IPOs and M&A, there were some big M&A headline deals, but there was not as much smaller M&A deals. And in addition to that, the IPO activity was very, very weak. So some of those correlation factors were weak. So we watch RES, it's a business for us that we actually use sometimes as a leading indicator for M&A activity itself.
Denny L. Galindo:
Okay. That's helpful. And then just lastly, another one on Ratings. Can you talk a little bit more in detail about the CMBS market? You kind of mentioned it as being down, but it's been very volatile. You've been out of that market in the conduit side for a while, but you've recently reentered. And I was wondering if you can give us any color about how market share in the quarter has tracked or how quickly it's back to gain some traction in that CMBS market?
Doug L. Peterson:
Yeah. We're back in the CMBS market. We're working with the marketplace. We have not done any issuance so far, we have not rated any deals, but we are working closely to understand the dynamics of that marketplace and get our name back out there.
Denny L. Galindo:
Okay. That's it for me. Thanks.
Doug L. Peterson:
Thank you.
Operator:
Thank you. And our next question is from Vincent Hung of Autonomous. Sir, you may now ask your question.
Vincent Hung:
Hi. Good morning. So can you disclose what the revenues were for the four buckets of Market Intelligence, please?
Robert S. Merritt:
To be absolute, what we give you the – on the slide that we give you, we give you the change year-over-year for the various buckets. We don't provide the absolute number within that.
Doug L. Peterson:
We did disclose the SNL revenue numbers specifically.
Robert S. Merritt:
Okay, thanks. But I mean, the – yeah, so we just currently don't do that. I can generally size it for you, if you'd like, but we don't give the exact numbers.
Vincent Hung:
Okay. And, just lastly, on the two businesses you're selling to ICE, just a little bit more color there. Why is it closing later in 3Q or 4Q and what can you tell us about the revenue growth profile of that business historically?
Doug L. Peterson:
First of all, I mean, let's take a step back, why are we selling those businesses? They're nice sticky businesses. They are not – I wouldn't classify it as high growth, but I would say solid growth, very sticky, good margins. But at the end of the day, they are not something that was a core focus in terms of investment, in terms of growth. So given their size, we thought it was prudent to really focus Market Intelligence going forward, particularly with the SNL transaction. But there was – we had more than enough things to work on where we had larger, more strategic scale positions. So that was sort of the logic of it. They are – in total, on an annualized basis, they're roughly $100 million in revenue. So that's why in terms of the – depending on the timing of the close, we'll see what the impact is to 2016. And we're just working through the final closing conditions and regulatory approvals and that's why we do anticipate a close with it later in the year.
Vincent Hung:
Great. Thanks.
Operator:
Thank you. And our next question is from Gary Wei of Susquehanna Financial Group. Sir, you may now ask your question. Gary Wei - Susquehanna International Group, LLP (SIG) Good morning. Thank you. Can you just remind us about where are we in terms of the cost reduction program right now?
Doug L. Peterson:
Are you talking about the $140 million cost reduction program? Gary Wei - Susquehanna International Group, LLP (SIG) Yes, yes.
Doug L. Peterson:
Well, I think we're largely on pace right now as we enter 2016 – (01:04:58) on the original assumptions of achieving on the $140 million cost reduction program that we anticipate to achieve by the end of 2016. I would then, though, need to overlay because that's the subsequent to the announcement of that target back in early 2014 is then subsequently on top of that. We have the incremental cost synergy target of the SNL transaction, which we anticipate to achieve by the end of 2016 also. So that synergy target is $100 million, a third of which to be achieved in 2016. So you call that $35 million – that'd be $35 million on top of the $140 million that we think we'll achieve by the end of 2016, so $175 million in total. Gary Wei - Susquehanna International Group, LLP (SIG) Okay, great. Thank you. So if we – now thinking about the SNL, just thinking about the program that you already had in place, after you finish this, should we expect that we'll be – we'll continue to work on a new program to have some further cost reduction?
Robert S. Merritt:
So the question is after we're done with all these programs, will there be other cost reduction programs? Gary Wei - Susquehanna International Group, LLP (SIG) Right, right. Thanks.
Doug L. Peterson:
That is a key question on which we are asking ourselves as we go into our – as our three-year strategic planning. But, yeah, I think it's fair to say companies always have some ongoing productivity activities. Gary Wei - Susquehanna International Group, LLP (SIG) Great. Thank you so much.
Operator:
Thank you. And we will now take our final question from Doug Arthur from Huber Research. You may now ask your question.
Douglas Middleton Arthur:
Yeah. Just specifically on the $24 million technology impairment charge in Market Intelligence, I mean, as the SNL team gets deeper into the process, should we expect to see more of these kind of charges and related benefits as the year unfolds?
Doug L. Peterson:
Not of this nature, I don't think, Doug. I think it – we didn't have any restructuring charges in the quarter. Going forward, I think, there's likely to be some restructuring activity from time-to-time. I would say this issue is a little bit more specific, and the reason why the number was as high as it was, part of it, about half of it, kind of relates to an acquisition that was done several years ago. So part of that technology and tangible was put up at the time of the acquisition, and the other half related to ongoing software development since that point. And so that's why it was a little bit larger than normal for us. But I don't – at this point in time, I don't anticipate an ongoing stream of these sort of – we don't capitalize that much as it relates to software development in general. So I think the magnitude here, it will be fairly modest as we look forward.
Douglas Middleton Arthur:
Got it. Thank you.
Doug L. Peterson:
Doug, any more questions from you?
Douglas Middleton Arthur:
No, I'm good. Thank you.
Doug L. Peterson:
Great. Okay, thank you, everyone. We appreciate that all of you joined the call. We are pleased that we were able to start the year with a very solid quarter, especially with the progress on the integration with SNL, and we're also very excited about being able to launch the company as S&P Global starting on Thursday morning. So thank you again for your support, and we look forward to talking to you again soon. Thank you.
Operator:
And that concludes this morning's call. A PDF version of the presenter's slides is available now for downloading from www.mhfi.com. A replay of this call, including the Q&A session, will be available in about two hours. The replay will be maintained on McGraw Hill Financial's website for 12 months from today, and for one month from today by telephone. On behalf of McGraw Hill Financial, we thank you for participating and wish you a good day.
Operator:
Good morning, and welcome to McGraw Hill Financial's Fourth Quarter and Full Year 2015 Earnings Conference Call. I'd like to inform you that this call is being recorded for broadcast. All participants are in a listen-only mode and we will open the conference to questions-and-answers after the presentation and instructions will follow at that time. To access the webcast and slides, go to www.mhfi.com. That is MHFI for McGraw Hill Financial Incorporated dot com, and click on the link for the Quarterly Earnings Webcast. I would now like to introduce Mr. Chip Merritt, Vice President of Investor Relations for McGraw Hill Financial. Sir, you may now begin.
Robert S. Merritt:
Good morning. Thank you for joining us for McGraw Hill Financial's Earnings Call. Presenting on this morning's call are Doug Peterson, President and CEO; and Jack Callahan, Chief Financial Officer. This morning we issued a news release with our fourth quarter and full year results. If you need a copy of the releases and financial schedules, they can be downloaded at www.mhfi.com. In today's earnings release and during the conference call, we're providing adjusted financial information. This information is provided to enable investors to make meaningful comparisons of the corporation's operating performance between periods and to view the corporation's business from the same perspective as management. The earnings release contains exhibits that reconcile the difference between the non-GAAP measures and the comparable financial measures calculated in accordance with U.S. GAAP. Before I begin, I need to provide certain cautionary remarks about forward-looking statements. Except for historical information, the matters discussed in the teleconference may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including projections, estimates and descriptions of future events. Any such statements are based on current expectations and current economic conditions and are subject to risks and uncertainties that may cause actual results to differ materially from results anticipated in these forward-looking statements. In this regard, we direct listeners to the cautionary statements contained in our Forms 10-Ks, 10-Qs and other periodic reports filed with the U.S. Securities and Exchange Commission. I would also like to call your attention to a European regulation. Any investor who has or expects to obtain ownership of 5% of McGraw Hill Financial should give me a call to better understand the impact of this legislation on the investor and potentially the company. We're aware that we do have some media representatives with us on the call, however, this call is intended for investors, and we'd ask that questions from the media be directed to Jason Feuchtwanger in our New York office at 212-438-1247 subsequent to this call. At this time, I'd like to turn the call over to Doug Peterson. Doug?
Douglas L. Peterson:
Thank you, Chip. Good morning, everyone, and welcome to the call. In the next 20 minutes or so, I'm going to provide you with an update on how we've positioned McGraw Hill Financial for continued growth and performance, and let me begin with an overview of 2015. Revenue increased 5% year-on-year, with organic revenue increasing 3%. Adjusted total expenses increased 1%. Adjusted operating profit increased 13%. Adjusted operating margin increased 280 basis points, and diluted adjusted EPS increased 17%. Margin improvement was a big story for the year. Our cost reduction efforts and revenue growth combined for a 280 basis point improvement in adjusted operating margin for the second year in a row. Every business delivered at least 200 basis points of adjusted operating margin improvement. Year-over-year, our revenue increased $262 million. 90% of this was pulled through to adjusted operating profit. I'm proud of this accomplishment as it is a testament to how well our employees controlled costs during the year. This cost efficiency was the main reason we're able to leverage our revenue growth into 17% adjusted diluted EPS growth. As we look at the company's financial performance over the last four years, the company has delivered consistent improvements in revenue, margin and EPS. Revenue from continuing operations has grown at a 9% compounded annual growth rate. Our adjusted margins have improved 960 basis points from 29.1% to 38.7%, and we've achieved global – a compounded annual growth rate in adjusted diluted earnings per share of 22%. In addition to delivering another year of strong financial performance, we continued to strengthen our franchises during 2015. The most important transaction of the year was the addition of SNL. We increasingly believe that the combination of SNL with S&P Capital IQ presents a compelling opportunity to create a powerful data and analytics business. In addition, we acquired Petromedia, strengthening Platts existing position in the bunker market; launched Platts Market Data Direct, a new service that delivers Platts price assessments, historical and another reference data in a matter of seconds; positioned Capital IQ as a core content provider to Symphony Communication Services so that its customers can seamlessly access S&P Capital IQ company data; launched a suite of new fixed-income indices anchored by our flagship S&P 500 Bond Index, the first ever index that tracks the debt of the S&P 500 companies and the first priced in real-time throughout the day; and we entered into newer, expanded exchange agreements in New Zealand, Mexico and Brazil. Beyond strengthening our businesses, there were a number of other key accomplishments in 2015. We consolidated the company headquarters into downtown New York, a move that brought corporate employees much closer to our operations; generated $1.2 billion in free cash flow, excluding legal and regulatory settlements and insurance recoveries; returned $1.3 billion through share repurchases and dividends; successfully issued debt into the market after an eight-year absence; continued to make investments in compliance and risk management; and last week, increased the dividend by 9%, marking the 43rd consecutive yearly increase. Now let's take a closer look at the fourth quarter results where the company finished 2015 with solid earnings in a difficult debt issuance environment. Revenue grew 7%. Organic revenue, however, only grew 1% as a result of revenue declines in S&P Ratings Services. Adjusted operating profit increased 8%, and fourth quarter adjusted diluted EPS increased 9%. The strength of our portfolio is evident in the fourth quarter as weak issuance at Ratings was offset by solid revenue growth across the rest of the portfolio. This portfolio strength, coupled with progress on productivity initiatives, enabled the company to deliver 9% adjusted diluted EPS. Now let me turn to the individual businesses, and I'll start with S&P Capital IQ and SNL. In 2015, reported revenue increased 14%, with organic growth excluding revenue from SNL acquisition increasing 7%. Adjusted segment operating profit increased 25%, and adjusted margin increased 200 basis points. With integration teams in place and synergy opportunities identified, we expect to deliver considerable adjusted margin improvements in this segment over the next few years. Jack will provide more details in a few minutes. In the fourth quarter, reported revenue increased 27% primarily due to the addition of SNL. Excluding SNL revenue, organic growth was 7%. Adjusted operating profit increased 22% in the fourth quarter and adjusted operating margin declined 80 basis points. This margin decline was due to deal related amortization. Excluding net amortization, fourth quarter margin actually increased 200 basis points from 21.3% in the fourth quarter 2014 to 23.3% in 2015. Let me add a bit more color on fourth quarter revenue growth in the business lines. S&P Capital IQ Desktop and Enterprise Solutions revenue increased 9% principally through a low teens increase in desktop revenue. SNL revenue increased 10% compared to fourth quarter 2014. Prior to our acquisition of SNL, 2015 revenue was reduced by deferred revenue adjustment required under purchase accounting. Excluding this adjustment, revenue growth was 14%. Global Risk Services revenue increased 5% led by Ratings Express which is increasingly used by customers to meet their regulatory reporting needs. In the smallest category, S&P Capital IQ Markets Intelligence revenue increased 4% overall with growth in Global Markets Intelligence and leveraged commentary data exceeding declines in equity research services. Let me turn to Standard & Poor's rating services. In 2015, revenue declined 1%. However, excluding ForEx, revenue for the year increased 3%. Adjusted operating profit grew 7% and the adjusted operating margin increased 340 basis points to 47.2%, a noteworthy achievement. During the quarter, revenue decreased 7%. However, excluding ForEx, revenue decreased to 4%. Adjusted operating profit decreased 3% and the adjusted operating margin increased 150 basis points to 43.7%. While decreased expenses in the fourth quarter led to margin expansion, the big story during the quarter was weak global issuance. Non-transaction revenue in the quarter was flat. However, excluding ForEx, it increased 4% due to strength in CRISIL and in rating evaluation service revenue from elevated M&A activity. This is partially offset by lower revenue associated with fewer new customers that were added in the fourth quarter. Transaction weakness was caused by 26% decline in global issuance, partially offset by growth in bank loan ratings. Excluding ForEx, transaction revenue decreased 13%. Let's take a look at issuance. The two largest markets, the U.S. and Europe, both declined capping a weak second half of the year for issuance. Fourth quarter issuance in the U.S. was down across the board. Investment grade decreased 17%, high yield 41%, public finance was down 21% and structured finance also declined 26%, with the only bright spot being RMBS. In Europe, investment grade decreased 15%, high yield down 10% and structured finance increased 11% with declines in every asset class offset by growth in covered bonds. The rest of the world had even weaker issuance, with Asia declining 47% and the Americas outside the U.S. declining 46%. In total, global bond issuance declined 26% outpacing the 20% decline in the third quarter. Turning to S&P Dow Jones Indices, in 2015 this business delivered an 8% increase in revenue, a 12% increase in adjusted operating profit and a 200-basis-point of adjusted margin improvement to 65.6%. Fourth quarter results were similar with a 7% increase in revenue, a 9% increase in adjusted operating profit and a 100 basis point of adjusted margin improvement. During the quarter there was a modest decline in revenue from ETFs, offset by revenue from exchange traded derivatives, mutual funds, OTC derivatives and data licenses. If we turn to the key business drivers, the ETF industry surpassed 2014 record inflows, setting a new record of $351 billion in 2015, a great trend. AUM based on our indices increased 9% sequentially from third quarter 2015 to $815 billion, but below peak levels of the end of 2014. During the quarter, we continued to innovate, launching 233 new indices and 26 new ETFs based on S&P Dow Jones Indices. Exchange traded derivative revenue growth was primarily driven by increased revenues from CME, partially offset by a decrease in exchange traded derivative volumes based on S&P Dow Jones Indices. As you know, S&P Dow Jones Indices impacted by fluctuating markets but continued inflows into passive investing, innovative new indices and efforts to partner with exchanges around the world bodes well for the long-term positioning of this business. On to commodities and commercial markets. The Eclipse, NADA Used Car Guide, and Petromedia acquisitions impacted revenue comparisons in both the fourth quarter and the full year. Adjusting for these items, organic revenue increased 6% in 2015. Adjusted operating profit increased 17% and the adjusted operating margin improved 260 basis points to 36.9%. In the fourth quarter, organic revenue increased 8%, adjusted operating profit increased 20% and the adjusted operating margin increased 240 basis points. Both Platts and J.D. Power delivered high single digit organic revenue growth. J.D. Power revenue was powered by its auto business with particular strength in its PIN product. The evaluation of strategic alternatives for J.D. Power continues with considerable interest from third parties. Many of our upstream petroleum, natural gas and mining customers are pressured by low commodity prices and this has impacted the revenue growth of the Platts business. Nevertheless, Platts delivered high single digit revenue growth in this challenging environment. Organic revenue from the core subscription business grew with both petroleum and metals, ag and petrochemical revenue increasing high single digits. Global Trading Services revenue increased double digit primarily due to the timing of license fees and strong license revenue from the steel index derivative activity. In summary, the company delivered solid revenue growth in a difficult market environment. More importantly, progress on our productivity initiatives was apparent with outstanding margin expansion delivered by every business in 2015. For the second year in a row, the company delivered adjusted operating margin improvement of 280 basis points. This accomplishment was the primary driver of the 17% adjusted diluted EPS growth for the year. Now, let me discuss the outlook for 2016, and I'd like to start with some thoughts from our economists. Major central banks' moves in December may have disappointed or unnerved markets with the Fed Reserve raising rates and decisions by the European Central Bank and the Bank of Japan that appeared to disappoint or alarm the markets. However, monetary policy continues to provide a tailwind to economic expansion. Recent stock market volatility probably overstates the likelihood of a slump in global growth this year. These market moves appear to be more sentiment than data driven with the exception, obviously, of the fall in spot oil prices, which reflects changing supply fundamentals. In the 6.5 years or so since the global economy started to recover from the financial crisis, it has grown in real terms in an average of about 3.5% annually. S&P economists expect that trend to continue with a 3.6% global growth in 2016. Our economists expect real growth in China to continue to trend downward but to end up at 6.3% this year after growing by 6.9% in 2015. Growth in most of the developed world and even much of the developing world stands to be a bit higher this year than last, which adds up to a decent outcome for global growth. Excessive testament is probably not warranted. With this economic backdrop, we expect global debt issuance to decline 1% in 2016 and for spreads to widen. Within the U.S., we expect speculative grade corporate issuers to see increasing borrowing costs in the coming quarters at the back of the Fed interest rate increase. While most higher-rated corporate entity should continue to have a favorable lending environment as investors could pursue moderate yields while remaining more risk averse. More favorable lending conditions in Europe, supported by continued monetary accommodation by the ECB should result in increased bond and loan issuance in 2016. The Central Bank's recent measures combined with a softening in the regulatory stance may also bode well for higher issuance of securitized products, with modest increases in borrowing from the public finance sector. Among the emerging markets, most regions are experiencing substantial stress from falling commodity prices, exchange rated pressures from the rising dollar, tighter lending conditions, and a rising share of non-performing loans. Two of the largest economies, Brazil and China, have been experiencing significant headwinds this year and their market volatility is unlikely to subside in the near-term. Now turning from macro factors to those items inside the company that we control, there are several areas of focus in 2016. Our revenue guidance for 2016 is for mid- to high-single digit growth. While tepid issuance limits S&P Ratings Services growth, we'll benefit from eight additional months of SNL in 2016. Beginning in 2016, we will report our financial results using a newly-defined adjusted diluted EPS that excludes deal-related amortization that Jack will discuss in a moment. Incorporating this change, our 2016 adjusted diluted EPS guidance is a range of $5.00 to $5.15. In 2016, we expect to generate considerable free cash flow, and our guidance is for approximately $1.3 billion. Please note that this cash flow guidance doesn't include the proceeds from the potential sale of J.D. Power. We are actively pursuing the sale of this business, and have received considerable interest from a number of parties. The top operational priority in the corporation will be the integration of S&P Capital IQ and SNL. Ten work streams are in place, and now that we have an inside look at SNL and the collective knowledge from both businesses, additional synergies have been identified. We have a goal to transform Global Risk Services into a market leader. We have risk capabilities within S&P Ratings Services, S&P Capital IQ and SNL, and CRISIL that we brought to bear to create new credit products and services. I've challenged the organization to continue to expand our international footprint through better customer focus as well as collaboration across the company, and I've also challenged the company to deliver additional process improvements. From automating elements of the ratings process to improving data collection, there is ample opportunity to drive performance with process improvements and re-engineering. We will also continue to invest in compliance and risk management as well as firm-wide technology and data roadmap. Technology is at the heart of each business, and we need to evolve our technology in a thoughtful and coordinated manner. And now I'd like to conclude with some big news. The board of directors has proposed renaming the company S&P Global. This name better leverages the company's rich heritage and our powerful financial data and analytics brands while signaling that we have a strong global footprint and broad portfolio. The change will be effective pending a shareholder vote on April 27. In addition to changing the name of the company, we will also be changing the names of some of our divisions. For example, S&P Capital IQ and SNL will be renamed S&P Global Market Intelligence. With that, I want to thank you all for joining the call this morning, and now I'm going to hand it over to Jack Callahan, our Chief Financial Officer.
John F. Callahan:
Thank you, Doug, and good morning to everyone on the call. As you just heard, we made great progress in 2015 expanding our portfolio and product capabilities while simultaneously streamlining the cost base. Today I want to provide additional clarity around several items that impact our financial performance, and then we will open up the call for your questions. First, I will recap key financial results. As part of the review, I want to highlight the impact of deal-related amortization and discuss our new approach to key performance metrics. I will also review the impact from adjustments to earnings and update you on the balance sheet, free cash flow and return of capital. After that, I will provide updates on our productivity initiatives and SNL integration, and finally, I will provide 2016 guidance. Let's start with the consolidated fourth quarter income statement. As Doug already commented on these items, there are just a couple items I want to highlight. First, reported revenue grew 7% benefiting in part from the first full quarter of SNL contribution. On a constant currency basis, organic revenue grew 3%. Delivering overall top line growth was thanks to the strength and breadth of our portfolio, as revenue from our largest business, Standard & Poor's Ratings Services, was lower than last year due to the impact of weak global debt issuance. Second, expenses in margins were impacted by the step up in deal related amortization. I will discuss this item in more detail in just a moment. Third, the tax rate was considerably lower than a year ago largely due to improved profitability in several lower tax jurisdictions outside the United States and favorable tax benefits from the ongoing resolution of prior-year tax audits. Turning now to the full year, both reported revenue and organic revenue on a constant currency basis increased 5%. This was consistent with our guidance of mid-single digit growth. The most impressive result is that total adjusted expenses increased only 1%. This is a direct result of the tangible progress on our three-year cost reduction plan which I will discuss in a moment. As a result of cost productivity and a solid revenue growth, adjusted operating margin increased 280 points to 38.7%. The tax rate for the full year on an adjusted basis was 30.5%. As I just mentioned, this was due to improved profitability in lower cost jurisdictions and the ongoing favorable outcomes from the resolution of certain prior-year tax audits. And finally, adjusted net income and adjusted diluted earnings per share increased 15% and 17% respectively. Adjusted earnings per share of $4.53 is a couple pennies ahead of our latest guidance. The average adjusted diluted shares outstanding decreased by over 1 million shares versus a year ago. The full impact of the 10 million shares that we repurchased during 2015 will be more evident in the 2016 share count. Now I want to highlight the impact of deal related amortization. As a result of the SNL acquisition, the company's deal related amortization expense has increased significantly. It will be approximately $98 million in 2016 just over half of which is related to the SNL acquisition. In the comp section of the slide, you can see that we reported a fourth quarter 2015 adjusted operating margin of 24.8% as deal-related amortization more than doubled. On the other hand, if deal-related amortization expense were excluded, we would've reported fourth quarter 2015 adjusted operating profit margins of 36.8%. The difference is not as pronounced on the full year results which includes only four months of SNL deal related amortization expense. Here the reported 2015 adjusted operating margin is 37.8%. However, if deal related amortization expense were excluded, we would have reported 2015 adjusted operating profit margin of 39.9%. On this slide, we lay out the earnings per share impact of deal-related amortization expense on the fourth quarter and the full year. For the fourth quarter there is an $0.08 per share difference between the reported adjusted diluted earnings per share of $1.04 and the adjusted diluted earnings per share excluding deal-related amortization of $1.12. For the full year of 2015 the difference is $0.16. Now going forward, beginning in 2016, we will be excluding this deal-related amortization from our non-GAAP results. We think that this will enable investors to view our results in the same manner as management. In today's earnings release we have provided the impact of this change to 2015 adjusted earnings by quarter but you can adjust your models accordingly. Now, let me turn to adjustments to earnings to help you better assess the underlying performance of the business. In total, pre-tax adjustments to earnings from continuing operations totaled $54 million in the quarter. This consisted of $33 million of restructuring charges and S&P Capital IQ and SNL, corporate and Standard & Poor's ratings services. There was $15 million in accruals for potential legal settlements and $6 million for acquisition-related costs associated with the SNL transaction. As you have seen in the past, these restructuring actions are targeted to produce tangible cost reductions. The majority of the actions were taken in S&P Capital IQ and SNL as this division begins the realization of its cost synergy plans. I will provide an update on these synergies in just a moment. Now let's turn to the balance sheet. As of the end of 2015, we had $1.5 billion of cash and cash equivalents of which approximately 90% was held outside of the United States. We also had $3.5 billion of long-term debt and $143 million of short-term debt in commercial paper. Going forward, we intend to tap into the short-term debt markets periodically to fund our share repurchase program and meet other corporate needs. Our full year free cash flow was a negative $48 million. However, to get a better sense of our underlying cash generation from operations, it is important to exclude the after-tax impact of legal and regulatory settlement in related insurance recoveries. On that basis, year-to-date free cash flow was a positive $1.2 billion. This is consistent with our guidance of greater than $1.1 billion. Now I want to review our return of capital. During the quarter, the company stepped up its share repurchase program and bought approximately 5 million shares bringing the year-to-date total to approximately 10 million shares. These purchases combined with our dividend totaled to approximately $1.3 billion of cash returned to shareholders in 2015. This overall return of capital is in line with past several years. Overall, we have returned approximately $6.4 billion over the last five years. The share repurchase program remains an important component of our overall capital allocation and we anticipate continuing to repurchase shares subject to market conditions. As most of you know, we initiated a three-year productivity program that will conclude by the end of 2016. The target was initially $100 million when introduced in early 2014 and was increased to $140 million last year. As of the end of 2015, approximately 80% of that productivity target has been realized. Our progress is clearly evident in the margin progress that we have delivered over the past few years. We currently expect to complete these initiatives and deliver on the full $140 million target by the end of this year. Now let me provide an update on the integration of SNL. This was the first full quarter of our ownership of SNL and given its importance, the integration has become a primary area of focus for the company. It is imperative that we combine S&P Capital IQ and SNL rapidly to capture synergies while minimizing disruption to the business and most importantly our customers. As Doug mentioned, 10 integration work streams are in place and efforts are well underway. We have a centralized integration management office that provides detailed tracking by initiative, identification of key issues and monitoring of these synergies. Both Doug and I work closely with Mike Chinn and his team to help ensure that these efforts receive the appropriate priority and support for us, the company. More importantly for investors, we are now on track to exceed the initial $70 million synergy target ahead of our original timeline. When we announced the acquisition of SNL, we cited a target of $70 million of run rate EBITDA synergies by 2019. This was an estimate we arrived at by looking at SNL from the outside in. We now have had the opportunity to work directly with the new leadership team to consider what can be accomplished as we build an integrated S&P Capital IQ and SNL organization. With this more informed inside look, we are now targeting $100 million of synergies by 2019. This increase is almost entirely cost related as we now expect about $70 million of cost synergies by 2018 and the balance revenue related. Furthermore, we expect that more than one-third of the synergies will be realized in 2016. Taken in total, these synergies, the sustained growth across both legacy businesses and the positive eight-month overlap on the acquisition could generate approximately 20% revenue growth in 2016 with process excluding the impact of deal related amortization growing twice as fast. Now let me provide some additional guidance going into 2016. Overall, the strength and breadth of our portfolio better positions us to weather the volatility that we have experienced over the last couple of quarters which has intensified a bit since the start of 2016. The promising outlook for S&P Capital IQ and SNL, and continued growth at Platts supports our current assumption of mid to high single digit revenue growth despite the weak start and debt issuance in the overall capital markets. We anticipate maintaining the approximately 31% effective tax rate generally in line with 2015. As I mentioned earlier, our adjusted earnings per share guidance will exclude the impact of deal-related amortization. On this basis, we are introducing adjusted earnings per share guidance of $5 to $5.15, 7% to 10% growth off our 2015 adjusted earnings per share once the impact of deal-related amortization is excluded from both years. Despite the strong adjusted margin expansion expected at S&P Capital IQ and SNL, we are a bit cautious about further consolidated margin expansion in 2016. This caution is primarily based on the challenging market conditions which may impact revenue growth in our two highest margin business units, Standard & Poor's Ratings Services and S&P Dow Jones Indices. And as a reminder, we have already made great progress on margins with the realization thus far of the $140 million productivity target. As a result, we would currently point to an overall margin expansion of approximately 50 basis points above the 39.9% adjusted operating margin excluding deal-related amortization in 2015. Capital investment is expected to be largely flat, in line with 2015. On return of capital, last week the company announced a 9% increase in our annual dividend to $1.44 per share, our guidance considers continued share repurchases, although the timing can be impacted by market conditions. One clarification, this guidance assumes the inclusion of J.D. Power for the full year. As you can see in today's release, we have moved J.D. Power to an asset held for sale. As such, J.D. Power's results will be included until a sale is closed. Upon close, we currently anticipate using cash proceeds to repurchase shares and offset dilution. At that time, we will update you on any impact to our current outlook. Finally, we anticipate 2016 free cash flow of approximately $1.3 billion, which excludes any additional impact from asset sales. In summary, we look for another year of growth in 2016. The strength of our portfolio, now augmented with SNL, positions us well to manage through these volatile market conditions. Now, let me turn the call over to Chip Merritt to open it up for your questions.
Robert S. Merritt:
Thanks, Jack. Operator, we're now ready for the first question.
Operator:
Thank you. This question comes from Manav Patnaik with Barclays. You may now ask your question.
Manav Patnaik:
Yeah, good morning, gentlemen. So, just first on the 2016 guidance, I was hoping you could just clarify two things on the revenue line and one is, what is the organic growth expectation embedded in that total mid to high single digit that you've given? And then within that as well, like I think you said you expect global issuance to be down 1%. So, what is sort of the anticipated offset to the ratings business on the top line there?
John F. Callahan:
The organic growth is more in the – if you go back to our guidance of mid-single to high single digit revenue growth. Organic growth is sort of in the mid-single digit range, lower end of that; so that's the organic growth assumption, then plus the benefit of the SNL acquisition. More specifically, for ratings, we do have, as Doug mentioned, the issuance outlook down a bit, down 1%. With that down volume but maybe a bit of pricing, we would like to see some revenue growth in that business. However, I do suspect that may be a bit more weighted to the back half of the year just kind of given the issuance trends that we've seen in the fourth quarter that now appear to be continuing as we go into the first.
Manav Patnaik:
Okay. And then, if I could just follow up on the rating side, just in terms of your visibility, can you remind us of how much visibility you guys really have based on your pipelines? And then just – I'm just trying to think – maybe I'm interpreting this wrong but correct me, like it sounds like your negative 1% issuance it feels like you still potentially see downside to that and I was just wondering if that's correct, then how you would frame that maybe going into the next couple of years?
Douglas L. Peterson:
Thank you. This is Doug. Just a couple of points. In terms of issuance, let me just give a few of the statistics from what we saw in the fourth quarter and a couple of general trends. Clearly, as we reported, there was a large decrease in total corporate governance; it decreased 29.3% in the fourth quarter and there were some of the different categories. For instance, in Latin America it was down 60%, 68% overall. In January, we saw a continuation of that trend. The total corporate governance issue was down about 26%. Financial institutions were down about 56% but we put together our forecast which you saw on slide 26 which shows about 1% decrease in 2016. We put that together with the combination of looking at the markets, what we expect to see from market issuance, scanning the market with investment banks and corporate banks, et cetera. We also look at the – what is the maturity profile of debt that's already on balance sheet that's coming due. So we looked through this forecast looking historically as well what we see are the trends. If you look at that chart, you can see that 2014 was a peak year at $6 trillion of total issuance and there's been a level almost every year 2012, 2013, 2015 a little bit over the $5 trillion level. The mix changes here and there but we still believe that there would be somewhere in that range. It's just as Jack mentioned, it might be more in the second half of the year. There's another part of the markets which you didn't ask the question but I just want to mention as well, which is very important and which has to do with spreads. Spreads have recently widened significantly especially in the lower end of the credit spread. CCC type credits are obviously more distressed credits and below, have increased by over 400 basis points. They're at a 1,225 spread range whereas the AAA, AA level is still around 100, 110 basis points. It barely budged over the year. In fact, as you've seen, U.S. Treasuries have tightened. So the spread issue, where we see spreads going, there's a lot of volatility right now. We think that also plays into it, people's appetite for going out. It's not really related to the base rate. It's related to the spread. Anyway, long answer to your question, we are prepared in the business as necessary to manage our costs tightly through things like delaying hiring, looking at our bonus accrual, as well as other investments that we might be making in things like technology and systems, et cetera. So we have certain flexibility we can build into our plan if we need to go through what could be a tough period. And one final comment, as you've heard me say many times in the past, we have a long-term optimism in this business, in fact, in all of our businesses. But we've always said that quarter-by-quarter we could see some shaky quarters as markets respond to certain conditions.
Manav Patnaik:
Thanks a lot, guys.
Operator:
Thank you. This question comes from Andre Benjamin with Goldman Sachs. You may now ask your question.
Douglas L. Peterson:
Andre?
Andre Benjamin:
Yeah, sorry about that. I was on mute here. So I was – I know you talked a bit about margins for the year and hope that you would really control things with hiring and other things if things got tough. Based on your base case of what you just spoke to in the 50 basis points for the total corporation, how should we assume that the margin in the ratings business specifically move during the year relative to the rest of the company? And, I guess, as you look at things over time, do you still expect to increase the margin towards your closest competitor, Moody's as you execute some of the other initiatives that you've been talking about over the last couple years?
John F. Callahan:
Andre, we don't want to get too overly specific in guidance of margin by the business unit level. Let me make maybe a few comments about ratings and then one broader point just on the math of the margins for 2016. You know, I think our – maybe the caution view – the cautionary view we're taking on margin expansion is not really based on cost management. I think our track record over the last few years would demonstrate that we're on that one. It's really more on the revenue side and particularly kind of given the issuance trends that we're seeing right now on ratings. And we know how to manage cost in that business. Just to think about it, last year in 2015 we were actually able to expand margins with revenue down. That doesn't happen all too often. So from a longer-term point of view, we do think margin expansion is certainly possible with revenue growth and continued cost control within the ratings business. I just do – I just want to be clear that we are not targeting any magical upside goal here. We're just trying to manage our business in terms of what we think is right for the ratings business. Which is one overall point on the margins itself, we said 50 basis points but you also have to kind of remember the math in terms of the addition of SNL this year. SNL is going to add to the portfolio about $200 million. It's coming in sort of around the mid-20%s margin. You just do the math. That's dilutive to the overall company margins of about 50 basis points. So if you were just to kind of look at like-to-like and exclude the impact of the SNL acquisition, our full year – our margin guidance is really more in the range of a full point which frankly is not that different than what we did in 2014. I think we were 150 basis points last year. So I think it's not as different as it may look – kind of look when you really factor in the math of the acquisition.
Andre Benjamin:
I guess my follow up would be in terms of the indices business, I know we spend a lot of time talking about Capital IQ and ratings but you do have a couple of offsetting factors that you talked about in the prepared remarks. Any directional color on just based on the condition that we're seeing today? How you would expect that business to grow? Is it simply just AUM or are there other things that you could see benefiting that business going forward?
Douglas L. Peterson:
The one, I mean, beyond just assets under management, the one other thing that helps drive that businesses is volatility and we have certainly seen a step up in volatility so to some degree that has been a bit an offset to assets under management. So we are – in total, there hasn't been a big change in terms of asset flows. Really what it is, it's been the overall market performance that really has kind of changed assets under management here. So we're looking at both what's going on with asset flows and we're also closely watching volatility. But so we'll have to see how the years play out. I think right now we certainly look at it with a bit of caution but at the same time we can – it's not just flows into ETF that drive the business. There's multiple ways in which we can drive revenue.
Robert S. Merritt:
And, Andre, this is Chip. I'll add in. The flows is a great long-term trend and that continues. So earlier this year we saw some outflows and things like that. When the year was said and done, we had 4% or 5% inflows into AUM associated with our indices. So that continues in the trend that's been there for several years. So regardless of market volatility, which we love the volatility and when the market goes down that hurts our AUM, but we continue to benefit from inflows from active and passive.
Andre Benjamin:
Thank you.
Operator:
Thank you. This question comes from Denny Galindo with Morgan Stanley. You may now ask your question.
Denny L. Galindo:
Hi. Good morning. Another couple questions on the guidance. On the ratings slide, you talked about the 1% down and issuance. I think you actually did the calculation but I couldn't tell. What you're expecting for the corporate piece of issuance versus say the structured part? It seems like corporate maybe is a little weaker with the high-yield loans, and may be structured products little bit stronger with some of the RMBS, CMBS covered bond type stuff that you, guys did. Maybe you could just comment on what you're thinking about those two pieces of the ratings rather than growth or issuance growth?
Douglas L. Peterson:
Yeah, there's – you basically described generally what our expectations are. In terms of broad themes, we expect that over time in Europe is going to be increased structured finance. This is something that ECB is trying to implement. They want to have a more active capital markets. There's also the E.U. has what they call the Capital Markets Union and one of the things they want to do is have more credit flow to SMBs and small financial institutions. So they think that the structured finance market is one of those. We agree that that is going to be a slight growth area in 2016. In addition, there's another very important global trend about financial institutions. They're all looking at optimal capital structure in addition to the new rules related to capital and there's this TLAC which is total loss absorbing capacity which is basically senior bonds which have a certain level of subordination to other senior debt depositors that we expect that banks are going to be issuing. So in general, we think that there will be increases in structured finance, increases in financial services and financial institutions, likely decrease in overall corporate issuance globally but probably a larger increase in noninvestment grade overall especially at the spread levels which I mentioned earlier. But net-net that comes out about a 1% decline.
Denny L. Galindo:
Is there a larger decrease or larger increase in the noninvestment grade? Larger decrease, right?
Douglas L. Peterson:
Yeah, noninvestment grade would probably decrease.
Denny L. Galindo:
Right. Okay. And then kind of moving in a different direction, on index the expenses went up quite a bit quarter-over-quarter and I know that's a business that the top-line is great and has very high incremental margins, and you kind of manage the expense base. Is that expense level the kind of quarterly amount that you'd expect through next year? And since it's a little bit elevated, what's driving that is that new products and fixed income indices and that sort of thing? Or any thoughts just on what you're expecting for that kind of index expense line to do over the next year?
John F. Callahan:
I'll just view it as this would be some timing of expenses that largely was head count related. There's no – we're not in the midst of any significant step up in investment program in indices or anything like that. So I think in a normal growth year we wouldn't expect anything. We would expect maybe to maintain it or maybe even improve a bit the high margins we have in that business. But that's – the only other thing that may be because it's the fourth quarter sometimes depending on, as individual businesses, is projecting. Sometimes there is in the fourth quarter an impact on incentive compensation depending on how the individual businesses is doing up against targets and I suspect it could also have been – there also may have been a catch-up in incentive comp which would impact that quarter.
Denny L. Galindo:
So kind of – so it's maybe a little bit higher on a run rate basis but you're kind of expecting flattish margins there for the next year?
John F. Callahan:
We wouldn't signal any big change in margins at this point.
Denny L. Galindo:
Okay. Thanks.
Operator:
Thank you. This question comes from Craig Huber with Huber Research. You may now ask your question.
Craig Anthony Huber:
Yes. Good morning. My first question is on Platts. Roughly a year ago you guys thought Platts would grow high single digits revenues. It looks like that's what it came in at based on your press release. I'm curious what your outlook is here for 2016 just given the oil price issues out there right now?
John F. Callahan:
I think it did come in at that level in the quarter. However, it did pick up a few points of growth from some of the acquisitions that we've done. I think we'd be more right now in sort of the mid-single digit sort of ranges of the two. We'd like to think maybe we can get back into high single. But I do think kind of given the pressure that's on a lot of the customer bases in Platts, it's going to cost us I think a couple points of growth. I think we were seeing that. Last year I think probably – but again, the business is pretty resilient. It is over 90% subscription-based and our renewals are – is doing fine and we have pretty good visibility into our renewals going into this year. So we feel pretty good about continued growth in Platts. The only other one thing that in a particular quarter can drive growth up or down a couple points is we do have – we are linked to some of the trading activity with the market on closed process and depending on what's going on with volatility in the oil space, there can be a little movement, a point or two up or down on that too.
Craig Anthony Huber:
And also my second question, please, in the ratings business just given your outlook here for debt issuance down 1% globally, can you comment upon what you're looking for from the non-transaction piece rating for your revenues there. I mean I guess including a price increase of roughly 3% to 4% in your outlook for issuance, do you think that number can actually be up a few percentage points non-transaction?
John F. Callahan:
Yeah, I think just generally our assumption is in that mid-single digit range. The he one thing – that number has been impacted a bit by ForEx. We'll have to see how that plays out – how it plays out in 2016.
Craig Anthony Huber:
Thank you.
John F. Callahan:
Thanks, Craig.
Operator:
Thank you. This question comes from Alex Kramm with UBS. You may now ask your question.
Alex Kramm:
Good morning. Only a couple, I guess, really numbers questions here. So first of all for Jack, can you just go back to the amortization impact? When you look at this quarter it was $0.08 EPS. It looks like a much lower tax rate on those. So, is the tax rate going forward going to be lower? So basically what I'm asking is what's EPS impact of $98 million?
Robert S. Merritt:
The $98 million – I'm sorry, $98 million amortization expense?
Alex Kramm:
Yeah, in EPS terms because it seems like the tax rate is different than your general tax rate.
Robert S. Merritt:
$0.24 roughly.
Alex Kramm:
Okay. Perfect. Thank you. And then secondly, again another one in the weeds, there was an 8-K a couple days ago that you put out in terms of some changes the board announced. Basically if I read this correctly, makes it little bit easier for long-term shareholders or potentially may be even activists to nominate people to the board or independent board members. Can you comment on that at all like what was the Board thinking there? Anything we should read into. So, maybe just comment on that one? Thank you.
Douglas L. Peterson:
Yeah, this is Doug. There has been a movement in the United States in terms of governance of business practices related to boards to allow long-term shareholders to have access to the proxy for electing board members. There's a movement. There are certain shareholders, the activists have been trying to have board take a look at this. So we took a very careful look at it. We looked across. We did a scan of the industry. We did scan of best practices and our board decided that we should adopt what we call the 3-3-20-20 rule, which is that 20 investors – up to 20 investors that own 3% of the shares or more for at least three years would be allowed to elect – or to, not elect, but propose, up to 2% or up to 20% of the board of directors in a proxy. We felt it was a good practice and something that is becoming consistent and good governance across the corporate in the United States and we decided to adopt that.
Alex Kramm:
All right. Very good. Thank you.
Operator:
Thank you. This question comes from Tim McHugh with William Blair. You may now ask your question.
Tim J. McHugh:
Hi. Yes, thanks. I just wanted to ask on SNL, can you elaborate at all I guess where you're finding the additional synergies? What is driving that number up I guess?
John F. Callahan:
One of the things that – one of the very simple decisions we've made was to move quickly to integrate S&P, Capital IQ and SNL. So I think in some of the – that has allowed us to really kind of be more – to get more into the cost synergies that relate to the G&A structure of the business. And we started to kind of then look at – we started to combine each of the core functions. It's leading to an opportunity over time to make the business overall more efficient also driven by the fact that we just have enhanced scale as we bring these businesses together. Just as a reminder, I mean the SNL business system and S&P Cap IQ business systems are pretty similar. Its designed some pretty similar products that leverage a great deal of data, some of which is common to both systems and leveraging some common technologies. So, we're pleased with the opportunity to step up the synergies on the cost side and also the timing in which to bring some into 2016, but we're – and we're even more encouraged from a longer-term point of view about our ability to build a more efficient and more effective organization for the long-term.
Tim J. McHugh:
Okay. Thanks. That's all I have.
Operator:
Thank you. Our next question is from Bill Warmington with Wells Fargo. You may now ask your question.
William A. Warmington:
Good morning, everyone. So, a question for you on J.D. Power first, in terms of the contribution that you're expecting in 2016 in terms of revenue, EBITDA and EPS so if we can model that? And some thoughts, if you would, on range of proceeds and tax impact potentially on those proceeds?
John F. Callahan:
I mean, obviously in terms of how it's going to impact the year really comes on timing of close. Just to kind of keep it super simple, why don't we just assume a mid-year close. Whether or not we get there is a separate question, but let's just kind of keep it simple. That would probably be depending on timing, $150 to $175 million in revenue and probably $30 to $35 million in EBITDA. So, just to give you some sense of what that could look like at mid-year if indeed that's when close happens. Maybe that gives you some magnitude of it.
William A. Warmington:
It does. And then in terms of the proceeds and the potential impact on the proceeds? We can assume a multiple, but I just always like to ask about the tax impact.
John F. Callahan:
Yeah. No, there will be some tax leakage in the transaction, but I think between – yeah, there's enough – we have some basis to work with, so we're still – we don't want to be overly specific about what we have out there in basis, but there's enough to make a sale financially attractive.
William A. Warmington:
Then one housekeeping question on SNL, you had talked about the synergies of $100 million and realizing a third by the end of 2016. I just want to be clear, it was a third of the $70 million or a third of the $100 million, and I'm assuming that's all cost synergies that you're going to be achieving by the end of 2016?
John F. Callahan:
That's a good clarification. It's a third of the total synergies, so it's a third of the $100 million. However, within that, I think it's fair to say, 80% to 90% of the synergies that will realized in 2016 are cost related.
William A. Warmington:
Got it. And the balance, I take it, is going to be some revenue synergy?
John F. Callahan:
That is right. That'll be a longer build.
William A. Warmington:
Okay. All right, well, thank you very much. And Jack, just a clarification for folks, are you saying by the end of the year those costs will be gone? Or are you saying we'll realize that full amount in savings over the year?
John F. Callahan:
We'll realize that full amount in savings during the course of the year.
William A. Warmington:
Okay, thank you.
Operator:
Thank you. This question comes from Bill Bird with FBR. You may now ask your question.
William Bird:
Good morning. Was wondering if you could just give us your current perspective on your M&A strategy? And then separately, I was wondering if you could talk a bit about the CMBS market. Have you reentered? Anything you could tell us in terms of early progress. Thank you.
John F. Callahan:
Thanks for the questions. On the M&A strategy, clearly we had undertaken last year the largest acquisition in the history of the company with SNL. We are totally focused on this, as you heard when I talked about our company priorities for 2016. It's the top of the list. We believe that we need to execute on that and that's where we decided to allocate our capital. In addition, we have our portfolio rebalancing with the J.D. Power potential transaction. So, right now that's where our focus is when it comes to M&A; it's on what we already have on our plate. Clearly, we are watching carefully what's happening in the landscape of the data and analytics space. If there was something that was a very small tuck-in acquisition, you might hear us talk about something like that during the year, but that's our main focus right now – SNL – doing something obviously, with J.D. Power. And then, keeping our eyes open on what's happening in the market, but not necessarily looking at anything that would be significant. In terms of the CMBS market, on January 22 we reentered the CMBS market. We have been clearly working to ensure that on that date we were able to speak again with institutions that are either issuers or the financial institutions that do the underwriting and marketing of CMBS transactions. We have hired over the last year a new team to ensure that we have the right resources in place. And we are ready to go as soon as we start hearing from people that would like to use us.
William Bird:
Thank you.
Operator:
Thank you. This question comes from Peter Appert with Piper Jaffray. You may now ask your question.
Peter P. Appert:
Possibility of using short-term debt to fund repurchases. I'm wondering might that imply some willingness to think about dialing up the level of leverage? And then related to that, can you just talk a little bit about how we should think about the pace of buyback activity in 2016?
John F. Callahan:
Sure, Peter. No, we're not trying to signal any intent to add leverage at this point. The only point is that – one of the issues we do have is just a practical matter. Just in terms of cash management is just the availability of U.S. cash and we have a good deal of flexibility in our borrowing capacity. So, if we think we want to continue to buy back shares and we need to borrow short term, we're going to be quite willing to do that and you've seen that with our year-ending results. So we're not going to limit our buyback activity, just to the availability of U.S. cash. And then at this point in time we do take sort of – there is a repurchase of shares that is built into our overall guidance. We're also benefiting from the significant repurchase activity that we had in 2015. I would say, at this point in time, you should assume that maybe about half the amount that we actually did in 2015 sort of generally is implied in our existing guidance and we may choose to flex that as we go through the year.
Peter P. Appert:
Great, thank you. And just one other thing, on the Platts business, any comments in terms of changes in the competitive dynamic there or any implications in terms of pressure on pricing that you're seeing?
Douglas L. Peterson:
In terms of the competitive dynamics, clearly there's OPIS and there are certain other properties that – OPIS changed hands – and there's a couple of others that might. We haven't seen any discussion about pricing pressure; that's not an issue. I've seen in the market that people that are in the consulting business as opposed to subscription businesses have announced that they're going to have more impact than we've been seeing in the market. But I do think, as I mentioned, in terms of competitive dynamics, there's a lot of changes going on in all the different areas that we play in, and we are watching those dynamics carefully.
Peter P. Appert:
Okay. Thanks, Doug.
Operator:
Thank you. This question comes from Joseph Foresi with Cantor Fitzgerald. You may now ask your question.
Joseph Foresi:
Hi. I was wondering, could you tell us how much the slowdown in revenue cost you on the margin expansion front?
Robert S. Merritt:
Impossible question to answer, right? I mean, it's not possible to answer. Are you talking about the magnitude of the slowdown, what wouldn't have been, what shouldn't have been, what couldn't have been, I don't know how you could really...
Douglas L. Peterson:
Let me just repeat something I said in my comments upfront. Because of our ability to control our expenses last year 90% of our increase in revenue drops through to the bottom line. So, we really had a major focus on cost control in all of our businesses in the corporate center all kicked in and we're doing to continue with that mindset. But I can't quantify what that would've been, but 90% of our revenue did drop through last year.
John F. Callahan:
Any incremental revenue, if we have any revenue beyond what we had in many of our business, the vast, vast majority would've fallen down into (66:07).
Joseph Foresi:
Okay. And then just one other one. As you look at the ratings business, it's going to be down 1%. What's your view on interest rates? What's built-in from an interest rate M&A sort macro perspective? It's a very high-level question, I'm just trying to get a sense to sort of how you're looking at those three factors headed into next year?
John F. Callahan:
So we're looking – so if you look at different markets around the world, we're assuming that the U.S. will increase interest rates probably two more times this year but unlikely to raise them again in March. We're also looking at Europe where we think that interest rates are going to be either down or flat. Japan has just lowered their interest rate. We think China is going to also lower their interest rate. So our view is that in terms of the base rate it's going to be accommodated during the year. And we think it's a headwind, I mean a tailwind to economic activity and one of the areas that we feel a little bit positive about. We do see as you know, as you've seen in especially November, December and January, a lot of volatility at the deeper end of the credit curve was spread widening incredibly up into the over 1,200 basis points for spread on the CCC, CC level. So we do think that spreads have still widened out, but they are likely at some point to come back in. We think at least for a while the spreads are going to stay out until you see some settling down of oil prices and other credit conditions. But in terms of overall interest rate environment, we do think that base rates are accommodative, spreads have widened and we think eventually they'll come back in.
Joseph Foresi:
Thank you.
Operator:
Thank you. This question comes from Vincent Hung with Autonomous. You may now ask your question.
Vincent Hung:
Hi. Good morning. Maybe I missed this, but could you give us a bit of color around the chief commercial officer hire you made at the end of last year in the ratings business? What does he bring to the table, what's his (68:16) and what kind of impact should we expect in that business from that hire and when?
Douglas L. Peterson:
Yeah, last year at the end of the year, we hired a new chief commercial officer, Chris Heusler from HSBC. We have a view that our business – in fact, all of our businesses we want to increase our focus on commercial activities, on customer relationship. We think it's part of our customer focus as well as part of our growth strategy. So, Chris and the team are focused on doing two things, first of all ensuring we have high-quality relationships with all of our investors as well as our issuers. Identifying markets where we could find new issuers or new pockets that credit services could be increased. In addition to that, we have another mandate which is to look at other products and services that we could be providing to – or issuers into investors that could be coming out of the ratings business. So things like rating evaluation services and other types of analytical tools that might be valuable to the market. So, Chris has a mandate to build out a sales team commercial team. He is absolutely 100% totally on the other side of the firewall from our analytical teams and that was one of the reasons we wanted to bring in somebody new to reinforce that firewall between our commercial activities and our analytical activities. So, we had high expectations of that team and we're pleased that he came on board.
Vincent Hung:
Right. Thanks.
Douglas L. Peterson:
Thanks Vincent. I think we might have a last question.
Robert S. Merritt:
Operator, are there any questions?
Operator:
Thank you. We will now take our final question from Doug Arthur [Huber Research]. Sir you may ask your question.
Douglas Middleton Arthur:
Thanks. Going back to Capital IQ, I guess,ex-SNL the growth in the group was 7%. In terms of the desktop business, was that a function of market conditions, sell through or just picking up share? Wondering if you can just elaborate a little bit?
John F. Callahan:
It was a combination of – in the end – a good combination of volume and a little bit better price realization. So it was the combination of both. So more seats and a little better price realization.
Douglas L. Peterson:
But it's been what we've been seeing. We are seeing desktop users and desktop revenue kind of grow in that low-teens for the last few years and again this year.
John F. Callahan:
What I would say on maybe a broader level is that we increasingly see the demand for data and analytics growing because of the heightened need for regulatory reporting for – I don't want to use a cliché, but big data needs of corporations. So banks, insurance companies, asset managers, pension funds, other financial institutions, oil companies, large industrial companies that are managing huge credit books that they used to not have to manage, there is increasing demand for tools and solutions and data for them to manage their risk and make business decisions. And we find that what we are providing is really essential for those decisions. And we are seeing increasing demand. Now, that requires us to have data and high quality and being able to identify those pools of customers et cetera. That's really part of our future growth plans and how we're trying to position the entire company.
Douglas Middleton Arthur:
Great. Thank you.
Douglas L. Peterson:
Well, let me just end the call by thanking everyone for joining us this morning. We're pleased that we had a very solid finish to 2015, but more importantly, excited about the change of our name to SNP Global and how we're going to be continuing to provide great services in products and analytics to the market as they grow and as they transform. So, thank you again. We look forward to speaking to everybody next quarter and also in between. So, thank you very much.
Operator:
Thank you. That concludes this morning's call. A PDF version of the presenter's slides is available now for downloading from www.mhfi.com. A replay of this call, including the question-and-answer session will be available in about two hours. The replay will be maintained on McGraw Financial's the website for 12 months from today and for one month from today by telephone. On behalf of McGraw Financial, we thank you for participating, and wish you a good day.
Operator:
Good morning and welcome to McGraw Hill's Financial Third Quarter 2015 Earnings Conference Call. I'd like to inform that this call is being recorded for broadcast. All participants are in a listen-only mode. We will open the conference to questions and answers after the presentation, and instructions will follow at that time. To access the webcast and slides, go to www.mhfi.com, that's MHFI, for McGraw Hill Financial Incorporated.com, and click on the link for the quarterly earnings webcast. If you are listening by telephone, please note that there is a live phone option available to synchronize the timing of the webcast slides to the audio from your telephone. I would now like to introduce Mr. Chip Merritt, Vice President of Investor Relations for McGraw Hill Financial. Sir, you may begin.
Robert S. Merritt:
Thank you. Good morning and thank you for joining us for McGraw Hill Financial's third quarter 2015 earnings call. Presenting on this morning's call are Doug Peterson, President and CEO; and Jack Callahan, Chief Financial Officer. This morning, we issued a news release with our third quarter results. If you need a copy of the release and financial schedules, they can be downloaded at www.mhfi.com. In today's earnings release and during the conference call, we're providing adjusted financial information. This information is provided to enable investors to make meaningful comparisons of the corporation's operating performance between periods and to view the corporation's business from the same perspective as management's. The earnings release contains exhibits that reconcile the difference between the non-GAAP measures and the comparable financial measures calculated in accordance with U.S. GAAP. Before we begin, I need to provide certain cautionary remarks about forward-looking statements. Except for historical information, the matters discussed in the teleconference may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including projections, estimates and descriptions of future events. Any such statements are based on current expectations and current economic conditions and are subject to risks and uncertainties that may cause actual results to differ materially from results anticipated in these forward-looking statements. In this regard, we direct listeners to the cautionary statements contained into our Forms 10-Ks, 10-Qs and other periodic reports filed with the U.S. Securities and Exchange Commission. I would also like to call your attention to a European regulation. Any investor who has, or expects to obtain, ownership of 5% or more of McGraw Hill Financial stock should give me a call to better understand the impact of this legislation on the investor and, potentially, the company. We're aware that we do have some media representatives with us on the call. However, this call is intended for investors, and we would ask that questions from the media be directed to Jason Feuchtwanger in our New York office at 212-438-1247 subsequent to this call. At this time, I would like to turn the call over to Doug Peterson. Doug?
Douglas L. Peterson:
Thank you, Chip, and good morning, everyone, and welcome to the call. This is a significant quarter for the company. We made excellent progress with our strategic initiative, including some very important decisions regarding our portfolio, while at the same time delivering solid top line and bottom-line results. But before I go into the strong results, let me cover some of the more strategic highlights from the quarter. We added SNL to our portfolio, which was funded with $2 billion of new notes and closed on September 1. We merged our S&P Capital IQ business with SNL and made several leadership changes, and we commenced a process to explore strategic alternatives for J.D. Power. And we have a great collection of assets. It's a portfolio that's now more focused on scalable, industry leading, interrelated businesses in the capital and commodity markets. With the closing of the SNL transaction, work is underway to take advantage of the capabilities of both firms. The combination of S&P Capital IQ's broad data and powerful analytics with SNL's deep sector intelligence gives users unrivaled insights into the markets. As we execute our integration plans and learn more about SNL, we're identifying opportunities for additional synergies and are increasingly enthusiastic about the potential SNL brings to our company. Now, on this slide you can see, as previously announced, Mike Chinn will lead S&P Capital IQ and SNL. Mike is building a unified organization that drives creativity and innovation and delivers best-in-class performance. He has built a team which is made up of key leaders from the former SNL and S&P Capital IQ organizations, and Mike will manage the business from Charlottesville, Virginia. The integration of SNL is well underway. I head a steering committee that closely reviews key metrics to assess integration and synergy progress versus our plans. We've established a dedicated integration management office to support and accelerate our efforts to bring the two companies together with a mandate to deliver synergies that exceed the original deal thesis. Twelve integration work streams have been created, such as data, technology, and product and commercial strategies. In addition, we have more than 100 people across the organization working on the integration program. We believe SNL is a great asset and will unlock tremendous revenue opportunities and cost synergies, and we're on track to deliver or exceed our targeted synergies. Moving on to the next slide, recently we made a number of management changes. John Berisford, who has been one of the architects of the transformation of McGraw Hill Financial, is now President of Standard & Poor's Ratings Services. John is well-suited to lead the ongoing transformation of the business in an increasingly regulated environment. Mike Chinn is leading S&P Capital IQ and SNL, as I just mentioned, and he is well-suited for this expanded role, having led SNL through a decade of consistent growth. Martina Cheung, who headed up our Global Strategy and Business Development area, is now Executive Managing Director of Global Risk Services. This is a business that's part of the intersection of Standard & Poor's Ratings Services and S&P Capital IQ and SNL. Imogen Dillon Hatcher was just named President of Platts, and Imogen has been instrumental in positioning S&P Capital IQ for both growth and margin expansion. And now, we're looking forward to bringing her significant leadership experience to Platts. France Gingras is now the Executive Vice President of Human Resources, and France has a distinguished background in human resources with particular expertise in compensation and benefits. And last, David Goldenberg serves as Acting General Counsel. Prior to joining the company early this year, he held general counsel roles at Muzinich & Company, Mercer and Lazard Asset Management. Last week, we announced that we recently commenced a process to explore strategic alternatives for J.D. Power. This business is a household name in the U.S. It's a trusted source for new car quality and reliability ratings. It's headquartered in Westlake Village, California, and the business is currently estimated to have revenue of approximately $350 million in 2016, not only from the auto industry, but from other sectors
John F. Callahan:
Thank you, Doug, and good morning to everyone on the call. As you just heard from Doug, there has been a great deal of continued progress building an ever more focused and capable McGraw Hill Financial while continuing to deliver strong financial performance. Today, I want to add some color to several items related to our financial performance, and then we will open the call up for your questions. First, I'll recap key financial results and review certain adjustments to earnings that were recorded during the quarter. Next, I will clarify the impact from acquisition-related amortization and foreign exchange. After that, I will review important changes to the balance sheet and progress year-to-date on free cash flow and return of capital. And finally, I will update our 2015 guidance. Let's start with the consolidated third quarter income statement. Overall, these were solid results, particularly the continuing progress in margin improvement. Revenue grew 5% as the balance of the portfolio offset a modest decline at Standard & Poor's Ratings and the continued headwinds from foreign exchange, which reduced our growth rate by about 2 points. Adjusted consolidated operating profit grew 11% with all four businesses contributing to this growth. Adjusted operating margins approached 40%, up 230 basis points from a year ago. Revenue growth combined with the continued progress on our productivity initiatives resulted in this improvement. Adjusted unallocated expenses did increase 11%, largely due to professional fees in support of several enterprise-wide initiatives. The tax rate on an adjusted basis was 28.8%. This was unusually low due to favorable outcomes from the resolution of certain prior year tax audits, which generated a positive impact to adjusted diluted earnings per share of approximately $0.06. We now expect a full year adjusted tax rate of approximately 31.5%. And finally, both adjusted net income and adjusted diluted earnings per share increased 16%. EPS was $1.19. The average diluted shares outstanding decreased by 1 million shares versus a year ago. Now, let me turn to adjustments to earnings to help you better assess the underlying performance of the business. In total, pre-tax adjustments to earnings from continuing operations totaled $118 million. This consisted of $86 million in net accruals for potential settlements, offset in part by insurance recoveries, and approximately $32 million for acquisition-related costs associated with the SNL transaction. We recognize that investors use different methods for evaluating McGraw Hill Financial and that understanding the amount of acquisition-related amortization can be important in these evaluations. Going forward, we intend to provide you with a clear detail to assist you in the analysis. In the table on the top, we show pre-tax amortization expense of $17 million and adjusted EBITDA of $565 million for the third quarter. In the lower table, we show after-tax amortization expense of $11 million and adjusted earnings per share, excluding amortization expense, of $1.22 for the third quarter. We are now further along in the purchase price accounting for SNL. The annualized amortization expense due to the SNL acquisition is anticipated to be approximately $53 million. During the third quarter, we recorded just one month of amortization expense related to SNL, so the overall impact is negligible. The level of amortization expense will become more pronounced in the fourth quarter as we record three months of SNL-related acquisition expense. Please note that our guidance for the balance of 2015 does include the impact of this amortization. Let me turn to foreign exchange. Foreign exchange continues to have a negative impact on the company's revenue. Reported international revenues decreased 5%. However, on a constant currency basis, international revenue actually increased 1%. The majority of this impact was realized within Standard & Poor's Ratings Services. Overall, on a constant-currency basis, total company revenue increased 7%, 2 points faster than the reported results. Expenses incurred outside the United States also decreased, providing a modest positive impact on adjusted operating profit totaling less than $0.01 of EPS. Now, let's turn to the balance sheet. As of the end of the third quarter, we had $1.4 billion of cash and cash equivalents, of which appropriately 90% was held outside the United States. In August, the company issued $2 billion of notes of various maturities at a weighted average interest rate of 3.6%. We were quite pleased with the strong execution behind this financing and the strong response from investors given the ongoing volatility in the market. This increased our outstanding long-term debt to appropriately $3.5 billion, all of which is rated investment grade. Our gross debt-to-adjusted EBITDA is now approximately 1.6 times. Now, let's turn to cash flow and the return of capital. Our year-to-date free cash flow was negative $497 million. However, to get a better sense of our underlying cash generation from operations excluding the after-tax impact of legal and regulatory settlements and related insurance recoveries, year-to-date free cash flow was a positive $776 million. We remain on track with our full year 2015 free cash flow guidance of greater than $1.1 billion. During the quarter, the company stepped up its share repurchase program and bought 2.3 million shares, bringing the year-to-date total to 4.9 million shares. The share repurchase program remains an important component of our overall capital allocation and we anticipate continuing to repurchase shares under our remaining share repurchase authorization of approximately 40.6 million shares, subject to market conditions. Through nine months of 2015, the total capital returned was $775 million, surpassing the $607 million at this time last year. Finally, I would like to close by updating our 2015 guidance. We anticipated that our productivity programs would have a clear impact on margins this year. Our strong performance year-to-date leads us to increase our adjusted operating margin guidance to an improvement of more than 200 basis points. As I discussed earlier, due to the favorable benefit from the resolution of prior year tax audits, we are lowering our adjusted tax rate guidance to approximately 31.5%. Therefore, based on the strong results in the quarter, we are increasing our 2015 adjusted earnings per share guidance to a range of $4.45 to $4.50. However, we are cautious given the uneven trends in bond issuance as we close out the year and the volatility across the capital markets. In closing, we continue to focus on creating growth and driving performance. Our actions demonstrate our commitment to building upon an extraordinary portfolio of assets, improving margins and returning cash to shareholders. Thanks for joining us on the call this morning, and I'll turn it back over to Chip for the Q&A session.
Robert S. Merritt:
Thanks, Jack. Just a couple of instructions for our phone participants. I would kindly ask you to limit yourself to two questions. That's two questions each in order to allow time for other callers during today's Q&A session. Operator, we'll now take the first question.
Operator:
Alex Kramm, UBS, your line is open.
Alex Kramm:
Yeah. Hey. Good morning, everyone. Just want to start with J.D. Power, actually. I think this doesn't come as a total surprise, but I want to talk about – or ask about the timing a little bit here. I mean, you just completed the NADA acquisition recently, or NADA, and it seems like that's kind part of that business. So, just want to ask what changed in the commitment considering that you just did an acquisition there and now you're looking to potentially divest this business? It seems like a little bit of a flip flop. And then, maybe just in terms of the numbers from J.D. Power, EBITDA around $50 million, is that fair? And what would you do with the proceeds?
John F. Callahan:
Hi, Alex. It's Jack. First, (32:50) about the Used Car Guide. Look, that was a great addition to the J.D. Power portfolio. We'd been in discussions for quite some time. It really adds and broadens the capability of the PIN business that sits within J.D. Power, which is maybe one of the most valuable assets within it. So, it was a great opportunity and we're pleased with the progress that we've seen so far in the integration; and a great addition to the organization. Relative to timing, we don't have a strict timetable. We are just beginning the process. We have engaged an advisor. We do anticipate that we'll be reaching out to various parties in the coming weeks. And we have no gun to our head to get it done overnight, but at the same time we don't want this process to linger. So we hope to move it forward as we get into the early part of next year. Relative to your question on margins, next year in 2016, our current view is that the business on a revenue basis will be approaching $350 million in revenue. And once – and we still have some work to do to get the stand-up EBITDA margins. But I do think we'll have stand-up EBITDA margins of approximately approaching 20% as we get into next year. And, you know, we look – this will be a nice inflow to U.S. cash, which is something that we are – we're tightly managing the balance sheet right now and using that available U.S. cash, if there's not tuck-in acquisitions available, returning that cash to shareholders.
Alex Kramm:
All right. Fantastic. Thanks for the detailed answer. And then, secondly, want to go back to the slide of the leadership reorganization. Unfortunately, the slide is not up anymore, but it looks to me like you created a new position sitting between Capital IQ and Ratings. So, maybe you can just talk a little bit more about what you're doing there, in particular as it seems like, relative to your primary competitor, your revenues (34:57) through Capital IQ is much lower than theirs. So, any goals of bringing this up substantially in the next one year to three years? Thank you.
Douglas L. Peterson:
Yeah. This is Doug. So, we have created a new business which is underneath the S&P Capital IQ Group, which is called Global Risk Services. The woman who's going to be leading it is named Martina Cheung. She is going to continue to report to Mike Chinn. She is going to be part of our Executive Committee. We have an Executive Committee that meets almost weekly, three times to four times a month, that talks about all of our key strategic initiatives, how we're going to be investing in the company, where we're going to be growing, et cetera. So Martina is reporting to Mike Chinn, but she's joining our Executive Committee because this is such an important growth initiative for us. So the way we look at this, there is a very large demand for increased information inside of financial institutions, as well as corporates, for risk components, risk data, in some cases, liquidity information, et cetera. And we're pulling together all of the different assets that we have that are related to that type of information and putting them under Martina. And that's basically what the role is that she's going to be taking on.
Alex Kramm:
Okay. Very helpful. Thank you.
Operator:
Our next question comes from Craig Huber, Huber Research. Your line is open.
Craig Anthony Huber:
Yes. Good morning. A few questions, if I could. First one here, the synergies you talked about here of $70 million-plus by 2019 for SNL, can you just give us further update on how that breaks down between costs and revenue? And why 2019? That just seems like an eternity here. I mean, why can't this get done within, say, 18 months? I have some follow ups, too. Thank you.
John F. Callahan:
I think for today, just kind of going back to the original assumptions that we put out there, to your point, it's $70 million in EBITDA by 2019, we are pointing currently to sort of an even mix between cost and revenue that support that assumption at the time of the acquisition. That all being said, I think both Doug and I are enormously encouraged by the enthusiasm by which, collectively, both the legacy S&P Capital IQ and the SNL team are working together to forge a new and integrated organization. And we announced that very soon after the closing of the acquisition. And they're deeply (37:32) at work, detailing and updating that synergy case. And we hope to have a more complete update for investors when we get to our next call. But I would say at this time we're highly encouraged that we have great confidence in the $70 million. We are pointing to an upside to that number, both in terms of aggregate amount and timing. And I think with the decision we've made to move towards an integrated organization, I think there should be some upside, particularly as it relates to cost synergies.
Craig Anthony Huber:
And then, also, what is holding you guys back? I get this question a lot from investors. What's holding you back from buying a lot more stock than you've bought back in the last three quarters, particularly with your stock trading in the low-double digits on EBITDA basis? Then, you go out and do what a lot of people and investors perceive is a very expensive acquisition at a few times that multiple. Why aren't you buying back stock a lot more aggressively here, particularly at these price levels?
John F. Callahan:
Well, you know what? I would just point to – we did step up our share repurchase activity in the third quarter, despite the fact that at the same time we were completing the SNL acquisition. And I think we agree with investors that we do have balance sheet flexibility as we go forward. And we do believe that continued share repurchase will be important part of our capital allocation in the fourth quarter and as we move forward into next year.
Craig Anthony Huber:
And then, my last question, please. What is your outlook for the bond ratings business, for the transaction revenues here for, say, the next three months? Are you seeing any green shoots here or anything?
Douglas L. Peterson:
So, this is Doug. Just in terms of the mix that we've seen over the last year, as you saw on the slides, and all of you know because you track it very carefully, issuance has been – the story of issuance has been very mixed this year. And as you know, total global issuance was down 20% in the third quarter with different puts and takes in terms of how they came out. So far, October started off very weak. It was a weak month with issuance. So, we're cautious about the fourth quarter overall. There were some large issuance related to M&A as well as some, what I call, synthetic repatriations where corporations have a lot of offshore cash they don't bring back, but they do borrow domestically. In the last week or so we saw Microsoft, ACE. There's continued to be a robust pipeline of municipal and public finance issuers, like Texas and Florida. So, we're not projecting anything right now. It's hard to see. Some of the same conditions which made the third quarter very volatile, like the questions about what's going to happen to the U.S. interest rate; when is Yellen going to increase interest rates; what kind of impact that's going to have, what are some of the emerging markets' volatility factors, China, Brazil, et cetera; what's happening with the banking market? There's a new initiative which was released last week from the Fed for U.S. banks about resolution and recovery planning, which has new guidance about TLAC. In addition, in Europe, they're looking at TLAC, which is the total loss-absorbing capacity of the large financial institutions. Depending on where that comes out, that might drive more issuance. But we're looking at a lot of different factors. I don't want to give you a forecast, but I'd tell you that we're seeing – we saw a slow start to October, a very robust end of October. But generally speaking, in the fourth quarter, we are going to be watching interest rates, inflation numbers, TLAC, China, Europe, et cetera; and we're cautious.
Craig Anthony Huber:
Okay. Thank you.
Operator:
Doug Arthur, Huber Research, your line is now open.
Douglas Middleton Arthur:
Yeah. Thanks. Jack, it looks like cost – adjusted cost at S&P or in the Ratings Group was down 9% in the quarter. Can you just sort of break that down in terms of the currency – whether you had a currency benefit? How much is that is year-over-year drop in legal costs, and how much of it is productivity? Thanks.
John F. Callahan:
Yeah. Sure, Doug. A good part of it is related back – as you may remember, back in the third and fourth quarter of 2014 we had a couple of restructuring actions at Ratings. Those restructuring actions are making a significant contribution to this expense management that you're seeing this year. In terms of – we have seen some benefits from reduced legal expense, but, to a large part, a good part of that benefit has been offset with some selective investments in areas of compliance as we are working to tighten up some of our processes there. So it's been a couple of moving pieces. And overall, in terms of forex impact on Ratings, there's not a big part – I mean, there is a benefit, but it's – actually, on a profit basis, forex within Ratings – forex was actually – caused a modest – hit profits of a couple million dollars. Because we had – that's also the business where we have the most significant forex impact on the top line, and the savings that we get on the expense side are not enough to offset that.
Douglas Middleton Arthur:
And just as a follow-up, in terms of total cost year-over-year for the company in the quarter, how much – you may have said this, but how much did FX benefit or not benefit the year-over-year relationship? Thanks.
John F. Callahan:
As I mentioned, the total profit impact of forex was a modest positive, less than a $0.01 of EPS. So in large part, the revenue hit that we took, which was about 2 points of growth, was to a large part offset by the impact on expenses.
Douglas Middleton Arthur:
Great. Thank you.
Operator:
Denny Galindo, Morgan Stanley, your line is open.
Denny L. Galindo:
Hi, there. I wanted to delve a little bit more into Ratings. Your numbers were a little bit worse than your big competitor, and I wanted to understand if you guys had more exposure to LatAm and Asia, where you saw some weakness, than your global peer? And then, they also called out CMBS as an area of strength. Did that – is it kind of a lag in CMBS hurt the numbers as well?
Douglas L. Peterson:
Yeah. This is Doug. So, the main sources of differences of the top-line are related to CMBS, and a little bit of CLOs and CDOs, on the structured finance business, and then there was a slight difference to what we could see in Europe; but generally speaking, those are the main differences.
Denny L. Galindo:
Okay. And then, I wanted to talk about margins a little bit. With the shift in the leadership in the Ratings division, margins have been doing really well, especially with revenue down. But will there be any differences in your approach to margin improvement? Will there be more reliance on pricing or any changes at all there to what you've been doing in margin expansion for Ratings?
Douglas L. Peterson:
There's no expectations we're changing any of our approaches, although we are watching very carefully what's the outlook for issuance. So I don't know what kind of top line growth we're going to have. As I mentioned before, I'm cautious about expectations on what's going to be happening in the markets with issuance, generally speaking. We do have a continued focus on margins, on efficiency, and the new president of Standard & Poor's Ratings Services is committed to continuing to manage the business in a way that does look at the bottom line. On the other hand, we are looking at ways that we can improve some of our workflow, have more automated approaches to some of the ways that we deliver information to the markets. So it's possible that we will be investing in technology and automation to improve our overall performance; but maybe we'll see some investments in that. But generally speaking, let me say that for Ratings and all of our businesses we're committed to continuing to drive margin improvement. And over time, that's something we're going to look at, but I can't guarantee you that we're always going to get that if the markets themselves are not going up and our growth is not delivering.
Denny L. Galindo:
Okay. That's helpful. And then, switching gears to Index, I've never really thought of Index as a place where the margins could go even higher. It's usually Capital IQ and Ratings. But your competitor recently released margins and they were a little bit higher than yours. I've always thought of you as more innovative, more investments in new products like fixed income, indices. Is that what – at least the difference between your margins and your big competitor, or is there something else, maybe the mix of subscription revenue, risk trading revenue; maybe just any thoughts on the difference between your margins and theirs?
John F. Callahan:
Denny, one thing that you may want to check – I don't have it in front of me, but you may just want to check. I think when that particular competitor talked about their margin, I think they excluded the impact of D&A. So I think they were EBITDA margins. So I'm not sure it's quite apples to apples.
Denny L. Galindo:
(47:25) something like 1% or so, right?
John F. Callahan:
Well, I think it's enough to close the gap. So I think that's the best part of the story.
Denny L. Galindo:
Okay. And last one, with energy markets declining, customers cutting back, are you seeing anything new in the acquisition pipeline that you could add in terms of energy? It seems like there must be some assets that you can get a little bit cheaper than usual at this time.
Douglas L. Peterson:
When it comes to our acquisition pipeline, we have a disciplined process to keep our eyes on different opportunities in the U.S. and around the globe. We are always, obviously, looking at ideas. We have nothing that – we've said before, we have a lot of work to do right now with SNL. That's our top priority, is integration, as well as working to ensure that we have a very smooth process with J.D. Power. So right now, our top priorities are to shape the portfolio in the direction that we've discussed today.
Denny L. Galindo:
That's it for me. Thanks.
Douglas L. Peterson:
Thank you.
Operator:
Peter Appert, Piper Jaffray, your line is now open.
Peter P. Appert:
Thanks. Good morning. So, Doug, just continuing on the margin theme, the results have been very impressive, obviously, across the portfolio. So I'm wondering if you're rethinking what the upside might be longer term and if you can quantify it for us in terms of the various segments where you see the upside?
Douglas L. Peterson:
Well, I think that that's one of the things that we're working on right now as, typically, you might hear from a lot of corporations. In our fourth quarter, we're looking at a three-year to five-year strategic plan and, very importantly, now going to come up with a one-year approach. So in February next year when we do our full year earnings, we'll also be presenting our guidance for 2016. And I would – if you don't mind, I'd rather defer my thinking on that question until we've had a chance to put in place our 2016 expectations; but Jack wants to add something.
John F. Callahan:
Peter, just one obvious point, though, I just want to add to Doug's comment. As you know, we do see the newly integrated S&P Capital IQ, SNL business segment as a business unit that we would anticipate some sustained margin expansion going forward. And back to Doug's comment, I think we'll put some more specifics and guardrails on that when we get into our guidance view for 2016.
Peter P. Appert:
Got it. Understood. And then unrelated, in the structured finance market I think you're exclusion from the CMBS market ends in the beginning of 2016. Should that have some measurable impact on your operating results next year?
Douglas L. Peterson:
As of right now, I don't know and I'm not – it's not something I can really talk about, yet.
Peter P. Appert:
You can't talk about it because you don't know how it's going to play out or...?
Douglas L. Peterson:
Because of the agreements that we have with the government on our ability to talk about that business.
Peter P. Appert:
Oh, I see. Okay. Thank you.
Operator:
Tim McHugh, William Blair, your line is open.
Timothy McHugh:
Thanks. I guess, just coming back to SNL, you'd, I guess, hinted at some potential for upside and I guess it was something you feel better about. And I think it was more about the cost, but can you elaborate more on it? Is it about the cost of SNL and the ability to improve their margins, or are you feeling better about the synergies with Cap IQ? I guess, what makes you feel better about – enough to hint at upside in terms of the timing and size of the profit contribution from that business?
Douglas L. Peterson:
Let me start, and then I'm going to hand it over to Jack. So first of all, this is literally only about a month, two months since we've been working with Mike Chinn. And as we did the due diligence and got to know the business very well over a period during the second and third quarter this year, we were always impressed with SNL and their operating capacity, as well as what we saw as the ways to merge these businesses and get a lot more out of both of them. So through that, now that we've got this very thorough integration management office in place, where we're tracking 12 projects with some of them with other subprojects and driving that very intensively faster than anybody expected, I can guarantee you that people did not expect that we were going to put Mike Chinn in charge of both businesses within eight days of closing the transaction. And so, we are really serious about this, and we're driving it fast and hard. You already answered the question in your question itself by where we're finding the opportunities. We're finding them both in cost in both businesses, ways we can do things more efficiently. We're finding them in revenue opportunities. We're also able to work more closely with some other projects Jack is driving about how we manage the corporate center; but let me see what else Jack wants to add.
John F. Callahan:
No, look, I think the thing that gives us the confidence, Tim, more than anything is the speed at which, to Doug's point, that we've moved to integrate the organization, building sort of the best from both organizations. And when you move away from the outside in, evaluation of synergies, to the inside out, and you're starting to see the detail behind it and the clear accountability and a better sense of the timing to realize, I just think today, two months post-close, we feel better than ever about the synergy case; and we hope to have more insight for you in our next call.
Timothy McHugh:
Okay. Thanks. And on Platts, can you elaborate? Obviously, it's good performance in the face of a tough environment. Is it the pricing initiatives you had talked about maybe a year or so ago, I guess, but what – that or what else, I guess, is really contributing to the growth, and particularly, I guess, in the petroleum sector right now?
Douglas L. Peterson:
Yes; so a couple of things. Clearly, it's a matter of many, many different factors. It's a much more concerted effort on the commercial side where we've got a – with the combination of Larry and, now, Imogen in place looking at how we can be very customer-focused, have a good approach to sales, pricing, discipline, et cetera. It's also something that is maybe not – is maybe a little bit counterintuitive, but even though the price of oil is down very low, there still are a lot of winners. It's not just the losers that are hit by the market. You have people that are also consumers downstream in the environment of oil industry, airlines, the travel/leisure industry, et cetera, that are big consumers of data and analytics and pricing from commodity space that are beneficiaries of the lower prices that also have a lot of demand for the data. So we are finding that the demand is not necessarily dropping as dramatically as you would expect given the volatility and the lowering of the prices. But we are very carefully, obviously, watching the number of seats, the kind of cost initiatives that could be going on in a lot of the firms to ensure that we're prepared for, potentially, a weaker environment. But through many, many different initiatives, we're pleased that we're still driving the growth.
Timothy McHugh:
Okay. Thank you.
Operator:
Vincent Hung, Autonomous, your line is now open.
Vincent Hung:
Hi. Good morning. I'll keep it to two questions. Firstly, can you talk about what John has already done in his short time as President of the Ratings business and what his priorities as President will be going forward?
Douglas L. Peterson:
Yes. So John is – just to tell you a little bit more about John since you asked the question, John has been with us for over five years. He was instrumental in helping drive the transformation of McGraw Hill Financial and the sale of the publishing and non-core assets. He knows all of our leaders across the firm. He's a very strategic manager with excellent project management and executional capabilities. So John's main focus has been to continue the programs and progress that Neeraj Sahai had been making in how we're managing the workflow, managing the business, ensuring that we are responsive to the markets and our customers, and very, very importantly that we have in place regulatory and risk programs that meet the requirements of all of the new regulations that have been coming up around the world. So John's priorities have not changed from Neeraj's. But in terms of how he's managing the place, he's spending a lot of time in the field, walking the floors, learning the business as quickly as he can; although, he's off to a – he was able to hit a running start because he already knows the business well. But John, as I said, priorities haven't changed but maybe his style and how he's getting it done is a little bit different. And he's getting a lot of visibility with the troops and energizing the organization.
Vincent Hung:
Okay. And just lastly, what is going so right in Capital IQ Desktop in light of the strength in user growth?
John F. Callahan:
Well, just – there's nothing really new there. In the last three years, if you look at the user growth on the desktop, it's basically most quarters been kind of a low teen growth number. So, we're just continuing to penetrate a marketplace that is increasingly appreciative of the additions we've made to that product. It's a great price point and it's an ever better product.
Douglas L. Peterson:
I'd add to that that there is also continued international growth, so that there's more penetration, as always, continuing overseas. And when you look at a lot of the customers, there's a lot of them who are trying to understand what are the requirements of their internal data needs and which is the product that best serves those needs, looking at some of the competitors, and we're also winning out a lot of those reviews against some of the other maybe more expensive competitors or those that have different products and services that don't necessarily meet the needs of the users on the floors.
Vincent Hung:
Great. Thanks a lot.
Operator:
Andre Benjamin, Goldman Sachs, your line is open.
Andre Benjamin:
Thank you. I wanted to know if you could maybe talk a little bit about where you stand in terms of continuing to add fixed income indices. I know you called out Indices and the business up quarter-over-quarter. I didn't know how much of that was fixed income, and then how much that business is contributing to the overall revenue pot today?
Douglas L. Peterson:
So, we continue to have – this is one of our key growth areas. So, when we look at the index business, if I were to over simplify our growth approach, it's to the international expansion, which we talk about a lot and we had some recent wins there in Chile and some other markets where we're growing out our international expansion. The second is fixed income indices. The fixed income indices today is – represents a...
Robert S. Merritt:
About $30 billion of the AUM.
Douglas L. Peterson:
$30 billion of the AUM. It's not a large – it's not a significant factor in our top line growth, but today – our top line results. But we are – it's an area that we think that – if you go to the wealth managers, in particular, and you look at the secular trends of the baby boomers retiring, the needs for different types of products beyond just the buying bonds directly and other sorts of benchmarks, we're continuing to see this as a top priority for us even though it has not produced a lot of growth right now – or a lot of income. It is something that we're positioning for because we want to get ahead of that opportunity.
Andre Benjamin:
I have a little bit more specifics to follow up on the Capital IQ question you just answered. In terms of the growth, is it really broad-based across both fixed income and equity products? And then, who are you finding that you're taking share from? I mean, the markets are not up double digits and your competitors have generally talked about a more benign environment. So, I guess, where are you seeing that you're getting the most share gains?
Douglas L. Peterson:
We're getting the most share gain in analytical-type roles. So it's both fixed income and equities, and it's also risk management. And so, these are areas that we're continuing to see growth. I can't tell you directly if we're taking share from somebody else, but we're finding that we can penetrate those areas, analytical roles – mid-level and junior level analytical roles at banks, investment banks, asset managers, some corporations, et cetera. So, we're pleased with the growth we're seeing, and we've got an aggressive sales program out to call on our customers and identify where they can use our products.
Andre Benjamin:
Thank you.
Operator:
Bill Warmington, Wells Fargo, your line is open.
William A. Warmington:
Good morning, everyone. Just a couple of housekeeping items for me, I think. Just double checking the organic constant currency growth, looks like it was about 5% reported, 7% constant currency, 3 points from acquisitions, would give you about 4%. Am I doing that right?
John F. Callahan:
Pretty close. I think it's pretty – it rounds closer to 5%, but...
William A. Warmington:
5%? Okay.
John F. Callahan:
...the general approach you're going at makes – is about right.
William A. Warmington:
Okay. And then, if I could then, the share count exiting Q3, because I know you – it looked like you bought back a bunch later in the quarter so...
John F. Callahan:
Yeah. We did – we were buying. So, basic share count as we ended Q3 was 271 million.
William A. Warmington:
Okay. And with the dilution?
John F. Callahan:
On a fully diluted, it was 274 million.
William A. Warmington:
274 million. Great. That does it for me. Thanks a lot.
John F. Callahan:
Thank you, Bill.
Operator:
Our next question comes from Manav Patnaik, Barclays. Your line is now open.
Manav Shiv Patnaik:
Yeah. Thank you. Good morning, gentlemen. The first one, just on Pratts, in the context of some of your peers reporting sort of the divergence between the subscription and non-subscription performance of the business, I apologize if I missed it, but can you talk about sort of the growth on subscription and non-subscription and how that tallied to the total that you talked about?
Robert S. Merritt:
There's really very little of that business that's non-subscription, so roughly 90% of that business is a subscription business. So we're not impacted by reduction in consulting fees of that nature. The other 10% is really on the derivative trading side. That's going to be the contracts that are traded at the major exchanges, like the ICE Exchange and the Singapore Exchange, which in the quarter did quite well. I mean, as you know, volatility bodes well for that business.
Manav Shiv Patnaik:
Yeah. I think that's what I was trying to get to, though. So like sometimes, that number can be really high and obviously skew that total result. So that's what I was just trying to understand, like – I mean, is it fair to say that the subscription was at par with the total that you talked about?
Robert S. Merritt:
Subscriptions at par with the total you talked about?
John F. Callahan:
Look, I think we did see relatively faster growth in the non-transaction part of the Platts business, but the fact that that's only approaching 10% of the overall mix, there's limits to how much it can impact the overall number. So, in balance, we saw pretty good growth in the subscription business. It was high-single digits.
Manav Shiv Patnaik:
Okay. Fair enough. And then...
Robert S. Merritt:
So, the derivatives side increased double-digit, but to Jack's point, it's only 10%. So it's nice growth, but it can only move the needle so far.
Manav Shiv Patnaik:
Yeah, Okay. I understood. And then, Doug, just sort of bigger picture, I mean, you know the management slide that you had out there, I think you sort of had a similar slide when you first began with another team. So, I was just trying to understand like – in terms of the evolution of your few years as CEO now, like is this – are there more changes to be coming? And then, just on the departure of Lucy, was just curious if we should take that as an indication of there's not a lot more legal work left to be done?
Douglas L. Peterson:
Yeah. I think that – first of all, I believe that this is a young company, even though we have a very long legacy; over 125 years as McGraw Hill and 150 years with S&P businesses. We think that it is a young company. We've only been in this configuration for two years, and it's only been eight months since the time of the Department of Justice settlement. So I'm very pleased with the team that we're building. We have a – and I think team is the right word. People get along very well. We're aligned on how – what our purpose is and what our goals and objectives are going forward. I don't have any expectations that we have management changes underway. We have a lot of people in new jobs. So if there's one thing that I'm spending a lot of time on with the team is to ensure that the people in new jobs have the resources that they need, that they've got the approach to leading and managing their teams that's going to be successful. So, I don't – I really think that it's a great team without any – with no changes in place. On the legal department's role, I do think that we have a meaningful shift in what would have been a year ago versus today's approach to the legal department. As you know, we used to include in our earnings releases every month a list of all of the legal cases. We had very significant litigation with the Department of Justice and the states, et cetera. So as we settle into a – more of a BAU approach with a little bit of legacy litigation, we are pleased that we have a legal department that is an advisory department, helping us grow the businesses and looking more forward with a future approach as opposed to a legacy approach. That doesn't mean that we're not going to ensure we have all of the best resources available and the best minds to settle the final little pieces of litigation here and there, but really, team focus across the entire team; want to make sure everybody's successful and that we're focused now on growth and performance.
Manav Shiv Patnaik:
Okay. Thanks a lot, guys.
Douglas L. Peterson:
Thank you.
Operator:
We will now take our final question from Bill Bird, FBR. Your line is open.
Bill G. Bird:
Good morning. Thank you. I have two questions related to S&P Ratings. One, how much cost flexibility do you have should the operating environment change and should you need to reduce costs quickly? And then, second, you had great growth in non-transaction revenues. Could you just speak to kind of the durability of that growth? Thank you.
Douglas L. Peterson:
Yes. So first of all, on the cost flexibility, we – this isn't just a question for Ratings. We actually look at this for every business, and there's obviously opportunities which any company has when they're approving their budgets which relate to head count. Do you have, for instance, growth areas that you would slow down the growth? Do you have the opportunity if people left, if there's attrition, not to replace the attrition? I mean, these are traditional and typical tools that you use to address any sort of opportunities if you need to slow down your expense growth. Another one could be if you have any major initiatives which you're undertaking, can you also slow them down or delay them or cancel them? In addition, we have – if the performance is not going very well, you obviously have not – you're not going to be accruing the same level of compensation and bonus accruals and things like that, which is another opportunity. We also have other projects which we're, obviously, always looking at. I mentioned in my comments that we're looking to see how we can leverage lower cost operations in the U.S. and around the globe to make sure that we're also finding the best mix of costs so we can still support all of our businesses and our customers. So those – there's a lot of those tools, and I say it's not just Ratings. That goes for every business we've got, that we're always looking for that kind of flexibility. And as I've said before, we always feel like we need to be prepared and we want to be able to control what we can control.
Bill G. Bird:
Thanks. And the other question was just related to the strong growth you had in non-transaction revenues.
Douglas L. Peterson:
Oh, sorry. Yeah, on non-transaction, so we had a – there were a couple of reasons for that. One was there was a – you know, because of all the M&A activity around the globe, we had a large increase in Ratings Evaluation Services. Those are coming from the M&A activities in the U.S., in Europe, et cetera. So that was one of the main drivers of the increase in that area.
John F. Callahan:
And also, too – that's also where we – our CRISIL results are largely – in CRISIL, well, it was a – it had very nice growth in sort of mid-teens area. So that was another good contribution.
Bill G. Bird:
So, would you characterize the growth in that line as maybe elevated above normal and likely to moderate? Or is there anything else going on?
Robert S. Merritt:
If you look historically, I mean, most of the time that line is kind of in the mid-single digits. So we've had periods we're a little below it, you know, the last couple of quarters, but mid-single digits is, in the long run, is kind of a reasonable area for that line item.
Bill G. Bird:
Okay. Thank you.
Douglas L. Peterson:
Thanks, Bill, and let me thank everyone for joining us on the call today. We were very pleased with our results, obviously, as I said. Going forward, we're going to be focusing the company on these four pillars of scale businesses that are very interrelated, that have excellent brands focused on global growth. And we look forward to speaking with you at the end of the year when we have our next quarter. And clearly there's a few questions that we need to get back to you on when we launch our 2016 – when we give you our guidance. But we really appreciate all of your questions and your support, and we look forward to seeing you soon. Thank you very much.
Operator:
That concludes today's – this morning's call. A PDF version of the presenter's slides is available now for downloading from www.mhfi.com. A replay of this call including the Q&A session will be available in about two hours. The replay will be maintained on McGraw Hill Financial's website for 12 months from today, and for 1 month from today by telephone. On behalf of McGraw Hill Financial, we thank you for participating and wishing you a good day.
Operator:
Good morning and welcome to McGraw Hill Financial's Second Quarter 2015 Earnings Conference Call. I'd like to inform you that this call is being recorded for broadcast. All participants are in a listen-only mode. We will open the conference to questions and answers after the presentation and instructions will follow at that time. To access the webcast and slides, go to www.mhfi.com and click on the link for the quarterly earnings webcast. If you are listening by telephone, please note that there is a live phone option available to synchronize the timing of the webcast slides to the audio from your telephone. To do so, log in to the webcast, after completing the guestbook screen you will see two windows in the webcast viewer. Along the bottom of the left hand window, click the gear icon and select live phone from the list. A line will appear in the sound icon and slides will synchronize to the audio from your telephone. I would now like to introduce, Mr. Chip Merritt, Vice President of Investor Relations for McGraw Hill Financial. Sir, you may begin.
Robert S. Merritt:
Good morning and thanks for joining the call. Presenting on this morning's call are Doug Peterson, President and CEO; and Jack Callahan, Chief Financial Officer. This morning, we issued a news release announcing our acquisition of SNL Financial and a separate release regarding second quarter results. If you need a copy of the releases and financial schedules, they can be downloaded at www.mhfi.com. In today's earnings release and during the conference call, we'll provide adjusted financial information. This information is provided to enable investors to make meaningful comparisons of the corporation's operating performance between periods and to view the corporation's business from the same perspective as management's. The earnings release contains exhibits that reconcile the difference between non-GAAP measures and the comparable financial measures calculated in accordance with U.S. GAAP. Before we begin, I need to provide certain cautionary remarks about forward-looking statements. Except for historical information, the matters discussed in the teleconference may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including projections, estimates, and descriptions of future events. Any such statements are based on current expectations and current economic conditions and are subject to risks and uncertainties that may cause actual results to differ materially from results anticipated in these forward-looking statements. In this regard, we direct listeners to the cautionary statement contained in our Forms 10-K's, 10-Q's and other periodic reports filed with the U.S. Securities and Exchange Commission. I would also like to call your attention to a European regulation. Any investor who has or expects to obtain ownership of 5% or more of McGraw Hill Financial should give me a call to better understand the impact of this legislation on the investor and potentially the company. In addition, we recently published the company's new 2015 Investor Fact Book, which can be downloaded from our website. If you'd like a hardcopy, let us know. We're aware that we do have some media representatives with us on the call; however, this call is intended for investors. And we'd ask that questions from the media be directed to Jason Feuchtwanger in our New York office at 212-512-3151. At this time, I'd like to turn the call over to Doug Peterson. Doug?
Douglas L. Peterson:
Thank you, Chip. Good Morning, everyone, and welcome to the call. We have two topics to cover with you on this call, the SNL Financial transaction announced this morning and our second quarter earnings. We're creating a compelling combination with the addition of SNL. So let's start with the transaction. Before I go into more detail, let me first give you some history. Shortly after I became CEO, we conducted a rigorous analysis of the markets we serve to define investment priorities and an acquisition wish list. For potential acquisitions, we analyzed quantitative factors such as financial performance and market size, as well as qualitative factors such as strategic fit, strength of management team, and cultural alignment. Our assessment identified SNL as a leading potential partner for MHFI and we began to explore the possibility of purchasing the company. Once we started interacting with (sic) SNL, we were quickly impressed with the people at SNL, in particular its talented and dynamic senior leadership team, led by Mike Chinn. We became even more convinced that a combination of the two companies offered a very attractive opportunity to create long-term shareholder value and with S&P Cap IQ and Platts, we are in a unique position to add SNL to our portfolio in a very complementary way. As many of you know, SNL is a leading provider of sector-specific market data, news and analytics for the financial institutions, real estate, insurance, media, energy, and metals and mining sectors. The company has increased organic revenue in the low-to-mid teens each year over the past decade. Its subscription business model, coupled with its strong renewal rates, is a great fit for McGraw Hill. We see exceptional opportunity to this combined company to further penetrate core customer segments, expand into new geographies and strengthen common core capabilities in data, technology and market approach. This is a compelling acquisition for five key reasons. There's unique fit with clear synergies with S&P Capital IQ and Platts. There is a common industry footprint especially in areas like banking and insurance where we can deepen our expertise. There's a proven growth engine, having delivered organic revenue growth in the low-to-mid teens. There are clear revenue and cost synergies, and there are sound transaction fundamentals. And Jack and I will cover all five in more depth today. SNL has a well-diversified customer base including investment banks, commercial banks, insurance companies, asset managers, corporations and government entities. Through this acquisition, we add two newer information businesses in adjacent sectors, real estate and media. SNL's products are commonly cited as best-in-class and must have by its customers due to the combination of differentiated content, proprietary analysis and deep sector coverage. Their products are embedded in the workflow of their user base with tools that have been customized to users' needs over time. For example, over the past 28 years, SNL has built strong relationships with over 75,000 users and its 5,000 customers. You'll note in the pie chart on the top right of this slide, that 91% of SNL's revenue is in the Americas. We believe that expanding SNL's global reach is one of the most attractive immediate opportunities. SNL has sector-specific expertise in five different industries; financial institutions, energy, metals and mining, real estate, and media and communications. Currently, financial institutions and energy are the two largest sectors. SNL's well-diversified customer base gives MHFI a stronger presence in banking and insurance. The company has expanded usage outside of its traditional investment banking customer base in recent years. Users leverage SNL for traditional M&A analysis. For example, the company has a widely used bank merger model, but their capabilities run far deeper. Additional popular use cases for the FIG product include branch mapping and competitive benchmarking. In the energy space, SNL monitors over 9,000 power plants, 100 gas utilities, 120 interstate pipelines, and 2,500 renewable energy plants. SNL tracks ownership and production data in over 80,000 mines across 60 countries in the metals and mining group. And in real estate, SNL has data on 140,000 commercial and residential properties globally. With each new market that SNL has entered, they deployed the same model of combining differentiated analytics with unique content and deep sector coverage. This timeline depicts SNL investments over the last decade. From its roots in providing sector-specific information and data on financial institutions, it was expanded into new sectors. In 2004, SNL entered the energy information market through an acquisition and has built an incredible franchise in power, coal and natural gas. Between 2012 and 2014, they launched their metals and mining platform with two acquisitions, and are beginning to get traction on those investments. They added especially valuable mine-level production data to its metals and mining practice with the acquisition of IntierraRMG in 2014. SNL started developing its European financials product in 2009. The product was launched in 2011 and is showing strong growth rate. This, in addition to similar FIG products for Asia and Latin America, represent an attractive opportunity for future value creation given the large and growing market. SNL added depth and diversification to its financial institutions platform when it acquired the insurance specialty company Highline Data in 2011. The company has a number of investments underway, and it's best to think about their businesses falling into two buckets; established businesses and developing businesses. On the left of this slide are a set of businesses with low-to-mid teens organic growth rates and margins in the 30%s. On the right are developing businesses, which are in investment phases and expected to turn a profit by 2017. This results in an aggregate margin in the 20%s.We believe SNL has the ability to continue to grow revenue and expand margins on its own, but together we think that the opportunity for growth are more substantial. The combination of SNL and McGraw Hill Financial will slightly modify our revenue mix. Adding SNL to our portfolio will increase the analytic, data and research revenue of McGraw Hill Financial from 33% to 36% and increase our recurring revenue from 60% to 62%. It wasn't that long ago that SNL's customer base was concentrated in the investment bank sector. They've systematically built products and verticals to provide attractive and compelling data solutions. In the pie chart in the upper left hand side of this slide, you can see SNL's customer diversification. SNL now serves all leading bulge bracket, regional, boutique investment banks in the United States, over 600 investment managers around the world, all of the largest 75 U.S. commercial banks, all 25 of the largest P&C and life insurance companies in the United States, and an array of the largest and most prestigious consulting companies, media companies, power utilities and mining companies. One of the most impressive qualities of SNL is its laser focus on data quality. SNL has a stellar reputation for sector-specific data accuracy and fast turnaround. And they have leveraged this successful operational model, as they've expanded into each new industry vertical. Now before I hand it to Jack, let me tell you again how impressed we've been with SNL overall with Mike Chinn and the leadership team specifically. The team has built an impressive company with a lot to be proud of, and we look forward to working together to build an even brighter future for McGraw Hill Financial. And now, let me turn it over to Jack who'll provide more details on the transaction.
Jack F. Callahan, Jr.:
Thanks, Doug, and good morning to everyone on the call. As Doug mentioned, SNL is a proven growth engine that will be additive to McGraw Hill Financial's future performance. The company has delivered mid-teens revenue growth for over a decade, driven by organic growth in the low-to-mid teens, complemented by selective acquisitions. The revenue model is highly stable, as it is a subscription-based business with high renewal rates and clear future revenue visibility, much like our S&P Cap IQ and Platts businesses. Furthermore, the upfront receipt of cash before the subscription period begins results in minimal working capital requirements. In 2015, we expect revenues of around $255 million and margins over 20%, which includes five points to six points of investment in the developing businesses that Doug just reviewed. Given the unique fit of SNL into McGraw Hill Financial, we have identified significant synergies, both cost and revenue based. We have built $70 million of EBITDA benefit in the financial plan that should be realized over the next four years by 2019. I will provide more detail on these synergies in just a moment. There's also a tax benefit associated with the basis step-up that has an NPV of approximately $550 million, which has an economic impact on the valuation. Relative to the earnings per share, for the first full year of operation in 2016, we anticipate accretion on a cash basis excluding transaction-specific amortization. On a GAAP basis, we expect the transaction to be accretive in 2018. As I just mentioned, SNL was a proven growth engine, delivering mid-teens growth over the last few years. Their established businesses are growing approximately 10% with margins over 30%. Their developing businesses, global expansion of their leading financial institutions product line, the build-out of the metals and mining product line, and selective software for U.S. banks and insurance companies are all expected to be profitable in 2017. As these developing businesses become profitable, overall margins in the business should strongly improve. This attractive margin profile will be further strengthened by synergies. The combination of SNL and McGraw Hill Financial provides significant revenue and cost synergies for SNL, and both our S&P Capital IQ and Platts businesses. With S&P Capital IQ, we see opportunities to deepen penetration in commercial banking, insurance and corporates. This includes a terrific opportunity to accelerate international growth for SNL's leading financial institutions products, leveraging the commercial reach of McGraw Hill Financial. In addition, we see incremental opportunity by developing new products that leverage capabilities in core sectors including risk management products for banking and insurance. With Platts, the opportunity exists to build out the combined energy and commodity platforms. The SNL products of energy focus largely on utilities and natural gas. In metals and mining, match up well with Platts' capabilities in these areas. In energy, there is an opportunity to expand internationally, leveraging the recent Platts acquisition of Eclipse. Furthermore, there are clear opportunities to introduce new products, especially in oil, leveraging the deep expertise of Platts. There are also greater opportunities to build out joint capability vertically in these commodity sectors by providing end-to-end information offerings covering price assessments, fundamental research and supply/demand analytics. Finally, SNL adds scale and leverage to our data and technology operations, which will enable us to drive efficiencies and add new opportunities to enrich existing product offerings. Let me provide a bit more color on the data-related opportunity. SNL adds considerable capabilities in data collection, analysis and research with addition of 2,000 employees in key offshore locations. The combined capabilities of both companies will have approximately 7,200 employees primarily in locations that can attract well-trained analytical associates at a reasonable cost. This is a terrific asset to power future growth. The total synergies built into the $70 million of EBITDA by 2019 are roughly half cost related and the balance revenue related. The revenue synergies assumed over the medium term are fairly straightforward, as McGraw Hill Financial will work with SNL to extend their global reach. Quite simply, no other billion-dollar-plus acquisition that we have reviewed since the formation of McGraw Hill Financial has offered such a clear synergy opportunity, both over the medium term and longer term in new product development and customer relevance. The clear synergy is a significant consideration into the overall valuation of the business that supported the purchase price. There are several other important items to consider as part of the valuation. As Doug and I have both discussed, the current profitability of the business is impacted by investments in the developing businesses, which are growing rapidly but are not yet profitable. We evaluated these investments in great detail and are comfortable with the ramp rates of profitability by 2017. The valuation needed to provide a return on these investments, which included multiple acquisitions over the last four years to five years. There is also considerable value from the tax basis step-up, which on a net present value basis is worth approximately $550 million. Lastly, with the upfront cash receipts exceeding revenue, the cash basis on which evaluation is based is roughly a year ahead of GAAP EBITDA. If you take into consideration the economic impact of a tax step-up, the value of this transaction is approximately $1.7 billion. As we move past the investment cycle that is nearing an end and consider that cash flow was roughly a year ahead of EBITDA, we view the price of this transaction as having a mid-teens multiple on 2017 cash flow before the impact of synergies. Longer term, the synergies across SNL, S&P Cap IQ and Platts provide a terrific opportunity for significant shareholder value creation. Financing of the transaction should be relatively straightforward given our strong balance sheet and the success of our recent bond offering, which reintroduced McGraw Hill Financial to the fixed income investor. This acquisition will be funded by a combination of approximately $525 million of cash on the balance sheet and $1.7 billion of new debt. A committed bridge financing of $1 billion combined with our existing credit facility of $1.2 billion will provide additional flexibility through closing. Post deal, we anticipate 1.6 times pro forma leverage, which provides ongoing flexibility in returning capital to shareholders through share repurchase and dividends, and pursuing future growth opportunities while maintaining an investment-grade rating. Our approach to integration will be to have SNL's CEO, Mike Chinn, report directly to Doug. Mike and his executive team are based in Charlottesville, Virginia, and we are committed to that location over the long term. Initially for financial reporting purposes, we will report SNL as part of S&P Cap IQ, but that may evolve over time. We expect immediate areas of focus to include pragmatic integration of corporate, data and technology capability, as well as sales force training on this enhanced product line. Let me summarize by saying that SNL has a unique fit to McGraw Hill Financial, adding sector-specific depth and overall scale. It is a proven growth engine with compelling revenue and cost synergy opportunities across both S&P Cap IQ and Platts. We believe that McGraw Hill Financial is the right owner for SNL. Now, let me hand the call back over to Doug to discuss our second quarter results.
Douglas L. Peterson:
Thank you, Jack. And as I've said in the past, we're aligned around four very important themes to drive growth and performance, and create value, strengthening our customer and stakeholder engagement, accelerating our international growth, sustaining our margin expansion and maintaining discipline in capital allocation, and fostering a robust risk and compliance culture to manage and mitigate risk throughout the company. As you just heard, the acquisition of SNL today fits very well with these themes. Now let's turn to the second quarter and I'm pleased to report solid results. The company delivered increased revenue despite unfavorable foreign exchange rates and decreased issuance outside of the United States, continued margin expansion with a 450 basis point improvement in adjusted operating profit margin, a 17% increase in adjusted diluted EPS to $1.21, strong year-to-date free cash flow of $621 million excluding the payments of legal settlements, issuance of $700 million of new 10-year notes as we re-entered the capital markets for the first time in eight years, increased capital return with repurchase of 2.6 million shares year-to-date, new additions to the portfolio with purchases of NADA Used Car Guide in J.D. Power and Petromedia in Platts, and continued productivity efforts across the company, which Jack will review later in the call. Now let's take a closer look at the second quarter results. Revenue increased 3%, but excluding the impact of foreign exchange, revenue increased 6%. Adjusted operating profit increased 16%. While geopolitical concerns negatively impacted issuance in our ratings business, adjusted operating profit increased across the entire portfolio. Progress on productivity initiatives resulted in a year-over-year decline in adjusted expenses. These initiatives have been focused on de-layering the organization, driving process efficiencies and improving productivity. Of note, on Friday, we will close the door on our former Midtown headquarters as the last wave of employees relocates to our downtown Manhattan operating center at 55 Water Street. Productivity actions led to an adjusted operating margin increase of 450 basis points and adjusted diluted EPS increase of 17%. Standard & Poor's Ratings Services reported its second highest revenue ever, but due to unfavorable changes in FX and weak issuance outside the United States, did not exceed the second quarter of last year. Every other business segment delivered year-on-year revenue growth. Now, let me turn to the individual businesses and I'll start with Standard & Poor's Ratings Services. In the quarter, revenue decreased 1%. Excluding the negative impact of foreign exchange, revenue increased 3%. Adjusted operating profit grew 7% and the adjusted operating margin increased 370 basis points to 50%. While revenue was negatively impacted by FX, it has less of an impact on operating profit. S&P Ratings Services continues to make progress improving margin. Reduced head count from recent restructurings and lower incentive costs were the primary contributors to this quarter's margin improvement. In addition, ratings continues to implement a process re-engineering program called The Way We Work (25:17). Legal expenses were significantly lower. However, this was offset by costs associated with Dodd-Frank implementation, as we continue to invest in people and technology. Transaction revenue increased from 49% to 50% of total revenue. Non-transaction revenue decreased due to the effects of a strong dollar. Excluding the impact of FX, non-transaction revenue increased 3% due primarily to annual fee growth. Transaction revenue grew 4% excluding the impact of foreign exchange. This is a result of the record U.S. public finance issuance and strong U.S. investment-grade issuance paced by a number of large M&A transactions. When we look at second quarter issuance in the U.S., it was driven by a 20% increase in public finance, as call options on strong 2005 issuance are being refinanced and a 30% increase in investment-grade issuance. U.S. structure finance issuance in total was unchanged with a 53% increase in CMBS and an 18% decrease in structured credit, which is predominantly CLOs. In Europe, issuance decreased in almost every category. RMBS was the notable exception. Concerns about Greek debt, slowing growth in China and dramatic volatility in German sovereign debt along with a very, very low cost bank liquidity all combined to dampen bond market activity outside the United States during the quarter. In Europe, investment-grade debt issuance decreased actually 33% and high-yield debt declined 54%. Structured issuance decreased 7% with RMBS being the primary area of strength. Not depicted on this chart is issuance from other parts of the world, which collectively, excluding sovereigns, declined over 50%. Now let me turn to S&P Capital IQ. Revenue grew 6% with consistent growth globally, adjusted segment operating profit grew 37%, and adjusted operating margin increased 520 basis points to 22.9%. Capitalizing on past investments, the margin improvement is the result of product enhancements to deliver revenue growth coupled with tight cost control. In fact, head count increased less than 1% year-over-year. And excluding the impact of FX, revenue increased 7% and expenses only 3%. Let me add a bit more color on growth in the three business lines of S&P Capital IQ. S&P Capital IQ Desktop and Enterprise Solutions revenue increased 7% primarily as a result of low-teens increase in desktop revenue driven by a similar increase in users. S&P Credit Solutions revenue increased 6% due primarily to growth in RatingsXpressand RatingsDirect. In the smallest category, S&P Capital IQ Markets Intelligence revenue decreased 4% overall. Strong growth in Global Market Intelligence and Leveraged Commentary & Data, however, was offset by declines in Equity Research services. Turning to S&P Dow Jones Indices, this business delivered an 11% increase in revenue due to ETF, mutual funds, data license and derivatives revenue, which all increased. Operating profit increased 16% and the operating profit margin increased 250 basis points to 64.6%. During the quarter, we introduced 64 new indices, many in the fixed income space and the net of new ETFs based upon our indices were launched. ETF's asset under management associated with our indices increased 10% to $792 billion versus the end of the second quarter in 2014. Please note that while our year-over-year growth was meaningful, this AUM decreased from the record $832 billion at the end of 2014, and the ETF flows moved to products offering European and non-U.S. exposure. One of our fastest growing categories has been the products based on our smart data indices. AUM in these products increased 55% year-over-year to $133.6 billion. This next slide depicts two charts that should help you understand year-to-year ETF industry flows. In the chart on the left, you see that the AUM linked to ETFs, based on our indices, has declined recently. While the year-over-year comparisons are still positive, AUM has declined since the end of 2014. The chart on the right shows that inflows into passively managed ETFs continue to be robust. In fact, while down sequentially, the industry experienced record first half flows of $146 billion. Unfortunately, compared to recent quarters, the percentage of flows directed to products based on our indices has declined. We view this as temporary, as investors move into global products. During the quarter, we launched the flagship of our fixed income indices, the S&P 500 Bond Index. This is the first index that tracks the debt of the S&P 500 companies and the first to be priced in real-time throughout the day. We divide the market value of the bonds and with the maturity requirement of greater than one month, we anticipate that the S&P 500 Bond Index will be liquid enough to also serve as the basis for potential ETF and structured products. The S&P 500 Bond Index currently tracks the debt of 430 S&P 500 companies, reflecting over $3 trillion in debt outstanding. At the launch, we published more than 20 years of daily historical data on the S&P 500 Bond Index. We'll round out this offering with multiple S&P 500 Index variations based on duration, rating and sector. Examples include the S&P 500 AA Investment Grade Corporate Bond, the S&P 500 Five-Year to Seven-Year Investment-Grade Corporate Bond Index, and the S&P 500 Utilities Corporate Bond Index. And finally, as you know, we have formed a number of unique and dynamic alliances with exchanges in various markets since 1998. This quarter, we signed an agreement with the BM&FBOVESPA, designed to create and launch new co-branded Brazilian equity indices. In addition, we have signed an agreement with the BMV, the Mexican Stock Exchange, incorporating all of BMV's indices, including their flagship index, IPC, the broadest indicator of the BMV's overall performance. In the Commodities & Commercial Markets segment, revenue grew 7%, with organic growth of 6% excluding the Eclipse acquisition. This was led by high-single-digit revenue growth at Platts. Adjusted segment operating profit grew 15%. Adding together the solid revenue growth and tight cost control, the adjusted operating margin increased 270 basis points to 37.8%. J.D. Power delivered low-single-digit revenue growth by double-digit revenue growth from the PIN information network – the Power Information Network, and modest growth in the U.S. auto sector. Revenues in Asia were negative, as growth in the China market moderated and Japan revenue declined. Platts continued to deliver strong results while building for the future. Platts demonstrated resiliency, delivering high-single-digit revenue growth despite continued low commodity prices. Platts' results, while quite strong, would have been even stronger except that several major banks have withdrawn from the commodity space and upselling new products have been difficult in this low oil price environment. Metals, Agriculture and Petrochemicals continued to deliver the highest revenue growth rates, and Global Trading Services increased primarily due to license revenue from The Steel Index derivative activity and record eWindow trading volumes. Petromedia is a small but interesting tuck-in acquisition for Platts. Through a product named Bunkerworld, Petromedia provides pricing, news and analytics for the global marine fuel market. Bunker makes up 70% of the cost of chartering a ship and is therefore a critical price component for the industry. The other main product is Ocean Intelligence, which provides credit reports for the bunker industry and adds to Platts risk management offerings. The highlights of the quarter for J.D. Power was the acquisition of the NADA Used Car Guide. This is the premier source of used car value benchmarks. This acquisition fits well with J.D. Power's PIN business, as both generate essential pricing benchmarks and analytics. This subscription-based business with more than 30,000 business customers expands J.D. Power's offerings in the U.S. automotive OEM, retailer, financial services and insurance markets. This final slide shows examples of how different sectors utilize this reliable used car benchmark data in their businesses. With that I want to thank you for joining the call this morning and now I'm going to hand it over to Jack Callahan, our Chief Financial Officer.
Jack F. Callahan, Jr.:
Thanks, Doug. I know this has been a longer call this morning than our norm, so I just want to briefly add some color on several items related to the second quarter financial performance, the balance sheet and the impact of the SNL acquisition on our 2015 guidance and then we'll open it up to your questions. First, I will recap key financial results and review certain adjustments to earnings that were recorded in the quarter. Let's start with the second quarter income statement. Overall, these were very good results especially the continuing progress in margin improvement. Revenue grew 3% despite the continuous headwinds from foreign exchange which reduced our growth rate by about three points. Adjusted consolidated operating profit grew 16% with all four business units contributing to this growth. Operating margins were over 41%, up 450 basis points from a year ago. This is the highest quarterly margin achieved since the formation of McGraw Hill Financial. Revenue growth combined with progress on our productivity initiatives contributed to this significant step-up. While foreign exchange had a negative impact on revenue we had had almost no impact on adjusted operating profit for the company as a whole due to the offsetting impact to expenses. Adjusted unallocated expenses decreased 22% as the prior period had cost associated with the sales of certain assets. The tax rate on an adjusted basis was 32.3%; for the balance of the year we continue to guide below a 33% rate. Adjusted net income increased 17%, and adjusted diluted earnings per share increased 17% to $1.21 versus the toughest comparison from 2014. The average diluted shares outstanding decreased by almost 1.5 million shares versus a year ago, as share repurchase activity offset the diluted impact of shares granted for equity related compensation. Now, let me turn to adjustments to earnings, to help you better assess the underlying performance of the business. In total, pre-tax adjustments to earnings from continued operations resulted in a $30 million gain during the quarter. This consisted of $41 million in net settlement related insurance recoveries, a gain of $11 million related to the sale of a legacy construction business asset and $22 million of restructuring charges as the company continues to de-layer and streamline operations. Now, I'll turn to cash flow and the return of capital. Our year-to-date free cash flow was a negative $988 million. However, once the payments associated with legal settlements are excluded, to get a better sense of our underlying cash generation from operations, year-to-date free cash flow was a positive $621 million. That puts us well on our way to full year 2015 guidance of greater than $1.1 billion. During the quarter, the company stepped up its share repurchase program and bought 1.6 million shares bringing the year-to-date total to 2.6 million shares. The share repurchase program remains an important component of our overall capital allocation, and we anticipate continuing to selectively repurchase shares under our remaining share repurchase authorization of 42.9 million shares. Now, let's turn to the balance sheet. As of the end of the second quarter, we had $1.7 billion of cash and cash equivalents, of which approximately 70% was held outside the United States. Our cash position was augmented with the issuance of $700 million of 10-year notes in May. This was the first bond offering by the company since 2007 and we were delighted with the strong interest from investors in the attractive 4% coupon. We used some of the proceeds from these notes to pay down the short-term debt that we incurred during the first quarter. And during the quarter we completed the refinancing of our $1.2 billion credit facility. At the end of the quarter, we had approximately $1.5 billion term debt. As a result of the SNL acquisition, as we discussed earlier, we currently anticipate issuing $1.7 billion of long-term debt to fund the transaction and we anticipate completing the financing ahead of projected closing. Once completed, this would bring our total debt to approximately $3.2 billion or 1.6 times EBITDA. The unique fit of SNL combined with the smaller acquisitions of NADA Used Car Guide by J.D. Power and Petromedia by Platts, all strengthened the McGraw Hill Financial portfolio and will contribute to sustained growth. In the context of 2015 guidance, and assuming that the SNL transaction closes towards the end of the third quarter, we anticipate that the deal to collectively add approximately $80 million to $90 million of revenue over the balance of this year in the second half and SNL specifically have a dilutive impact to adjusted EPS of approximately $0.05 to $0.07. However, based on the strength of the quarter and our outlook for the remainder of the year, we will leave adjusted EPS guidance unchanged at $4.35 to $4.45. At this point, we would expect performance toward the higher end of this range. In closing, we continue to focus on creating growth and driving performance, building out the portfolio, improving margins and returning cash to shareholders. And today is truly a special day, as we look forward to welcoming over 3,000 associates of SNL Financial to McGraw Hill Financial. With that, we will now open the call to your questions.
Robert S. Merritt:
Just a couple of instructions for our phone participants. Please press star, one to indicate that you wish to enter the queue and ask a question. To cancel or withdraw your question, simply press star two. I would kindly ask you to limit yourself to two questions, that's two questions, in order to allow time for other callers during today's Q&A session. If you've been listening through a speakerphone but would like to now ask a question, we ask that you lift your handset prior to pressing star one and remain on the handset until your question has been answered. This will ensure better sound quality. Operator, we'll now take our first question.
Operator:
The first question comes from Alex Kramm, UBS. Your line is open.
Alex Kramm:
Yeah, hey, good morning, everyone. Hopefully you can hear me okay. I'm remote. But anyways, Doug, I guess, for you, I mean, you often described McGraw Hill Financial as a collection of benchmark businesses. So obviously, those are hard to purchase or hard to expand. So maybe can you just summarize to us how you think SNL can be one of those benchmark businesses or not. And then maybe specifically, you said part of this business will be part of Platts, or could be part of Platts over time. When I look at the customer base, it's really just financial companies and not really the core user base of Platts. So can you maybe talk about this a little bit because a benchmark company, I would assume some corporate users as well?
Douglas L. Peterson:
Well, thank you for the question. First of all, let me just mention that as we've been looking at our overall strategy, we focus on a combination of benchmark, of data, analytics and research. And all of these are different sorts of products which get embedded into the workflow of the users that we work with. So first of all, SNL really is a benchmarking business at heart. If you look at how they produce the information, the proprietary data, and the focus and attention to detail that they provide, it's very similar to what you would look at for a benchmarking business. They're not a traditional price or index or credit benchmark, but they serve as financial performance and operating performance benchmarks for companies and assets in our space. We do look at them in addition to – as your second part of your question about how they would enhance our business related to Platts. They've been building verticals in the mining space, in the energy market analysis. As an example, they've got industry forecast curves and proprietary daily spot market prices in the energy market. They have operational statistics on over 5,000 electrical utilities. They've got power plant unit level data. On the mining world, they've got profiles of statistics on all mining projects globally. They've got customized maps. They've got location data, company primary, commodity information, ownership information, et cetera. All of that is very similar to what Bentek does, and very complementary to Bentek and Eclipse in the natural gas space. And so we see a lot of excellent fits in ways that we'll be able to leverage their database and their relationship. So I think that we want to make sure that you get more and more data about who they are and who their customers are, but you'll see over time as you get a chance to learn about them, that they've diversified incredibly well beyond their traditional investment banking portfolio.
Alex Kramm:
Okay. Thank you. That's helpful. And then really just secondly for Jack. Maybe you can talk a little bit more about the – I guess the accretion as we think about 2016, and to some degree also from a mechanical and technical perspective. So if you're saying it's accretive on a cash basis, are you actually going to adjust your earnings next year to exclude amortization? Or will we still find this dilutive on a reported basis? And if so, how much dilution do you think you could expect next year from an EPS perspective? Thanks.
Jack F. Callahan, Jr.:
At this point in time I don't anticipate that we would exclude the amortization specifically relative to the transaction. However, we will point you towards to let you know what it is such that you can judge the cash accretion that we're forecasting for next year. So we will connect the dots there. I think we have some work to do to close this deal. We have to finalize some purchase accounting, so I would say on a GAAP basis next year the dilution for 2016, please this is the first pass (45:46) view of it, it's somewhere between $0.15 to $0.20. And we'll tighten up that range as we integrate this into our 2016 financial planning and future guidance.
Alex Kramm:
All right. Very helpful. Thanks again.
Operator:
Bill Bird, FBR Capital Markets, you're line is open.
Bill G. Bird:
Yeah. Good morning. The synergy numbers are quite large relative to EBITDA. I was wondering if you could just give us a sense of what's included in the synergies. Also, what's not included? And then how do you expect synergies to phase in between now and 2018? Thank you.
Douglas L. Peterson:
Let me start, Bill. This is Doug. Well first of all, one of the things we've been impressed with at SNL as we've gotten to know them is their ability to run a very tight operational shop and how they've got ways that we can work together, as Jack showed on that map, in their operating centers around the globe. And then second, as you saw from the chart, they've got 91% of their sales today are in the United States. And we have a sales force and penetration globally that we think that we can get a lot of synergies from there. But let me hand it over to Jack for some more detail.
Jack F. Callahan, Jr.:
Yeah. Two points, and maybe let me address maybe cost synergies first and then come back on revenue, because the case is built roughly 50-50. First on cost, I would – we came at the analysis not just looking at the costs of SNL, we looked at the costs across SNL, S&P Capital IQ and Platts. I think when you look across that cost base, the cost synergies that we assumed here are actually quite modest, and there's a lot of overlapping capability as it relates to technology, in some cases data, et cetera. So I think you need to say from a cost point of view (47:43) take a more holistic view of it. Secondly in terms of revenue, there's both near term, what's called medium term and longer term revenue synergies. Some of the more medium term are taking the great products they've already developed, like their global FIG product, and we just have a much greater sales force coverage than what SNL has today. In collective, we just have more feet on the street to kind of expand that, to accelerate their global build out. And then longer term, we gave and we talked. There's a lot of new product development opportunity that's quite exciting both maybe in more traditional S&P Capital IQ space but also as Doug was just mentioning with Platts in terms of the mutual areas of capability that we built out there.
Bill G. Bird:
And then a question on the phasing in, how it may phase in between now and 2018.
Jack F. Callahan, Jr.:
I mean traditionally, as you'd expect, the cost synergies are a little bit more forward weighting between now and – we have pointed to $70 million by 2019. We may get a little bit more benefit on the revenue side a little earlier because of the opportunities to just kind of take their existing product line through our sales force. And in terms of the specifics for 2016, we'll give you more guidance on that when we do it in the context of our full outlook for next year, towards the end of this year or early next.
Bill G. Bird:
Thank you.
Douglas L. Peterson:
Thank you.
Jack F. Callahan, Jr.:
Thanks Bill.
Operator:
Andre Benjamin, Goldman Sachs. Your line is open.
Andre Benjamin:
Thank you. Good morning. First question. I know you're just getting your hands around this large deal, but I was thinking, what does this mean for incremental M&A, which you mentioned you may continue to do. How we should think about areas of focus? Should we expect you to do some other things like continue to build the index business more organically like you've been doing. Then if you were to do a deal, how high a leverage you would be temporarily willing to go for that deal.
Douglas L. Peterson:
Andre, good morning. Thank you for the question. We continue to believe we have flexibility to pursue what we've always described before as our asset allocation between investing in organic growth, smaller tuck-in acquisitions, continuing to pay our dividend and also repurchase shares. We, as I mentioned earlier, we're focused on benchmark businesses, in particular, how we can also enhance those with high quality data and research businesses. So we hope that we can continue to do small transactions like the other ones that we announced this quarter with Petromedia and NADA Used Car Guide. And so it's our goal to continue to add to the portfolio high quality properties over time, but in the sense, we also want to keep a level of leverage so we're also able to always pay our dividend and repurchase shares.
Andre Benjamin:
And then on the core business, I know you mentioned that you were having some challenge in the Platts business from some banks pulling back. Any color on exactly how much of a headwind that was, just color, I apologize if I missed it. And more importantly, do you have any visibility into how many more may follow that trend going forward?
Robert S. Merritt:
Yeah, I wouldn't refer to it as a challenge. I mean Platts had a great quarter, so I would not put it in that context at all. We probably lost a point or two of growth off of what we otherwise would have had because of some of the banks pulling out of commodity space, and a couple of small factors going out of business. But great quarter, and with oil prices the way they've gone so directly south, it's kind of amazing how little Platts has been impacted.
Andre Benjamin:
Thanks.
Operator:
Joseph Foresi, Janney Montgomery Scott, your line is open.
Joseph D. Foresi:
Hi. I was wondering if you could talk about the pricing structure of the SNL acquisition and how you feel pricing power there relates to what you're seeing in Capital IQ?
Jack F. Callahan, Jr.:
You know I think we've been very impressed with the must-have capability of what SNL offers its customer set and the very sector specific data and analytics that they provide. I think they, over time, they have realized reasonable pricing improvements over time and I suspect that will continue. But I think that – I wouldn't point to anything unusual about pricing. I think it's more what we work on across both our S&P Cap IQ business and Platts. So I think it's very similar.
Joseph D. Foresi:
Okay. And then if I could just get some comments on Europe and the issuance market there and your thought sort of as we head towards the back half of the year. Thanks.
Douglas L. Peterson:
Yeah. So Europe has continued to be incredibly weak. There's a combination of factors that I mentioned earlier, the volatility that we saw earlier in the year with the German yields. We also saw some of the negative interest rate issuance, et cetera. We haven't seen too much of a rebound in Europe in this July, although there have been a few reserve Yankee bonds, which have gone to the market in a few financial institutions. But overall Europe investment grade was down 33% and the investment-grade corporates were down 33% in the second quarter. Financial institutions were down 40%. Total Europe was down over 40% and the rest of the world was down 54%. So we saw very strong issuance in the U.S. and investment grade was up almost 30%, although non-investment grade in the U.S. was down 8.9%. So as I've already said every quarter when we have these calls and when I meet with investors is that we don't know what each quarter is going to bring and we have a longer term forecast that, I think, was a combination of refinancing with global growth, with a belief that we have – that Europe will continue to move from a banking market to a capital market overall. In a long run, we will see growth in issuance but we do see quarter-by-quarter a lot of volatility.
Joseph D. Foresi:
Thank you.
Operator:
Doug Arthur, Huber Research, your line is open.
Douglas M. Arthur:
Yeah, thanks. Jack, I think you mentioned or Doug that the organic growth trend at SNL has been low-to-mid teens. Can you break that down between sort of how much of that growth is a function of the new verticals they've gotten into? Or another way of asking the question is what's the organic growth of the very established products? Are they slowing or are they also growing at a mid-teens level? Thanks.
Douglas L. Peterson:
Chart in the deck.
Jack F. Callahan, Jr.:
There's a chart in the deck that, I think, kind of lays it out over the last few years, I think back to 2012. So on a compounded basis, including the forecast for 2015, the established businesses have been growing around 10%. And then the developing businesses have been growing, I think it's 70%...
Douglas L. Peterson:
70%, yeah.
Jack F. Callahan, Jr.:
CAGR over the last few years for an all-in CAGR of around 16%. Now on the established side, it's really a combination of both organic investment combined with selective acquisitions. So you should view the developing business as a combination of both internal investments that they've made combined with some of these acquisitions. And if you look at the timeline, you can see they've been pretty active the last few years adding to the mix.
Douglas L. Peterson:
It's on slide 16.
Douglas M. Arthur:
Okay. So just to clarify, the organic growth has included the impact of the small tuck-ins.
Jack F. Callahan, Jr.:
No. Let's break it apart. I think if you kind of go within the established businesses – I mean the developing businesses, some of that's been internal investments, some of that's been acquisitions. So depending on the year that's why we kind of classified over a longer term timeframe there a growth of either low-teens to mid-teens depending on the year.
Douglas M. Arthur:
Okay. Okay. Thank you. I'll go back and take a look at it. Thanks.
Operator:
Denny Galindo, Morgan Stanley. Your line is now open.
Denny L. Galindo:
Hi, there. Good morning. I had a quick one just on the quarter on Capital IQ margins were very strong – it looks like the best since 2012 or so. And I wanted to get a feeling for whether there was any kind of one-time-ish benefit from here, whether it was kind of mix-driven. I know that some of your lower profit pieces of that segment have been declining whereas some of the other ones are growing. Or any other kind of one-time issues that might have driven that margin expansion and can we expect it to continue?
Jack F. Callahan, Jr.:
Yeah. First of all, in terms of we have been doing some selective restructuring in that business and also the team there has done a nice job of sort of re-sequencing on, I think, some of the investments that were underway in the business. And I think that's starting to have some real benefits. I would say though, the margin, close to – there is a little bit of an impact in their margins in Cap IQ from forex. Just about all of their revenue is dollar denominated based and so from an expense point of view, we are benefiting from forex particularly in the pound and the euro. So a little less than half is forex, but the rest is just good performance in terms of expense management.
Denny L. Galindo:
Okay. And then lastly, this SNL is really more of a sector-specific data platform. And actually some of the more general platforms have also been going to providing more sector-specific information. Is this kind of a trend in the industry that everyone's going to have their own sector-specific platform instead of the more general one-size-fits-all platforms or do you think it's just additive or maybe you could just talk about that trend?
Douglas L. Peterson:
Well, let me – from the point of view of the trend, I think that what – we find what our users and customers are looking for is depth, and depth of knowledge, depth of data, time series, being able to go back for a long time to be able to understand the kind of data need. As an example, not related to SNL, but when we launched the S&P 500 Bond Index, we put in 20 years of back data on this kind of transaction. So what I would look at is that the type of data and analytics that are required more and more in the market is sophistication. And to have that kind of sophistication, we need to have depth and data and industry-specific information that something like SNL has. So I think SNL has been a leader in this area as well as some of the other McGraw Hill Financial businesses, and you should expect to see this kind of activity from a lot of different companies.
Robert S. Merritt:
Operator?
Operator:
Our next question comes from Peter Appert, Piper Jaffray, your line is now open.
Peter P. Appert:
Thanks. So, Doug, it looks like S&P's revenue growth maybe is lagging a little bit relative to some of the peers or relative to the overall industry. Do you have any bridge in terms of why that differential may exist?
Douglas L. Peterson:
So when I've looked at this in a couple of different ways, the main driver of differential in growth is in the United States and it's in the structured finance markets, specifically. If you look at the issuance during the second quarter, as I went through them, the largest growth in the United States was in the investment-grade corporates and in public finance, which we continue to perform very well in. And then the only sector where there was growth in the United States in structured finance was in CMBS. And as you know, we are temporarily not involved in conduit/fusion in CMBS and that's the main differentiating factor that we've seen when we look at our competitors.
Peter P. Appert:
Got it. Thank you. And then on the margin side, the progress at S&P has obviously been very impressive. Can you talk about how far along we are in the margin improvement story? Are most of the gains baked in at this point or is there more to come?
Douglas L. Peterson:
We're going to continue to work as much as possible on that, although we continue to invest in people and technology. We think that it's important that we automate and update our systems such as our processing systems, I mentioned The Way We Work (61:35), Dodd-Frank. We're also ensuring that we have high-quality publication and publishing systems so that we think that we're very, very pleased with the performance and with the improvement in the margins. We will continue to attack those margins through every different lever we have. But on the other hand, we want to continue to invest to have the highest quality and very high-quality risk management when we look at the way we manage the company. So we're pleased, we think that there should continue to be more progress, but we don't want to overpromise, either.
Jack F. Callahan, Jr.:
And, Peter, I want to add, just as a reminder, is this was a good revenue quarter, so there is the importance of revenue leverage in the margin. So I think while 50% margins are quite attractive, I'm not sure I'd straight-line that, particularly the third quarter, which traditionally is a little bit lower in revenues, but we're overall extraordinarily pleased with the solid progress we've made there.
Peter P. Appert:
Thank you.
Operator:
Tim McHugh, William Blair, your line is now open.
Timothy J. McHugh:
Yes. I guess, just another question on SNL, the differentiation, I guess. Can you help us just for those less familiar with the product, I guess, how is the data different than what people can get through other kind of data providers or is it more the research and kind of analysis layered on top of the data that's really, I guess, the differentiating point as SNL goes to market here?
Jack F. Callahan, Jr.:
Well, this is Jack. I'll take a start and then maybe Doug can add on. I mean I think what's different is if you kind of compare it with S&P Cap IQ, which has sort of broad coverage, SNL has really grown up very sector specific with deep, deep expertise in financial institutions and that's where they really have perfected their model and then what they have by building off that depth, they then have kind of taken that model, then expanded it to other significant industry types that then have provided them the growth. And they're still in the middle of this expansion and investment phase. That's why we're very excited to work with them now to leverage the great progress they've made in taking their financial institutions product globally and we want to work with them with the Platts and the investments they've made in energy and metals and mining, it's kind of collectively continued to build out that very sector-specific deep insight. And they provide some tools that, back to Doug's earlier point about getting all the way down to workflow, that actually will be simplified as far as some of – even simplifying some of the regulatory requirements – some of the regulatory requirements for some of the commercial banks. So they're very, very deep and very much linked into the workflow of their clients.
Douglas L. Peterson:
Let me just add as an example in the bank area where they started and the kind of discipline that they're now moving into their other vertical. So if you were to look at the United States banking market, they have detailed information about every branch of every bank in the United States. They can look at the proximity of the different branches and overlap analysis. They can have an analysis of bird eye views and satellite. They can map it. They can look at the markets and the market demographics of every branch. They can look at deposit concentration and deposit growth. They can then add into that deposit rates, auto rates, mortgage rates, asset quality, demographics, et cetera. And so that's the kind of information which is unparalleled, as they built up in that kind of a market and they've taken that expertise and that approach to managing and gathering data and then distributing that, which is a combination of proprietary data mapped with some third-party data so that they really provide something that is quite unique. And they've moved that into other markets and it's very complementary to both S&P Capital IQ and Platts, as we've said.
Timothy J. McHugh:
Okay. Thank you. And as we think about, I guess, the core part of SNL, the growth, 10% growth, I guess, over the last few years, do you have any sense that you can give us for how much of that is price versus customer growth, versus selling additional products to the established customer base?
Jack F. Callahan, Jr.:
I think it would be premature to get into that a little detail on this call, but it's been a combination of both extending their reach and some fair realization on pricing.
Timothy J. McHugh:
Okay. Thank you.
Robert S. Merritt:
Thanks, Tim.
Operator:
Bill Warmington, Wells Fargo, your line is open.
William A. Warmington:
Thank you and congratulations on the SNL acquisition. Their accuracy guarantee is famous. So one question I wanted to ask you was just to make sure that I had the bridge correctly in terms of how you're looking at the acquisition costs before and after the adjustments. So if we just start out unadjusted the $2.25 billion – $2.225 billion versus the EBITDA, it looks like about $51 million unadjusted, and then we can adjust, you can back out the $550 million on the tax and add the $70 million back to the EBITDA. That would get you to something closer to a 14 multiple. Is that the way you're thinking about it?
Jack F. Callahan, Jr.:
I think you kind of look forward, I mean because their current margins are so impacted by the investments that they're making in the developing businesses combined with the fact that they've made a number of acquisitions in these areas to kind of build them out with – I would probably – I would look forward to 2017 whereas these investments work, which we have spent a lot of time looking at, that we're quite excited about. Once as they start to basically contribute to the profit pool before any real application of synergies, you start to be getting to a GAAP EBITDA in 2017 of around $100 million. And also, to remember this is based on, the valuation here is based on cash not GAAP EBITDA. And they tend to have like 98% of their customers pay ahead. So if you think about it from a rough cash EBITDA, you could add at least on a current run rate around $20 million to that number. So I think that's more the right range to think about, comparing it to what the valuation of the business is. And then we start to layer in the synergies as we start to move forward into 2017, 2018, beyond.
William A. Warmington:
Got it. And then a question on the overall business, it's such a high percentage of renewals. Is there a seasonality to the renewals? Are most of them taking place at the end of December, beginning of January? Or is it just kind of spread out throughout the year?
Jack F. Callahan, Jr.:
Most of them – a good number of their deals are multi-year in nature. So it's a little bit of a mix. There's a little bit of maybe the end of the year, but there's nothing overly pronounced in it.
William A. Warmington:
Got it. Thank you.
Jack F. Callahan, Jr.:
We've been quite impressed with their overall success in their renewals. And really on a consistent year-on-year fashion, it's really quite remarkable particularly when you consider how they've expanded out from their core strength in financial institutions into new sectors over the last few years.
William A. Warmington:
Got it. Well, thank you very much.
Robert S. Merritt:
Thank you.
Operator:
James Friedman, Susquehanna, your line is now open.
James E. Friedman:
Hi. Thank you. It's Jamie at Susquehanna. I was wondering with regard to the $140 million cost takeout plan for the McGraw Hill side, if you can update us just as to where you are there and then I guess I'll ask my SNL upfront. In terms of five points to six points of investment, could you articulate in a little bit more detail where that investment's going?
Jack F. Callahan, Jr.:
Sure. In terms of – we're well on track to – this was our cost saving, I think that's pretty obvious by looking at our margins that the progress that we have made there. And as Doug mentioned, one part of that program was the exit of our old headquarters building, which has been completed over the last few weeks. So we're well on our way to delivering on that target and we may actually – given the very strong margin performance we've had so far, we may be a little ahead of that previous target that we had set to have full realization of the $140 million by the end of 2016. So I think we're a bit ahead, but we'll give a more complete update on that as we approach the back half of the year. And as it relates back to your investment on the five points to six points of investment, that has all to do with the investments they're making in the build-out of the developing businesses. So that's taking the FIG products global. It's building out metals and mining, which is really interesting to us and its synergy with Platts. And they also have some selective software business' capabilities that they offer U.S. commercial banks and insurance companies. So those businesses are growing very nicely at a compounded basis of around 70% over the last few years, and they'll start contributing to profitability in 2017.
James E. Friedman:
Thank you.
Robert S. Merritt:
Thank you.
Operator:
Our next question comes from Manav Patnaik, Barclays. Your line is now open.
Manav Shiv Patnaik:
Yeah, thank you. Just one question for Jack and then one for Doug as well. So firstly, on the margins for SNL Financial, I just want to make sure I've got that clear. So you said steady state their margins should be 30%, I think you said there was five points to six points of investments going on. So I guess margins should be 25%, but I think you said this year it was only 20%, so I just wanted to know what that gap was, and if that 30% includes your synergies by 2018?
Jack F. Callahan, Jr.:
Well, look, I think the way to think about it is their established businesses right now are in the 30% range. They're investing in the developing businesses. So once the developing businesses start to contribute to profitability, frankly they're a drag right now. Overall company margins will start to approach that 30% sort of number over time. So that's the sort of – and then there's also just some general margin improvement in the established businesses. And that's just, the sequence of the build-out of these developing businesses should improve the overall margins of the business over the next two years. Then we would layer in specific synergies.
Manav Shiv Patnaik:
Okay. And then just big picture, Doug, it seems like, obviously you guys are looking at 2017 cash EBITDA. There seems like some work left in terms of synergies and tax benefits and so forth, and you get your mid-teens multiple. WoodMac seem like it was sort of a cleaner (01:12:56), like you get to similar multiples in 2017, so what was the difference between walking out of that deal in valuation versus pursuing this one?
Douglas L. Peterson:
I don't have any comments on WoodMac (01:13:11). What I would say is that we're very, very please with SNL. It's a fantastic business, as I said earlier. Mike Chinn and the management team has built a very high-quality set of businesses and operating procedures. We think that they bring a high-quality operating platform. They've got product innovation and that they can benefit it tremendously from our global reach as well as the operating centers we already have. This is really about SNL today and we're very pleased that we're able to announce this transaction.
Manav Shiv Patnaik:
Okay, all right. Fair enough. Thanks, guys.
Operator:
Vincent Hung, Autonomous, your line is now open.
Vincent Hung:
Hi. Good morning.
Douglas L. Peterson:
Good morning.
Jack F. Callahan, Jr.:
Good morning.
Vincent Hung:
Just first question. Could you just talk about the existing management team and how they're going to be incentivized and how long they're going to be locked in for?
Jack F. Callahan, Jr.:
Locked in?
Douglas L. Peterson:
So we have contracts with Mike Chinn and the folks, that sort of thing.
Jack F. Callahan, Jr.:
Are you talking about the SNL people or the McGraw Hill Financial?
Vincent Hung:
Yeah. The SNL.
Jack F. Callahan, Jr.:
Well, I think in our approach, we are – look Mike is now a direct report to Doug. One of the reasons why we're excited about this deal was the quality of that leadership team and we're looking forward to working with them and we're quite comfortable that we're going to have that opportunity over the coming years, so.
Vincent Hung:
Okay. Last question. On slide 12, you break out revenues by customer type. Can you just give us a sense for revenue growth by those customer types?
Jack F. Callahan, Jr.:
All we would say is that I think – you're asking in the context of SNL?
Vincent Hung:
Yeah.
Jack F. Callahan, Jr.:
Yeah. The only thing, I think, we would say today is that they've done a very nice job of broadening it out from investment banks and to appeal more to the buy side, commercial banks, insurance and corporates. I think they've done a nice job building a very, very broad reach in their customers that they serve. And they have no significant dependence on any one customer or customer type, which I think kind of gives more to the stability and future predictability of the business.
Vincent Hung:
Okay. Thanks.
Robert S. Merritt:
Thank you.
Operator:
And our last question comes from Patrick O'Shaughnessy, Raymond James. Your line is now open.
Patrick J. O'Shaughnessy:
Hey. So a question on the tax benefit that you guys are going to be getting. Can you talk a little bit about the nature of that benefit and then how are you going to realize it? Is your GAAP tax rate going to be lower going forward or how do you actually benefit from that?
Jack F. Callahan, Jr.:
It's basically just a step-up from the basis. So it will provide us some tax benefits within the United States, which is just – in a large part, which is our highest tax jurisdiction. And it will collectively give us a couple-tenths of improvement in our overall effective tax rate, which is helpful, so that's how it will come in over the next few years.
Douglas L. Peterson:
That plays out over a number of years.
Jack F. Callahan, Jr.:
Oh, it's a number of years and this will stay (01:16:47), and that's why you really need to think about it on an NPV basis. I mean this benefit will be with us for about 15 years.
Patrick J. O'Shaughnessy:
All right. Got it. Thank you. That makes sense. And then as far as the cash component of the deal, are you able to use any non-U.S. cash for that or is that basically going to more or less tap out the U.S. cash that you have on hand right now?
Jack F. Callahan, Jr.:
It will be mostly U.S. based deal in terms of cash. That's one reason why we do need to go to raise some new debt to fund the transaction.
Patrick J. O'Shaughnessy:
All right, great. Thank you.
Douglas L. Peterson:
Great. Well, thank you, everyone. I know this has been a very long call and you might have some more questions, you can get to Chip later. We've covered a lot this morning on our acquisition announcement on SNL Financial. We also were able to go through the quarter, which we think was a very strong quarter from the point of view of margin improvement and continued for us to deliver what we've been talking about in the past. So thank you again, everybody, and good morning.
Operator:
That concludes today's morning's call. A PDF version of the presenters' slides is available now for downloading from www.mhfi.com. A replay of this call, including the Q&A session, will be available in about two hours. The replay will be maintained on McGraw Hill Financial's website for 12 months from today and for one month from today by telephone. On behalf of McGraw Hill Financial, we thank you for participating and wish you a good day.
Operator:
Good morning, and welcome to McGraw Hill Financial's First Quarter 2015 Earnings Conference Call. I would like to inform you that this call is being recorded for broadcast. [Operator Instructions] To access the webcast and slides, go to www.mhfi.com, that's M-H-F-I for McGraw Hill Financial, Inc., dot-com, and click on the link for the quarterly earnings webcast. [Operator Instructions] I would now like to introduce Mr. Chip Merritt, Vice President of Investor Relations for McGraw Hill Financial. Sir, you may begin.
Robert Merritt:
Good morning. Thank you for joining us for McGraw Hill Financial's First Quarter 2015 Earnings Call. Presenting on this morning's call are Doug Peterson, President and CEO; and Jack Callahan, Chief Financial Officer. This morning, we issued a news release with our results. I trust you've all had a chance to review the release. If you need a copy of the release and financial schedules, they can be downloaded at www.mhfi.com. In today's earnings release and during the conference call, we're providing adjusted financial information. This information is provided to enable investors to make meaningful comparisons of the corporation's operating performance between periods and to view the corporation's business from the same perspective as management. The earnings release contains exhibits that reconcile the difference between the non-GAAP measures and the comparable financial measures calculated in accordance with U.S. GAAP. Before we begin, I need to provide certain cautionary remarks about forward-looking statements. Except for historical information, the matters discussed in the teleconference may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including projections, estimates and descriptions of future events. Any such statements are based on current expectations and current economic conditions, and are subject to risks and uncertainties that may cause actual results to differ materially from results anticipated in these forward-looking statements. In this regard, we direct listeners to the cautionary statement contained in our Forms 10-Ks, 10-Qs and other periodic reports filed with the U.S. Securities and Exchange Commission. I would also like to call your attention to a recent European regulation. Any investor who has or expects to obtain ownership of 5% or more of McGraw Hill Financial should give me a call to better understand the impact of this legislation on the investor, and potentially, the company. We are aware we do have some media representatives with us on the call. However, this call is intended for investors, and we'd ask that questions from the media be directed to Jason Feuchtwanger in our New York office at (212) 512-3151 subsequent to this call. At this time, I'd now like to turn the call over to Doug Peterson. Doug?
Douglas Peterson:
Thank you, Chip. Good morning everyone and welcome to the call. I am pleased to report that we are off to a good start for 2015. Let me begin by reviewing some of the highlights from the quarter. The company reported strong revenue growth of 6% despite a negative impact from foreign exchange rates that reduced the growth rate by 2%. Every business unit delivered growth in both revenue and adjusted operating profit. Revenue growth combined with progress on our productivity initiatives lead to a 380 basis points improvement in our adjusted operating profit margin. We resumed our share purchase program with 1.1 million shares repurchased in the quarter. We made changes to our compensation programs aligning them more closely with investor interest by eliminating employee stock option grants and instead utilizing restricted stock grants and deferred cash. Our legal team continued to resolve legacy litigation matters including receiving a dismissal of the Corte dei Conti matter in Italy. You will recall this was potential Euro 234 billion claim from an Italian prosecutor that we referred to on our fourth quarter 2013 earnings call. And finally, Ashu Suyash was named as the managing director and CEO of Crisil effective June. Ashu brings a strong professional track record in the financial services sector and proven leadership skill and we look forward to having her join Crisil. As we look to 2015, we’re encouraged by the economic landscape before us. The US economy continues to strengthen albeit in fits and starts. The labor market is showing solid momentum and we expect continued job creation coupled with lower oil prices to enable consumer spending to fuel additional GDP growth. In Europe, we expect GDP to expand 1.1% due to lower oil prices, quantitative easing and the strong US dollar. And finally we expect Asia-Pacific investment and borrowing activity to remain sound. Caution is warranted however for a number of reasons. The US dollar is strong, interest rates are volatile with negative rates appearing in Europe and markets in the US are in a rate [increase watch]. Geopolitical concerns continue in Greece and the Ukraine and emerging markets credit conditions could weaken due to lower commodity prices, sharp declines in currency value and the strong dollar. Overall we expect global GDP to grow 3.5% this year, a positive environment overall for our businesses. Now let’s turn to our first-quarter results. Revenue increased 6%, adjusted operating profit increased 18%, adjusted operating margin increased 380 basis points, and adjusted diluted EPS increased 25%. Despite the challenge of a strong US dollar, the company delivered healthy revenue growth with 10% domestic growth and 1% international growth. Jack will discuss the impact to the company from foreign exchange in his remarks. Adjusted segment costs were well contained in the quarter due to tight cost control and progress on our productivity initiatives. All of our business units delivered revenue growth and increased adjusted operating profit. Only S&P Dow Jones Indices did not report improved margins and that was to a difficult comparison with a one-time revenue increase recorded in the year ago quarter. Now let me turn to the individual businesses and I will start with Standard & Poor's Ratings Services. In the first quarter, revenue increased 6%, adjusted operating profit grew 19%, and the adjusted operating margin increased 480 basis points to 47%. While revenue was negatively impacted by foreign exchange it had a negligible impact on operating profit. S&P Ratings Services continues to make progress in improving margins. Reduced headcount from recent restructuring was the primary contributor to this quarter’s improvement. Partially offsetting this progress were costs associated with efforts related to Dodd Frank implementation and other regulatory requirements. Moving onto the next slide, transaction revenue increased from 43% to 48% of total revenue. Non-transaction revenue decreased due to a strong US dollar and a decline in entity credit rating revenue and slower client acquisition in Q1 2014. Transaction revenue grew resulting from increased corporate public debt finance issuance offset somewhat by weakness in bank loans. The leverage loan market experienced a 51% decline in new issue volume versus the first quarter of 2014. One of the causes of the decline in bank loans is the decrease in leverage buyouts. [LBO] related activity was the lowest since 2009 with market participants discouraged by the regulatory environment. If we turn to issuance, the recent trends in US and European issuance did benefit our businesses. First-quarter issuance in the US was quite strong across all sectors. Investment grade increased 24%. In the US the improvement in corporate issuance was largely due to a 45% increase in industrials issuance as financial services only increased 2%. Large debt financed M&A transactions also contributed to the lift in issuance. In addition, a continued thirst for yield has enabled corporate issuers across the rating spectrum to tap the capital market, extending maturities at beneficial pricing and terms. High yield increased 39%, public finance was up 61% over an unusually weak first-quarter in 2014. Sequentially public issuance was flat, albeit at an elevated level as local government continued to refinance maturing debt. Structured finance issuance, while up 21% versus the first quarter 2014, is consistent with levels seen throughout most of 2014. Of particular note was strength in ABS as auto securitization remained robust. In Europe, while there was a strong sequential recovery year-over-year issuance comparisons were mostly negative. There is an increasing universe of government debt trading with a negative yield or fixed rate return of barely above zero. This is due to the European Central Bank’s aggressive stimulus policy. This has resulted in yield hungry European bond investors buying reverse Yankee bonds as a growing number of European companies turned to the other side of the Atlantic for their financing needs. By the way reverse Yankee bonds are counted as US issuance in revenue. Further in Europe, investment-grade decreased 9% and high yield declined 5%. Structured issuance was one of the bright spots however, increasing 23% thanks to ABS and the surge in United Kingdom RMBS. Note that from a revenue perspective bond activity was not as positive issuance might suggest as the growth in the number of issues did not keep pace with the growth in the par value of issuance as deal prices increased in most asset classes. There is a perception among some investors that corporate debt is unusually high and issuance likely unstable. Periodically we have provided data that suggest otherwise, including that generated in our annual analysis of debt maturities. This chart illustrates data from Standard & Poor's Ratings Services annual global debt maturities study. Each study shows the upcoming five years of debt maturities. Over the course of the year there was no change to the total debt maturing. Both last year’s study and the most recent study depict total debt maturities for the following five years totaling $8.9 trillion. These data help provide confidence that corporate issuance will continue in the coming years. Now let me turn to S&P Capital IQ. Revenue grew 6%, segment operating profit grew 18% and operating margin increased 200 basis points to 19.5%. This is the fifth consecutive quarter of year-over-year margin expansion. Revenue growth was consistent both in the US and outside the US. Two particular highlights during the quarter were continued low teens growth of S&P Capital IQ desktop users and the product retention rates across the segment that reached 92%. S&P Capital IQ is known foremost for the breath and consistency of its data. To enhance our data even further we established a partner with Klooks, a recognized source of Brazilian corporate financial information, to offer financial data on more than 10,000 unlisted private companies in Brazil. Let me add a bit more color on revenue growth in the three business lines of S&P Capital IQ. S&P Capital IQ desktop and enterprise solutions revenue increased 10% principally as a result of low teen increase in desktop revenue. S&P Credit Solutions revenue increased 6% due primarily to single digit growth in ratings express. In the smallest category, S&P Capital IQ markets intelligence revenue decreased 12% overall. While global markets’ intelligence continued to deliver double-digit growth declines in equity research services and the shutdown of [SMR] in Europe more than offset those gains. Turning to S&P Dow Jones Indices, [Indiscernible] mutual fund and data license revenue, which all increased. Operating profit increased 4%. This quarterly comparison was impacted by a one-time revenue increase of approximately $12 million associated with refined revenue recognition for certain ETF products in the year ago quarter. While the comparison was difficult the results were still solid with an operating profit margin of 66.6%. Highlights during the quarter included an aggressive expansion of our fixed income business and establishment of a strategic index agreement with NZX Limited in New Zealand. If we turn to the key business drivers, the ETF industry experienced record first quarter inflows of $97 billion. However, much of this was directed to non-US ETFs where our position is not as strong as the US. In the long run this is still positive. We believe that once investors place funds into passive investment, these funds tend to stay in passive investment and then they shift between various ETFs based on asset allocation models and decisions. ETF AUMs associated with our indices increased 22% to $810 billion versus the end of first-quarter 2014 with approximately three quarters of this growth coming from inflows. While year-over-year growth was meaningful this AUM decreased sequentially from $832 billion at the end of 2014 as ETF flows moved to products offering European and non-US exposure. Mutual fund AUMs associated with our indices reached $1.1 trillion, an increase of 14% versus first-quarter 2014. Derivative trading licensing, generally the most volatile portion of revenue, diverged during the quarter with over-the-counter volumes increasing and exchange traded activity decreasing. The follow up from the LIBOR scandal has elevated the importance of both objectives and independently governed indices and benchmarks. We see this as an exceptional opportunity for S&P Dow Jones Indices to build investor confidence in the fixed income markets by developing factor based income benchmarks. During the quarter we announced an important expansion of our fixed-income business. Our objective is clear, to be the premier provider of financial market indices across all asset classes including all bond types throughout the world. S&P Dow Jones Indices already publishes over 500 fixed-income indices globally covering municipal bonds, preferred stock, corporate bonds, credit default swaps and senior loans amongst others. We are the third largest provider of fixed income indices for the global ETF market with approximately 30 billion AUM linked to our indices. The flagship S&P aggregate bond index family will cover over 20,000 individual securities with the ultimate goal of launching thousands of maturity and sector based indices. The S&P US aggregate bond index was launched in January. It is a broad, comprehensive market valuated index designed to measure the performance of the investment grade US fixed income market. And finally recognizing the strategic importance of exchange relationships, S&P has formed a number of unique and dynamic alliances with exchanges in various markets since 1998. The latest agreement with NZX Limited puts us at the centre of a series of initiatives to facilitate greater investor access to the New Zealand market. We are committed to raising the global profile of the NZX indices with our well recognized marketing and international commercialization capability. Onto Commodities & Commercial Markets, as a reminder, McGraw Hill Construction was sold and its results moved to discontinued operations. Thus our financial for 2015 and 2014 do not include these results. Revenue grew 7% as both Platts and JD Power delivered high single digit revenue growth. Segment operating profit grew 23%. Due to solid revenue growth and tight cost control the operating margin increased 510 basis points to 38%. During the quarter, Platts continued to grow revenue despite low commodity prices. As we have seen in recent quarters the newer areas of metals and agriculture had the highest revenue growth rate. Global trading services revenue increased primarily due to license revenue from the steel index derivative activity at the Singapore Exchange. Platts added petrochemicals to its suite of forward curbs in oil, natural gas, coal and power. These new forward curves include a range of aromatic petrochemicals such as benzene and naphtha and can be used as references for evaluating contractual assets and liability measuring P&L from changes in market prices and making more informed risk management decisions. We often talk about keeping benchmarks fresh, relevant, and delivered in a user-friendly manner. Here are a couple of examples. Platts recently introduced a faster method for delivering real time global commodity prices, with historical and reference data via Platts Market Data Direct. The new improved version transfers Platts data straight into subscribers proprietary systems providing need-to-know prices at the moment of publication. Customers can focus on what is most important to them. Another example is an update to Platts dated Brent benchmark, one of the world’s most important and widely used price assessments. To further strengthen and enhance its long-term viability, the cargo loading period was widened enabling the benchmark to reflect an additional 5 to 6 days of supply, responding to the reality that oilfields decline and supply over time. Finally, JD Power delivered high single digit revenue growth led by strong activity in the US auto sector. Global services industries and advertising licensing revenue also contributed to growth. During the quarter JD Power launched a new product, Voice of Experience, a holistic solution enabled by an innovative technology platform designed for businesses to optimize their customer experience and drive financial results. VoX displays interactive data in an intuitive user interface for all levels of an organization to determine how to improve the customer experience and improve loyalty, advocacy, sales and service. In summary, the company is off to a good start to the year with a focus on creating growth and driving performance, all our businesses achieved revenue and adjusted operating profit growth. This performance resulted in a consolidated 380 basis point improvement in our adjusted operating margin and a 25% increase in adjusted diluted EPS to $1.09. Our company continues to be aligned around very important themes, strengthening customer and stakeholder engagement, accelerating our international growth, sustaining our margin expansion and maintaining discipline in capital allocation, and fostering a robust risk and compliance culture to manage and mitigate risk throughout the company. With that I want to thank all of you for joining the call this morning, and now I’m going to hand it over to Jack Callahan, our Chief Financial Officer.
John Callahan:
Thank you, Doug. Good morning to everyone joining us on the call. I want to briefly add some color on several items related to first-quarter financial performance and then we will open it up to your questions. First I will recap key consolidated financial results and review certain adjustments to earnings that were recorded in the quarter. Second I will discuss the impact of foreign exchange changes on revenue, and third I will highlight balance sheet changes, free cash flow and return of capital. So let us start with the first-quarter income statement. Overall these were good results, especially the continuing momentum in margin improvement. Revenue grew 6% despite the challenging headwind from foreign exchange. Adjusted consolidated operating profit grew 16% with all four business units contributing to this growth. Continued progress on our productivity initiatives fuelled this growth. We also realized the benefit from foreign exchange, which impacted expenses from our operations outside of the United States. Within the quarter, the positive benefit to expenses from ForEx offset the negative impact to revenue. Unallocated expenses decreased 3%. The tax rate on an adjusted basis was 32%. We had a one-time benefit from a prior year item that impacted the rate. For the balance of the year, we continued to guide to an approximately 33% rate. Adjusted net income increased 24% and adjusted diluted earnings per share increased 25% to $1.09. The average diluted shares outstanding decreased by almost 1 million shares versus a year ago as share repurchase activity offset the dilutive impact of shares granted for equity related compensation. Now let me turn to adjustments to earnings to help you better assess the underlying performance of the business. Overall the adjustments in the quarter were limited. In total, pre-tax adjustments to earnings from continuing operations resulted in a gain of $6 million during the quarter. This consisted of 35 million in settlement-related insurance recoveries, partially offset by 29 million of legal settlement charges. Let me provide more color on the impact of foreign exchange on results. The strong dollar is having a pronounced impact on corporate America. The impact on McGraw Hill Financial is mitigated somewhat since approximately one half of our revenue outside of the United States is invoiced in US dollars. During the quarter we reported a strong 10% increase in domestic revenue and a 1% increase in international revenue. On a constant currency basis, international revenue increased 6%. In total, our consolidated revenue increased 6%. On a constant currency basis the total company revenue increased 8%. The business with the largest impact was Standard & Poor's Ratings Services, which accounted for approximately 80% of the total foreign exchange impact on revenue. Now let us turn to the balance sheet. As of the end of the first quarter, we had almost $1.2 billion of cash and cash equivalents of which approximately $1 billion is held outside of the United States. The decrease from the end of 2014 is primarily due to the payment of legal settlement of approximately $1.6 billion during the first quarter. In order to meet this significant US cash requirement, the company incurred 365 million of short-term debt through commercial paper issuance and by tapping our revolving credit facility. We continue to have approximately 800 million of long-term debt. Our free cash flow for the quarter was a negative $1.4 billion. While the legal settlements were recorded in the income statement in the fourth quarter of 2014, almost all of the cash was paid out in the first quarter of 2015. In addition, the first-quarter has stepped up cash requirements for annual incentive compensation payments. During the first quarter, we resumed the company’s share purchase program and bought 1.1 million shares. Share repurchase has been and remains an important component of our capital allocation program, and we will continue to selectively repurchase shares under our remaining share purchase authorization of 44.5 million shares. Going forward, we believe we have the balance sheet capacity to continue to make investments that strengthen the portfolio, including acquisitions, maintain our long history of dividend growth… and as appropriate continue our share repurchase activity. In closing I would like to reiterate that our 2015 guidance remain unchanged with mid single digit revenue growth and adjusted earnings per share of $4.35 to $4.45. The specific elements of our guidance can be seen on this slide. We continue to focus on creating growth and driving performance. We’re off to a good start in 2015 and are encouraged by the performance of our businesses, but we’re mindful of the broader macroeconomic challenges that we continue to fit. With that let me turn back the call over to Jeff for the Q&A session. Thanks Jack. [Operator Instructions] The first question comes from Andre Benjamin with Goldman Sachs, you may ask your question.
Andre Benjamin:
Thank you, good morning. First I was wondering if you can may be discuss how your client conversations are making you feel about the pipeline and outlook at this point in the quarter, we all know what some of the risks are and you spoke with them, maybe you can help handicap maybe arrange or how you’re thinking about the service there?
Doug Peterson:
Thank you Andre, this is Doug. Just wanted to give you a little bit of feel for issuance overall, if you don’t mind. The first quarter as many of the quarter have been recently there was lot of different components, as I mentioned in my comments, the U.S. industrials was up 45% although the number of issues themselves was basically flat. Public finance was up dramatically where financial institution, financial services was quite low. In Europe as you know the financial services was down, Severance was down and both European corporate investment grade and non investment grade high yield were also down. What we’re hearing is that the impact in Europe let me start there in Europe, we’re expecting that there will be continued long run development of the capital market it’s one of the priority that the [indiscernible] they have a capital markets initiative which is underway it’s to develop the capital market union. That’s very important but the banks have been holding more depth on their balance sheet they’re making loans on holding them more than had in prior quarters. They have a lot of liquidity, they’ve finished their AQR and they’ve also seen a very, very inexpensive financing with the zero interest rate policy. In the U.S. we’re seeing a lot of M&A activity even though LBOs are down there is a lot of M&A activity and if you have seen there is a lot of very large transactions which have hit the market. Generally speaking it’s very early in the year for us to give any kind of forecast but we’re hearing continued M&A activity, U.S. corporate finance activity as corporations continue to take advantage of low interest rates and in addition to that the U.S. market even as we’ve said it’s fits and starts and starting that picked up with the financial, with the markets being very attractive for especially industrial company. So net, net early near for us to give you guidance but we’re seeing a lot of very promising aspect to the market especially in the U.S. and especially with the market in the Europe and banking of financial market there.
Andre Benjamin:
Thanks. And then capital like you, I was wondering if you could maybe talk about where you believe you’re taking share to support the strong growth in desktop – is it coming from the stub side of the other three desktop players or some of the ones that are small in themselves or you actually seeing some growth in the bottom market?
Doug Peterson:
The broader aspect is just growth from the market there is a lot of penetration internationally from banks that have not been customers before. There is a little bit of share battle going on that most of that per share battle for new installations as opposed to people wining in from each other battle, from each other bid. We’re very encouraged by the uptick of S&P capital like you, it’s an incredible valuable tool, one of the other areas that we’re excited about is that the Desktop is more and more people uses and it’s – let’s say junior bankers start to grow in their careers they take it with them as they expand it to more senior roles. And we’re also planning many new uses for S&P capital IQ Desktop that goes beyond just the analyst Desktop. So, we’re seeing new markets and new opportunities growth so it’s not just taking share it’s also expanding into international market.
Andre Benjamin:
Thank you.
Operator:
Our next question comes from Manav Patnaik with Barclays, your line is open.
Manav Patnaik:
Yes, good morning gentlemen. My first question, Jack I know you like to be conservative but around, with the guidance being unchanged I was wondering within the parameters if anything has moved around I mean it seems like the margin expand especially with S&P with a lot better than we’ve expected maybe revenue growth down. Can you give us a little more color on maybe some of the moving pieces there?
John Callahan:
Like we said we think this is the very – this is the good start to the year, but it only is the one quarter so it’s – we’re keeping our existing guidance in place we think it’s a prudent move here. In terms of things of how they’re playing out relative in going expectations I think we’re maybe encouraged by the progress we’re making on the margin so I think that is a positive relative incoming. Expectations on the other side I think some of the ForEx headwinds maybe of a little bit more challenging but that we’re also encouraged by the sustained organic growth. On balance side I think we would call it so far so good and we’re optimistic about the balance of the year.
Manav Patnaik:
Okay, thank you. On your balance sheet I mean obviously you raise the short term that’s longer term can you talk about like if we should expect like appetite lever up – buyback comment on the pipeline how it should be?
John Callahan:
Look, we initiate our share repurchase program and we look to – we’re going to look to selectively continue that as we go forward and we also recognize that we’ve more flexibility and how we manage the balance sheet. And we’ll look to consider other options in terms of perhaps raises and capital from time to time to lock into very attractive conditions that remain up there. So, we’re encouraged by the fact that we’ve more flexibility in terms of how we manage the balance sheet going forward.
Manav Patnaik:
Okay, thanks a lot.
John Callahan:
Thank you.
Operator:
Our next question comes from of Alex Kramm with UBS, you may ask your question.
Alex Kramm:
Hi good morning, just wanted to come back to the impressive margin expansion on the ratings business, curious about sustainability here, I know the first quarter obviously had the legal resolution, so to some degree our legal cost already coming out or what else can we expect here over the course of the year and then same thing goes for maybe some of the initiatives on the cost cutting in that business in particular where are we on that end and what else is playing out over the course of the year. So again, just we’re the puts and takes on the margins when you think about the remainder of the year?
John Callahan:
I think the benefit that we’re seeing primarily in Q1 is some of the restructuring actions that we took in the third and fourth quarter of the year ago that’s having impact in Q1. We’re beginning to see not having a big impact on margins in Q1 but we’re starting to see moderation in legal expense, we do anticipate that will bake a larger contribution as we go across the balance of the year. On the other hand we’re spending a bit more money in areas of compliance particularly with the new regulations, so we’re investing there to make sure that we maintain a very prudent risk in compliance environment. And we’re selectively looking to also spend in technology to further harden our global processes. On balance we feel good about the margin progress that we’ve made and we’re benefitting I think from the restructuring from year ago and I do think the outlook as I mentioned for legal looks more promising than obviously a year ago.
Alex Kramm:
Okay, very good. And then secondly, maybe just going to capital Q4 minute obviously doing as well, I think you said in the past not so long ago when there was a change in management that you might be little bit more focused on driving results sooner versus just building a big platform. So, can you just talk about if that’s already driving some of the recent growth that we had, have there been changes of really focusing to getting results now or is there still more to come in terms of some of the way you interfacing with client and how you’re offering products?
John Callahan:
The answer is actually all of the above, we’ve put a very important emphasis on our profitability on our margin in that business to drive productivity but not at the expense of investing and covering customer, so we have intensive effort to build our sales force, our customer engagement, our service level and we’re also investing in a multiyear project to upgrade our technology so that we can continue to have state of the art technology and delivery and stay ahead with our stay along with or at least ahead of our most of our major competitors. So it’s really been a program to in a methodically take a step back and look at the business, look at the customers, look at their needs, look at all of the areas where we serve them best and how we can serve them best and how we can serve them better, but also doing that with a project where we’re looking at all of our costs, all of our inputs to ensure that we’re doing in a way that’s more productive and I think you can see it’s paying off. We have excellent retention rates we’ve been growing our sales in Desktops and in Enterprise fees and at the same time we’ve been able to invest in growing and we’re seeing improvement in the margin. So, I think it’s a good story [indiscernible] answered has been an excellent leader and is managing all of that and I’m very, very pleased with her performance.
Alex Kramm:
Fantastic thank you very much.
Operator:
Our next question comes from Tim McHugh with William Blair, you may ask your question.
Timothy McHugh:
Thanks. I was just wondering if you could elaborate a little bit more I guess in terms of the weekend oil prices and I guess in particular maybe as you went on in the quarter I know some businesses that are not completely like the prices as meant, but some of like tier 2 information services for the oil and energy industry. I’ve seen customer decisions get weaker I guess as you progress further into oil prices lower but it doesn’t seem to be showing up for you for plat, so just curious if you could elaborate a little bit more what the conversations are like with client?
John Callahan:
I think the point on the plat we’re pleased with the progress that we’ve made in the first quarter here. Now just as a reminder while obviously oil and petroleum is there, is our largest business it only represents two-thirds of the business, so we do have and it has been decision on our decision to broaden out our commodity exposure here, so that would be point one. You know point two, within the core oil and petroleum market admittedly there are a lot of – there is profit pressure on the industry that all being said, we’ve had very good results in our renewals and I do think it’s perhaps costing us a couple points of growth in the market and maybe just costing us a couple of growth points, but in general we’re still growing and we’re highly encouraged with the high single digit progress that we’ve made overall in the business so far this year. I think this is just evidence of these benchmarks in trench in our customers’ business models. These prices that we put out are buried in their invoicing systems, these customers can’t invoice without these prices, they can’t value inventory in many cases. So, if the small frac goes out of business we may lose that customer but that’s a very, very, very tiny portion of the business, so this is the classic example of the need for benchmarks. I want to add that one of the reason you say 510 basis point improvement in the margin in the commercial and commodities margin is that we’ve also proactively positioned ourselves for potentially weaker markets. We wanted to be very cautious about certain investments that doesn’t mean that we’re not investing in the business but we felt that we needed to get ahead of a potential slowdown in the market so we have also positioned ourselves with some flexibility to ensure that we continue management business responsibility.
Timothy McHugh:
Okay great and then on the index business in particular the 16 commodity talked about new launch kind of an aggressive expansion of that with the U.S. aggregate index in the quarter. Two parts to that one I guess does that make you – are you more focused on organically expanding in fixed income at this point or acquisition still possibility there and secondly I guess the aggressive expansion is it something we should notice as we think about the margins for that business going forward I guess how aggressive does aggressive mean?
John Callahan:
I think that what we are looking at is you saw the we are at number three in that market with $30 billion position in ETF so relative to the larger market and the equity market even commodity market ETF and fixed income industries are actually still very small portion of the overall financial markets. Bonds are difficult and this really get prices for we have been working on lot of ways to ensure that we have continuous bond pricing whether they are from market prices or evaluated prices and getting that infrastructure in place is critical to being able to have a very active liquid ETF and fixed industries market. So we are in this for the long haul, we look at the big trends of when you meet with asset distributor and asset allocators, they all talk about the need to have certain types of fixed income solutions that aren't just individual bonds and so are very encouraged by that. We are also encouraged by the facts that banks are probably struggling with their after the LIBOR scandals with their ability to continue to manage benchmarks inside of their businesses. They might be non-core or they might not really be a business that it makes a lot of sense for them to be in. so to answer you first question then, we are going to grow this on our own. We see this is a very important organic activity although as I said starting from a very small base. But if there are opportunities for us to buy businesses and buy assets we would definitely be interested as we have always been in ways we can do tuck-ins or filling our capabilities.
Douglas Peterson:
And one more point on your question on the margin aspect of this is that some of these investments already in the margin that’s’ already in the result, so we have kind of built out this team. We have spent some money on information towards this, build over some period of time. So I think some of that capabilities already in place.
Timothy McHugh:
Okay, Thank you.
Operator:
Our next question comes from Bill Bird with FBR, you may ask your question.
William Bird:
Yes, just two questions. One are you considering any strategies for tapping the value of your under-earning non-US cash and then second I guess along the line of M&A could you just refresh us on kind of the criteria you apply and you appetite to do something larger thank you?
Douglas Peterson:
Yes, first of all we are always looking for opportunities to our offshore cash, the first priority offshore which has been little different than cash that's how domestically is for offshore acquisition. And we continue to look for those sorts of opportunities. We completed clips last year for plat which was in the north America which was the complement and earlier move we have made in north America with [indiscernible] kind of built out of European position in natural gas and we are continuing to look for those opportunities and that will be our first choice in terms of delays to deploy that cash. From time to time there are some relatively efficient ways perhaps to access some of that cash and bring it back. We look at that consistently but like I said our first priority is growth. In terms of your question back to M&A I think our track record demonstrates we are disciplined when we look at particularly larger M&A sorts of opportunities. First thing we are looking for is growth. We are looking for growth that is accretive to our existing position but at the same time we are highly disciplined to ensure that we are also going to be able to deliver the synergies that would deliver incremental shareholder value that would justify the investment. And that got a bit of challenging these days given the somewhat high evaluation that appeared to be out there for some of the more attractive properties but we continue to do the hard work to look for the right sorts of choices for us going forward.
William Bird:
Thank you.
Operator:
Our next question comes from Craig Huber with Huber Research. You may ask your question.
Craig Huber:
Yes good morning. Few questions. My first one housekeeping question maybe I missed this, but what are you guys budgeting the impact and the revenue in cost for foreign exchange rate for full year please?
John Callahan:
Look I think the impact the impact year-on-year that we saw in Q1 which is about two growth point from the revenue point of view. We anticipate going forward maybe get year-on-year a bit more challenging in the second and third quarter and then the year-end-year sort of impact starts to moderate a bit. That's built into our forward guidance so we do think we have our exposure, it’s pretty well covered and how we have thought about our outlook for the balance of the year.
Craig Huber:
What on the cost side given how much your revenue obviously in U.S. dollar?
John Callahan:
I do think we – there was not a lot of bottom line impact. In fact there was a modest benefit in foreign exchange all in, in the first quarter. We are not anticipating that sort of positive impact over the balance of the year although there was some balance sheet that produced that in Q1. I think we would love to have a modest negative over the next few quarters but very manageable overall in terms of our outlook.
Craig Huber:
And then, also you touched on this briefly but on the share buybacks just curious here your updated thoughts how much leverage if you wanted to put more debt behind your buyback share, could you add roughly couple terms of leverage you are not impact investment grid?
John Callahan:
Well certainly, we have lot of flexibility in our balance sheet right now and we are – as I mentioned earlier it’s nice to have the flexibility to consider those options and as we go forward we would look to leverage our balance sheet both to broaden our portfolio and add attractive asset and if we can't find those that add shareholders value we would love to sustain and perhaps increase our share repurchase program but I think if you look on a multi-year basis we have been pretty aggressive in that area and yes we continue to look at that going forward. Thank you.
Craig Huber:
Thank you.
Operator:
Our next question comes from Vincent Hung with Autonomous. You may ask your question.
Vincent Hung:
Hi, good morning.
Douglas Peterson:
Morning.
Vincent Hung:
First question is can you quantify how much progress you have made on the custom initiative against the one 40 million target?
John Callahan:
Yes, I would say so far in the run rate we have realized well over half of that so in that run rate and I think by the end of the year our run rate will have achieved 75% with so by the end of 2015 so I think we are very encouraged with the progress so far as I mentioned I think margins performances has been a very positive development as we come into the year.
Vincent Hung:
Okay. And last question is so the subscription revenues and the ratings expenses are down 2% year-over-year and [indiscernible] due to less new entities being added. Is the lack of new customer growth due to the slowdown in leverage lending?
Douglas Peterson:
It's mostly due to the European the circumstances of the first quarter in Europe there was a lot less capital markets activity you could see it from the decrease in Europe. Let me find the numbers here exactly again. Yes there was a decrease of 9% of Europe corporate and European high yield was down 5% the total number of deals if you look at it on deals themselves is down over 15% in Europe in the first quarter. So there is a lot of liquidity in Europe and the banks themselves were lending as opposed to companies going into the capital markets that was the major reason why the entities you credit ratings were down.
Vincent Hung:
Okay. Thanks a lot.
Operator:
Our next question comes from Peter Appert with Piper Jaffray. Your line is open.
Peter Appert:
Thanks. So Doug the margin performance of the ratings is very impressed obviously so I am wondering how much there is to do in terms of driving the margin and if you thought about what at an appropriate level of margin is that business?
Douglas Peterson:
We haven't necessarily targeted a specific level of margin but we have been looking for margin improvement. As Jack mentioned earlier we are continuing to invest in our regulatory and with control processes and environment we have been looking at ways to enhance some of our product delivery, our process improvement which require technology investments. But at the same time we are doing in a way that we are more and more efficient all the time. We are looking at ways to have the right sort of teams, right sort of geographic balances etcetera. So we continue to hope that we can drive the margin even better than it is now but this is really something that we are actively managing and pursuing to continue to deliver better margin.
Peter Appert:
Okay. And same thing on the CapEx Q side. I think you talked in the past about mid 20% margin. Can you remind if that's correct, is that the kind of target you are thinking about that business in long term?
John Callahan:
That's a longer term target. If we were to look at with we still have a lot of investments that we are making right now that we will play out overtime but when we look at what we think could be kind of a natural rate for that business remember that we still have a couple of research businesses during that third bucket of products that are losing money or have not been profitable and so we are working on ways to peel some of them out. As I mentioned [indiscernible] doing a fantastic job to go through the businesses and look at them one by one product by product and what we do feel encouraged with the progress and the direction we are hitting there with the margins in fact its good across all of our businesses and we are very pleased with that progress.
Peter Appert:
Thank you.
Operator:
Our next question comes from Doug Arthur with Huber Research. You may ask your question.
Doug Arthur:
Yes thanks. Doug you mentioned the one time revenue benefit in the industries business a year ago. I mean I am not just used to seeing AUM up 22% year-over-year you mentioned it was sort of down sequentially and at sort of mid-single digit revenue growth. So in your assessment nothing structurally has changed in this business in terms of pricing at this point?
John Callahan:
No. not at all. There was I think if you recall last year we shifted some of our in the first quarter we had some of our ETF revenues were being recognized in the sense on a cash basis and we looked at them because of the performance and the predictability and the volumes we shifted them to being now on a accrual basis to move them all basically had one time gain of upfront at that $12 million so that's the main difference in the first quarter but structurally speaking the business is still continues to perform as it has been in the past.
Peter Appert:
Okay great. Thank you.
Operator:
Our next question comes from [indiscernible] with Morgan Stanley. You may ask your question.
Unidentified Analyst:
Morning. Yes, I just wanted a little bit more color on the fixed income rollout in the industries. You mentioned 30 billion AUM but I wondered if you can give us little color on how fast that's growing and also the expenses related to the rollout is sales and marketing the most important expense, how would you expect the index expenses to trend as you rollout fixed income industries. I mean it’s actually down quarter-over-quarter in the first quarter.
Douglas Peterson:
Yes, so let me start Jack will also jump in so we think that fixed income rollout is one that we will – we think that it’s going to require a couple of years to build. This isn't something which is built from a quarter-to-quarter but as I mentioned before we are seeing a lot of demand from when we speak with especially after allocators and people that are in asset management managers and people who are actually in the sale side of this business because they need products for retirements, for insurance that they really don't have to date. So this will be something if you look at the growth of the fixed of the equity -- you will see that they grew very slowly for maybe 15 or 20 years and then they just boomed and started to taking off. So I don't have any specific projections. We are in this for the long run. We think that we have the brand. We have the access to investors, we have got the right kind of controls and processes to manage this business professionally and so we are in this for the long run and something that we are willing to invest in so that we can have a dominant position.
John Callahan:
I just meant that as I mentioned earlier from an expense point of view is that good days of that expense for this initiative is already in the P&L. We have fixed income team. We spend the money to have had for some time. The data necessary to deliver the products. So some of that is already in the run rate as we move forward as this business expand I do suspect we will add to that team over time particularly in areas like channel management as we start to run impact the market place but I wouldn't – at this point in time I wouldn't we wouldn't give any forward looking thought that is any significant change in the margins of the business at this moment on.
John Callahan:
But let me just add that from the point of view of our overall strategy this is a business that really makes sense for us to invest in.
Unidentified Analyst:
Okay. Thank you. And then moving on to plat we are starting to hear some M&A in energy space. And I was wondering if that has impacted plats in any ways so far or do you anticipate M&A affecting plats in terms of maybe customers merger and buy less products or maybe you can just address that idea of M&A in the commodity segment.
John Callahan:
Yes, that's always something that we are going to be watching out carefully. We have not seen any major impact on that from that so far but as I mentioned earlier we have positioned ourselves to have some flexibility with expenses we want to be very attentive to what are the developments in the market and so far we haven't seen that impact but it is something that we are watching for. Just two things I would add to that is – plat actually has very, very broad customer coverage so our exposure to any one or two customers in that business is actually what we have big customers our exposure is somewhat limited to any one or two particular customers and also to it a lot of some of these field that you may see is that sometimes there is also a curve out or skin out to create a new entity and that then create a new opportunity for us to go self so there is always the a bit of dynamic marketplace here and we are used to it.
Douglas Peterson:
And these acquisitions are actually if you think about it the concern out there in the street is that these fracs, and small folks lot of business we lose this small customers. Well, the assets don't go away. They end up being purchased by someone else. So while we may lose the customer in one area that business tend to flow somewhere else because the walls don't necessarily get shake down – they may be dormant but they are not actually shut down.
Unidentified Analyst:
Okay and then one just last one on repurchases, you repurchased for the first time since [Cross Talking] okay sorry about that.
Operator:
We’ve a question from William Warmington with Wells Fargo. Your line is open.
William Warmington:
Good morning everyone. So one follow up for you on plats, your renewals on plats are they spread out fairly evenly over the year or do they tend to be concentrated like some of your competitors sort of the Q4 and Q1 space? Yes, in generally speaking we have a couple of bulges in the fourth quarter and first quarter but a lot of them are spread out through the year but we do have a fourth and first quarter budge.
Douglas Peterson:
And many with multi-year. Second and larger ones.
William Warmington:
Got it. And I can’t resist given you balance sheet capacity you have got another M&A question. But you were talked about fixed income market potentially and I just wanted to ask about international specifically given your comments around the strong non-U.S. AUM growth.
Douglas Peterson:
Yes, so when we look at the M&A generally and also you mentioned fixed income industry our interest in the S&P industries for growth is international you have seen that almost every quarter we highlight some sort of a new exchange relationship. This quarter we highlighted our relationship with New Zealand. Those are very attractive deals for us. They are small but we really enjoyed the position with those relationship. So international expansions whether it’s through exchange relationships M&A, organic growth it’s something that is very important to us and fixed income investment in the industry business both organic and non-organic again those are top priorities for us.
William Warmington:
Thank you and congratulations on a solid quarter.
Operator:
Our final question comes from [Indiscernible] you may ask your question.
Unidentified Analyst:
Hi its Jamie, thanks for taking my question. I will start up with couple of percent, if you are wondering I will just ask my two up front. I know you are there when I am here so, yes, I will just ask my two up front both about rating. So is there any seasonality Jack to call out in the public sector I know public sector has stayed local as June fiscal year and federal has September so is there any state in local seasonality am I saying questions about T-lack the total loss absorption capacity. Now can we just share couple of one liners about your expectations about T-lack. Thank you.
Douglas Peterson:
Okay. Yes, I will take this is Doug. On the seasonality there really is not any seasonality in the fundraising in the public finance sector. What has been a bigger impact on the public financing sector has been as you know there are couple of bankruptcies there are some issues going on with pension funds. Those are much more important issues. What's really been interesting and what’s been driving a lot of the public finance issuance in the last six months has been the rates environment. There was a lot of refinancing and refunding which came up. A lot of public finance issuance have a very attractive call provision in them and given where rates are there is a lot of public finance entities that have been taking advantage of that call and refunding at lower rate. So the lower rate has been probably the biggest driver not anything seasonal. On T-lack we expect even though finances services issuance was flat in the U.S. and down in Europe in the first quarter on more of a structural basis because of precisely the point that you just raised T-lack is going to be – going to require the largest banks although more than $50 billion of assets to do some sort of a capital raise of senior debt so we are expecting that there will be over time more financial services issuance to meet the requirements of T-lack and living wells and some of the other areas that are now being discussed in the regulatory environment. So let me just conclude the call and first of all thank everyone for your questions and for being on the call. We are very pleased that the first quarter had a strong beginning. It was a good start to the year. All of our business unit achieved revenue and adjusted profit growth. The margin improvement of 380 basis points or something that we want to keep working towards overtime to sustain. We achieved the adjusted diluted EPS of $1.09 and we are pleased that we have a lot of very important themes across the company which are driving our growth and performance that are well understood across the entire company. We have been communicating them so people understand them about dealing with our customers in a way that we have got very good relationships accelerating our international growth, sustaining our margin expansion, maintaining our discipline and capital allocation and very importantly also fostering our robust risk and compliance culture and managing our mitigating throughout the entire company. So we are pleased that we had a good beginning to the first quarter of the year and we look forward to working with all of you and speaking with you and shareholders throughout the year and thank you very much.
Operator:
That does conclude this morning's call. A PDF version of the presenter slides is available now for downloading from www.mhfi.com. A replay of this call, including the Q&A session, will be available in about 2 hours. The replay will be maintained on McGraw Hill Financial's website for 12 months from today and for 1 month from today by telephone. On behalf of McGraw Hill Financial, we thank you for participating, and we wish you a good day.
Operator:
Good morning, and welcome to McGraw Hill Financial's Fourth Quarter and Full Year 2014 Earnings Conference Call. I would like to inform that this call is being recorded for broadcast. [Operator Instructions] To access the webcast and slides, go to www.mhfi.com, that's M-H-F-I for McGraw Hill Financial, Inc., dot-com, and click on the link for the quarterly earnings webcast. [Operator Instructions] I would now like to introduce Mr. Chip Merritt, Vice President of Investor Relations for McGraw Hill Financial. Sir, you may begin.
Robert S. Merritt:
Thank you. Good morning. Thanks for joining us for McGraw Hill Financial's Fourth Quarter and Full Year 2014 Earnings Call. Presenting on this morning's call are Doug Peterson, President and CEO; and Jack Callahan, Chief Financial Officer. This morning, we issued a news release with our results. I trust you've all had a chance to review the release. If you need a copy of the release and financial schedules, they can be downloaded at www.mhfi.com. In today's earnings release and during the conference call, we're providing adjusted financial information. This information is provided to enable investors to make meaningful comparisons of the corporation's operating performance between periods and to view the corporation's business from the same perspective as management's. The earnings release contains exhibits that reconcile the difference between the non-GAAP measures and the comparable financial measures calculated in accordance with U.S. GAAP. Before we begin, I need to provide certain cautionary remarks about forward-looking statements. Except for historical information, the matters discussed in the teleconference may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including projections, estimates and descriptions of future events. Any such statements are based on current expectations and current economic conditions, and are subject to risks and uncertainties that may cause actual results to differ materially from results anticipated in these forward-looking statements. In this regard, we direct listeners to the cautionary statement contained in our Forms 10-Ks, 10-Qs and other periodic reports filed with the U.S. Securities and Exchange Commission. I would also like to call your attention to a recent European regulation. Any investor who has or expects to obtain ownership of 5% or more of McGraw Hill Financial should give me a call to better understand the impact of this legislation on the investor, and potentially, the company. We are aware that we do have some media representatives with us on the call. However, this call is intended for investors, and we'd ask that questions from the media be directed to Jason Feuchtwanger in our New York office at (212) 512-3151. At this time, I'd like to turn the call over to Doug Peterson. Doug?
Douglas L. Peterson:
Thank you, Chip. Good morning, everyone, and welcome to the call. At the beginning of 2014, during our Investor Day on March 18, we laid out our vision for creating growth and driving performance at McGraw Hill Financial. And as you can see, we made great progress. We completed the rationalization of all of our media assets with the sale of McGraw Hill Construction. We also resolved significant legal and regulatory matters. While these settlements resulted in a meaningful loss of net income for the quarter, our businesses are performing very well. Our adjusted results, which is the basis that we use to manage our company, show just how well these businesses are doing. Despite the headwinds of a strong U.S. dollar and collapsing oil prices, in 2014, the company achieved 7% growth in revenue from continuing operations, as clients around the world increasingly sink -- seek the essential intelligence we provide. Importantly, every business unit delivered top line growth and margin improvement. The company also delivered a 280-basis-point improvement in adjusted operating profit margin. The combination of increased revenue and improved profitability led to the generation of more than $1 billion in free cash flow for the year. We also added talented leaders to the management team. Imogen Dillon Hatcher was named President of S&P Capital IQ, and Lucy Fato appointed Executive Vice President and General Counsel. These are capable leaders who are already making a difference. One of the most significant developments in the quarter was the resolution of legal and regulatory matters with the Department of Justice and the Attorneys General of 19 states and the District of Columbia; CalPERS, relating to 3 structured investment vehicles; the U.S. Securities and Exchange Commission and the Attorneys General of New York and Massachusetts; and several private litigations stemming from the financial crisis. As a result of these settlements, we recorded a fourth quarter charge of $1.552 billion. Now let me provide more color on our 2014 accomplishments. During 2014, we expanded our global footprint and reach. Platts acquired Eclipse and relocated its head office to London. Standard & Poor's Ratings Services acquired BRC Investor Services in Colombia. S&P Capital IQ added private company financial data for scores of Australian, Brazilian and Indian companies. S&P Dow Jones Indices continued to partner with important exchanges around the world, reaching or expanding agreements with the Bolsa de Valores de Lima, Bolsa Mexicana de Valores, Bovespa and the Korea Exchange. And J.D. Power launched financial services offerings in Southeast Asia and Australia, as well as a digital automotive retail performance improvement platform in China. As we look at the company's financial performance over the last 3 years, you can see consistent improvements in revenue, margin and EPS. Revenue from continuing operations has grown at a 10% compounded annual growth rate. Our adjusted margins have improved 680 basis points from 21 -- 29.1% to 35.9%. And we've achieved a compounded annual growth rate in earnings per share of 24%. Now let's turn to our 2014 results. Revenue increased 7% year-on-year, adjusted operating profit increased 17%, adjusted operating margin increased 280 basis points and diluted adjusted EPS increased 20%. All of our business units delivered revenue growth, increased adjusted operating profit and improvement in adjusted operating margins. This balanced contribution across all business units is a core strength of McGraw Hill Financial. As we look at the fourth quarter, we finished the year with strong results. Revenue grew 7%, with all business units contributing mid- to high-single-digit growth. Meaningful adjusted margin expansion continued. Although it should be noted that in the fourth quarter 2013, S&P Dow Jones Indices recorded a $26 million noncash impairment charge impacting those results. Notwithstanding this charge, the adjusted margin would still have increased significantly. And fourth quarter diluted adjusted EPS increased 23%. Our global footprint continues to expand as international revenue growth of 8% outpaced domestic growth of 7%. In this chart, you can see that Commodities & Commercial Markets, in particular, delivered the strongest international revenue growth. Now let me turn to the individual businesses, and I'll start with Standard & Poor's Ratings Services. In 2014, revenue increased 8%, adjusted operating profit grew 13% and the adjusted operating margin increased 190 basis points to 43.8%. And during the quarter, revenue increased 8%, adjusted operating profit jumped 18% and the adjusted operating margin increased 380 basis points to 42.2%. S&P Ratings Services continues to make progress in improving margins. In fact, adjusted expenses in the quarter only increased 1% despite elevated costs related to recently resolved legal and regulatory matters. Reviewing the next slide, non-transaction revenue growth, both in 4Q and for the full year, was driven by annual fees derived predominantly from frequent-issuer relationship fees and surveillance and from Rating Evaluation Service revenue. Demand for corporate debt ratings and bank loan ratings drove overall 2014 transaction revenue. While in the fourth quarter, growth was driven by demand for corporate and public finance ratings. If we turn to issuance, U.S. and European trends diverged in the fourth quarter, with 20% increase in U.S. issuance and a 12% decrease in European issuance. And this mirrors the macroeconomic trends of growth in the U.S. and uncertainty that we saw in the fourth quarter in Europe. Fourth quarter issuance in the U.S. was quite strong across all dimensions. Investment-grade increased 22%, high-yield increased 17%, public finance was up 23% and structured finance also rose at 14%, driven by CLOs, ABS and RMBS. In Europe, although corporate issuance was very weak, structured finance increased 49%, especially through a surge in RMBS through a refocusing of the United Kingdom funding for lending scheme, away from mortgage lending. This next chart depicts the number of European corporate issuers, a very important trend that we're watching. You can see a significant increase in our European customer base in the past 2 years. In order for European companies to meet their borrowing needs, they're increasingly turning to the capital markets. While quarterly issuance volumes ebb and flow, this is a very bullish long-term trend. Now let me turn to Capital IQ. In 2014, in S&P Capital IQ, organic revenue grew 7%, adjusted segment operating profit grew 18% and adjusted margin increased 190 basis points. After 2 years of investments, the business delivered adjusted operating margin improvement for the year. And the fourth quarter results were largely consistent with the full year results. Let me add a bit more color on full year revenue growth in the 3 business lines in 2014. S&P Capital IQ Desktop & Enterprise Solutions revenue increased 8%, and this was principally driven by an 11% increase in Desktop revenue. S&P Credit Solutions revenue increased 6% from a 10% increase in RatingsXpress. In the smallest category, S&P Capital IQ Markets Intelligence, revenue decreased 3% overall. While Leveraged Commentary & Data and Global Markets Intelligence continued to deliver double-digit growth, declines in Equity Research Services and the shutdown of FMR Europe more than offset those gains. Turning to S&P Dow Jones Indices. In 2014, this business delivered a 12% increase in revenue, with a 32% increase in adjusted operating profit. Revenue growth was achieved across every dimension of the business
John F. Callahan:
Thank you, Doug. Good morning to everyone joining us on the call. I want to discuss several items in more detail related to fourth quarter and full year performance. I will recap consolidated income statement results both for the quarter and the year; review the recent charges related primarily to legal regulatory items; I will also review the restructuring actions taken across the portfolio in the quarter, including an update on our progress on the $100 million cost-reduction program that we introduced early last year; discuss the free cash flow results; provide a return of capital update; and finally, I will provide additional color on our 2015 guidance. Let me start by reviewing our fourth quarter results. Please note that these figures are adjusted financials, as our GAAP results were materially impacted by settlements and, to a lesser extent, restructuring actions. I will discuss the GAAP results in just a moment. As Doug noted, our portfolio of businesses is performing quite well and closed out 2014 with solid results. In the fourth quarter, revenue grew 7%. Adjusted segment operating profit grew 25%, with all 4 business units contributing to this growth. Adjusted unallocated expense was flat versus a year ago. Total expenses declined more than 1%, contributing to an adjusted consolidated operating profit growth of 28%, a 570-basis-point increase in the company's adjusted profit margin. The tax rate on an adjusted basis was 32%, as the full year came in a bit better than expected. Adjusted net income increased 22%, and adjusted diluted earnings per share increased 23% to $0.95. The average adjusted diluted shares outstanding decreased by 1%, due in part to share repurchase activity completed in the first half of 2014. The impact of foreign exchange in the quarter was a bit more significant versus previous quarter, although it was relatively modest overall. Revenue was negatively impacted by approximately 1 point of growth. Operating profit benefited by approximately 2 points of growth due to the ForEx impact on non-U.S.-denominated expenses. Now let's turn to the full year results. Revenue grew 7% to well over $5 billion. The impact of ForEx on full year revenue is negligible. Adjusted segment operating profit grew 16%, with all 4 business units contributing to this growth. Adjusted unallocated expense increased 7%, primarily due to an impairment charge associated with the sale of a corporate aircraft and a onetime expense associated with the sale of a data center that we recorded in the second quarter. Total adjusted expenses for the full year increased to less than 3%, contributing to adjusted operating profit growth of 17%, driving a 280-basis-point increase in the company's adjusted profit target. The tax rate on an adjusted basis was 33.1%, a reduction of 80 points versus a year ago. Overall, adjusted net income increased 19%, and adjusted diluted earnings per share increased 20% to $3.88. The average adjusted diluted shares outstanding decreased by 1%. Overall, a strong year of performance. Because of the significant legal and restructuring charges, we added this bridge, which I hope will be instructive. During the year, the company recorded $1.7 billion in charges largely associated with regulatory matters and, to a lesser amount, restructuring. These charges were predominantly recorded in the fourth quarter. The after-tax impact of these items was approximately $1.4 billion. The effective tax rate is approximately 20% in aggregate as a result of all of these charges. To provide additional clarity, we have broken out all of the second half charges related specifically to legal/regulatory matters, which totaled just over $1.6 billion. We would expect all of these payments to be made by the first quarter of 2015. I would note that in addition to significant settlements with the Department of Justice, the Attorneys Generals of set 19 states and the District of Columbia and CalPERS, there was $17 million in additional charges associated with the final settlement with the SEC, New York and Massachusetts, and $35 million associated with settlements in several private litigation items stemming from the financial crisis. Because of the strong balance sheet we have maintained, we have ample flexibility to make these payments. Most of the payments will come out of cash on hand and our $1 billion credit facility, which remains untapped at this point in time. Now let me provide some color on restructuring actions in the quarter. Last year, we established a cost-reduction target of at least $100 million by the end of 2016. One aspect of that program was identifying efficiency opportunities in our work processes without compromising the quality and timeliness in how we serve customers. As a result, there have been restructuring actions across the portfolio. During the second half of 2014, we took restructuring charges totaling $86 million, with $41 million in the fourth quarter. These actions are a meaningful part of our ongoing cost-reduction program to sustain margin expansion. Now let me provide an update on the progress we are making overall on this cost-reduction program that we discussed in our Investor Day last year. Our goal has been to achieve more than $100 million of cost reduction over a 3-year period. The pieces of the pie have been sized to display the actual cost savings that we have identified in restructuring our workforce, streamlining our real estate portfolio, leveraging our procurement scale and reducing corporate costs. We are very much on track with this cost-reduction program and now target exceeding initial target, as $140 million in opportunities have been identified. We expect that more than 3/4 of these savings will be realized by the end of 2015. Let me remind you that some of our cost reduction will be reinvested in growing our business. For example, while Platts is reducing its workforce in some areas, it is adding it into others, namely its Metals & Agriculture business. Now let me update you on free cash flow. Our guidance was to achieve free cash flow of approximately $1 billion, and we achieved that. Our cash balance at the end of 2014 was approximately $2.5 billion. In 2014, our return of capital in dividends and share repurchases was $688 million. 2014 share repurchases totaled 4.4 million shares. We did not repurchase any shares during the fourth quarter. Next, I'd like to provide you with a broader view of our return of capital. The company has an outstanding record of returning cash to shareholders. We have returned approximately $3.3 billion in the last 3 years in share repurchases and dividends. We announced today that for 2015, the Board of Directors has authorized a 10% increase in the dividend to an annual payout of $1.32 per share. This marks the 42nd year of sustained dividend increases. As we look forward, we will remain disciplined in our capital allocation strategy. But now that we have addressed the most significant legal/regulatory matters facing the company, we can put more focus on driving shareholder value. Just to remind you on our priorities on the allocation of capital
Robert S. Merritt:
Thanks, Jack. [Operator Instructions] Operator, we will now take our first question.
Operator:
Alex Kramm, UBS.
Alex Kramm:
I think we'll -- let's start with Jack. Jack, I think you when our appetite a little bit here at the end there with your comment on leverage. You've made some comments in the past in terms of the capacity you think the company could take. So -- but you obviously haven't opened the door yet. So what's holding you back? Where do you think you can go? And what do you need to evaluate to potentially do -- would you do something like an ASR or something like that since you haven't been in the market in a while for buybacks?
John F. Callahan:
Yes, Alex, first of all, we do anticipate resuming the share repurchase program, as we commented. But it is a new time for us, right? We do -- we've moved past this moment in time. We have more flexibility now that we've addressed some of the largest legal and regulatory issues facing the company. So yes, we could and will contemplate selectively adding leverage as appropriate, either to appropriate acquisitions and/or to accelerate share repurchases. And we have ample capacity to do that. Our goal is to remain investment grade, and so we have ample capacity to consider all those options. And frankly, we're looking forward to having that flexibility to think about those moving forward.
Alex Kramm:
Okay, great. And then maybe secondly, I guess staying on the topic of the legal resolution. I think you've made comments in the past, there's been significant legal costs, obviously, running through the Ratings business. So now that a lot of this is resolved, can you kind of give us a flavor of how much that was at the end here? How quickly some of these costs are going to come down, given that there's still some ongoing issues, obviously, with some other -- and then in general, maybe just talk about the Ratings efficiency opportunities that exist outside of the legal side a little bit more?
John F. Callahan:
Well, just first on legal. As we have spoken in past calls, legal spend has grown significantly. And it was probably the most significant area of expense growth in the Ratings business. As we go through 2015, our guidance does assume that our legal expense begins to decline, that probably -- particularly as we start or begin to the second quarter and beyond. So we do think it begins to add to margin expansion. That all being said, while I think we have addressed some of the major issues facing the company from a legal point of view, there will be -- there continues to be some legal issues that we have to continue to monitor. So it's not going to go to 0. But we do think it's going to make a meaningful contribution to margin expansion for the year. And then back to your other question about efficiency opportunities. I think, as you can see in the restructuring actions that we've taken, both in the third and fourth quarter across Ratings business, the team has identified -- they have a new program in place, it's called The Way We Work, and it is simplifying and streamlining the work we do every day to produce a rating on a timely fashion in a high-quality way. And we're quite confident that as we continue to drive that program, that can continue further opportunities to improve our quality and improve our turnaround time, and over time, continue to generate efficiencies.
Operator:
Peter Appert, Piper Jaffray.
Peter P. Appert:
So Doug, given the great success you've had here early on in terms of narrowing the margin gap at both Ratings and some of the other units relative to peers, I'm wondering if you're feeling more confident in terms of your ability to get closer to some of these peers from a margin perspective.
Douglas L. Peterson:
Well, thank you, Peter, for the question. That's a valuable focus that we're talking about. As you can see from our guidance that we just gave, we're looking at increasing our adjusted operating profit margin by another 125 basis points for the whole company. It is a very important focus of ours. And obviously, in order to get it right, it requires both a quarter-by-quarter review as well as a longer-term view. And we've got initiatives to grow our top line, and we've talked about a few of them with you. Our focus on customers, which includes how we can have better penetration, our coverage, our segmentation, our pricing. And in addition to that, other ways that we can increase our jaws to get also a much more efficient focus on expenses. We do benchmark against other peers in the market. And some of them, we have better margins than others. We are looking at improving our margins. But this is a very, very big focus of the entire management team.
Peter P. Appert:
Understood. And then, Jack, just as my follow-up, can you give us something explicit in terms of what's assumed in terms of buybacks and the EPS guidance?
John F. Callahan:
Peter, we -- our guidance does assume, let's call it, more of a foundational amount of share repurchases. Nothing, let's call it, terribly heroic. However, I think as we go through the year, we'll be obviously -- we'll have some opportunities to come back and reevaluate that.
Operator:
Our next question comes from Manav Patnaik, Barclays.
Manav Patnaik:
Just firstly on the guidance as well. The mid-single-digit revenue growth, does that include the negative FX impact? And also, could you help us out with some of your currency exposures on revenue and cost side and how we should try and model there?
John F. Callahan:
Yes, no, our revenue guidance does assume a view of the current ForEx environment, which is quite challenging right now. And we do believe that it -- in terms of our initial assumptions, it's probably costing us, in revenue, about 1 point to 1.5 points in growth as we go into the year. A few interesting things, while about 40% of our -- a little over 40% of our revenue is from foreign-sourced customers, we actually bill in dollars for about 80% of our revenue. So we're not that -- the exposure that we have on the revenue side is actually quite limited. And the major currencies there would be the euro, the sterling and the rupee. And then on the other side, we do have some expense exposures that we need to monitor and stay on top of. And just as a reminder, we have close to 8,000 associates in India, and so, obviously, a movement in the rupee can have a significant impact on our expense base.
Manav Patnaik:
Okay. And then just coming back to the question on the margins relative to the legal costs. I understand you said you still obviously have some remaining lawsuits and so forth out there on the private side. So just 2 parts to this. One, I guess, can you just give us an update on what's remaining on the legal side? And then if there's any way to just sort of quantify the relative exposure in the cost base on what you've settled and it's going to sort of get out of the cost base versus what's remaining?
John F. Callahan:
Look, there's -- I think right now, relative, we have about 2 dozen cases outstanding, a good number of them outside of the United States. Nothing is really pending for trial right now. So we'll continue to monitor and work through those. But if there's opportunities to pragmatically resolve those issues, I would just point to today's release. There were -- there was a charge that we took for $35 million that addressed settlement-related issues with a good number of cases. So while there may be -- I don't think the financial exposure is quite any way is relative to some of the issues -- other issues that were resolved in the quarter.
Operator:
Our next question comes from Greg -- or from Vincent Hung, Autonomous.
Vincent Hung:
Just a couple of questions. So the first one, sorry, just to go back on the legal front. Within the full year guidance, can you just give us like a rough sense of like what percentage of legal cost reduction you're baking in, like 50%, 20%, et cetera?
John F. Callahan:
No. We -- all I'd like to say is that we do believe it's going to make a solid contribution to the ongoing margin expansion within Ratings. But that all being said, it's quite likely we're going to spend a little bit more money in the area of compliance and risk management. But net-net, we do overall believe it's going to make a significant contribution to future margin expansion.
Vincent Hung:
Okay. And just on the cost reductions. So if I'm comparing the slide that you gave versus the slide that you gave at Investor Day, I don't see anything on data acquisition cost anymore or technology leverage. Is that just now baked into restructuring or has that already been taken?
John F. Callahan:
There was -- in the area of technology, there is some savings that's baked into procurement. So just to kind of simplify the message, there were places and areas of technology where we had some opportunities to leverage our scale to reduce the number of the supplier -- of some suppliers who are using some key areas of software development. And that's providing some savings. So they -- we see -- as a reminder, back on Investor Day, the purpose of that slide was to lay out the target and to inform investors the various different places where we were going to look for savings. And now that we have done more of the work, I think this -- what the slide today gives you a better representation of what we actually expect to realize.
Operator:
And our next question comes from Craig Huber, Huber Research Partners.
Craig A. Huber:
My first question has to do with the Indices business. Can you just explain, if you would, why the Indices revenue growth slowed in the fourth quarter versus the trend you saw in the third quarter? And also, why it was down sequentially, if you would?
John F. Callahan:
Well, part of it was the -- Craig, we -- this is related a little bit to that impairment charge we took a year ago in the third quarter and in the fourth quarter of '13. So we did lose a license. So that did -- and that really did not start to impact the P&L at all until the third quarter, and then more meaningfully in the fourth. And I suspect it's also going to be a bit of a drag as we go into the first part of next year. Overall, in terms of the underlying performance of the business, we were actually quite pleased with the way the business finished the year. And assets under management actually ended up a bit ahead of our expectations.
Craig A. Huber:
And then also on the debt side, could you just help investors understand how much leverage, on a relative EBITDA, can you put on the balance sheet if you want to buy back stock or through acquisitions and then not hurt your investment-grade credit rating? I mean, how far can you go here, please? And which -- along those lines, what's your debt target ratio forecast?
John F. Callahan:
Well, I mean, I think -- let's put this in terms of -- as a leverage multiple. So somewhere between 2.5x to 3x EBITDA. So I think that would be sort of the range, I think, that we can comfortably stay solidly investment grade.
Operator:
Our next question comes from Robert Simmons, Janney Montgomery Scott.
Robert Simmons:
I'm stepping in for Joe Foresi. I was wondering if you could give us just any indication of what you're expecting on the margin front across all businesses, but in particular, in the Ratings business?
John F. Callahan:
We don't historically give such business-by-business margin on guidance at this point. I would point back that overall, on a consolidated basis, we do expect margin expansion at the consolidated level of at least 125 basis points. But just to put a little bit more color on it, it's hard to achieve that if Ratings particularly does not make some contribution, just kind of given its overall size in the portfolio. On the other hand, if you'd like to go maybe to the other extreme, it's kind of hard to really challenge our Indices business to kind of significantly expand their margins when they're already at 63% or 64%. So I do think there's -- I think there is sort of a range of opportunity that we're mindful as we start to build our overall margin expectations for the business.
Robert Simmons:
Okay, great. And can you give me color on your decision-making process on how you decided to settle all of these big issues that are out there?
Douglas L. Peterson:
Well, we don't normally give a lot of details about our negotiation strategies. But as we've said in our materials that we issued, this was a time when given the -- where we were in the discovery process and the overall litigation process, it was to the benefit of all parties to resolve these issues and move on.
Operator:
Our next question comes from Bill Warmington, Wells Fargo Securities.
William A. Warmington:
So a couple of questions. First was, I wanted to ask if there was something that you could do to -- or you're working on to lessen the impact of the settlement in terms of tax deductibility, insurance, use of overseas cash? And then on the Index business, I was going to ask if you could comment on the M&A environment and potential opportunities there that you are thinking about.
John F. Callahan:
Just on the -- if I was going to limit my comments more narrowly in terms of the legal regulatory settlements to just the Department of Justice, the items with the 19 states and CalPERS, the effective tax rate on those charges is a little less than 20% or high teens, roughly in that area. So there is some tax deductibility. It's not total. The -- right now, we don't see a need, and we're not confident the most -- the best economic choice is to use offshore cash, even though that cash is available. Just kind of given the cost of funding that we can access through our credit facility, that's probably the more pragmatic solution for us if we need a bit of funding here. So that's probably more -- that's probably the path we're going to go down.
Douglas L. Peterson:
And on the overall environment, if you want to talk about the business environment of the Index business and potential M&A. As we've mentioned in our prior disclosures, as well as our discussions about the Index business, we continue to focus on international expansion. As you know, we set up deals last year in Mexico, Peru, Colombia, Brazil, Korea, Taiwan and then across many African nations. We think that this is a secular trend. It's one that we should be heavily focused on. And that also includes building relationships with exchanges around the world. And then another area that we believe is going to be growth is in fixed income indices. So our major growth focus is on international expansion and on fixed income indices. Our base case is based on organic growth and investments using our own platform. And clearly, if there were opportunities or different properties were available, we would always like to take a look. But we don't comment on any speculation about our acquisition activities.
Operator:
Our next question comes from Tim McHugh, William Blair.
Timothy McHugh:
I just want to ask about the comment about seeing 3/4 of those -- that $140 million, I guess, by the end of 2015. I guess, just to clarify. Do you expect that to flow through the income statement or, I guess, actions taken and I guess to eventually realize that? Just trying to get how -- a sense of whether we're going to -- we've seen that in your numbers for '15 or it's more future years?
John F. Callahan:
Yes. No, look, I think we will -- of the $140 million, we'll realize 75% of that by the end of 2015. So to be clear, we started -- as we started to work these programs, we started to get some benefits last year in '14. And so there's a bit of a benefit that we've already realized in our numbers. We do think in '15 -- and '15 is probably the year we'll get the most benefit, so we do think we'll get approaching half, maybe not quite, of the benefit in this year. And that ties very much to the guidance that were given on ongoing margin expansion. And we expect we'll continue to get some additional benefit as we go into '16. And some of these things are timing. Just to give you one real good example, we already have started to get some savings from our exit of our headquarters building at 1221 Sixth Avenue. But we still have employees there. We won't be in a position to shut that down until later this year. Once we do that, then we'll have completed that program. So we started to feather some of these savings in. And we think what will -- we're in good shape to both exceed the target and to make this a meaningful contribution to our margin expansion plan.
Timothy McHugh:
Okay. And then just I heard the comments about the quarter, but I guess thinking for -- on Platts, just given the price of oil, can you elaborate at all on kind of the -- how you think about that and what you're hearing back from customers, given some of them are probably pressured right now?
Douglas L. Peterson:
Yes, that's one of the areas we're spending a lot of time looking at. In the Platts business, we're looking obviously at the different parts of the entire value chain. We have a very small portion of our business is with people that are wildcatters and in the fracking and shale activity industry that represents about 3% of our total business. But what we're also seeing during this period is that we are having very high retention rates of our services as we normally do. There is a lot of demand for information about oil prices and oil fundamentals, petroleum products, et cetera, in this kind of environment. But we believe that we're well positioned to serve the markets and serve their information needs. But at the same time, we're building flexibility into our workforce and into our planning for 2015, in case there is any sort of downturn in volumes in the business that we see.
Operator:
And our final question comes from Ed Atorino, Benchmark.
Edward J. Atorino:
I just want to congratulate you for sort of cleaning the slate. Any little pieces left that remain to be resolved? Or is it basically done?
Douglas L. Peterson:
Ed, well, thank you for being on the call, and thank you for the question. What we're really looking for is now taking advantage of the excellent work that's been done the last couple years to rationalize the portfolio, to put in place a culture of high-quality customer engagement, of focusing on growth, of ensuring that we have a best-in-class control, and that this is the kind of platform that'll allow us to continue to grow the company and deliver results. So this is really what we're all about. It's being about our customers, having great engaged employees and delivering for our shareholders. Well, let me thank everyone for joining us. We are very excited about our prospects for 2015. As you've heard us, we think that we're well positioned for growth and that we've got a great focus on providing superior customer engagement, looking at international opportunities and very, very importantly, focused on our margin expansion. That's something we've got a track record over the last couple years. We want to continue to deliver that. I look forward to updating all of you throughout the year, and thank you again very much.
Operator:
That concludes today's morning's call. A PDF version of the presenter slides is available now for downloading from www.mhfi.com. A replay of this call, including the Q&A session, will be available in about 2 hours. The replay will be maintained on McGraw Hill Financial's website for 12 months from today and for 1 month from today by telephone. On behalf of McGraw Hill Financial, we thank you for participating, and we wish you a good day.
Operator:
Good morning, and welcome to McGraw Hill Financial's Third Quarter 2014 Earnings Conference Call. I'd like to inform you that this call is being recorded for broadcast. All participants are on a listen-only mode. We will open the conference to question-and-answers after the presentation. And instructions will follow at that time. To access the webcast and slides, go to www.mhfi.com. That's MHFI for McGraw Hill Financial, Inc., dot-com, and click on the link for the third quarter earnings webcast. If you’re listening by telephone, please note that there is a live phone option available to synchronize the timing of the webcast slides to the audio from your telephone. To do so, login to the webcast, after completing the guest book screen you will see two windows in the webcast viewer. Along the bottom of the left hand window click the gear icon and select live phone from the list. A line will appear over the sound icon indicating that sound has been disabled through your computer speakers. (Operator Instructions) And now I would like to introduce Mr. Chip Merritt, Vice President of Investor Relations for McGraw Hill Financial. Sir, you may begin.
Chip Merritt:
Thank you and good morning. Thanks for joining us for McGraw Hill Financial's third quarter 2014 earnings call. Presenting on this morning's call are Doug Peterson, our President and CEO; and Jack Callahan, our Chief Financial Officer. This morning, we issued a news release with our results. I trust you've all had a chance to read and review the release. If you need a copy of the release and financial schedules, they can be downloaded at www.mhfi.com. In today's earnings release and during the conference call, we'll provide adjusted financial information. This information is provided to enable investors to make meaningful comparisons of the corporation's operating performance between periods and to view the corporation's business from the same perspective as management's. The earnings release contains exhibits that reconcile the difference between the non-GAAP measures and the comparable financial measures calculated in accordance with U.S. GAAP. Before we begin, I need to provide certain cautionary remarks about forward-looking statements. Except for historical information, the matters discussed in the teleconference may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including projections, estimates and descriptions of future events. Any such statements are based on current expectations and current economic conditions and are subject to risks and uncertainties that may cause actual results to differ materially from results anticipated in these forward-looking statements. In this regard, we direct listeners to the cautionary statements contained in our Form 10-Ks and 10-Qs and other periodic reports filed with the U.S. Securities and Exchange Commission. I would also like to call your attention to a recent European regulation. Any investor who has or expects to obtain ownership of 5% or more of McGraw Hill Financial should give me a call to better understand the impact of this legislation on the investor and potentially the Company. We're aware that we do have some media representatives with us on the call. However, this call is intended for investors and we would ask that questions from the media be directed to Jason Feuchtwanger in our New York office at 212-512-3151. At this time, I would like to turn the call over to Doug Peterson. Doug?
Doug Peterson:
Thank you Chip, good morning everyone and welcome to the call. The Company delivered a terrific quarter with 10% revenue and 32% adjusted EPS growth. And more broadly in creating McGraw Hill Financial, we have made sweeping changes to the Company. In the third quarter of 2014, we continued to take actions designed to position our Company for innovation and profitable growth. Before reviewing our financial performance, I’d like to highlight three matters including in our press release. First, during the quarter we announced the sale of McGraw Hill Construction to Symphony Technology Group for $320 million. The sale positions us as a more growth-oriented and profitable Company. Second, we took a number of restructuring actions in the quarter which impacted almost 400 employees. We remain committed to our growth and performance objectives we outlined at Investor Day, including our productivity goals. Third, Standard & Poor’s rating services is in active discussion to resolve matters pending before the Securities and Exchange Commission, including with respect to the previously disclosed Wells Notice received in July, as well as related to investigations by the Attorneys General of New York and Massachusetts. Although definitive settlements have not been reached, a charged of $60 million related to these matters was recorded in the third quarter. Because we remain in active discussions with these parties I am unable to provide additional information regarding these matters at this time. Separately, I am pleased to report that the SEC recently notified us that it had completed its investigation of Delphinus matter. This was subject to Wells Notice issued in September 2011. The SEC has indicated that no enforcement action will be taken with respect to this matter. Now let’s turn to our results. We’re pleased to report excellent operating performance in the third quarter. Revenues, margins and profitability on an adjusted basis all improved versus the third quarter of last year. Leading the revenue growth during the quarter were Standard & Poor’s rating services and S&P Dow Jones Indices, each delivering double-digit growth. S&P Capital IQ and Commodities and Commercial reported single-digit revenue growth and record adjusted operating profit. Adjusted diluted EPS increased 32% to $1.2. If we look at performance in the third quarter on a consolidated basis, revenue increased 10% year-on-year, adjusted operating profit increased 24% and we achieved a 420 basis point improvement in the adjusted operating margin, all very impressive accomplishments. For our year-to-date figures, revenue increased 8% year-on-year and 9% organically. Adjusted operating profit increased 14% and the adjusted operating margin improved 200 basis points. Our year-to-date growth in revenue, adjusted operating margins and diluted adjusted EPS are all consistent with our 2014 guidance. The Company has converted high single-digit revenue growth into double-digit diluted adjusted EPS growth, and year-to-date the Company has delivered free cash flow of $737 million. And our global footprint continues to expand as international revenue growth of 12% outpaced domestic revenue growth of 8%. In this chart you can see that most of our business units delivered double-digit international revenue growth. Now let me turn to the individual businesses and I’ll start with Standard & Poor’s Rating Services. During the quarter revenues increased 12%, adjusted operating profit jumped 24% and the adjusted operating margins increased 430 basis points to 44% in what has been a seasonally weak quarter. Revenue growth is primarily the result of strong market demand for ratings associated with bond issuance, bank loans and new entities. Adjusted expenses increased almost entirely from additional legal expenses. In an effort to streamline our operations, Standard & Poor’s Ratings initiated a voluntary severance program during the quarter. This program accounts for much of the restructuring charge in the business unit. Standard & Poor’s Ratings delivered exceptional margin expansion during the quarter. In this seasonally slow quarter for issuance, the adjusted operating margin increased 430 basis points. We’re always interested in making investments to augment our portfolio of leading brands. On October 1st, we acquired BRC Rating Services. BRC has 16 years of experience as a leading provider of credit ratings based in Bogotá. BRC provides approximately 300 ratings in Colombia covering corporate bonds, counterparty risk, securitizations and public sector entities. And this is a welcome addition to our ratings capabilities. You’ll see moving to this next slide that non-transaction growth in the quarter which in aggregate grew 7% was driven primarily by annual fees and growth at CRISIL. Annual fees increased as we continue to expand our client coverage. In addition, they increased from a recent focus on better realization from frequent issuer programs. CRISIL delivered 13% growth primarily driven by Irevna which increased revenue almost 20%. Irevna provides Global Research & Analytics Services. Transaction revenue was up 18% due to strong growth in financial services bond rating, as banks continue to rebuild capital structures to meet regulatory requirements. While many of these large customers have signed up for frequent issuer programs, issuance that exceeds certain stipulated thresholds result in excess issuance fees. And these excess issuance fees are recorded as transaction revenue and contributed to growth during the quarter. Also driving transaction revenue growth was a 19% increase in bank loan ratings revenue. This is a continuation of a trend that we’ve seen for several quarters now. As you see in these graphs, total issuance decreased in the U.S. by 2% while increased in Europe by 9%. Excluding the $49 billion bond issuance by Verizon in the third quarter of 2013, issuance in U.S. actually grew. In the U.S. structured finance issuance increased 37% and this is primarily a result of collateralized loan obligations or CLOs, with year-to-date 2014 issuance surpassing the previous annual issuance record. In addition CMBS had its strongest quarter of issuance since 2007. In Europe corporate issuance grew 10%, driven by investment-grade issuance particularly in financial services. High Yield decreased 21% following a record second quarter and Structured Finance grew 8% driven by ABS which increased 89% primarily as a result of auto issuance. Before leaving the topic of Standard & Poor’s Ratings, I want to provide a couple of regulatory and legal updates. First in late August the SEC published final rules under Dodd-Frank relating to NRSROs. Standard & Poor’s Ratings is undertaking a comprehensive review of the new rules and related adopting release which are over 700 pages long. As with all regulations applicable to our businesses, we will contuse to take the steps we believe are necessary to be in compliance within the required timeframes. Second, Standard & Poor’s Ratings continues to work through a number of legal and regulatory matters, including the matters I referred to earlier that resulted in the 60 million charge in the third quarter. Starting with this quarter’s Form 10-Q which will be on file later today, we’ll provide a comprehensive update of material pending matters and developments in each of our quarterly filings. I would direct you to those filings for more information. Now let me move on to S&P Capital IQ, which delivered top-line growth of 6% this quarter. Excluding the lost revenue from ongoing portfolio rationalization of several small products, organic growth was approximately 7%. The largest contributors to this growth were S&P Capital IQ Desktop and RatingsXpress, which both delivered double-digit growth. Top-line growth in S&P Capital IQ is particularly impressive in light of the ongoing revenue and employment declines across the financial services industry. This revenue growth has enabled the business to report record adjusted operating profit and the highest adjusted operating margins since the second quarter of 2012. Let me add a bit more color on revenue growth in our three business lines. In S&P Capital IQ, Desktop and Enterprise Solutions revenue increased 8% principally driven by a 13% increase in Desktop revenue. In S&P Credit Solutions revenue increased 6%, this was driven by 11% growth in RatingsXpress, and in S&P Capital IQ Markets Intelligence revenue decreased 3%. While leverage commentary and data and global markets intelligence continued to deliver double-digit growth, declines due to the shutdown of FMR Europe more than offset those gains. Now let me turn to S&P Dow Jones Indices, this business delivered a 15% increase in revenue with an 18% increase in adjusted operating profit. Revenue growth was achieved across all businesses, ETF AUM, mutual fund AUMs, derivatives and data subscription, adjusted expenses increased 10% year-over-year due primarily to headcount additions. If we turn to the key business drivers, ETF AUMs associated with our Indices increased 25% to a record $733 billion from the end of the third quarter 2013. Importantly, 10% of this growth was a result of new inflows. Derivative trading volumes picked up in the quarter with daily volumes based on the S&P Dow Jones Indices increasing 7%. The trading volumes of two key products SPX and VIX increased 10% and 12% respectively. S&P Dow Jones Indices continues to expand its product offerings and partner relationships around the world. During the quarter, the business announced an agreement with the Bolsa Mexicana de Valores, BMV for index licensing distribution and management of BMV indices. This includes their flagship index IPC, the broadest indicator of the BMV’s overall performance. S&P Dow Jones Indices also announced an agreement the Bolsa de Valores de Lima, BVL for index licensing distribution and management of the BVL Indices. All BVL indices will be co-branded S&P including a new version of the flagship IGBVL index and a new blue chip index soon to be launched. Interest in passive investing through index-based investment products is just beginning to take shape in Latin America, with more ETF assets based on our indices than any other index provider in the world. S&P Dow Jones Indices is in a unique position to help facilitate the growth of index-based investing in Mexico and Peru by offering a deeper and more prolific line up of benchmarks. By aligning to these premiere exchanges, international and domestic investors will have new tools to measure and potentially access investment opportunities in Latin America. Lastly S&P Dow Jones Indices in conjunction with research affiliates a global leader in innovative indexing and asset allocations strategies, launched the Dow Jones RAFI Commodity Index. There has been a lot of talk about alternative beta indices lately. This is another example of an alternative beta index offering from S&P Dow Jones Indices. And the Dow Jones RAFI Commodity Index offers a factor-based approach that uses certain criteria to under and overweight commodities, but with typical index merits like liquidity, governance and transparency. Now let me turn to commodities and commercial markets. With the sale of McGraw Hill Construction expected to close in the fourth quarter of 2014, we moved McGraw Hill Construction to discontinued operations, thus restating our financials for 2014 and 2013 to reflect this. On a continuing operations basis revenue grew 7% in the quarter and adjusted operating profit increased approximately 9%. Importantly, the segment’s adjusted operating margin has been materially enhanced. The divestiture of Aviation Week in McGraw Hill Construction coupled with the elimination of the commodities and commercial management layer has improved adjusted margins by approximately 400 basis points. If you go back and look at last year’s third quarter results, you’ll see that the business unit reported adjusted operating margins of 32.3% versus 36.7% this quarter. I want to point out that since commodities and commercial markets now includes only Platts and J.D. Power on a going forward basis we’ll no longer be breaking out revenue for the two components. Now turning to Platts in the third quarter, Platts delivered high single revenue growth as strength in price assessment, market data subscriptions and a modest benefit from the recent Eclipse acquisition will partially offset by the weakness in global trading services. Global trading service licensing revenue continued to be impacted by weak trading volumes. Metals and agriculture building on recent investments delivered the greatest rate of revenue growth at 27%. On September 9th, IOSCO released its initial report on the implementation of its principal for oil price reporting agencies or PRAs. They concluded that quote “During the first year of implementation, the 4 PRAs have made good progress with regard to the PRA principals”. And Platts continues to launch new products and services. This slide shows the increasing breadth of the Platts business. Platts’ leadership has worked steadily over the past few years to build an agriculture group, capable of growing beyond sugar and bio-fuels. Platts recently embarked on a its first foray into new agricultural sector formally launching its inaugural publication for the grain market. Daily Grains features daily price assessments for FOB Black Sea Wheat, Azov Sea Wheat, Black Sea Corn and CIF Marmara Wheat, as well as market commentary and price rational. The new offerings introduces the concept of price discovery into the Black Sea Grains market and frees market participants from gathering news and prices from multiple sources. The liberalization of Turkey’s power industry was a driving force behind our July 2nd launch of new price assessments for the Turkish market and a new supplement to European Power Daily. The new assessment to new publication Turkish Power Weekly reflect nearly two years of deep market engagement in Turkey with key market participants. And on August 15th, Platts launched a weekly spot price assessment for Europe-delivered industrial-grade wood pellets known as I2 and a suite of UK wood pellet profitability spreads at different fuel efficiencies. The move was spurred by an emerging trend in Europe, of fueling power plants with I2 pellets alone or in combination with coal to cut down on greenhouse gas emission. Now turning to J.D. Power, the business delivered double-digit revenue growth in the third quarter driven by gains in the Auto business. Auto business growth was fueled primarily by the U.S. PIN and PIN is the power information network, the business as well as consulting. PIN provides real-time automotive information and decision-support tools based on the collection analysis of daily new and used vehicle retail transaction data from 1000s of automotive franchises. Details from these transactions are evaluated to create products that’s focused on key measures including price, cost, profit, finance terms, lease and trading values. Revenue from global service industries which includes financial services, insurance, telecommunications, travel and other non-auto related customers increased modestly in the quarter as did revenue from advertising licensing, revenues from customer’s usage of J.D. Power brand. In summary, I’m pleased with the excellent operating results we saw in the third quarter as we continue to create growth and drive performance across the Company. Total revenue increased 10% notably with 12% international revenue growth. We continue to launch new products and establish licensing agreements. We rationalized our portfolio with the sale McGraw Hill Construction and we initiated additional restructuring efforts and financially the Company delivered 32% adjusted diluted EPS growth and year-to-date free cash flow of $737 million. I want to thank all of you for joining the call this morning and now I’m going to hand it over to Jack Callahan, our Chief Financial Officer. Thank you.
Jack Callahan:
Thank you, Doug. Good morning to everyone joining us on the call. I want to briefly add a bit more color to several items related to the third quarter performance. First I will discuss the impact to our financial results due to the reclassification of McGraw Hill Construction as a discontinued operation. Second, I will review certain adjustments to earnings that were recorded in the quarter. Third, I will recap key consolidated financial results in the quarter. Fourth, I’ll provide updates on the balance sheet, free cash flow and return of capital, and finally I will review our updated guidance which is directly impacted by the elimination of McGraw Hill Construction. The sale of McGraw Hill Construction to Symphony Technology Group is expected to close in the fourth quarter. With the sale pending, we’ve reclassified the business as a discontinued operation. It is important to understand the impact on our financial results from this change. All of the financial periods presented today, exclude McGraw Hill Construction results from continuing operations. This includes the current quarter results, as well as both year-to-date and prior year results. This change reduced our reported revenue, as well as our earnings per share from continuing operations. This has an impact on 2014 guidance as construction represented approximately $0.10 of earnings per share. I will provide more detail on our updated guidance shortly. Now let me turn to adjustments to earnings to help you better assess underlying performance of the business. In total pre-tax adjustments to earnings from continuing operations totaled $110 million during the quarter. The first of these as Doug already discussed is a $6 million charge related to certain regulatory matters. As we stated in the earnings release, there can be no assurance that this amount will be sufficient to resolve these matters or that definitive agreements will be reached. As Doug mentioned, we are actively working with these parties to resolve these matters. You should review our Form 10-Q which will be filed shortly for additional information regarding legal and regulatory matters generally. Next, that was a $46 million charge related to restructuring actions taken across the company. Consistent with our efforts to achieve productivity gains, we undertook numerous actions to streamline operations. Most of the charges recorded in the quarter were related to severance. We currently expect approximately half of the savings associated with these actions will flow to the bottom-line in 2015, while the balance is aimed to reallocating cost to fund longer term growth initiatives. As Doug stated, we remain committed to pursuing the growth of performance goals we outlined earlier this year during our Investor Day. Lastly, there was also a $4 million adjustment to Standard & Poor’s Dow Jones Indices for professional fees related to corporate development activities. Now let’s turn to the third quarter income statement. Overall these are just terrific results. Revenue grew 10%. Adjusted segment operating profit grew 20%, with all four business units contributing to this growth. Standard & Poor’s Ratings and S&P Capital IQ led the way as these delivered adjusted operating profit growth of 24%, most notably after cycling through a period of stepped up investments S&P Capital IQ delivered record adjusted quarterly operating profit. Adjusted unallocated expense decreased 6 million, primarily due to lower corporate costs. The tax rate on an adjusted basis was 33.5% consistent with our previous guidance. Please note that on a GAAP basis, the tax rate was approximately 39% largely due to the $60 million charge related to certain regulatory matters, which we have assumed is non-deductable. Adjusted net income increased 31% and adjusted diluted earnings per share increased 32% to $1.02. The average diluted shares outstanding decreased by 3.4 million shares versus a year ago, driven by both share repurchase activity and a reduction in the number of stock options outstanding. Now let’s turn to the balance sheet. As of the end of the third quarter, we had 1.9 billion of cash and cash equivalents of which almost 1 billion is held outside of the United States. We continue to have approximately 800 million of long-term debt. Our free cash flow during the first nine months of the year was $737 million. Going forward, we believe our balance sheet positions us well to make investments that strengthen the portfolio, including acquisitions, maintain our long history of dividend growth and as appropriate, continue our share repurchase activity. Now let me update you on our return of capital activity. During 2014, we have repurchased a total of 4.4 million shares at an average price of $79.06 to a total of $350 million. The total year-to-date return of capital in dividends in share repurchases is $607 million. We did not repurchase any shares in the third quarter. In the near-term, we decided to maintain the availability of domestic cash for potential acquisitions and other considerations. Over the long-term, we intend to continue repurchasing shares after taking into account the other uses of cash that I just mentioned. Now, I would like to turn to our 2014 guidance which we are updating due to both the sale of construction and strong third quarter performance. First, we are increasing our revenue guidance for mid single-digit growth to mid to high single-digit growth as all of our businesses are performing well. Second, our previous adjusted operating profit margin was an increase of at least 100 basis points. In light of the excellent progress we have made year-to-date, we are increasing this guidance to approximately 200 basis points. Third, we’ve adjusted our guidance for earnings per share from continuing operations to reflect the reclassification of McGraw Hill Construction as a discontinued operation. This removed all of their earnings from our income from continuing operations. As I mentioned earlier, from an EPS perspective, this resulted in elimination of approximately $0.10 on a full year basis. However, based on the continued strength in our results, we can offset some of this elimination. Therefore, our new 2014 adjusted earnings per share guidance from continuing operations is the range of $3.78 to $3.83. Finally, we’re slightly lowering our capital expenditure guidance to approximately 100 million. The remaining elements of our 2014 guidance remain unchanged. In closing, we continue to focus on creating growth and driving performance. Strong year-to-date results across our business units and the restructuring actions highlighted today are examples of our efforts to deliver on these goals. We remain very much on-track for a strong year of growth and performance in 2014, our first full year at McGraw Hill Financial. With that I’ll turn the call back over to Chip.
Chip Merritt:
Thanks Jack. Just a couple of instructions for our phone participants. (Operator Instructions) I would kindly ask you that you limit yourself to two questions. That is two questions, in order to allow time for other callers during today’s Q&A session. (Operator Instructions) Operator, we’ll now take our first question. Question-and-Answer Session
Operator:
Thank you. Our first question comes from Patrick O'Shaughnessy with Raymond James. Patrick O'Shaughnessy - Raymond James I was wondering if you could provide a little bit more detail on the go forward impact of your restructuring efforts, if you can talk about what sort of expense reduction implications or operating margin implications that’s going to have in 2015?
Doug Peterson:
Patrick it’s a little early to provide too much detail on 2015, but just going to a few, a little bit more detail. In general the restructuring charge was 46 million, on average for every dollar of structuring we save a dollar, just to kind of to keep it simple. And I think in our current forward look, I think you should expect that about half of that amount, half of that restructuring amount would contribute to margin expansion and profit growth in 2015. The other half we’re selectively reinvesting in growth initiatives to really support longer term top-line performance as we go into next year. Patrick O'Shaughnessy - Raymond James And then for my second question.
Doug Peterson:
Patrick this is just one part of our ongoing commitment to deliver at least $100 million of productivity by the end of 2016. Patrick O'Shaughnessy - Raymond James And then for my second question, just talking about your capital return strategy, obviously you have been doing the share repurchase this quarter. As you’re thinking about your usage of cash and you talked about it for acquisitions or potentially other matters. For acquisitions specifically, historically I know you guys have been looking to use your outside the U.S. cash for that. Have you changed your thought process there? Are you more inclined to try to reserve some of your U.S. cash at this point for M&A?
Doug Peterson:
Well your point observation is right on. I clearly would love to be able to deploy some of our offshore cash for acquisitions. It is just that not necessarily all of the interesting properties are offshore. So from time-to-time if there is a domestic opportunity, we want to be sure we have the adequate flexibility to consider it.
Operator:
Our next question comes from Manav Patnaik with Barclays. You may ask your question.
Unidentified Analyst:
This is actually Craig calling on for Manav. I just wanted to ask around the new risk retention rules that have just been formalized. I was wondering if I could get your thoughts on the puts and takes around issuance after these regulations. And how you think the rules will impact the market?
Doug Peterson:
Yes, this is Doug those are going to be very important rules that are coming out of the financial crisis in Dodd Frank. As you know these rules were required six different agencies to put them in place and so they have a lot of input, they went through two different rounds. The final rule themselves will take two years before they’re going to be implemented. And in particular there is two areas which I think the most questions are going to be coming up around. The first is on mortgage securities and understanding what is going to be in or not in. And what are the rules is going to be around mortgage securities? Exemptions have been given for certain types of retail mortgages which had not been expected which actually might give more impotence to see more active RMBS markets. On the other hand the provisions related to CLOs are something that are new because of the two aspects. One is that, there are rules about the hold back period or they call it skin in the game, I call it eat what you cook. But the new rules on skin in the game applied to arrangers not just necessarily underwriters and originators. So getting that right and how that’s going to be applied to 5% hold back could have some impacts in particular on the CLO market, that’s the one people are watching carefully. But it will take two years for that to go into place. The second aspect also relates to what will be potential differences between European skin in the game rules and the U.S. rules in the case of any in the case of any kind of multi-national or international placement. So anyway short answer, the rules just came out, there are going to be years before they are implemented and we will obviously watch that very closely. No specific impacts that we’ve defined so far.
Unidentified Analyst:
And then I guess with all the news around falling oil prices, could you talk about how lower prices or decreased production could impact Platts’ revenues?
Doug Peterson:
Yes, so there is two aspects to that on the first hand, there is because of the drop in oil prices because there are so many new types of oil wells and oil products which are being developed, it actually increases needs for us to have very specific oil well and delivery-related price assessment. So, on the one hand with things like shale oil, shale gas, new fields coming on place this is something that is valuable for us to have the assessments and the information for those types of new services. Where we see some impact is that as you have seen the banks retreating from the commodities markets and in particular oil trading they’ve been selling their businesses and reducing the risk related to that. We have seen some lower levels of trading and so as you saw our growth estimates for the last quarter results in the trading part of our business we’re not as strong as in our information side of the business. So there is some impact depending on where trading is, but usually the higher the volatility, as that goes up there is usually also more trading business. But we don’t see any direct impact on Platts’ revenue just because the prices are going lower in fact with all of the new sources of oil products coming on stream and with some of the uncertainty we expected there will be just as much demand as ever for our oil pricing services.
Unidentified Analyst:
Okay, thanks for the color.
Doug Peterson:
Yes, thank you.
Operator:
Our next question comes from Alex Kramm with UBS. You may ask your question. Alex Kramm - UBS Just coming back to the Ratings business, obviously you raised guidance I guess for the whole business, but wondering how kind of the current outlook here impacted that guidance or being more specific like what you see out there because obviously the quarter has been a little bit soft, but might be opening up a little bit now that this volatility has gone away. So, maybe you can just give us a little bit of color what you expect here in the near-term on the Ratings side?
Doug Peterson:
Yes, so first of all just a little bit of color from the last quarter. Last quarter the issuance in the markets was basically quite strong as you can see from our results, but if you look at the gross numbers you’d actually think that there had been a big drop in activity. There was a lot of impact in the size of the markets and the growth given the prior year there had been a 40 plus billion dollar Verizon issuance that skewed some of the numbers, but really if you go into the numbers there was a big mix shift in prior quarters there had been a lot of issuance of industrials, public finance and in particular of high yield and issuers both in Europe and the U.S. Last quarter industrials, corporates and high yield actually were a little bit lower than they had been in prior quarters and that was made up by financial services. So banks, broker dealers and others in the financial services industry increased their issuance dramatically in order to continue to raise capital in this very low interest rate environment, diversify their funding sources. So we saw a big increase in financial services issuance last quarter. And then in the structured finance market CLOs continued to be very strong, there was a lot of growth there, CMBS was strong, but RMBS continues to be anemic basically in the U.S. it has been a small market and traditional ABS which is things like credit cards and others has chugged along on kind of a normal level. In Europe there was a very large increase in traditional ABS which was receivables and credit cards and some there was a little bit of RMBS growth but based off of a low base. This is the Europeans would like to see more private sector bonds in the markets so they have more tools at the ECB to do quantitative easing and have ways to manage the money supply and stimulate the economies. Anyway for October, issuance on October continued along the kind of a mixed path that I mentioned, there is, it’s something where the October issuance was continued on the same path for a corporate and high yield which was lower than last year but on the other hand financial institutions had continued to go to the market, ABS issuance was strong in October, it was up in traditional ABS, CMBS continued to be strong, CLOs have been a little bit patchy, there is kind of deals week-by-week and RMBS as I mentioned throughout the entire year has still been pretty anemic. So, we’re going to watch carefully what is the mix shift during the end of the year and as I have said results so far in October were mixed. Alex Kramm - UBS And may be just quickly switching back to the margin here particularly on the Capital IQ side, I mean that one jumped pretty substantially not only year-over-year but also sequentially. So, anymore color that you can give there, I know there were product launches, I know some of the investment phases are over there has been some management changes but anymore color you can give in terms of how near-term sustainable these margins are or there was maybe something that was a little bit more one-time than we should think about near-term? Thanks.
Doug Peterson:
As we mentioned before we have cycled through a period of stepped up investment and the business now has generated profit growth now for I think for like five straight quarters and I don’t know if we are going to be at this margin for every quarter over the next two or three, but I think we’ve moved to a little bit of a higher range here and we’re going to look to kind of build on that over the next year or so. So I wouldn’t say it’s going to be straight line from here maybe back and forth a bit. But I do think we’re sort of moving to a little bit of a higher more sustainable level over the medium term.
Operator:
Our next question comes from Andre Benjamin with Goldman Sachs. You may ask your question. Andre Benjamin - Goldman Sachs My first question is maybe if you could talk a bit about what drove the double-digit increase in Capital IQ Desktop? How much of that is volume or is this pricing? And I was wondering are you taking share from others given most other companies that had been reporting are not growing as fast or is it simply narrowing the price gap versus some of the peers with more expensive Desktops?
Doug Peterson:
Yes so let me take that. On the first part of it, there has been a -- we’ve had double-digit growth in the S&P Capital IQ Desktop for a few quarters now. And it’s driven by a few things. First of all it's driven by a broader sources of customers. So don’t just think about Cap IQ going on the Desktops of investment banks and trading floors. It’s broader going into middle-office and back-office, risk management, different types of users within financial institutions, it’s being used more broadly and widely at asset management firms and insurance companies. So there has been an expansion of the types of users that we’ve been targeting and working with to ensure that our services and solutions meet their needs. And in addition to that, we’ve been able to add some functionality which is valuable for analytics purposes and through that we can also increase some of our pricing. But the main driver of this is actually volume as opposed to pricing. This is the way that we’re looking at it and we’re working with a lot with Imogen Dillon Hatcher who is the Acting President to ensure that we’re very closely focused and targeted on our customer needs and products and service needs. But it’s actually been chugging along quite well with this double-digit revenue growth as we have become much more targeted on the sales. So much more customer and volume driven and price driven so far and later this year and early next year we’ll give you more guidance for 2015 on Capital IQ and all of our businesses.
Jack Callahan:
Andre one thing I would add too, as I think with maybe a modestly let’s just cal it modestly improving environment out there and some of the customer segments that we serve with the product are not only having good sales results, but for the rate of cancellations that we’ve had it sort of dropped down. So our retention has actually improved a bit too, and I think that’s also sort of supporting this nice growth that we’ve seen. Andre Benjamin - Goldman Sachs And for my follow-up I was wondering if you could maybe talk about investment for growth in the Indices business. Maybe talk about how attractive you’re thinking about -- or how attractive you would think it is to build it organically or via M&A, maybe the thoughts around expanded beyond your core equities Indices where you’re strongest, and how comfortable you’d be doing out large deals to expand that business versus a series of small ones?
Doug Peterson:
When we look at business it’s really driven by taking a step back and thinking about the strategy that’s going to fit, what are the trends. And the big trend that we talk about and we look at and we can see it. This is something you can actually measure is the growth of investible assets around the world from a combination of retirement assets building up in the developed market and investment assets whether they are for savings, for education, for retirement, et cetera as the emerging markets and other markets around the world have growing population. So we look at the broad trend and we know that we have a very strong platform in equities, as well as having very strong platform in commodities. And we also have the ability for custom Indices and strategic Indices that we’re always investing in and growing. So if you look across that we would like to continue to build into that mix both across global expansion, you have heard in the last few quarters that we’ve done business in Africa, we have started doing more African Indices, we’ve done in Taiwan this quarter and Mexico and Peru. So we’re doing expansion globally, these are fill-ins and allow us either through partnerships or acquisitions to fill-in our Indices space. We’re very interested in continuing to expand our fixed income growth. This is an area that for us is quite strategic, so international and fixed income, are both really impotent elements to the business for expansion. We would look very carefully at any sort of property that was available in the market, whether it was large or small, if it was going to fit our strategy and fit our business model, we would look at it. But there is no comments that we can make on any specific transactions or anything that’s going on in the market, but for us right now going back to where I started S&P Dow Jones Indices is a great performer. We have a great team there and it fits very well in our portfolio, especially in light of all of these very significant secular trends that we believe we’re responding to.
Operator:
Our next question comes from Peter Appert with Piper Jaffray. You may ask your question. Peter Appert - Piper Jaffray So tragically I am going to have to waste my question with a point of clarification here is the just the full year guidance meant to imply fourth quarter EPS of $0.85 to $0.90? That’s question one.
Jack Callahan:
I think it’s 10 year is too better than that but I think it is that range Peter kind of get to the accurate, but I think kind of that is based going back to some of the comments that Doug made earlier about this sort of let’s say, it is called mixed start in terms of the issuance in October so that combined we also if you just look at our trends in the last few years we tend to run a little bit heavier in expense in the fourth quarter, there is a bit of pressure in the Ratings business with legal expense and the one other consideration I would point you towards too is we really as yet have not had a full quarter of impact in the Index business of the lost UBS contract that we had and I think this would be the first quarter we’ll see that full impact. So there is a number of considerations that we’re actively positioned kind of given the strong results of the third quarter, and fairly conservative outlook for the fourth quarter right now. Peter Appert - Piper Jaffray And then in terms of the restructuring asset, restructuring efforts at S&P Ratings and very impressive margin upside you saw in the current quarter. What should we expect going forward in terms of either additional restructuring efforts or potential to drive margin improvement there, how big do you think the upside is in terms of the margin leverage at S&P Ratings specifically?
Doug Peterson:
Well, we’ve talked about it in the past and the way we’ve been thinking about it with Neeraj Sahai, who is the new President and there are different categories of expenses that we’re looking at there is some of these that are very clearly ongoing permanent costs that we built into the organization things from compliance from control from a international network, those are we think are very important for us strategically to run our business. We have another set of topics which relate to I call them changes which we’re going to, which will eventually go away very importantly legal expenses I see that as a temporary expense increase as I have said before once they’re normalized that will help significantly with our margins and then there is efficiency opportunities that we’re working on which as an example our recent voluntary retirement program allows us to reposition some of our labor force with different profile with some younger talent and so we’ve got some opportunities to really work on efficiency. So, it’s a combination of some permanent expenses we’re going to absorb and really we can talk to you about those in the future, we’ve got our opportunities for overtime eliminating some of our expenses and then we’ll see those and then we have got some restructuring and efficiency opportunities that we’ll be working on, we will provide more guidance for 2015 early next year and at that time we’ll have more clarity on all of this and give you some more precision. Peter Appert - Piper Jaffray Alright, thank you Doug.
Doug Peterson:
Thanks.
Operator:
Our next question comes from Craig Huber with Huber Research. You may ask your question. Craig Huber - Huber Research Yes, good morning. My first line of questions just has to do with the lack of share buyback in the quarter and also almost want to ask, was there any I don’t know restricted or material information that prevented you guys from buying back any stock in the quarter obviously first half of the year you bought almost 4.5 million shares but nothing this quarter?
Doug Peterson:
Craig, even f there was I don’t think we could comment on it so well let’s just say we thought it was prudent at this moment in time just to have some more flexibility and the availability of domestic cash and due to some possible corporate development activities combined with other considerations in that. We’ll come back, we’re not -- share repurchases it is part of our financial algorithm and we anticipate that will continue and I think we’ve been pretty aggressive in the past in this area. I just think for now we thought it was just appropriate to take a pause. Craig Huber - Huber Research So is that to say then down the road you would be open to using the flexibility of your balance sheet a very clean balance sheet taking on some leverage to buy back stock down the road? And then my following question if I could sneak one in here is, what is your backlog for breakeven.
Chip Merritt:
Craig, Craig we are keep it to two today, keep it to two. Craig we are keeping two questions today please. Craig Huber - Huber Research Fair enough, Chip.
Chip Merritt:
Thank you.
Doug Peterson:
I would just take you back to where we’d like to deploy cash I mean first we’re going to invest back in our businesses to drive organic growth. Secondly, if we think there is value-creating acquisition to help us build our global portfolio that we’d like to, that is our second place we’d like to deploy capital. Third, we want to continue to maintain the growth in our dividend to keep up the wonderful history we have now over four years of sustained dividend growth. That all being said, once we exhaust those opportunities kind of given strong cash flow of this business, we’re quite likely to have some balance sheet flexibility we had and we will continue to look to repurchase shares assuming that we believe that we’re making those decisions at the right time in the market. So, that should be, you should expect that to be part of our go forward plans. Craig Huber - Huber Research Great, thank you.
Doug Peterson:
Thanks.
Operator:
Our next question comes from Tim McHugh with William Blair. You may ask your question. Tim McHugh - William Blair Yes, thanks. Just on the restructuring program with S&P Ratings, some of the kind of the headlines there in the news articles we’d seen related to it suggest there is basically pretty broad-based for just any one over certain kind of experience level that maybe unfair. But I guess just trying to understand I guess was it broad-based? Was it targeted and in particular spots of the organization where you saw kind of room for more efficiency. I guess just maybe what were you willing to try and cut out as part of that program?
Doug Peterson:
Well this program was designed to maybe as opposed to the first word you used broad it was much more narrowly focused. It was U.S.-based-only and it was targeted to only directors which is a more senior level of management and above. And so this was a targeted reduction, if you think about it, it was a way to help us think more about the organization in a little broader way, more of a pyramid. And so it was more focused, more narrow and it was U.S.-domestic-based. Tim McHugh - William Blair And I guess the reason or the conclusion you came to that you thought there was room for that is or do you feel there is more, there is room for less managerial or I guess as you said a wider pyramid. I guess I am just trying to understand the logic behind that?
Doug Peterson:
Yes think of it as an opportunity, I used the term when I talked before about how we think about our margin that we have some permanent areas that we’re going to figure out, things that we want to keep, we’ll look at them carefully, we have got these temporary blips in expenses things like legal expenses which eventually would be normalized. And then we’ve got these efficiency in opportunities that we’re looking at whether it’s through technology or in this case looking at our workforce and how we can have the right type of workforce to respond to the markets that we have. And so we looked at this in a way that was really narrowly focused on what kind of workforce do we have and how we can look at the right kind of pyramid and the right resources against our market opportunities. So this was narrow.
Operator:
Our next question comes from Joe Foresi with Janney Capital Markets. You may ask your question. Jeff Rossetti - Janney Capital Markets This is Jeff Rossetti on for Joe. Just a quick question on fourth quarter margin guidance if I could in think year-to-date if I have it correct the margins are up about 160 basis points and I think you’re guiding for about 200 basis point improvement. So I just wanted to see what kind of by the segments what you might be expecting to improve. I think the Index business might have a good comparison. But just wanted to get your thoughts on the fourth quarter margins and how they might be settling out.
Doug Peterson:
Yes and the way I want to get to into weaves in terms of by segment, I wish overall I think we were consistent with the guidance now of full year of margin expansion of 200 basis points or better that we’re going to need to exceed that in the fourth quarter to make that work kind of given your observation on the year-to-date results. And obviously part of that will be aided by the overlap that we have in the Index business when we took a write-down last year in the fourth quarter, but beyond that I think we continue to expect solid contributions across the business lines like we have in this quarter.
Operator:
Our next question comes from Vincent Hung with Autonomous. Your line is open. Vincent Hung - Autonomous Just on the increase to the operating margin guidance by 200 basis points. How much of that is just due to moving the construction business to discontinued operations?
Doug Peterson:
It has a modest impact but it’s trivial relative to the performance of the business. It’s fairly modest. Keep in mind it’s only on a full year basis around the $170 million revenue business and so in the overall mix, it is quite insignificant.
Jack Callahan:
Let me just go back a second and give you a little bit of thoughts about our philosophy on this and when we had our earnings call earlier this year I mean I am sorry our Investor Day earlier this year, we talked about some goals that we have for productivity. And as we think about productivity for the Company it’s a combination of scale and how we’re able to take advantage of the kinds of, if you want to call it punch power that we have in our businesses for sales, for customer focus for innovation and how we can drive higher growth in our top-line. So one of the areas we really want to look at for margin it’s not just about expenses, it’s also about helping drive our growth in the top-line and that’s really one of the most important messages that we want to get across that this is about the top-line. But at the same time we also want to ensure that we’re running the Company in a way that is effective and efficient and so programs like the ones that we’re talking about before in the Ratings business where we’ve done a very selective opportunity for us to look at restructuring of senior employees in a very specific way. Those are the types of things that we’re looking at that we could do across the company. But they’re very selective and it’s not something that we’re doing in a way that is always going to be visible but it’s a mindset about high growth, top-line growth and then very selective approach to ensuring that we’re efficient with the bottom-line and we think that we would like to deliver both of them and get an increase in margin. So, overtime we’re going to try to track both sides that have, higher growth, better sales, better approach to customers and then ensuring that when we use our assets and we deploy our resources that we’re doing in a way that it’s the best way to drive growth and also efficient so that we can be driving our margins. Vincent Hung - Autonomous And just my other question is, so you said half of the restructuring cost is likely to fall to the bottom-line next year, how should I relate that to the 100 million and cost cutting initiatives that you’ve laid out at Investor Day?
Doug Peterson:
You should view it as part of that overall initiative. Vincent Hung - Autonomous Okay, thank you.
Operator:
Our final question comes from Bill Warmington with Wells Fargo Securities. You may ask your question.
Unidentified Analyst:
Hi it’s Johnson on for Bill Warmington. Just a quick question for the pending sale at McGraw Hill Construction, what sort of tax rate should we use on the $320 million in proceeds you’re getting there?
Doug Peterson:
Unfortunately kind of this was a kind of a business that grew up within McGraw Hill there is not a lot of basis here. I think in your modeling you should probably assume after tax, cash contribution of maybe around 200 million to be conservative.
Unidentified Analyst:
And just to be clear going forward this was I mean the last major change to the portfolio of McGraw Hill Companies?
Jack Callahan:
As Doug mentioned earlier, this really kind of concludes portfolio rationalization that we have stepped out over the last few years. So, at this point in time I think our -- we would like to be able to perhaps now see if we can add to the portfolio moving forward and build on the top-line growth that Doug was just discussing.
Doug Peterson:
Yes, let me add to that when we think about this top-line growth and there are a lot of very compelling secular trends that I just talked about one of them before related to the asset management industry and the increase in passive index-oriented investing, we mentioned a little bit earlier about the opportunities in the oil markets, the commodity markets. We highlighted some of these opportunities for you with the wood pellets, the I2 bio-fuel that is starting to grow in Europe. It’s a very important area. So we’re looking across all the different markets where it’s research, it’s data, it’s analytics, it’s benchmarks, it’s all of the different areas which we already play in that we have a strong position in and we have strong brands in that we would look at both organic investment as Jack talked about before and then also selectively, selective acquisitions for us to ensure that we have great positions in these businesses whether it’s through product expansion, it’s capabilities expansion or geographic and international expansion. So right now our focus has shifted to growth and that’s really what for us is exciting about being in this Company is how we’re positioning for the future.
Unidentified Analyst:
Got it, thank you guys.
Operator:
That concludes this morning’s call. A PDF version of the presenter slide is available now for downloading from www.mhfi.com. A replay of this call including the Q&A session will be available in about two hours. The replay will be maintained on the McGraw Hill Financial’s Web site for 12 months from today and for 1 month from today by telephone. On behalf of McGraw Hill Financial, we thank you for participating and wish you, good day.
Operator:
Good morning, and welcome to McGraw Hill Financial's Second Quarter 2014 Earnings Conference Call. I'd like to inform you that this call is being recorded for broadcast. [Operator Instructions] To access the webcast and slides, go to www.mhfi.com. That's MHFI for McGraw Hill Financial, Inc., dot-com, and click on the link for the second quarter earnings webcast. [Operator Instructions] I would now like to introduce Mr. Chip Merritt, Vice President of Investor Relations for McGraw Hill Financial. Sir, you may begin.
Robert S. Merritt:
Good morning. Thank you for joining us for McGraw Hill Financial's Second Quarter 2014 Earnings Call. Presenting on this morning's call are Doug Peterson, President and CEO; Jack Callahan, Chief Financial Officer; and also joining us for his final earnings call, Ken Vittor, our General Counsel. This morning, we issued a news release with our results. I trust you've all had a chance to review the release. If you need a copy of the release and financial schedules, they can be downloaded at www.mhfi.com. In today's earnings release and during the conference call, we'll provide an adjusted financial information. This information is provided to enable investors to make meaningful comparisons of the corporation's operating performance between periods and to view the corporation's business from the same perspective as management's. The earnings release contains exhibits that reconcile the difference between the non-GAAP measures and the comparable financial measures calculated in accordance with U.S. GAAP. Before we begin, I need to provide certain cautionary remarks about forward-looking statements. Except for historical information, the matters discussed in the teleconference may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including projections, estimates and descriptions of future events. Any such statements are based on current expectations and current economic conditions and are subject to risks and uncertainties that may cause actual results to differ materially from results anticipated in these forward-looking statements. In this regard, we direct listeners to the cautionary statements contained in our Form 10-Ks and 10-Qs and other periodic reports filed with the U.S. Securities and Exchange Commission. I would also like to call your attention to a recent European regulation. Any investor who has or expects to obtain ownership of 5% or more of McGraw Hill Financial should give me a call to better understand the impact of this legislation on the investor and potentially, the company. We're aware that we do have some media representatives with us on the call. However, this call is intended for investors and we would ask that questions from the media be directed to Jason Feuchtwanger at our New York office at (212) 512-3151 subsequent to this call. At this time, I would like to turn the call over to Doug Peterson. Doug?
Douglas L. Peterson:
Thanks, Chip, and good morning, and welcome to the call. We are pleased to report another strong quarter of revenue and earnings growth. Revenue growth was led by Standard & Poor's Ratings Services and J.D. Power, each with double-digit growth. Platts, S&P Capital IQ and S&P Dow Jones Indices all contributed high single-digit revenue growth. During the first quarter of the year, Platts and S&P Dow Jones Indices delivered double-digit revenue growth, driving the overall MHFI results in that quarter. All of this speaks to the strength of the businesses we have in our portfolio. For this quarter, adjusted diluted EPS increased 15% to $1.06. And as you can see, based on this strong year-to-date performance and our outlook for the remainder of the year, the company is raising its diluted adjusted EPS guidance by $0.05 to a range of $3.80 to $3.90. Year-to-date, the company reported free cash flow of $392 million and returned $525 million in dividends and share repurchases. This continues to demonstrate our commitment to returning capital to shareholders. If we look at the financial performance in more detail, revenue increased 8% year-on-year and 9% from organic growth. Adjusted operating profit increased 9%. We achieved a 40 basis point improvement in the operating margin. And what was most impressive about these results is that despite facing the most difficult earnings comparison of the year, second quarter diluted adjusted EPS increased 15%. Our global footprint continues to expand as international revenue growth of 10% continued to outpace domestic growth of 6%. In this chart, you can see that 3 of our businesses delivered double-digit international revenue growth. Note that excluding the impact from the sale of Aviation Week, Commercial Markets delivered double-digit international growth as well. Now I'd like to highlight that during the quarter, we announced a couple of key management changes. First of all, I'd like to thank Ken Vittor, who's here in the room with us, for his 33 years of dedicated service to the company. Ken's leadership and sound advice have been instrumental in guiding the company. Most of you will remember Ken for his clear explanations of complex legal issues on these quarterly earning conference calls. Thank you, Ken.
Kenneth M. Vittor:
Thank you, Doug.
Douglas L. Peterson:
And we all wish you the best in your retirement. And we're pleased that you will be here supporting us until the end of the year when you officially retire. Ken's replacement will be Lucy Fato, who starts next week. Lucy has extensive legal experience, serving most recently as Deputy General Counsel for a premier global professional services firm. And before that, she was a partner in the capital markets group at a global law firm. The other management change has been at S&P Capital IQ. Lou Eccleston is moving on to pursue other opportunities. Lou has made significant contributions to the business since joining the company in 2009. And I want to thank Lou and wish him every success in the future. A search is underway for Lou's replacement. In the interim, Imogen Dillon Hatcher has been named Acting President of S&P Capital IQ. Imogen is a seasoned executive with a breadth of experience in the industry. Previously, she was Chief Commercial Officer with responsibility for leading S&P Capital IQ's global sales. I have been working closely with Imogen and feel great about her capability to lead this business during the transition. And we are fully committed to S&P Capital IQ, which over the past 4 years, has become one of the fastest-growing providers of multi-asset class and real-time data. Now let me turn to the individual businesses. And I'll start with Standard & Poor's Ratings Services. During the quarter, revenue increased 11%, operating profit increased 15% and the operating margin increased 160 basis points to 46.3%. Revenue growth is primarily the result of strong market demand for Standard & Poor's Ratings associated with increased debt issuance and bank loan ratings. Expenses increased primarily due to legal expenses. With the Department of Justice case entering the discovery phase and the State Attorneys General cases remanded back to state courts, our expenses to defend these cases rose during the quarter. In addition, compensation expense increased due to targeted headcount additions and increased incentive comp. Despite these cost increases, Standard & Poor's Ratings Services delivered solid margin expansion. You will see, moving to this next slide, that non-transaction growth in the quarter, which in aggregate grew 8%, was driven primarily by increased annual fees as we continue to expand our client coverage in Rating Evaluation Service revenue. Transaction revenue increased 14%, driven by several factors. First, as investors search for yield in a low interest rate environment, their demand for high-yield debt has enabled more corporations to access the debt markets. Second, financial services firms have actively issued debt, driven primarily by new regulatory requirements. And third, bank loan ratings revenue increased 19% as banks seek to issue new loans that are more liquid. As you see in these graphs, total issuance increased in the U.S. by 15% and in Europe by 37%. In the U.S., I'd like to highlight the strength in structured finance issuance, but which is primarily a result of the collateralized loan obligations or called the CLOs and asset-backed securities, ABS. CLO quarterly issuance was the highest since 2007 as banks moved loans off of their balance sheets. ABS included the largest quarterly issuance of auto debts since 2008 and credit card debt issuances almost doubled the second quarter of 2013. In Europe, I'd like to highlight the 44% increase in corporate issuance and, as part of that, the record high-yield issuance, which increased 109%. This is the second quarterly record in a row. And these issuance levels are a direct result of bank deleveraging. One of the questions that has been frequently asked is why is U.S. corporate debt issuance so robust when so many corporations have substantial cash on hand? In April, a Standard & Poor's report entitled 2014 Cash Update
John F. Callahan:
Thank you, Doug. Good morning to everyone joining us on the call. This morning, I want to briefly discuss several items related to second quarter performance. This was a relatively straightforward quarter, so I don't have a great deal to add. First, I want to recap key consolidated financial results in the quarter. Second, I will provide updates on the balance sheet, free cash flow and return of capital. And finally, I will review our updated guidance. In the second quarter, revenue grew 8% with organic revenue growing approximately 1 point faster, the difference resulting from the sale of Aviation Week last year as well as the sale of Financial Communications and a small product line closure at S&P Capital IQ. Segment operating profit grew 10%. Excluding the impact of the sale of Aviation Week, all 4 businesses contributed to operating profit growth. Most notably, S&P Ratings Services led the way with operating profit growth of 15%. In addition, after cycling through a period of stepped-up investments, S&P Capital IQ has delivered adjusted profit growth in each of the last 4 quarters. Adjusted unallocated expense increased by $10 million due almost entirely to recent asset sales. During the quarter, the company entered into an agreement to sell the company aircraft at a price in line with its appraised value but did incur a noncash impairment charge associated with this transaction. In addition, the company incurred a one-time expense associated with the sale of its data center on the company's South Campus in East Windsor, New Jersey. The tax rate was 33.1% in the quarter, bringing the year-to-date tax rate to 33.5%. This lower rate is the result of ongoing tax planning. For the full year, we now anticipate an effective tax rate of 33.5%, in line with year-to-date results, a 50 basis points improvement versus our previous guidance. Adjusted net income increased 13% and adjusted diluted earnings per share increased 15% to $1.06. The average diluted shares outstanding decreased by 2.2 million shares versus a year ago and over 1.1 million sequentially versus the first quarter of 2014. There were no adjustments to GAAP results this quarter. We continue to maintain an exceptionally strong balance sheet. As of the end of the quarter, we had $1.6 billion of cash and equivalents, of which almost $1 billion is held outside of the United States. We continue to have $800 million of long-term debt. Going forward, this strong balance sheet positions us to continue to make investments that strengthen the portfolio, such as Eclipse Energy Group, and as appropriate, sustain our share repurchase program. Our free cash flow during the first half of the year was $392 million versus $145 million a year ago. The improvement was primarily due to the timing of tax payments and increased income from operations. We continue to expect free cash flow of approximately $1 billion in 2014. Now let me update you on our return of capital activity. During the second quarter, approximately 2.2 million shares were repurchased at an average price of $79.65 per share. Year-to-date, we have repurchased a total of 4.4 million shares at an average price of $79.06. That leaves 45.6 million shares available in the current share repurchase authorization. We anticipate selectively continuing share repurchase activity, subject to market conditions. In addition, we continue to return cash to shareholders through our dividend, which totaled $163 million year-to-date. Now I'd like to turn to our 2014 guidance. We have made several changes. First, because of the additional expense incurred that are associated with the sale of the corporate aircraft and the data center, we have increased our adjusted unallocated expense guidance by $10 million. Next, as previously mentioned, we've lowered our full year tax rate guidance from 34% to 33.5% as international growth continues to outpace domestic growth and the benefits of tax planning initiatives are realized. Finally, we've increased our 2014 adjusted diluted earnings per share guidance by $0.05 to a range of $3.80 to $3.90 based upon strong first half results and a solid outlook for the remainder of the year. This outlook anticipates higher legal expense than we previously expected as well as benefits from ongoing productivity initiatives. The remaining elements of our 2014 guidance remain unchanged. In closing, we continue to focus on creating growth and driving performance. We have delivered strong first half results and anticipate similar results in the back half, driven by many of the secular drivers of growth previously discussed. That said, market volatility could impact results as the issuance trends can be volatile. Again thank you for joining us today on the call. And let me turn it back over to Chip.
Robert S. Merritt:
Thanks, Jack. [Operator Instructions] Operator, we'll now take our first question.
Operator:
Our first question comes from Hamzah Mazari with Crédit Suisse.
Hamzah Mazari:
The first question is just on the cost-cutting initiatives. Could you maybe update us on where we are tracking relative to the $100 million plus cost savings that you folks had outlined? And also whether within that $100 million, do you have anything baked in, in terms of taking out supervisory labor within the Ratings business?
John F. Callahan:
Well, we are very much on track in terms of driving the initiatives that support the over $100 million cost-reduction program. As we've commented earlier, it is going to take us a period of time to ramp up, given the nature of some of these cost-reduction programs. So as we've mentioned in the past, there is an initiative underway to consolidate our real estate footprint, particularly here in New York City. We are doing a great deal of work in the area of procurement, leveraging the scale of the corporation across a number of different cost areas, including technology and data. And we're making some choices. I mean, I think an example from today's call is just the decision to sell our corporate aircraft, which is another example of some of the specific decisions that we're making that contribute to this cost-out target. And then lastly, we are looking at workflow across the businesses to see if we can do things in a more productive fashion and in places that could impact some of the workforce and some of the businesses, including Ratings. Doug, I don't know if you want to add to that.
Douglas L. Peterson:
I'd just add that there is a commitment across all of the businesses which goes beyond the $100 million savings to ensure that we're always operating with the highest quality of controls and compliance and with also productivity opportunities that allow us to operate with that level as well as having a good quality savings and better expense management. So this is a philosophy across all the businesses. You'll hear us talk about opportunities for continuous improvement and how we manage the place. And that's something that we're embedding in the philosophy of the way we work.
Hamzah Mazari:
And just a follow-up question on S&P CapIQ. You've done a lot of restructuring within that segment. There's been a leadership change as well. Could you give us a sense of how we should think about margins within that business? You talked about product rollouts. Is there a lot of product investment that's rolling through the P&L that's depressing margins this quarter? Or is the business just becoming much more competitive? How should we think about where we are in terms of margin and where we go?
John F. Callahan:
Well, I think we did go through a period of stepped-up investment in that business. There remains a fair amount of investment that's built into the P&L. But you have seen a return of profit growth in that segment for the last 4 quarters. So on a go-forward basis, we do anticipate some modest continued improvement in margins. But we're also investing to be sure that we have a great growth vehicle here. So I think some steady margin progression is reasonable. But again our priority is really to drive growth in the business.
Douglas L. Peterson:
The other thing I'd add is that you're seeing some overlaps that included products, FMR and some other research areas that we deemphasized and shrank. So there also are -- some of the margins have also been depressed somewhat by the overlap. So as we get past those overlaps and we get into the true organic growth, you'll also see some improvements in margin.
Hamzah Mazari:
Just a last question, I'll turn it over, Jack. This is a question for Jack. Is the settlement amount with the DOJ tax-deductible for you guys?
John F. Callahan:
We would expect perhaps, more likely than not.
Operator:
Our next question comes from Manav Patnaik with Barclays.
Manav Patnaik:
First, just to clarify a couple of housekeeping items. So the corporate expenses that you're now guiding to increase $10 million, that's solely because of the aircraft and the data center? And also just on the free cash flow, just to confirm, that $1 billion is that a calculation that's after dividends or before?
John F. Callahan:
I'll take the last one. It is before the dividends. So you would have to take the projection for the full year dividend off the $1 billion. And then yes, the only change in our view of unallocated expense is solely driven by the impact, the noncash impact of the impairment relative to the corporate aircraft and the incremental costs of closing the sale of the data center. That's the only change on our unallocated expense guidance.
Manav Patnaik:
Okay. And then just on CapIQ as well. I mean, it seems like at least the CapIQ Desktop and RatingsDirect and so forth, they seem to be doing pretty well. I was just wondering if you could maybe give a little bit more color in terms of the change of leadership there. And what -- I guess, you wrote in the presentation, search is underway. Like what characteristics you'd be looking for?
Douglas L. Peterson:
Yes. So first of all, as I said before, we wanted to thank Lou for his service to the company and wish him the best as he moves on to new opportunities. CapIQ is a business that has incredible growth opportunities when you look across the landscape of financial services with all of the different disintermediation going on, new players entering the market in the shadow banking world, non-regulated world. In addition, within the regulated world, all of the new requirements for capital, capital modeling, for pricing, for liquidity purposes, et cetera, and then portfolio management, liquidity management, et cetera. So we have different types of tools across that entire suite of needs and are focusing our areas in the Desktop & Enterprise Solutions. We recently hired Neil Smith to help us lead the Credit Solutions, which is a nexus point between our credit ratings intellectual property as well as our Capital IQ delivery channels. And Neil is off to a great start as well to bring more focus and more drive to the growth in the Credit Solutions area. So in a way, what we're doing is with Imogen, who is a great leader and our interim leader there, she's really helping the team focus on delivering what we already have in our pipeline and making sure that we have crisp delivery over the rest of the year of all our different new projects and in addition to that, having a strong strategy to address all of the needs going forward. So really you won't see a lot of changes from what we've already been doing with CapIQ. We really see that this business is on a great track already, and we will continue to focus on where we're headed. And we'll keep reporting out how things are going, all of the launches of our new products. But what we see is a great opportunity. In terms of leadership, this is a role that requires somebody to have a combination of knowledge of the markets, technology expertise and experience, especially when it comes to delivering complex product to the market as well as leadership and management skills. So we're looking for a broad set of leadership, management, technology and market skills for this role.
Manav Patnaik:
Okay. And I just wanted to congratulate Ken Vittor as well. And maybe if I can ask him 1 last question, which is just regarding this new IKB case. I was just curious maybe you can refresh us in terms of the statutes of limitations and if -- I guess, I was a little surprised that a new case was filed pretty recently.
Kenneth M. Vittor:
Thank you for your comments. We have moved to dismiss the IKB lawsuit on statute of limitations grounds. We are arguing that, that case is governed by German law. And under German law, there is a 3-year statute of limitations, which we believe has long since expired since these events predate by more than 3 years the subject of the lawsuit. So we have filed that motion, and it should be heard and decided sometime in the fall.
Operator:
Our next question comes from William Bird with FBR.
William G. Bird:
Doug, I was wondering if you could just discuss how you see the S&P Ratings pipeline shaping up right now. And also on guidance, what does it assume for S&P Ratings in the back half?
Douglas L. Peterson:
Well, thank you, Bill. The S&P Ratings, as you know, has been off to a fantastic start this year but with a different mix than we've seen in a couple of prior years. First of all, we continue to see an increasing demand from bank loan ratings as well as what you saw in the European -- the slides we showed with the European bank disintermediation. So there is a -- continued to be a growth in areas that are tied to market needs. For example, as banks disintermediate and manage their capital more tightly, they shrink their loan positions, which means that they go to ABS markets. They're securitizing credit card loans or securitizing car loans. They're selling loans into CLOs. All of that goes into the structured finance market. In Europe, what this means is their traditional borrowers are packaging bonds instead of going for bank loans, and they're going to the markets with what you saw on one of our charts, Chart 13. You also see in the U.S. as well as in Europe an increase in financial institutions raising capital in the markets, both hybrid-type bonds as well as other senior bonds, which are required for part of their living wills and OLA in the U.S. So you see a mix shift compared to a year ago, when it was a very heavily corporate -- high-yield U.S. corporate-driven market. So we're continuing to watch markets very carefully to see how the trends continue. We do see some of these continuing through the year, and we've built that into our guidance. And so that's the type of analysis that we're doing for the rest of the year for the capital markets and the impact on Ratings.
William G. Bird:
And I was wondering, as you look at how S&P is performing versus Moody's, for example, are there any observable differences that you see that might explain some of the growth differences?
Douglas L. Peterson:
There's a couple that we see. One is obviously related to the structured finance markets in the U.S., in particular, the CMBS market. That's 1 very specific area where we have a weaker business. We are addressing that and looking carefully at it. So that's 1 area. Secondarily, there are markets like the European markets. They were slower to have a business there last year. First quarter last year, we had a stronger business than they did. They played catch-up and they've had strong growth. On fees, there's some shift quarter-by-quarter how you can see the growth, comparing ours to Moody's. And then on the transaction services, as you know, we have a larger non-transaction business portfolio than they do, which sometimes also has to do with the overall growth at the top line. In addition, it's a very competitive market. We have other new entrants into the market, and we see a lot of demand from the markets now for other players in the structured finance markets in the U.S. So many, many different factors for that, but we're very pleased with our growth and with our coverage of the markets. And we will continue to have this very broad global coverage across all asset classes and we will be competitive across all of them.
Operator:
Our next question comes from Tim McHugh with William Blair.
Timothy McHugh:
Just on Capital IQ, I know you've been asked a few things about it. But in general, I guess, some of your competitors, such as FactSet, have had better numbers like we as well. Do you see the demand environment changing? Or I guess, how much do you attribute to internal product development that's hitting the market versus an external market that's getting better for that sector?
Douglas L. Peterson:
Well, first of all, I think that there's different elements of what's apple and oranges. So comparing a straight FactSet to the segment of CapIQ is, as I said, a little bit of an apple, oranges. We have in our segment different products and services, which range from research, fundamental research, our Credit Solutions, our distribution of Ratings IP, which are not necessarily in the FactSet business model. We also have a different type of enterprise solution. So comparing them apples-to-apples for the whole group is not necessarily the way to look at it. When we look at it, we think we're very competitive with FactSet. We are both introducing new products. As I mentioned in the Ratings area, there's a lot of excellent competition. We have great respect for our competitors, and we see great things coming out from them. But we are also ourselves developing and delivering very innovative products that are driven by demand from investors and from financial services players in the markets. So we're watching our competitors closely, but we think that we've got in our pipeline and also in our delivery things which are just as interesting and just as innovative.
Timothy McHugh:
Okay, great. And then Platts, the petroleum type of products, which I believe is still the majority of the revenue, I guess, single-digit growth versus I think it was still double-digit growth last quarter. Is that purely the trading-related revenue? Or I guess, if we looked at subscription revenue just for the oil or petroleum area, was there any change or, I guess, something to note?
Douglas L. Peterson:
Yes. Petroleum, in the petroleum group, that's our largest, and significantly in the first quarter, grew very quickly and had a strong quarter. This quarter was weaker principally because of the trading services. And as I mentioned, this lack of volatility and lack of liquidity is a big theme. It's not just one, as you saw with the Platts, it's also something that had an impact on S&P Dow Jones Indices in our SPX and E-mini trading on CBOE. So you can see that there is a trend, as you have things like the Volcker Rule and the new capital and the commodity rules coming into banks on their trading books, you're seeing lower levels of trading liquidity and you're also seeing lower volatility. So in our business, it impacted S&P Dow Jones Indices. It also impacted Platts. And that's the major explanation for the slower revenue growth in the Platts petroleum business in this quarter.
Operator:
Our next question comes from Joseph Foresi with Janney Montgomery Scott.
Joseph D. Foresi:
My first question is on the Ratings business. I think you had given us a rough idea what your expectations for that business were for this year. Is there any update to that? And how should we think about the early-year strength versus what you're expecting for the full year?
Douglas L. Peterson:
Yes, we just gave for the total company.
John F. Callahan:
Yes. We didn't give on specific business-level guidance. But I mean, just given the importance of Ratings to the overall mix both in terms of revenue and profit, it's not inconsistent with our overall company, that guidance of mid-single-digit revenue growth and sustained margin expansion. And I think it was nice to see the very strong second quarter for the business up against a very tough comp versus a year ago. And we look forward to the balance of the year that right now looks to be sort of in line with first half results.
Joseph D. Foresi:
Okay. And then in the Commodities business, remind us what percentage, I think, it might have been 10%, but correct me if I'm wrong, is linked to trading? And what are your thoughts on that as we head to the back half of the year?
Douglas L. Peterson:
Do you know the actual...
John F. Callahan:
Yes. The non-subscription part of Platts, which is largely the trading volume, is around 10%, so it's a small piece. So it goes back to Doug's earlier comments about we still can see strong double-digit growth on the subscription side of the business. And it's hard to predict the trading volumes. I think it's going to continue to remain volatile. So our current guidance does not anticipate a great rebound. But that being said, it's only 10% of the business, so I think it's manageable in the overall context of the total Platts business.
Douglas L. Peterson:
And one of the things to think about is, as these banks shut down their trading operations, where do these people go? Do they spring up elsewhere and begin trading on other platforms? So that's something to keep an eye out for.
John F. Callahan:
The other thing we keep an eye out for are broad macro trends. There's a lot of uncertainty right now is with what's happening in the Ukraine, what you see happening in the Middle East and also the new production coming on around the globe of shale gas, et cetera. So we watch these trends as well to see what sort of volatility will come back into the market potentially.
Operator:
Our next question comes from Craig Huber with Huber Research Partners.
Craig A. Huber:
My first question, I guess, to put it this way, the most significant question or concern I get from investors in recent years is asking me what is the right capital structure for your company? Why do you not -- why will you not add 1 to 2 turns of leverage to buy back a lot more stock?
John F. Callahan:
Yes, Craig. You get the question a lot and we get the question a lot. I think there's -- I think we should view where we are as a moment in time. We have maybe a little stronger balance sheet today because of the sale of Education, which gave us some additional inflows. We also, I think, for this moment in time, until some of the legal issues sort of are resolved as we move forward, we believe it's prudent to have maybe a little bit extra flexibility in the balance sheet because we don't want these issues getting in the way of us making decisions to build this business. So we also want the room to do an acquisition if we think that's also the right thing to do to build the business. So I think it is fair to acknowledge, we may have a bit more flexibility than we would need over the long term. But as some of these issues are resolved, I think we can kind of come back and take a fresher look at the balance sheet at the appropriate time.
Craig A. Huber:
Then my other question, if I could ask. Could you just talk a little bit further about what you're seeing in structured finance here in the first month or so, the second half of year just on top of the comments you talked about before? I mean, does any of these trends you're seeing -- you saw in the second quarter structured finance sustainable? Or do you think it's more of a blip?
Douglas L. Peterson:
I think that this -- from what we see in structured finance market, sustainable, whether it's sustainable over, is it looking at a quarter, 2 quarters, 3 quarters, et cetera, there are trends right now with the way that banks are managing their balance sheets that they are shifting liquidity into their balance sheet by securitizing assets, which are easily securitizable with very strong traditional markets, like credit cards. Two years ago, there were no credit card deals being done. They started creeping back to the market. They were up over 100% year-on-year compared to last year. So you do see kind of those shifts moving around within the securitized markets. Probably the most curious securitized markets though aren't in the U.S., they're in Europe. The securitization markets in Europe have continued to be incredibly anemic for the last 5 years despite the interest from regulators and policymakers to see stronger securitization market. Mario Draghi, about 2 months ago, and the EBS published a report that if they wanted to undertake more aggressive quantitative easing in Europe, they would have to do that by buying up government bonds and municipal bonds, which is actually not allowed in their mandate or they'd have to have some sort of new interpretation to their mandate. So he's actually been trying to ask markets to become more active in the structured finance markets, so there are more types of assets to give more flexibility to banks to manage their balance sheet, to the EBS to have more tools in case they did want to take on programs like quantitative easing more aggressively. So I know in Europe, there's a lot of interest from different market players to try to have much more active and new markets in the structured finance area. So if we look at Europe, if we are able to see a return to structured finance markets that's not just covered bonds, which is really the only strong sector in Europe of structured finance is government bonds -- I mean, sorry, covered bonds, we should see some sort of return to structured finance there. In the U.S., my general outlook and what we've looked at with the business is continued strength in structured finance, although the mix might shift between credit cards, car loans. It might shift into more real estate. It might shift into more traditional corporate receivable assets, et cetera. But generally speaking, we see a continued robustness in the structured finance market with the exception of Europe, which needs to have some pretty fundamental changes in attitude as well as banks and others thinking about how they want to make that business come back to life.
Craig A. Huber:
My final quick question, please. In your Ratings business, how much was non-legal costs up, if the overall costs were up 7.5%? I just want to get a sense how it's trending. Was it up like low single-digits?
John F. Callahan:
Let's just say, the most significant driver of increase in expenses was legal. But let's leave it at that for right now.
Operator:
Our next question comes from Peter Appert with Piper Jaffray.
Peter P. Appert:
So Doug, you've got a new senior management team at S&P Ratings. It looks like they're making some structural changes in the business. Can you highlight some of the changes that are going on there and talk about how you see the opportunity to close the margin gap versus Moody's?
Douglas L. Peterson:
Well, there's a couple things about the structural changes. First of all, they're not driven necessarily to close the structural gap with Moody's. They're driven by doing the right thing for markets, to have the right type of approach to continuous improvement, which means that we're looking at the right mix of talent across different markets, where we can be close to where customers and where markets are, so we're on top of trends and patterns and activities taking place, whether it's in the U.S., the international markets. So that, first of all, we're looking carefully at how will we spread our talent and our people around. And what that means is it sometimes it means that we're going to have to rebalance. We're also looking at the rebalance of skills and to make sure that we have the right level of more junior analysts that are number crunchers and are coming up in their career, along with -- balanced with masters, who have very long careers and are known as experts in their field. So we're looking at different mixes of talent and different mixes of market coverage. And we're also looking at how we can ensure that we have the right type of technology. But all of this is founded on a foundation of control, of compliance, of ensuring that we're always doing the right thing for the markets. And as part of that, one of the results in my long career has been that when you focus on quality, you focus on process management, you focus on engaged, talented people, you usually also get some productivity opportunities. And out of that result would be potentially some cost savings. So there is an opportunity for us to, through a structural way, have potentially some savings to look at the margin gap with Moody's. But it's being driven from a different direction. Second of all, we do have significant legal expenses. That is, probably along with CMBS, the 2 major differences in the margin gap with Moody's. And clearly, we're looking at both of those. We have, as you know, an active program to actively manage our litigation with the DOJ and the states. This is not something that we're passive about, and we look at that very carefully. The 2 things that would close the margin gap with Moody's the fastest would be having no or kind of normalized legal expenses and getting a recovery in our CMBS business. So those are 2 things we're looking at carefully. But in the broader sense of operating, Neeraj Sahai is doing an absolutely fantastic job thinking about how we work, how we do our workflow, how we have the right resources in the markets, et cetera, that I mentioned before. But I'm very pleased with our progress there.
Peter P. Appert:
That's helpful. On the legal cost front, is the current quarter a good run rate number? Or are there further step-ups to anticipate as the DOJ thing continues?
John F. Callahan:
I think the current step-up is probably appropriate to get us through the year. But we're watching it carefully.
Peter P. Appert:
Okay. And then just 1 last thing. Doug, you highlighted increased competition in the structured finance area. Are you seeing changes to the competitive dynamic in other asset classes as well? Or is it really just in structured finance?
Douglas L. Peterson:
There are, in the e U.S., it's primarily in the structured finance area. And then internationally, in the emerging markets, almost every emerging market that has new emerging capital markets has local rating agencies. They're cropping up around the world. They're in Indonesia, in Malaysia, in the Middle East, in China, et cetera. So we do face a lot of local competition around the globe, and it's something that we also see. So you have that type of competition around the globe, and then you've got in the U.S., in particular, it's in structured finance.
John F. Callahan:
And I'm going to have Ken comment on the phases quickly because I think it's helpful for folks in terms of expense discovery.
Kenneth M. Vittor:
Yes. I mean, we are in the early stages of active discovery in the DOJ case so that obviously adds to the level of expense that we previously had. And then in the State AG cases, they have now been remanded to the state courts. And in each of those state courts, we are in the process of filing motions to dismiss on a number of grounds, including jurisdictional grounds. So that has added a level of expense this quarter.
Operator:
Our next question comes from Alex Kramm with UBS.
Alex Kramm:
I guess, Doug, first of all, you mentioned the CMBS area a couple of times. So maybe you can give a little bit more detail what's going on, and how you see that moving around. I mean, there were some headlines that there are some shifts in where people are or people essentially leaving. And I think talking to some DCM [ph], some people say you essentially exited the market now. So I mean, is this a business that you actually want to continue to be in? I mean, when I look at your numbers, I think this maybe is like a $0.02 per year kind of business at this point, if I've got my math right. So are you still very committed? Or is this something that you just pack up and focus resources elsewhere?
Douglas L. Peterson:
We are very committed to the CMBS business. As I said before, we are a global rating agency with multi-asset class coverage. And so if we're retooling the business because we want to have resources closer to where the actual real estate markets are as well as some leadership changes, that doesn't mean that we're pulling back. So we are looking at some retooling of resources, but this is a market that we're committed to.
Alex Kramm:
Okay, fair enough. And then secondly, also on the ratings agency, I think Janet Yellen, a couple weeks ago, made some comments around the leveraged loan business. And obviously, you highlighted it as an area of strength. And I think what she said is that the quality of that business has been deteriorating or the quality of debt in that business has been deteriorating. So just wondering how you see that business continuing to play out, if you agree with some of the things that she's saying, if that could change the kind of like dynamics in terms of what banks or players are involved in the business and obviously, how you fit in there.
Douglas L. Peterson:
Yes. I think that there are questions in the market, and we're actually seeing some of those. And we do have some research reports that Chip could get to you that we've been issuing recently about covenants, about leverage levels, things like that, that we've been seeing recently. Now one of the things that is different, so to speak, from the financial crisis is that the types of securities that could be linked to these loans as well as these loans themselves are not AAA-rated loans. They are loans that we're rating in the deep. Many of them are rated deep in the noninvestment-grade scale. They're B, CCC-type securities. And so some of the risks that what I see taking place in these securities isn't necessarily on the assessment of the credit quality, it's on the pricing. And so there's a lot of discussion going on. If you're seeing a CCC, CC, B securities which are being issued, but they are being priced as if they were AA securities, people could be taking more risk. And so later on, let's make sure that if something goes wrong, they're not blaming rating agencies for that. So we're looking carefully at that. But importantly, one of the very important changes or modifications we made to our overall Ratings business is what we call a Credit Conditions Committees. We have a quarterly team that gets together around the globe, first, regionally, and then at a global level, to look at trends and patterns and different signals that we get from the markets. We do this with our economists. We do it with different practice leaders, covering areas like energy, financial services, industrial, so that we can get a view. And we look for credit bubbles. And we have identified some in markets like China, like Canada. We're looking carefully at areas like leveraged loans so that we can also have an opinion about those. So I would say that Janet Yellen is seeing some of the measures that are important for us. We actually listen very carefully to everything that Janet Yellen says, like everybody else does, for any signals on interest rates or any signals that she's seeing in markets. The Fed has systemic-wide macro data, which is incredibly valuable for us to hear from her on those signals. And we've incorporated what she said into our business and our feedback. And as I said, Chip can get you some of the reports that we've recently done on this topic.
Operator:
Our next question comes from Andre Benjamin with Goldman Sachs.
Andre Benjamin:
First, on Capital IQ, I just wanted to follow up on the topic of changes in the competitive dynamic. I know in the past, you've talked about using new product innovation to add seats but also allow you to increase pricing to narrow some of the gap between you and competitors. So I was just wondering, is that something you're seeing today? And how much of the 8% organic growth that you talked about is more of that pricing dynamic versus adding seats and products?
Douglas L. Peterson:
Well, first of all, we're doing both of these. It's too early to tell right now from some of the new products which ones are going to drive the growth because the newest products that we have are in launch right now, and they're still with new clients. They're not out at a volume scale level yet. But in terms of what's ongoing, we're looking at a combination of seats of overall enterprise pricing or by seat pricing, and then we're also looking at feature pricing. Some of the services that we deliver, as an example, in the Credit Solutions area, are certain models, certain data that's delivered in a way that there's a lot of value for the users in just paying for that data alone and not necessarily buying an entire seat. So we're looking at all the different elements of features of what we're delivering, what's the pricing level, and then what is the suite of products that we're actually delivering and how are we pricing for that because we think that, in some cases, we have more upside to price specifically for product features instead of delivering an entire suite that people might not even need. So this would be a great topic for us to have more discussion on going forward. Imogen is looking in depth at this topic right now. And it's something that we're looking at in depth, and it would be a great topic for future conversations.
John F. Callahan:
But just 1 more thing I'd add is just, and there's always a challenge of trying to think through the actual market growth, given the broad areas in which this business competes in. But in general, we probably are benefiting more from growth in either the market or market share. [indiscernible] all being said, pricing realization is making some contribution to the overall revenue growth rate. But I think the market and share are the primary drivers right now.
Andre Benjamin:
And 1 quick follow-up, if I may. In the J.D. Power business, I apologize if missed this in the remarks before I joined, can you talk about where you're specifically seeing growth contributions, given the auto market has been pretty strong? How much of it is the Asia expansion versus strength in the U.S. or Europe?
Douglas L. Peterson:
It's both. Well, it's both Asia and it's the U.S. Both markets have very strong auto businesses. So there's really 3 contributors. The first is the auto business in the U.S. Second is the auto business in Asia, especially in China. And the third is investments that have been made in other non-auto or other industries in the U.S. that have also started seeing some growth. So this has been a widely distributed growth story for J.D. Power. And it was double-digit this last quarter. So we are very pleased with the results from J.D. Power.
Operator:
We will now take our final question from Bill Warmington with Wells Fargo Securities.
William A. Warmington:
I have a capital allocation question for you here as we are at the midpoint for 2014 and with very strong free cash flow. Just asking in terms of if you have any thoughts about how you want to deploy that as you head into the second half in terms of buyback and M&A activity. And then as an add-on to that, if there's any way to tap that $1 billion offshore either through M&A or some other way.
John F. Callahan:
Well, let me start. I mean, going to the second part of your question, I mean, 1 easy way is to do an offshore acquisition. So I mean, that's 1 way. It doesn't help much in terms of share repurchase directly but in terms of international acquisitions. And I think while only a medium-sized deal, the Eclipse Energy deal is an example, it is 1 based in the U.K. and Norway. And I think if you kind of look at our track record of more recent acquisitions, I think you'll see a bias to acquisitions to build out our international footprint. I think it'd be a little bit premature to comment on going-forward capital allocation right now. We're always looking -- we'd always prefer to do value-creating acquisitions. That all being said, we have a great cash flow and we have a lot of balance sheet flexibility. So I think balancing the acquisition pipeline with share repurchases as we have is probably how we'll continue to work through the balance of the year.
Douglas L. Peterson:
I would add to that, that this is a great problem to have.
William A. Warmington:
It is a high-class problem, I agree.
Douglas L. Peterson:
Yes. So it's a high-class problem, as you say. But we also are very conscious that we're not going to just throw this money away. We have standards that we want to apply to how we manage our capital. We'd never just run out and do international acquisitions just to do international acquisitions. They need to be high-quality. In particular, they have to have high-quality management. They've got to be able to perform over the long term. They have to fit with our business. An example of one, which is not necessarily given a lot of exposure, is Coalition, which was done by CRISIL 1.5 years ago. Coalition has performed incredibly. It's a business that provides market share analytics and solutions to large global investment banks. It has been growing very well. It has a fantastic management team. So we look at -- we're not looking just to deploy the cash to deploy the cash. We have to do it in a way that is very thoughtful, it's meaningful and we work with the board closely on our philosophy about how we think about capital allocation. So we really appreciate the questions on that because it's something that we spend a lot of time and we take very seriously.
Operator:
That concludes this morning's call. A PDF version of the presenter slides is available now for downloading from www.mhfi.com. A replay of this call, including the Q&A session, will be available in about 2 hours. The replay will be maintained on McGraw Hill Financial's website for 12 months from today and for 1 month from today by telephone. On behalf of McGraw Hill Financial, we thank you for participating and wish you a good day.
Operator:
Good morning, and welcome to The McGraw Hill Financial's First Quarter 2014 Earnings Conference Call. I'd like to inform you that this call is being recorded for broadcast. All participants are in a listen-only mode. We will open the conference to question-and-answer after the presentation and instructions will follow at that time. To access the webcast and slides, go to www.mhfi.com for [www.mcgraw-hill.com] and click on the link for the first quarter earnings webcast. (Operator Instructions) I would now like to introduce Mr. Chip Merritt, Vice President of Investor Relations for McGraw Hill Financials. Sir, you may begin.
Chip Merritt:
Thank you and good morning. Thanks all online for joining us for McGraw Hill Financial's First Quarter 2014 Earnings Call. Presenting on this morning's call are Doug Peterson, President and Jack Callahan, Chief Financial Officer, also joining us is Ken Vittor, our General Counsel. This morning, we issued a news release with our results. I trust you have all had a chance to review the release. If you need a copy of the release and financial schedules, they can be downloaded at www.mhfi.com. In today's earnings release and during the conference call, we are providing adjusted financial information. This information is provided to enable investors to make meaningful comparisons of the corporation's operating performance between periods and to view the corporation's business from the same perspective as management's. This earnings release contains exhibits that reconcile the difference between the non-GAAP measures and the comparable financial measures calculated in accordance with U.S. GAAP. Before we begin, I need to provide certain cautionary remarks about forward-looking statements. Except for historical information, the matters discussed in the teleconference may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including projections, estimates and descriptions of future events. Any such statements are based on current expectations and current economic conditions and subject to risks and uncertainties that may cause actual results to differ materially from results anticipated in these forward-looking statements. In this regard, we direct listeners to the cautionary statements contained in our Form 10-Ks, and 10-Qs and other periodic reports filed with the U.S. Securities and Exchange Commission. I would also like to call your attention to the recent European regulation. Any investor who has who expects to obtain ownership of 5% or more of McGraw Hill Financial's should give me a call to better understand the impact of this legislation on the investor and potentially the company. We are aware that we do have some media representatives with us on the call. However, this call is intended for investors and we will ask the question from the media to be directed to Jason Feuchtwanger in our New York office at 212-512-3151 subsequent to this call. At this time, I would like to turn the call over to Doug Peterson. Doug?
Doug Peterson:
Thanks, Chip, and good morning. It was great to have a chance to meet with many of you during our recent Investor Day, and we thank you for your participation and feedback on the event. Most of the key messages we delivered on Investor Day, are focused on creating growth and driving performance. Setting annual growth goals and maintain disciplined capital allocation, more actively managing businesses, completing our portfolio rationalization and driving productivity savings are all part of this focus. The year is off to a solid start, despite the decrease [reported] increases in both, revenue and earnings for the quarter. Platts and S&P Dow Jones Indices delivered double-digit revenue growth, driving the overall MHFI growth in the quarter. During Investor Day, we spoke about our global footprint and the opportunities we see for international growth and during the first quarter international revenue growth of 7% was more than twice that of domestic growth. During the quarter, we reported free cash flow $85 million and returned $246 million in dividends and share repurchases, which continues to demonstrate our commitment to returning capital to shareholders. If we look at the financial performance during the quarter, revenue increased 5% year-on-year and 6% from organic growth. Adjusted operating profit increased 8%. We achieved a 100-basis point improvement in the operating margin and adjusted diluted EPS increased 12%. The strength of our portfolio is clearly evident this quarter. Weak issuance hindered the growth at S&P rating services, but S&P Dow Jones Indices in commodities and commercial markets delivered double-digit operating profit increases. This chart shows how our non-ratings businesses comprised 48% of operating profit, up from 41% a year ago. S&P Dow Jones Indices and Platts once only small parts of our portfolio have grown into major contributors. Now let me turn to the individual business segments, and I will start with Standard & Poor's Ratings Services. During the quarter, revenue increased 1%, operating profit decreased 4% and the operating margin decreased 220 basis points to 42.2%. As is widely understood the marketplace bond issuance was erratic during the quarter, but overall it was weak. Bank loan ratings on the other hand continued to show considerable strength. The increase in expense is due to investments in human capital in areas of businesses where we are seeing increasing volumes as well as in data and technology. You will note that the methodology for allocating unallocated expenses has changed for every business unit and you will see that on the upcoming charts and Jack will discuss this in a moment. You will see on this next slide that non-transaction growth in the quarter, which in aggregate to 9% was driven by annual fees, which increased by 6%. In addition, Rating Evaluation Service revenue increased 33% as the Europe, Middle East; Africa region realized record revenue in this category due to increased merger and acquisition activity. Lastly strengthened CRISIL's Coalition analytical businesses also contributed. Transaction revenue from bond ratings and structured finance and corporate decreased as a result of lower bond issuance levels. Global bond issuance, including sovereigns, excluding on a par basis decreased 10%, however the number of issues was down 27%. Because of the tiered pricing associated with larger deals, our total revenue was negatively impacted bank loan ratings remained at bright spot, however with total revenue increasing 19%. Consistent with 2013 trends, international growth continued to outpace domestic activity. International revenue increased 6% driven by record high-yield issuance in Europe, influenced by bank disintermediation. In both, the United States and Europe, the first quarter will be the most difficult bond issuance comparison we faced all year. As you'll see in the graphics on this chart, during the quarter U.S. corporate and public finance issuance decreased 5% and 26%, respectively. Importantly, U.S. high yield issuance declined 38%. You will recall that in the first quarter of 2013, high-yield issuance was at a record level. Conversely in Europe, we saw record high-yield issuance which increased 29%. In fact, this is one of the few times in European high-yield issuance exceeded that of the U.S. While we are encouraged by the trends in Europe, structured finance issuance remains anemic. Fortunately, the problems of weak issuance and lack of liquidity and capital flows are starting to be noticed by regulators. In a six-page report published earlier this month, the European Central Bank and The Bank of England noted that regulation may be undermining Europe's economic recovery. In particular they are concerned about the shrinking market for asset-backed securities. The report cited the Standard & Poor's analysis, which shows the cumulative default rate on European structured finance assets between July 2007 and the third quarter last year was only 1.5%. Now, let me update you on developments on the litigation front. 36 cases have been dismissed outright. 13 dismissals by lower courts have been affirmed by higher courts and 11 cases had been voluntarily withdrawn. That leaves us with a couple of dozen non-government cases that remain outstanding. During the quarter, the company won a motion to dismiss with prejudice in the space Coast case, which followed the initial dismissal a year ago. As a result of this decision, Space Coast will not be able to re-file another amended complaint. Please note that the Space Coast is named by the government as one of the alleged victims in the Department of Justice case. Now on the DOJ case, on April 15th, the court granted S&P's discovery motion to compel the government to produce documents relating to the independent or objectivity of ratings a rating agencies, documents relating to the conduct of mortgage lenders, financial institutions and issuers of securities and documents relating to Standard & Poor's ratings services First Amendment Retaliation Defense, with certain limitations. This ruling will be very helpful to the company in its defense of the lawsuit. In the consolidated state cases, we are awaiting a ruling by the Federal District Court in New York, on the attorneys general motion to remand the cases back to the state. During the first quarter, no new cases were filed. With that, let me now move on to S&P Capital IQ, which delivered top line growth of 4% this quarter. Excluding the lost revenue from ongoing portfolio rationalization of several small products, including financial communication, Funds Management Research, Europe and ADF exchange, organic growth was approximately 6%. Operating profit increased year-over-year for the third straight quarter and the margin increased modestly. Another highlight of the quarter was the rollout had begun on Desktop capabilities, which I'll touch on in a moment. Now, let me review the three business segments within S&P Capital IQ. Capital IQ Desktop and enterprise solutions revenue increased 4%, principally driven by an 8% increase in S&P Capital IQ Desktop revenue. S&P Credit Solutions revenue increased 5%, driven by an 8% increase in ratings expressed. S&P Capital IQ Markets Intelligence revenue increased 2%, driven by a 26% increase in leveraged commentary and data, which is known as LCD. LCD is a preeminent provider of leverage finance news and analysis. The increase was largely offset by shutting down its FMR in Europe in fourth quarter of '13. During Investor Day, Lou Eccleston discussed five new capabilities we're building for the S&P Capital IQ Desktop in 2014. Credit analytics was the first of these to launch. With these tools, users can measure, monitor and manage the credit risk of companies in mature and developing economies, with daily updated credit risk metrics. The new analytic models and workflow tools combined seamlessly with S&P Capital IQ leading fundamental data and research addressing needs of credit and financial professionals. Now return to S&P Dow Jones Indices. The business delivered another outstanding quarter with an 18% increase in revenue and a 43% increase in operating profit. This growth was primarily driven by increased licensing fees from ETF customers. From exchanges, based on increased derivative trading volume approximately one-half of the revenue growth, however, due to refinement of our revenue recognition for certain products, which Jack will explain shortly. Our licensing agreement for the UBS commodities indices expires in June and the contract was not renewed. We will lose the revenue that was associated with this product. We expect our recent action with the S&P GSCI index license will largely offset the impact on profits. Quarter ending AUMs increased 27% to $667 billion from the end of the first quarter 2013. Importantly, 11% of the increase was the result of the inflows. Contributing to the strong quarter was an increase in licensing revenue from derivative trading. This was primarily due to SPX in fixed trading volumes, which increased 9% and 24%, respectively. In addition, our relationship with the CME proved beneficial with an 11% increase in the daily volumes on the CME equity complex. We believe that growth prospects for S&P Dow Jones Indices remain very strong and we continue to make strategic investments such as the following. We acquired the remaining intellectual property for the S&P global broad market index or the BMI. This is a comprehensive rules-based index. It's designed to measure global stock market performance. The index covers all publicly listed equities with flow-adjusted market values of $100 million and current leaks includes more than 10,500 constituents. We also began collaboration with the Korea Exchange for global marketing and sales of KRX Indices. We will leverage S&P Dow Jones Indices' proven experience in sales and marketing to license and further promote the KRX Indices to overseas investors in markets like U.S., Europe and Hong Kong. This includes the cost KOSPI 200, the premier gauge of equity market performance in South Korea. This agreement also paves a way to develop new Indices and share knowledge. Also, we announced a strategic index development and co-branding agreement with the Taiwan Stock Exchange, along with the launch of the S&P TWSE Taiwan low-volatility high-dividend Index. As more investors look to Taiwan, S&P Dow Jones Indices agreement with the Taiwan Stock Exchange will be a momentous step in creating diversified market indices, starting with Taiwanese equities. This agreement is a further sign of our commitment to Asia and to facilitating access to equity market intelligence in the region. One final note on S&P Dow Jones Indices, on January 24th, we announced along with the CBOE, the successful conclusion of the longstanding ISE Index Litigation. This litigation demonstrates our results in defending our legal rights. With that, now let me turn to commodities and commercial markets. Revenue grew 6% in the quarter, but excluding the impact of the sale of Aviation Week, organic revenue actually increased 10%. Platts and J.D. Power, both delivered double-digit revenue growth which was partially offset by softness in McGraw Hill Construction. Overall operating profit increased 27% resulting in a 510-basis point improvement in margin to 30.4%. As you can see in commodities, Platts is off to a great start for the year, delivering a 14% increase in revenue for the quarter. Petroleum, metals and agriculture, and Petrochemicals, all delivered double-digit revenue growth, while power and gas delivered mid single-digit growth. Due to its size, petroleum continued to provide the greatest absolute growth, while metals and ag, building on recent investments, provided the greatest growth rate which was 36%. I would like to share an example with you of how McGraw Hill Financial businesses create value across the platform and deliver essential intelligence. Historically, S&P Capital IQ has worked with S&P Ratings to deliver the annual S&P Capital IQ Energy Symposium. This is the first year that Platts and S&P Dow Jones Indices also joined to sponsor and provide speakers for the event. S&P Capital IQ used this event to announce the launch of its new oil and gas estimates, including average and total daily production of oil, gas and natural gas liquids. The team together demonstrated the usefulness of this information. Furthermore, in commercial markets, revenue decreased 3%. Excluding the sale of Aviation Week, however, organic growth increased 5% in the quarter. J.D. Power achieved double-digit revenue growth, led by the auto business and customer advertising. China continues to significantly contribute to growth in the auto business. Another bright spot is customer advertising, which increased 34%, primarily from the initial quality study in autos in several non-auto studies. As we announced last month, we're exploring strategic alternatives for McGraw Hill Construction, but don't have any updates at this time. Summing up, we're off to a solid start for 2014, and our guidance remains unchanged. After Investor Day, I hope you have all had a great appreciation for the quality of our businesses, which was particularly demonstrated by the strength of S&P Dow Jones Indices and Platts offsetting weak bond issuance that has been impacted Standard & Poor's Ratings Services. I want to thank all of you for joining call this morning and now I am going to hand it over to Jack Callahan, our Chief Financial Officer. Thank you.
Jack Callahan:
Thank you, Doug. Good morning to everyone joining us on the call. This morning, I want to briefly discuss several items related to first-quarter performance. First, I want to recap key consolidated financial results in the quarter. Second, I will review some accounting related changes. Third, I will provide updates on the balance sheet, free cash flow and return of capital. Finally, I will review our guidance. In the first quarter, revenue grew 5% with organic revenue growing approximately a point faster, excluding the impact of Aviation Week as well as the sales of Financial Communications and small product line closures at S&P Capital IQ. Segment operating profit grew 9%, driven by the strong results in commodities and commercial markets in S&P Dow Jones Indices. In addition, after cycling through a period of stepped-up investments, S&P Capital IQ has delivered adjusted profit growth in each of the last three quarters. Adjusted unallocated expense increased by $6 million, primarily due to an increase in unoccupied office space resulting from recent divestitures as well as the tiny of certain professional fees. In addition, the first quarter is the most challenging comparison of the year for this particular expense item. In line with our previous guidance, the tax rate was 34% in the quarter, a decrease of 100 basis points versus the first quarter a year ago. Our adjusted net income increased 9% and adjusted diluted earnings per share increased 12% to $0.89. There was a reduction in average diluted shares outstanding of approximately 7 million shares versus the year ago period. While there were no adjustments to GAAP results this quarter, there were two accounting-related changes that are noteworthy. The first has to do with unallocated expenses. As part of the transformation to McGraw Hill Financial, a comprehensive review of accounting and reporting practices and policies was undertaken. As a result, beginning in 2014, all shared operating services will be fully allocated to the segments utilizing a methodology that more closely aligns with each segment's usage of these services. The cost that remain in unallocated expense will be largely corporate center costs, select initiatives in excess real estate. We included Exhibit 8 in the press release schedules to provide a recast of operating profit by quarter for 2013. For 2013 in total, approximately $75 million of these costs have been reallocated to the segments. The second has to do with refining revenue recognition for certain products. The primary example was for a subset of ETF licensees within S&P Dow Jones Indices. We have incorporated validated data that provides assets under management for a greater portion of ETFs than we have historically had. Therefore, with this new data in history, we can now record revenue when earned. Approximately two-thirds of the ETF related revenues are already on this methodology. We expect this to be the only quarter meaningfully impacted by this change in revenue recognition. We continue to maintain an exceptionally strong balance sheet. As of the end of the quarter, we had $1.5 billion of cash and equivalents of which just under 40% was domestic cash. We continue to have approximately $800 million of long-term debt. Going forward, the strong balance sheet positions us to continue to make investments that strengthen the portfolio and adds appropriated sustainer share repurchase program. Our free cash flow during the quarter was $85 million versus negative cash flow $86 million a year ago. The improvement was primarily due to the timing of tax payments. It should also be noted that the first quarter free cash flow is generally going to be our lowest quarter each year as annual incentive compensation payments are made during this quarter. We continue to expect free cash flow of approximately $1 billion in 2014. Now, let me update you on a return of capital activity. During the first quarter, approximately 2.2 million shares were repurchased at an average price of $78.47 per share. That leaves 47.8 million shares available from December's new authorization. We do anticipate selectively continuing repurchase activity in 2014, subject to market conditions. Despite these share repurchases, basic shares outstanding increased modestly from the end of 2013 for two reasons. First, $2.3 million employee stock options were exercised during the quarter. Over the last two years, employees have exercised significantly more stock options that have been granted. In fact, at the end of 2011, there were approximately 27 million outstanding stock options. At the end of the first quarter, there were less than 10 million. Second, each year in the first quarter restricted stock plans vest. This quarter 1.7 million shares of stock were issued associated with the 2011 performance stock plan. With this behind us and less stock options available for exercise, we expect share repurchases over the remainder of the year to have more impact on reducing shares outstanding. Now, I would like to reiterate our 2014 guidance. There has been no changes. We continue to target mid-single digit revenue growth in 2014. As a reminder, the impact of the divestiture of the Aviation Week, the sale of Financial Communications and the shutdown of several smaller product lines that S&P Capital IQ, reduces our year-on-year growth rate by approximately 1 point. We are targeting flat unallocated expense and sustained margin expansion with at least a 100-basis point improvement in adjusted operating profit margin. We believe that the effective tax rate achieved in 2013 is sustainable and we are targeting a 34% tax rate in 2014. On the bottom line, the adjusted, diluted earnings per share guidance is $3.75 to $3.85 per share. From a cash perspective, we anticipate investing approximately $125 million in capital expenditures and approaching $1 billion in free cash flow. In closing, we anticipate delivering continued growth in 2014 as long-term secular drivers of growth combined with our leading market positions of brands remain in place. That said, market volatility could impact results as issue trends in Q1 demonstrate. Over the balance of the year, we do anticipate a step up in performance, especially in the second half. Again, thank you for joining us today on the call and let me turn it back over to Chip Merritt.
Chip Merritt:
Thanks, Jack. Just a couple of instructions for our phone participants, (Operator Instructions) Operator, we will now take our first question.
Operator:
Thank you. This question comes from Manav Patnaik with Barclays. Your line is open.
Manav Patnaik:
Thank you. Good morning, everybody. Just to touch on the rating side first, in terms of the incremental expenses you are putting in for headcount and technology and so forth, I was just curious, how much longer through the quarter should we see that flowing through the number like when does margin start showing that that year-over-year improvement is I guess where I am getting to.
Jack Callahan:
Expense growth was mid-single digit in the ratings business, in the first quarter, we are not anticipating some big significant step ups as we go through the year. I think the margin expansion will be based in part what we see in terms of perhaps improved issuance trends over the balance of the year, combined with our ongoing cost reduction programs, but we continue to expect some reasonable sustained margin in this business going forward.
Manav Patnaik:
Okay. Then in terms of the structured finance performance, I was curious if you could comment a little bit more on the dynamics there I think. Was it more a case of have the comps or share losses just because your competitor obviously cited a slightly better results in their structured finance line.
Doug Peterson:
This is Doug. It's a combination of both. As you know, the structured finance market overall globally was down a lot. The global decrease in structured finance issuance was actually 13% in number of issues and 9% in terms of par volume and billions of dollars and that was even down further in the United States. It was down by almost 12% in dollar volume in the U.S. and 23% in terms of number of issues, so there was a significant decrease. The European structured finance markets, as I said earlier, remained completely anemic, with the exception of covered bonds and the covered bond issuance is a pretty standardized ongoing set of issuance so we saw a combination of very weak structured finance market. Our market share has fluctuated depending on what kind of asset class you are talking about. Recently, we have not been at as high of a market share in CMBS, but in other asset classes we are continuing with the traditional market shares we have had.
Manav Patnaik:
Okay. That's helpful. Just one last housekeeping, Jack, in terms of the flat guidance for unallocated expense. Can you just clarify what that 2013 numbers should be that we should model as flat?
Jack Callahan:
…you will see it detailed in Exhibit 8 of the appendix. On a full-year basic, it's $129 million.
Manav Patnaik:
All right. Okay. Thank you guys.
Doug Peterson:
Thank you.
Operator:
Our next question comes from Alex Kramm with UBS. You may ask your question.
Alex Kramm:
Good morning. Maybe just coming back to the guidance, obviously remains pretty unchanged here. Maybe I missed it, but the bigger picture of what are the levers up, down relative to a quarter ago where you feel strong or weaker, what businesses do you think are running ahead and where do you see areas of maybe a little bit of concerned where you would - weaker than before.
Doug Peterson:
Let me start just from a strategic point of view, we are very pleased with the new management team we have in place, our approach to how we are managing the business in allocating capital. A lot of our investments that we have been making in last couple of years have turned out to be the right one, so each business has its own opportunities for growth whether it's new asset classes, new products, customer penetration as well as expansion into international markets, so those are the ways that we are driving the performance and looking at where we put more emphasis and more growth. Clearly, were subject to, in many of our businesses to market volatility that we can't control, but what we can control which is our exposure on where we place our resources and where we are focusing our growth as well as how we manage our margins and manage our expenses, we are doing all we can to control where we can position ourselves for growth and margins, but obviously we do have some market volatility, we always have to live with.
Jack Callahan:
Maybe I'll comment on Doug's comments, just back to guidance assumptions, I would tell you across our all the business I think are very much in line with our ingoing assumptions with maybe the possible exception of the slow start that we saw on our bond issuance within rate. Balance of that I think we feel pretty much in line and I think we will be monitoring that obviously over the balance of the year and much more stable now than it was at the start of the year.
Alex Kramm:
Okay. Great. Then maybe just to dig in a little bit on the rating side again, one of the things I think that continues to stand out is the non-transaction fees and 9% growth this year I mean that's almost like fantastic number. That's recurring right? What are the levers that can drive this up or down we think over the next couple of years and is this a sustainable growth rate or could this accelerate through whatever you are seeing out there or what are the reasons that could slow this down to maybe something like the mid-single digits.
Jack Callahan:
Well, there are various aspects of this that drove it during the quarter. If you recall, there was a lot of M&A activity in Europe, so our of Rating Evaluation Services are one of those areas which was quite attractive for the markets during the quarter. We have seen over time 9%, 7%. We have seen steady growth in this area. It hasn't been always as robust as the 9%, but over the last four quarters it's been over 6% every quarter. It has averaged over 7%, so we think it's a combination of shifts in capital markets that kind of work that a financial institution and corporates need to look at their ongoing long-term capital raising. Also, as large issuers around the globe, especially in Europe and other markets become much more frequent issuers, they shift from a transaction model to a non-transaction model, so there are a lot of secular trends which help us on this, but obviously we are not going to project out that it's always going to be 9%.
Chip Merritt:
Alex, one thing I will add. This is Chip. If you look at the strength we've had in issuance over the last couple of years that then leads to better surveillance numbers in the years that follow.
Alex Kramm:
Yes. Very helpful. Thanks.
Operator:
Our next question comes from Hamzah Mazari with Credit Suisse. Your line is open.
Unidentified Analyst:
Hi, there. This is Flavio. I am standing in for Hamzah today. How are you guys.
Doug Peterson:
Good.
Unidentified Analyst:
Just a quick question, first on the indices business, assuming that there is big margin expansion, a big part of is due to the revenue recognition issue and that's falling at a incremental margin. Can you help us understand how the margins will look like without that change?
Doug Peterson:
One, obviously, we benefited from that one-time catch up in the revenue recognition, but this is as we mentioned this is partly the only quarter where we will have that impact. If you were just to back out basically half the revenue from this quarter…
Jack Callahan:
The half of revenue increase.
Doug Peterson:
The half revenue increase, so that would give you a better judge of what more run rate may look like going forward.
Jack Callahan:
Then take the operating profit as well. I did the calculation the other day. It was just a few percentage related to that. 3% is the difference.
Unidentified Analyst:
That's very helpful. You guys talked about the structured finance a little bit. I just wanted a little, if you could a little more color on the commercial gas market. That market has been getting some strength recently and are you guys seeing that and how do you think your position is within that specific market?
Doug Peterson:
You are talking about the CMBS market?
Unidentified Analyst:
Yes.
Doug Peterson:
Actually the CMBS market has been next. The strength has been in the last few weeks, but in the quarter it was a down 15%, actually 15.8% in terms of the par value of dollars and number of issuers were down almost 12%. The market has been quite volatile. There is a very different quality of properties coming into the CMBS market, so there's a lot more variability into what the asset class is and what type of assets are in it, whether it's higher-quality properties, lower quality property. How diversified the portfolios are, so we have a very competitive criteria which is understood by the markets. It's a competitive market, we have very good team there and it's one that is as you can see from the new entrance into the market and the rating agencies it is a very competitive part of the market, but we are very well positioned and we have been capturing some of the volumes and it's an area that we have a major focus on.
Unidentified Analyst:
That's very helpful guys. That's all I had. Thank for taking my questions.
Doug Peterson:
Thank you.
Operator:
Our next question comes from Andre Benjamin with Goldman Sachs. You may ask your question.
Andre Benjamin:
Hi. Good morning. First, I wanted to dig into the margins a little more detail, I know but not touched on Ratings margins, but I was wondering if you could spend a bit of time adjusting how you think the margins for some of the other businesses may progress through the year, particularly Capital IQ, then commodities and commercials given the investments you are make in growth.
Doug Peterson:
Andre, we are trying to avoid get too detailed into specific margin expansion by business. We are trying to manage a portfolio here. That all being said, if I comment on some of the dynamics for the specific businesses in addition to earlier comments on Ratings. I think in Capital IQ, I think you have seen now over a couple quarters that were largely cycling through those investments and we are going to look to kind of sustained some margin expansion going forward, particularly as we gain the benefits and we are quite encouraged by some of the early indications some of the new functionality and products that are coming into the marketplace. Across commodities and commercial you know we have had stellar margin expansion in those businesses over the last few quarters. I would think we look to have some continued may be modest expansion there, but our primary focus there is really driving the top line growth of Platts J.D. Power, which are both double-digit right now so our focus there is growth.
Jack Callahan:
Let me just add that one of the things that we want to make sure that you follow carefully throughout the year is a year-on-year comparisons in what we call an organic. Since it sounds strange to talk about organic growth and you see margins going up from there, but we exited lower margin or slow growth businesses or underperforming businesses and so one of the other aspects of our margin expansion is going to be as we look at comparisons of our operating businesses without those slower growth and slower driver businesses that are included, so that's part of the business was reconditioning the portfolio and rationalizing it towards businesses want to invest in.
Andre Benjamin:
Thank you. I guess, one more housekeeping question on the litigation. I know you mentioned that Analyst Day, I believe you said the judge was pushing for both sides in the DOJ cases to come to trial by September 2015. That's honestly a moving target, but could you remind us what some of the next key milestones are whether there are any tangential channels like the one you mentioned this morning that could have some read across in the meantime.
Doug Peterson:
Ken Vittor is here with us to answer that question.
Ken Vittor:
Yes. There is no scheduled trial date. The judge has asked the parties to submit and we have a joint statement as to what would be an acceptable trial date and subject to certain caveats. The parties have indicated in September 2015 trial date, but the judge has not ordered that. There is no scheduling order yet as to a specific trial date. In terms of the next date to be looking at, the judge has a hearing in May on May 27th, where he will resolve issues relating to the process by which privilege issues associated with the documents that he has ordered to be produced to S&P in response to our motion to compel, how that will be handled either through a special master or magistrate, so that will be the next hearing in the case. In terms of this Space Coast case, which your referencing that is a very helpful ruling in granting our motion to dismiss, the court issued a ruling which said that it's not enough to claim that they were generalized concerns about rating agencies or the business model, but issuer paved model that you have to tie whatever your generalized concerns are about rating agencies to the specific CDOs that the plaintiffs claim they lost money on. That failure to alleged with specificity led to the second dismissal in the Space Coast case and we will be using that precedent in the DOJ case and other cases, because there is a similar defect in many of the complaints filed against S&P in that they have generalized concerns about how the rating agencies operated during the financial crisis, but they don't tie them to the specific CDOs that are at issue either in the DOJ case or the other case, so we think that's a very helpful precedent for us.
Chip Merritt:
Operator?
Operator:
Our next question comes from Joseph Foresi with Janney Capital Markets. You may ask your question.
Joseph Foresi:
Hi. I wanted to understand what is built into guidance at this point from a bond issuance perspective for the remainder of the year and how do you think about the trajectory of the business? What are your thoughts behind that?
Doug Peterson:
I think, we are still going to have, while we are seeing a step in issuance. Certainly saw that in March, continuing into April. You know, there is very difficult comp on issuance in the second quarters, so that's going to be a tough comparison, but then I think again in the third and fourth quarter, we anticipating some solid growth and that's in part point to strong performance.
Joseph Foresi:
Okay. Then I think, earlier you had talked about margins being up in all businesses this year. I might heard that incorrect, but I think you had mentioned that maybe on your last call. How should we think about the margin profiles of different businesses? It is more of a portfolio effect this year? Has that changed it all?
Doug Peterson:
Well, I mean, I think what we are trying to point to is, overall our guidance is assuming at least a one point margin improvement overall across the entirety of our businesses. I think that's been sort of the guidance that we have given. All being said, there building on our comments earlier in both ratings and capitals and commodities and Cap IQ, we do think we should have some sustained margin improvement as we cycle through the/the year.
Joseph Foresi:
Okay.
Jack Callahan:
If you look at the first quarter, I mean, we had margin improvement in all the businesses with the exceptional of the Ratings business and that's understandable with issuance environment, so with a better issuance environment you could see margin improvement there.
Joseph Foresi:
Sure. Then just fully understand the accounting change, any impact to guidance from that change on an annual basis and does that offset the businesses that were shut down? I think, you said there was 1% impact from those businesses being shutdown.
Jack Callahan:
There is no change in guidance, because this accounting change was fully considered in both, our financial plans and in our initial guidance, so there's no impact to where we were a quarter ago.
Joseph Foresi:
All right. Thank you.
Doug Peterson:
Thank you. Our next question comes from Peter Appert with Piper Jaffray. You may ask your question.
Peter Appert:
Thanks. Jack, I want to make sure I fully understand the change the next index business in the first quarter. Should we assume that the incremental revenue you got from the change basically all flows through to operating income?
Jack Callahan:
Yes. Largely it does, but just remember that from a bottom line point of view on 73%, it's the EPS, so it has about $0.02 EPS impact on the quarter.
Peter Appert:
Okay. What you think the right run rate for operating margins within the index businesses is on a sustainable basis?
Jack Callahan:
I think we are approaching 60, right? Maybe did better, but one of the things we are benefiting from here is that we had picked up you know, Doug's comments, we picked up some additional licensees that are also benefiting the portfolio, so I think we are in an obviously at a very enviable position in that business.
Peter Appert:
Got it. Could I ask just two other things? One, Jack, can you talk a little bit about how you are thinking about the timing of repurchase activity over the balance of the year? Then secondly, any color on traction in terms of new asset classes in the Platts business. Thanks.
Jack Callahan:
In terms of share repurchase, we are going to stay flexible on that one. As you saw, we were pretty active in Q1 and that we have a lot of flexibility relative to our authorization, so we will update the market as we go through quarter-by-quarter.
Doug Peterson:
On Platts, we are looking at expanding. If you think about the Platts business, it's got a large concentration in petroleum and petrochemicals, fair related to that so we are seeing a lot of interest in getting more transparency in the market using more benchmarks as these markets become more global and there more complexity, more information floating around large stake on what happens with countries and companies et cetera. so we are looking at expanding into further expansion to metals, ag, power and gas, so we're going to be looking at organic, inorganic opportunities, but specifically we have a lot of interest in growing in the other, diversifying into other types of commodities just petroleum.
Chip Merritt:
Operator?
Operator:
Our next question comes from Doug Arthur with Evercore. You may ask your question.
Doug Arthur:
Yes. Two follow-ups. On the loss of the UBS commodity business, is a is that - I mean, obviously that's built in the guidance and your general sense is that other products will, that are coming on strong are going to kind of nullify the impact of revenues. Is that a fair assessment?
Doug Peterson:
I think, a fair assessment from a profit point of you. There could be a little bit of revenue impact more in the back half of this year and going into the first part of next, but from a bottom line point of view I think we have it offset.
Doug Arthur:
Okay. Then just as follow-up with Ken on the line. Ken, what is your sort of timeline expectations in the Calpers' case through the end of '015 at this point? I know there has been a lot of back and forth.
Ken Vittor:
Yes. It re-appealed the denial of the motion to dismiss or logging was held and the appeal was pending, so the timing will depend on when the Court of Appeals issues a ruling on our appeal of the motion to dismiss.
Doug Arthur:
That was based on a flat?
Ken Vittor:
Yes. Exactly.
Ken Vittor:
Our argument in the motion is that in order to have a negligent misrepresentation claim in California, it has to relate to a past or present fact and we argue that the court below got it wrong by treating an opinion as a fact when all of the courts across the country have treated ratings uniformly as opinions, future looking opinions, forward-looking opinions, so our argument is there can be negligent misrepresentation claim by Calpers because the predicate is missing. There is no present or past fact that has been misrepresented when you have a ratings opinion.
Doug Arthur:
Any expectation on timing of the ruling?
Jack Callahan:
No. It's totally subject to the court's calendar.
Doug Arthur:
Okay.
Ken Vittor:
I think as I said the oral argument was held the case is pending.
Doug Arthur:
Okay. Thanks.
Operator:
Our next question comes from Tim McHugh with William Blair. You may ask your question.
Tim McHugh:
Hi, guys. Thanks. Most of my questions have been answered, but two quick ones I guess. One on the UBS commodity contract, I know you said it's not much of an impact to profits, but more so to revenue. Can you size that at all for us, I guess, more or so for the second half of the year in terms of what to expect?
Jack Callahan:
We would try and stay with the overly explicated about our existing contracts, but let's just call it a couple of points above revenue growth, but very manageable.
Tim McHugh:
That's a couple of points to that business or to the overall business?
Jack Callahan:
Just to that business.
Tim McHugh:
Okay. Then within Capital IQ, you talked about Desktop growing 8%, but I guess even your Desktop and Enterprise Solutions only grew 4. I guess, what's offsetting that and can we see anything I guess that overall part of the business creep up towards that high single-digit growth rate that you described just for the Desktop part of the business. There is a set of different products that we have under this and see Capital IQ Desktop and Enterprise Solutions and we have got portfolio risk, we have got [compu] stat in there we have we've got consolidated feed. We are investing in that business and recently we acquired a business in Europe called QuantHouse we are doing investment in there and we think those will be obviously paying off at some point in the future, but what's really important for us right now is to drive the Desktop growth. This is critical, because it gets our key product into people's offices and we are investing in the new capability in the desktop which we think are very clearly targeted at the needs of credit analysts and portfolio analysts and others, so there that this will help us drive our growth in the future, but that's one of the reasons we wanted to highlights 8% specifically in Desktop.
Tim McHugh:
How would that 8% compared to last year though couple of years. I can't recall if you have broken it out in that much detail.
Jack Callahan:
Well, we haven't broken it by much detail, but I mean, the Desktop business has been growing kind of 5%, 6%, 7-ish percent for the last couple years. We have been pretty pleased and we will talk about this that our Desktop business is certainly gaining share. Let's put it that way.
Tim McHugh:
The growth this quarter it's basically a continuation of the trend or did the growth pick up is what I was trying to understand.
Jack Callahan:
Yes. I mean, we don't really quibble over 1% or 2%, so.
Tim McHugh:
Okay. All right. Thank you.
Jack Callahan:
Thanks.
Operator:
Our next question comes from Craig Huber with Huber Research Partners. You may ask your question.
Craig Huber:
Yes. Good morning. Just can you talk a little bit further about your outlook here for the transaction-based revenues within ratings? The second quarter you alluded to how tough year-over-year comp is there, but are you expecting that to be flat to down in the second quarter. Just curious with your backlogs are you seeing in the next couple of months.
Doug Peterson:
I think our guidance can manage to exactly what you said, flat to modestly down. Then over the balance of the year we do in part driven by much, much some easier comps, particularly in third quarter. We would see return to solid growth in the back half of the year.
Craig Huber:
Also you guys have been very good on the rationalize your portfolio in recent years. I am just curious if you think there is much left to go on that front going forward, besides what you have already announced on the construction side.
Jack Callahan:
I think Construction is the most significant. There might be a few small products here and there, but nothing that I would imagine significant.
Doug Peterson:
Our focus right now, Craig, is more below we can do to build the portfolio and add to growth.
Craig Huber:
Shifting to the unallocated expenses back down to the operating units, I am just curious will that change the mindset at all with your managers of the various business units to be more cognizant of those expenses or are they already very well contained - already embedded in what their metrics are based on the compensation every year.
Jack Callahan:
Well put, Craig. No, I think one of the part of this change is to have more visibility, more alignment on the total cost of doing business, so yes I do anticipate that collectively we will have a lot more focus on what we can do to manage these shared costs and make them a contributor to ongoing margin enhancement going forward, so I think some real benefits of having everyone working out the same set of numbers.
Doug Peterson:
What I would say that you answered your own question in question.
Craig Huber:
With that, I do have one more quick question please.
Doug Peterson:
Do have an answer for it?
Craig Huber:
Your share buybacks at 2.2 million shares you guys bought back, is the DOJ case in your minds holding you back from picking up the shore buybacks meaningfully from these levels? No. Look, I think as we said before, I think we have an extraordinarily flexible and strong balance sheet I think that gives us a lot of flexibility going forward, so it maybe a consideration in the sense that we want reserves of flexibility, but I think we have adequate flexibility to have a lot of choices via the either share repurchase and/or addition to the portfolio.
Craig Huber:
Thank you.
Doug Peterson:
Thanks.
Operator:
Our next question comes from Bill Warmington with Wells Fargo Securities. You may have ask your question.
Bill Warmington:
Good morning, everyone.
Doug Peterson:
Good morning.
Jack Callahan:
Hi, Bill.
Bill Warmington:
One question for you, follow-up on the S&P Dow Jones Indices, with 80% year-over-year growth in Q1, you had mentioned that half of that growth is from the revenue recognition. Just wanted to ask about how we should think about the growth rate for that division going forward, high single-digit, low double-digit or what should we think about it?
Jack Callahan:
It's kind of highly dependent on what's going on with what your view of the market is going forward, because it's so based on capital that flows particularly into ETFs and mutual funds, can be also impacted by volatility, so it's hard to kind of point to a steady state sort of growth rate going forward. You know right now I think for the first half of the year growth probably is in the similar to what we saw on Q1 less the impact of the accounting change and maybe not quite as strong in the second half, because of the modest impact of some of the loss on revenue on UBS. Then I think you get overlay what your view of the equity markets going forward.
Doug Peterson:
I would add though that clearly, we have this impact from markets that Jack mentioned, but on the other hand we are investing for growth in markets like Korea and Taiwan. Last quarter, we invested in Mexico and Colombia. We bought out the BMI and GSCI, so we are investing in areas of the markets where we think there will be growth like the emerging markets like Asia, so we don't want to have a one trick pony and just be dominant by the S&P 500. We want to take advantage of that brand and the expertise in the platform that we have, add more product and more capacity into it, so you should be hearing from us over time a lot of these types of partnerships and investments, which also are going to help drive growth. They might not drive growth next quarter or the quarter after that. It might take a while to see the growth coming through, but we think with the type of globalization markets we want to be using that is also a place where we play.
Jack Callahan:
If I can add just one last thing, with ETFs being the dominant portion of that business, even in a flat market environment your are still seeing inflows in the Platts investing and about 12% of the increase in AUM came from Inflows, so we think that trend will continue.
Bill Warmington:
Continuing on that theme, there has been talk about in index property potentially on the block and I wanted to ask about your thoughts about M&A opportunity in that business. We don't comment on speculation or things that are being discussed in the market.
Bill Warmington:
Okay. Then one housekeeping question. Just if you happen to have the fully diluted shares outstanding exiting the quarter - taking into account the buyback?
Jack Callahan:
I think it's 277.
Bill Warmington:
277? All right. Thank you very much.
Jack Callahan:
Thank you.
Operator:
We will now take our final question from Ed Atorino with Benchmark.
Ed Atorino:
Hi. Thank you. You mentioned CMBS down 13%. Any other big categories you would like to highlight as either up or down in the ratings in the quarter?
Jack Callahan:
Well, from the point of view of the market issuance overall, the quarter as I said earlier was a choppy quarter. It began with incredibly low issuance in January and February. There was a lot of discussions about what happening with the Fed, with tapering with interest rate movements et cetera, so the first two months of the quarter were very slow. March was picked up the pace and there was a lot more issuance, so when you look across all of the asset classes, generally speaking they were down - for total worldwide issuance was down, in terms of number of issues was down 25% and in par value it was down 4%. As I mentioned earlier, that also impacted some of our earnings, because some of the deals were so large. Structured finance was down 9.4% in the par value and down 13.1% on number of issuance globally, so you start looking at market-by-market. Generally speaking, the first quarter, there was a lot of volatility. Chip could provide you more details on them market-by-market offline on that.
Ed Atorino:
Okay. Second question, I'll need to be a wise guy. You are buying in a lot of shares then you issue a lot of shares. Is there a strategy there? I mean, it sounds like it just spins the wheels.
Ed Atorino:
Well, I mean, there are two different things, right? Buying back shares is the allocation of capital and in terms of the choices that we have, the issuance of shares has all do with compensation and I would think it's appropriate particularly for a company like ours which is made up of relatively higher paid executives to have some of their incentive compensation based in equity related vehicles such that we have aligned interests between large value creation and that of our shareholders.
Jack Callahan:
If you look over time, you can see a steady decrease of our shares outstanding.
Ed Atorino:
That's true. It is a net decline. Thanks.
Ken Vittor:
You have particular quarters [first] quarter where your are rolling out more compensation, so you have the offset and that's what we kind of highlighted that one of the Jack's slides.
Ed Atorino:
Terrific. Thanks much.
Doug Peterson:
Thank you. All right. That includes the call, so would like to thank you for joining us and we will talk to you in future. Thanks.
Operator:
That concludes this morning's call. A PDF version of the presenters' slides is available now for download from www.mhfi.com. A replay of this call, including the Q&A session will be available in about two hours. The replay will be maintained on McGraw Hill Financial's website for 12 months from today and for one month from today by telephone. On behalf of McGraw Hill Financial, we thank you for participating and wish you good day.