標普全球 (SPGI) 2015 Q4 法說會逐字稿

Good morning, and welcome to McGraw Hill Financial's fourth-quarter and full-year 2015 earnings conference call. I would like to inform you that this call is being recorded for broadcast.

(Operator Instructions)

I would now like to introduce Mr. Chip Merritt, Vice President of Investor Relations for McGraw Hill Financial. Sir, you may now begin.

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 will be 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 US 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 Forms 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 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 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?

Thanks, chip. Good morning, everyone, and welcome to the call. In the next 20 minutes or so, I want to provide you with an update on how we position 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%, adjusting 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 am proud of this accomplishment as it is testament to how well our employees controlled costs during the year. This cost efficiency was the main reason we were 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 a global 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 other 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 new or 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 a 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 the 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 the adjusted operating margin declined 80 basis points. This margin decline was due to deal-related amortization. Excluding that amortization, fourth quarter margin actually increased 200 basis points from 21.3% in 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 a deferred revenue adjustment required under purchase accounting. Excluding this adjustment, revenue growth was 14%.

Global Risk Services revenue increased 5%, led by RatingsXpress 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 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 a 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 US and Europe, both declined capping a weak second half of the year for issuance. Fourth quarter issuance in the US 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 US 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 points 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 of 2015 to $815 billion, but below peak levels at 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 derivatives 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. Onto 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 and Petrochemicals revenue increasing high-single-digits. Global Trading Services revenue increased double-digit, primarily due to the timing of licensees 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 Federal 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 is grown in real terms at 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 pessimism 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 US, 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 entities should continue to have a favorable lending environment as investors 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 banks' 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 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 will 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 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. 10 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 transfer 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 have 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 reengineering.

We will also continue to invest in compliance and risk management, as well as firm-wide technology and data road map. Technology is at the heart of each business and we need to evolve our technology in a thoughtful and coordinated manner. And now I would 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.

Thank you, Doug, and good morning to everyone on the call. As you just heard, we made great progress in 2015 expanding on 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 of 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 Rating 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 US 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 the 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 16% 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 top section of this slide, you can see that we report 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 have 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 38.7%. 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's 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 review 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 in S&P Capital IQ and SNL, corporate and Standard & Poor's Rating Services. It 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 the 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 settlements and related insurance recoveries.

On that basis, year-to-date free cash flow was a positive $1.2 billion. This is a 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 the past several years. Overall, we have returned approximately $6.4 billion over the last five years. A 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 delivered over the past two 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 centralize integration management office that provides detailed tracking by initiatives, identification of key issues, and monitoring of these synergies, while Doug and I work closely with Mike Chinn and his team to help ensure that these efforts received the appropriate priority and support across 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 should generate approximately 20% revenue growth in 2016, with profits 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 in debt issuance and 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 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 Rating 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 the 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.

Thanks, Jack. 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 enter star 2. 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 have been listening for a speaker phone, but would now like to 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 help ensure better sound quality.

Operator, we are now ready for the first question.

Thank. This question comes from Manav Patnaik from Barclays.

Yes, good morning, gentlemen. Just first on the 2016 guidance, I was hoping you could just clarify two things on the revenue line. One is, what is the organic growth expectation embedded in that total mid- to high-single-digits you have given? And then within that as well, I think you said you expect global issuance to be down 1%, so what is the anticipated offset to the ratings business on the top line there?

The organic growth is more in the -- you have to go back to our guidance of mid-single-digit to high single-digit revenue growth. Organic growth is in the mid-single-digit range, the 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 given the issuance trends that we've seen in the fourth quarter that now appear to be continuing as we go into the first.

Okay. And then, if I could just follow up on the ratings side, in terms of your visibility, can you remind us of how much visibility you guys really have based on your pipelines? And then I'm just trying to think -- maybe I'm interpreting this wrong but correct me. It sounds like your negative 1% issuance, it feels like you still potentially see downside to that. I was just wondering if that's correct, and how you would frame that maybe going into the next couple of years?

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 first fourth quarter and a couple of the digital trends. Clearly, as we reported, there was a large decrease in total of corporate and governance, it decreased 29.3% in the fourth quarter. And there was some of the different categories, for instance, in Latin America it was down 60%, 68% overall.

In the January, we saw a continuation of that trend. The total corporate and governance issuance 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 a 1% decrease in 2016.

We put that together with a 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 sheets that's coming due. We do this forecast looking historically, as well, what we see are the trends.

If you look at the chart, you can see the 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 of, 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 which has to do with spreads. Spreads have recently widened significantly, especially in the lower end of the credit spread. Triple-C type credits, obviously, more distressed credits and below, have increased by over 400 basis points. They are 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 have seen, US 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 spreads. 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 accruals, 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 built 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.

All right, fair enough. Thanks a lot, guys.

Andre Benjamin with Goldman Sachs.

Andre?

Yes, sorry about that. I was on mute here. I know you talked a bit about margins for the year and the 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 and the 50 basis points for the total Corporation, how should we assume that the margins, and 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 in Moody's as you execute some of the other initiatives that you've been talking about over the last couple of years?

Andre, we don't want to get too overly specific in guidance of margin about the business unit level. Let me make a few maybe comments about ratings and then one broader point just on the math of the margins for 2016. I think 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 are on that one.

It's really more on the revenue side. And particularly given the issuance strength think that we're seeing right now on ratings. We know how to manage costs in that business. 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.

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 want to be clear, though, we are not targeting any magical outside goal here. We're just trying to manage our business in terms of what we think is right for the ratings business. But just one overall point on the margins itself.

We said 50 basis points. But you also have to remember the math in terms of the addition of SNL this year. S&L is going to add to the portfolio about $200 million. It is coming in around a 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 to just look at like-to-like and exclude the impact of the SNL acquisition, our full-year 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 where were 150 basis points last year, so I think it's not as different as it may look when you really factor in the math of the acquisition.

I guess my follow-up would be in terms of the indices business. I know we spent a lot of time talking about Capital IQ and Ratings, but you do have a couple offsetting factors that you talked about in the prepared remarks. Any directional color just based on the conditions that we are seeing today, how you would expect that business to grow? Is it simply to AUM, or are there other things that you could see benefiting that business going forward?

Beyond just assets under management, the one other thing that helps drive that business is volatility. And we have certainly seen a step up in volatility, so to some degree, that has been a bit of can be and a bit of an offset to assets under management. In total, there hasn't been a big change in terms of asset flows, really what it is has been the overall market performance that's really has changed assets under management here.

So we are looking at both what's going on with asset flows and we're also closely watching volatility. So we'll have to see how the year plays out. I think right now we're certainly, look at it with a bit of question. But at the same time, it's not just flows into ETFs that drive the business. There are multiple ways in which we can drive revenue.

Andre, this is Chip. I'll just add in, the flows is a great long-term trend and that continues. Earlier this year, we saw some outflows and things like that. When the year was said and done, we had 4%, 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, but when the market goes down that our AUM, but we continue to benefit from inflows from active to passive.

Thank you.

Denny Galindo with Morgan Stanley.

Hi, good morning. Another couple of questions on the guidance. On the ratings slide, you talked about the 1% down on 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 products?

It seems like corporate maybe is a little weaker with the high yield loans and maybe structured products a little bit stronger with some of the RBS, 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 issuance growth?

Yes, you basically described generally what our expectations are. In terms of broad themes, we expect that over time in Europe there is going to be increased of structured finance. This is something that ECB is trying to foment. They want to have a more active capital market.

There is also -- the EU has what they call the Capital Markets Union, and one of the things they want to do is have more credit flow to SMEs 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 is another very important global trend about financial institutions.

They are looking at the 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 and 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 a decrease in overall corporate issuance globally, but probably a larger increase in non-investment grade overall, especially at the spread levels which I mentioned earlier. But net-net that comes out at about a 1% decline.

You said a larger decrease or a larger increase in the non-investment grade, or a decrease, right?

Yes. Non-investment grade would probably decrease.

Okay. And then moving in a different direction. On index, the expenses went up quite a bit quarter-over-quarter. I know that's a business that the top line is great and has very high incremental margins. And you managed the expense base.

Is that expense level the kind of quarterly amount that you would expect through next year? And since it is 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 where that -- what you're expecting for that kind of index expense to do over the next year?

This is some timing of expenses on largely less headcount related. There is 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 to maybe maintain or maybe even improve a bit the high margins we have in that business.

But that -- the only other thing that maybe, because it's the fourth quarter, sometimes depending on an individual business is projecting, sometimes there is in the fourth quarter an impact on incentive compensation, depending on how an individual business is doing up against targets. And I suspect there could also have been -- there also may been a catch-up in incentive comp which would impact that quarter.

So it's maybe a little bit higher on a run rate basis, but you are kind of expecting flattish margins there for the next year?

We wouldn't signal any big change in margins at this point.

Okay, thanks.

Craig Huber with Huber Research.

Yes, good morning. My first question is on Platts. Roughly a year ago, you guys thought Platts would grow high-single-digits revenues. Looks like that's what it came in at based on your press release. I'm curious what your outlook here for 2016 just given the oil price issues out there right now?

Craig, 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 would be more right now in the mid-single-digit sort of range of the two. We would like to think that we could get back into the high-single. But do I think, given the pressure that is on a lot of the customer base in Platts it's going to cost us, I think, a couple of points of growth.

I think we were saying that last year. I think probably but, again, the business is pretty resilient. It is over 90% subscription based. Our renewal renewals are doing fine.

And we have pretty good visibility into our renewals going into this year, so we feel good pretty good about continued growth in Platts. The only one thing in a particular quarter that can drive growth up or down a couple of points is, we are linked to some of the trading activity with the market on close process and depending 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.

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 are looking for from the non-transaction piece ratings for your revenues there, including a price increase roughly 3% to 4% in your outlook for issuance, do you think that number actually could be up a few percentage points, non-transaction?

I think just generally our assumption is in that mid-single-digit range. The one thing -- that number has been impacted a bit by ForEx, we will have to see how that plays out in 2016.

Thanks, Craig.

Alex Kramm with UBS.

Yes, hi, good morning. Only a couple of, I guess, weedy numbers questions here. First of all for Jack. Can you just go back to the deal amortization impact? When you look at this quarter, it was $0.08 EPS.

It looks like 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 is the EPS impact of that $98 million?

The $98 million amortization expense?

In EPS terms, because it seems like tax rate is different than your general tax rate.

$0.24, roughly.

Okay, perfect. Thank you. And then just, secondly, again, another one in the weeds. There was an 8-K a couple of days ago that you put out in terms of some changes the Board announced, basically, if I read this correctly, makes a little bit easier for long-term shareholders or potentially maybe 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? Maybe just comment on that one? Thank you.

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, who have been trying to have Boards 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 a scan of best practices, and our Board decided that we should adopt what we call the 33-20-20 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 to propose up to [two] or up to 20% of the Board of Directors in a proxy. So we felt it was a good practice and something that is becoming consistent in good governance across the corporates in the United States, and we decided to adopt that.

All right, very good. Thank you.

Tim McHugh with William Blair.

Yes, thanks. 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?

One of the things, one of the very simple decisions we made was to move quickly to integrate S&P Capital IQ and SNL. I think that has allowed us to really kind of -- to get more, the cost synergies that relates to the G&A structure the business, and we've started to look -- as we start to combine each of the core functions, it is leading to an opportunity over time to make the business overall more efficient.

Also driven by the fact that we just have a hand scale as we bring these businesses together. Just as a reminder, the SNL business system and the S&P Capital IQ business system are pretty similar. It's designing some similar products that leverage a great deal of data, some of which is common to both systems, and leveraging some common technologies. So we are 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 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.

Okay, thanks. That's all I had.

Bill Warmington with Wells Fargo.

Good morning, everyone. A question for you on J.D. Power first, in terms of contribution that you're expecting in 2016 in terms of revenue EBITDA and EPS so we can model that. And then some thoughts, if you would, on a range of proceeds and tax impact potentially on those proceeds?

Obviously, in terms of how it's going to impact the year really comes on timing of close. Just to keep it super simple, we will just assume a mid-year close. Whether or not we get there is a separate question. But let's keep it simple.

That would probably be, depending on timing $150 million to $175 million in revenue and probably $30 million 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.

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?

There will be some tax leakage in the transaction, but I think between -- 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.

And then one housekeeping question on SNL. You had talked about 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 are going to be achieving by the end of 2016?

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 be realized in 2016 are cost related.

Got it. And the balance, I take it, is going to be some revenue synergy?

That's right. That will be a longer build.

Okay, well, thank you very much.

And, Jack, just a clarification for folks, are you saying that by the end of the year those costs will be gone or are you saying we will actually realize that full amount in savings over the year?

We will realize that full amount in savings during the course of the year.

Okay, thank you.

Bill Bird with FBR.

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 can tell us in terms of early progress? Thank you.

Thanks for the questions. On an 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 is where our focus is when it comes to M&A. It's 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 with, obviously, with J.D. Power and then keeping our eyes open, what's happening in the market. But no 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.

Thank you.

Peter Appert with Piper Jaffray.

(no audio) 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?

Sure, Peter. 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 US 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 have seen that with our year-end results. We're not going to limit our buyback activity, just as the availability of US cash. And then at this point in time, we do take sort of -- there is repurchase of shares that is built into our overall guidance.

We are 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, generally, is implied in our existing guidance. And we may choose to flex that as we go through the year.

Great, thank you. And then, 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?

In terms of the competitive dynamics, clearly, there is OPIS and there are certain other properties that -- OPIS changed hands, there are a couple 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 going to have more impact than we've been seeing in the markets. But I do think, as I mentioned, in terms of competitive dynamics, there's a lot of changes going on in all of the different areas that we play in. We're watching those dynamics very carefully.

Okay, thanks, Doug.

Joseph Foresi with Cantor Fitzgerald.

Hi. I was wondering, could you tell us how much the slowdown in revenue cost you on the margin expansion front?

That's kind an impossible question to answer, right? It's impossible to answer. Are you talking about the magnitude of slowdown? What would it have been, what should it have been, what could it have been? I don't know how you could really --

Let me just repeat something I said in my comments up front. Because of our ability to control our expenses last year, 90% of our increase in revenues dropped through to the bottom line. So we were -- we really had a major focus on cost control, and all of our businesses in the corporate center all kicked in, and we're going to continue with that mindset.

But I can't quantify what that would've been. But 90% of our revenues did drop through last year.

Yes, any incremental revenue, if we had any revenue beyond what we had, in many of our businesses the vast, vast majority would've fallen down into a margin (inaudible).

Okay, and then just one other one. As you look at the ratings business, it is going to be down 1%, what's your view on interest rates? What is built in there from an interest rate M&A sort of macro perspective? It's a very high-level question. I'm just trying to get a sense of how you're looking at those three factors headed into next year?

Yes, so if you look at different markets around the world, we're assuming that the US 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.

Our view is that in terms of a base rate it's going to be accommodative during the year, and we think as a tailwind to economic activity and one of the areas that we feel little bit positive about. We do see, as you have seen in especially November, December and January, a lot of volatility at the deeper end of the credit curve with spreads widening incredibly up into the over 1,200 basis points for a spread on the Triple-C, Double-C level. So we do think that spreads have still widened out. They are likely at some point to come back in.

We think that at least for a while that the spreads are going to stay out until you see some settling down of oil prices and in 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 will come back in.

Thank you.

Vincent Hung with Autonomous.

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 is his [remet] and what kind of impact should we expect in that business from that hire and when?

Yes, 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 relationships. We think it is 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 that 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. Chris has a mandate to build out a sales team and a commercial team.

He's absolutely, 100% totally on the other side of the firewall from our analytical teams. And that was one of the other reasons we wanted to bring in somebody new to reinforce that firewall between a commercial activities and our analytical activities. We have high expectations of that team and we're very pleased that he came on board.

Right, thanks.

Thanks, Vincent.

I think we might have a last question.

Operator, are there any other questions?

Doug Arthur.

Yes, thanks. Just 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? I'm wondering if you could just elaborate a little bit?

It was a combination of -- a good combination of volume and a little bit better price realization. So it was a combination of both. More seats and at little better price realization.

Very consistent with what we've seen.

Very consistent, nice growth.

We are seeing desktop users and desktop revenue grow in that low-teens for the last few years and again this year.

What I would say on maybe on 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 cliche, but the 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's an 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. But that's really part of our future growth plans and how we are trying to position the entire Company.

Great. Thank you.

Let me just end the call by thanking everyone for joining us this morning. We are pleased that we had a very solid finish to 2015, but more importantly, excited about the change of our name to S&P Global and how we are going to be continuing to provide great services and products and analytics to the markets as they grow and as they transform.

So thank you again. We look forward to speaking to everybody next quarter and also in between. Thank you very much.

Thank you. That concludes this 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 question-and-answer session will be available in about two hours. The replay will be maintained on McGraw Financial's 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 we wish you a good day.