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Section 1: 8-K (8-K)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the
 
Securities Exchange Act of 1934
 
Date of Report: April 26, 2018
 
 
S&P GLOBAL INC.
 
(Exact Name of Registrant as specified in its charter)
 
New York
1-1023
13-1026995
(State or other
(Commission
(IRS Employer
jurisdiction of
File No.)
Identification No.)
incorporation or
 
 
organization)
 
 
 
55 Water Street, New York, New York 10041
(Address of Principal Executive Offices) (Zip Code)
 
(212) 438-1000
(Registrant’s telephone number, including area code)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 






Item 2.02 and 7.01.   Results of Operations and Financial Condition and Regulation FD Disclosure
 
On April 26, 2018, S&P Global Inc. (the “Registrant”) issued an earnings release containing a discussion of the Registrant’s results of operations and financial condition for the first quarter ended March 31, 2018, as well as certain guidance for 2018.
 
The earnings release is attached as Exhibit 99 to this Form 8-K and is incorporated in this Item 2.02 and Item 7.01 by reference. Pursuant to general instruction B.2 to Form 8-K, the information furnished pursuant to Items 2.02 and 7.01, including Exhibit 99, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
 
The information in this Form 8-K shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
 
 
Item 9.01.   Financial Statements and Exhibits.
 
(d) Exhibits. The following exhibit is furnished with this report:
 
(99)       Earnings Release of the Registrant, dated April 26, 2018.







SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 8-K Report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
S&P Global Inc.
 
 
 
 
/s/  
Alma Rosa Montanez
 
 
 
By:   
Alma Rosa Montanez
 
 
 
Assistant Corporate Secretary & Associate General Counsel
 
 
 
 
 
 
Dated:  April 26, 2018

 






INDEX TO EXHIBITS
 
 
 
Exhibit Number
 
(99)     Earnings Release of the Registrant, dated April 26, 2018 




(Back To Top)

Section 2: EX-99 (EXHIBIT 99)

Exhibit


393190320_spgbarrgbposa10.jpg



S&P GLOBAL REPORTS
FIRST QUARTER RESULTS


Revenue Increased 8% led by a 25% Increase at S&P Dow Jones Indices

Diluted EPS Increased 26% to $1.93

Adjusted Diluted EPS Increased 24% to $2.00

Operating Profit Margin Improved 130 Basis Points to 45%

Adjusted Operating Profit Margin Increased 10 Basis Points to 47%

Added Leading-Edge Technology and Unique Data Sets with Acquisitions of Kensho and Panjiva


New York, NY, April 26, 2018 S&P Global (NYSE: SPGI) today reported first quarter 2018 results with revenue of $1,567 million, an increase of 8% compared to the same period last year with growth in every business segment. Excluding the favorable impact from foreign exchange, revenue increased 6%.

Net income increased 23% to $491 million and diluted earnings per share increased 26% to $1.93 as a result of revenue growth, operating leverage and U.S. tax reform. Adjusted net income increased 21% to $509 million and adjusted diluted earnings per share increased 24% to $2.00. The adjustments in the first quarter of 2018 were for deal-related amortization.

“We are off to a solid start to 2018 despite weak bond issuance and the return to volatility. In fact, the volatility led to record exchange-traded derivatives revenue in our Index business. And our Ratings business was able to navigate the weak bond issuance and deliver top-line growth,” said Douglas L. Peterson, President and Chief Executive Officer of S&P Global. “During the quarter, we added to our capabilities for success in the future through the acquisitions of Panjiva and Kensho. These are examples of unique companies that enhance our strong analytical foundation with world-class talent and cutting-edge artificial intelligence technologies.”

Margin: The Company’s operating profit margin improved by 130 basis points to 45% due to revenue growth and operating leverage. The adjusted operating profit margin increased 10 basis points to 47%.

Return of Capital: During the first quarter, the Company returned $1.227 billion to shareholders through a combination of $127 million in dividends, $100 million in open market share purchases, and $1 billion

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in the form of an accelerated share repurchase (ASR) agreement. During the quarter, we received 0.6 million shares from the open market purchases and the initial shares under the ASR of 4.5 million shares. We expect to complete the ASR during the third quarter and receive additional shares at that time.

Ratings: Revenue increased 5% to $748 million in the first quarter. Non-transaction revenue increased 11% to $380 million due to growth in fees associated with surveillance as well as large increases in new entity ratings and Rating Evaluation Service fees. Transaction revenue declined 1% to $368 million as declines in corporate bonds and public finance were slightly larger than gains in structured products.

U.S. revenue increased 1% and international revenue, led by gains in EMEA and Asia-Pacific, increased 10%. International represented 44% of first quarter revenue. With the exception of U.S. public finance, every major ratings sector delivered revenue growth with the largest gain in structured products.

Operating profit increased by 9% to $408 million. The operating profit margin improved 220 basis points to 55% compared to the first quarter of 2017. Adjusted operating profit increased 8% to $408 million. The adjusted operating profit margin improved 190 basis points to 55%.

Market Intelligence: Revenue increased 9% to $437 million in the first quarter of 2018 with solid gains across Desktop, Data Management Solutions, and Risk Services. Quarterly operating profit increased 8% to $112 million. The operating profit margin declined 20 basis points to 26% as increased investments in commercial and technology and increased data costs partially offset revenue gains and a divestiture-related expense in the prior period.

Adjusted operating profit increased 4% to $129 million. Adjusted operating profit margin decreased 150 basis points to 30% as increased investments in commercial and technology and increased data costs more than offset revenue gains.

Platts: Revenue increased 3% to $196 million with growth in the core subscription business partially offset by a meaningful decline in Global Trading Services as reduced volatility in key commodity products resulted in lower trading volumes. Quarterly operating profit increased 9% to $90 million. The operating profit margin increased 270 basis points to 46% due to an acquisition-related adjustment in the prior period that was larger than the reduction in Global Trading Services' revenue and the unfavorable impact from foreign exchange rates.

Adjusted operating profit declined 4% to $95 million. Adjusted operating profit margin decreased 310 basis points to 48% primarily due to a reduction in Global Trading Services' revenue and the unfavorable impact from foreign exchange rates.

S&P Dow Jones Indices: S&P Dow Jones Indices LLC is a majority-owned subsidiary. The consolidated results are included in S&P Global's income statement and the portion related to the 27% noncontrolling interest is removed in net income attributable to noncontrolling interests.

Revenue increased 25% to $214 million in the first quarter of 2018 due to a 59% increase in revenue associated with exchange-traded derivatives activity as market volatility led to a surge in ETD activity. In addition, revenue from asset-linked fees increased 21%. Revenue from ETFs is the largest component of asset-linked fees, and average ETF AUM associated with the Company’s indices increased 28%.


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Operating profit increased 28% to $147 million and the operating profit margin improved 160 basis points to 69%. Adjusted operating profit increased 28% to $149 million and the adjusted operating profit margin improved 160 basis points to 69%. Operating profit attributable to the Company increased 27% to $107 million. Adjusted operating profit attributable to the Company increased 27% to $109 million.

Unallocated Expense: Unallocated expense includes corporate center functions and certain non-allocated items such as excess real estate. Unallocated expense increased 28% to $46 million due to a $20 million contribution to the S&P Global Foundation that was previously disclosed. This expense was partially offset by lower executive department expenses and reduced professional fees.

Provision for Income Taxes: U.S. tax reform has had an immediate and meaningful impact on the Company's effective tax rate. The Company’s effective tax rates in the first quarter of 2018 and 2017 were 21.6% and 29.5%, respectively. The Company’s adjusted effective tax rate decreased to 21.7% in the first quarter of 2018 compared to 30.3% in the prior period.
  
Balance Sheet and Cash Flow: Cash and cash equivalents at the end of the first quarter were $1.8 billion. In the first three months of 2018, cash provided by operating activities was $360 million, cash used for investing activities was $87 million, and cash used for financing activities was $1,316 million. Free cash flow was $277 million, a decrease of $29 million from the same period in 2017 primarily due to legal settlement payments and the $20 million contribution to the S&P Global Foundation. Free cash flow, excluding the after tax payment of legal settlements, was $299 million.

Outlook: As part of the Kensho acquisition announcement on March 6, 2018, the Company reduced its GAAP diluted EPS guidance by approximately twenty cents to a range of $7.95 to $8.10 and left its adjusted diluted EPS unchanged with a range of $8.45 to $8.60. Today, the Company reaffirms this guidance.

Comparison of Adjusted Information to U.S. GAAP Information: The Company reports its financial results in accordance with accounting principles generally accepted in the United States (“GAAP”). The Company also refers to and presents certain additional non-GAAP financial measures, within the meaning of Regulation G under the Securities Exchange Act of 1934. These measures are: adjusted diluted earnings per share, adjusted net income, adjusted operating profit and margin, organic revenue, adjusted unallocated expense, adjusted effective tax rates, adjusted diluted EPS guidance, free cash flow and free cash flow excluding certain items. The Company has included reconciliations of these non-GAAP financial measures to the most directly comparable financial measure calculated in accordance with GAAP on Exhibits 5, 7, 8 and 9. The Company’s non-GAAP measures include adjustments that reflect how management views our businesses. The Company believes these non-GAAP financial measures provide useful supplemental information that, in the case of non-GAAP financial measures other than free cash flow and free cash flow excluding certain items, enables investors to better compare the Company’s performance across periods, and management also uses these measures internally to assess the operating performance of its business, to assess performance for employee compensation purposes and to decide how to allocate resources. The Company believes that the presentation of free cash flow and free cash flow excluding certain items allows investors to evaluate the cash generated from our underlying operations in a manner similar to the method used by management and that such measures are useful in evaluating the cash available to us to prepay debt, make strategic acquisitions and investments, and repurchase stock. However, investors should not consider any of these non-GAAP measures in isolation from, or as a substitute for, the financial information that the Company reports.


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Conference Call/Webcast Details: The Company’s senior management will review the first quarter 2018 earnings results on a conference call scheduled for today, April 26, at 8:30 a.m. ET. Additional information presented on the conference call may be made available on the Company’s Investor Relations Website at http://investor.spglobal.com.

The Webcast will be available live and in replay at http://investor.spglobal.com/CustomPage/Index?KeyGenPage=1073751596&event=20195. (Please copy and paste URL into Web browser.)

Telephone access is available. U.S. participants may call (888) 391-6568; international participants may call +1 (415) 228-4733 (long distance charges will apply). The passcode is “S&P Global” and the conference leader is Douglas Peterson. A recorded telephone replay will be available approximately two hours after the meeting concludes and will remain available until May 26, 2018. U.S. participants may call (866) 481-6886; international participants may call +1 (203) 369-1567 (long distance charges will apply). No passcode is required.

Forward-Looking Statements: This press release contains “forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management’s current views concerning future events, trends, contingencies or results, appear at various places in this report and use words like “anticipate,” “assume,” “believe,” “continue,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “potential,” “predict,” “project,” “strategy,” “target” and similar terms, and future or conditional tense verbs like “could,” “may,” “might,” “should,” “will” and “would.” For example, management may use forward-looking statements when addressing topics such as: the outcome of contingencies; future actions by regulators; changes in the Company’s business strategies and methods of generating revenue; the development and performance of the Company’s services and products; the expected impact of acquisitions and dispositions; the Company’s effective tax rates; and the Company’s cost structure, dividend policy, cash flows or liquidity.
Forward-looking statements are subject to inherent risks and uncertainties. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements include, among other things:

the impact of the recent acquisition of Kensho, including the impact on the Company’s results of operations; any failure to successfully integrate Kensho into the Company’s operations; and any failure to attract and retain key employees; the risk of litigation, unexpected costs, charges or expenses relating to the acquisition;
worldwide economic, financial, political and regulatory conditions, including conditions that may result from legislative, regulatory and policy changes associated with the current U.S. administration or the United Kingdom’s withdrawal from the European Union;
the rapidly evolving regulatory environment, in Europe, the United States and elsewhere, affecting Ratings, S&P Global Platts, Indices, and S&P Global Market Intelligence, including new and amended regulations and the Company’s compliance therewith;

Page 4



our ability to make acquisitions and dispositions and successfully integrate the businesses we acquire;
the outcome of litigation, government and regulatory proceedings, investigations and inquiries;
the health of debt and equity markets, including credit quality and spreads, the level of liquidity and future debt issuances;
the demand and market for credit ratings in and across the sectors and geographies where the Company operates;
concerns in the marketplace affecting the Company’s credibility or otherwise affecting market perceptions of the integrity or utility of independent credit ratings;
the effect of competitive products and pricing, including the level of success of new product developments and global expansion;
consolidation in the Company’s end-customer markets;
the introduction of competing products or technologies by other companies;
the impact of customer cost-cutting pressures, including in the financial services industry and the commodities markets;
a decline in the demand for credit risk management tools by financial institutions;
the level of merger and acquisition activity in the United States and abroad;
the volatility of the energy marketplace;
the health of the commodities markets;
our ability to attract, incentivize and retain key employees;
the Company’s ability to maintain adequate physical, technical and administrative safeguards to protect the security of confidential information and data, and the potential of a system or network disruption that results in regulatory penalties, remedial costs or improper disclosure of confidential information or data;
the Company’s ability to successfully recover should it experience a disaster or other business continuity problem from a hurricane, flood, earthquake, terrorist attack, pandemic, security breach, cyber-attack, power loss, telecommunications failure or other natural or man-made event;
our ability to adjust to changes in European and United Kingdom markets as the United Kingdom leaves the European Union, and the impact of the United Kingdom’s departure on our credit rating activities and other European and United Kingdom offerings;
changes in applicable tax or accounting requirements;
guidance and information regarding the implementation of the Tax Cuts and Jobs Act;
the level of the Company’s future cash flows and capital investments;

Page 5



the impact on the Company’s revenue and net income caused by fluctuations in foreign currency exchange rates; and
the Company’s exposure to potential criminal sanctions or civil penalties if it fails to comply with foreign and U.S. laws and regulations that are applicable in the domestic and international jurisdictions in which it operates, including sanctions laws relating to countries such as Iran, Russia, Sudan and Syria, anti-corruption laws such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act of 2010, and local laws prohibiting corrupt payments to government officials, as well as import and export restrictions.

The factors noted above are not exhaustive. The Company and its subsidiaries operate in a dynamic business environment in which new risks emerge frequently. Accordingly, the Company cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the dates on which they are made. The Company undertakes no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date on which it is made, except as required by applicable law. Further information about the Company’s businesses, including information about factors that could materially affect its results of operations and financial condition, is contained in the Company’s filings with the SEC, including the “Risk Factors” section in the Company’s most recently filed Annual Report on Form 10-K.

About S&P Global
S&P Global is a leading provider of transparent and independent ratings, benchmarks, analytics and data to the capital and commodity markets worldwide. The Company’s divisions include S&P Global Ratings, S&P Global Market Intelligence, S&P Dow Jones Indices and S&P Global Platts. S&P Global has approximately 20,000 employees in 31 countries. For more information visit www.spglobal.com.

Investor Relations: http://investor.spglobal.com

Get news direct via RSS:
http://investor.spglobal.com/RSS-Feeds/Index?keyGenPage=1073751617

Contact:
Investor Relations:
Chip Merritt
Vice President, Investor Relations
(212) 438-4321 (office)
chip.merritt@spglobal.com

News Media:
Jason Feuchtwanger

Page 6



Director, Corporate Media Relations
(212) 438-1247 (office)
jason.feuchtwanger@spglobal.com

Page 7


Exhibit 1

S&P Global
Condensed Consolidated Statements of Income
Three months ended March 31, 2018 and 2017
(dollars in millions, except per share data)

(unaudited)
Three Months
 
 
2018
 
2017
 
% Change
 
 
 
 
 
 
 
 
 
Revenue
 
$
1,567


$
1,453

 
8%
 
Expenses
 
856

 
814

 
5%
 
Operating profit
 
711

 
639

 
11%
 
Other (income) expense, net
 
(4
)
 
(9
)
 
(51)%
 
Interest expense, net
 
34

 
37

 
(8)%
 
Income before taxes on income
 
681

 
611

 
11%
 
Provision for taxes on income
 
147

 
181

 
(18)%
 
Net income
 
534

 
430

 
24%
 
Less: net income attributable to noncontrolling interests
 
(43
)
 
(31
)
 
36%
 
Net income attributable to S&P Global Inc.
 
$
491

 
$
399

 
23%
 
 
 
 
 
 

 
 
 
Earnings per share attributable to S&P Global Inc. common shareholders:
 
 
 
 
 
 
 
Net income:
 
 
 
 
 
 
 
Basic
 
$
1.94

 
$
1.54

 
26%
 
Diluted
 
$
1.93

 
$
1.53

 
26%
 
 
 
 
 
 
 
 
 
Weighted-average number of common shares outstanding:
 
 
 
 
 
 
 
Basic
 
252.4

 
258.2

 
 
 
Diluted
 
254.4

 
260.8

 
 
 
 
 
 
 
 
 
 
 
Actual shares outstanding at period end
 
249.4

 
257.8

 
 
 
 
 
 
 
 
 
 
 

Note - % change in the tables throughout the exhibits are calculated off of the actual number, not the rounded number presented.






Exhibit 2

S&P Global
Condensed Consolidated Balance Sheets
March 31, 2018 and December 31, 2017
(dollars in millions)
 
(unaudited)
 
March 31,
 
 
December 31,
 
 
 
2018
 
 
2017
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
Cash and cash equivalents
 
$
1,756

 
 
$
2,779

 
Other current assets
 
1,528

 
 
1,545

 
Total current assets
 
3,284

 
 
4,324

 
Property and equipment, net
 
270

 
 
275

 
Goodwill and other intangible assets, net
 
4,435

 
 
4,377

 
Other non-current assets
 
508

 
 
449

 
Total assets
 
$
8,497

 
 
$
9,425

 
 
 
 

 
 
 

 
Liabilities and Equity:
 
 

 
 
 

 
Short-term debt
 
$
400

 
 
$
399

 
Unearned revenue
 
1,679

 
 
1,613

 
Other current liabilities
 
1,056

 
 
1,202

 
Long-term debt
 
3,170

 
 
3,170

 
Pension, other postretirement benefits and other non-current liabilities
 
774

 
 
923

 
Total liabilities
 
7,079

 
 
7,307

 
Redeemable noncontrolling interest
 
1,350

 
 
1,350

 
Total equity
 
68

 
 
768

 
Total liabilities and equity
 
$
8,497

 
 
$
9,425

 
 
 
 
 
 
 
 





Exhibit 3

S&P Global
Condensed Consolidated Statements of Cash Flows
Three months ended March 31, 2018 and 2017
(dollars in millions)
 
(unaudited)
 
2018
 
 
2017
 
 
 
 
 
 
 
 
Operating Activities:
 
 
 
 
 
 
Net income
 
$
534

 
 
$
430

 
Adjustments to reconcile net income to cash provided by operating activities:
 
 

 
 
 

 
Depreciation
 
21

 
 
19

 
Amortization of intangibles
 
24

 
 
24

 
Stock-based compensation
 
13

 
 
19

 
Other
 
24

 
 
18

 
Net changes in other operating assets and liabilities
 
(256
)
 
 
(157
)
 
Cash provided by operating activities
 
360

 
 
353

 
 
 
 
 
 
 
 
Investing Activities:
 
 

 
 
 

 
Capital expenditures
 
(33
)
 
 
(23
)
 
Acquisitions, net of cash acquired
 
(57
)
 
 
(1
)
 
Proceeds from dispositions
 

 
 
2

 
Changes in short-term investments

 
3

 
 

 
Cash used for investing activities
 
(87
)
 
 
(22
)
 
 
 
 
 
 
 
 
Financing Activities:
 
 

 
 
 

 
Dividends paid to shareholders
 
(127
)
 
 
(106
)
 
Distributions to noncontrolling interest holders
 
(50
)
 
 
(24
)
 
Repurchase of treasury shares
 
(1,100
)
 
 
(201
)
 
Exercise of stock options and employee withholding tax on share-based payments
 
(39
)
 
 
(15
)
 
Cash used for financing activities
 
(1,316
)
 
 
(346
)
 
Effect of exchange rate changes on cash
 
20

 
 
34

 
Net change in cash and cash equivalents
 
(1,023
)
 
 
19

 
Cash and cash equivalents at beginning of period
 
2,779

 
 
2,392

 
Cash and cash equivalents at end of period
 
$
1,756

 
 
$
2,411

 
 
 
 
 
 
 
 





Exhibit 4


S&P Global
Operating Results
Three months ended March 31, 2018 and 2017
(dollars in millions)
(unaudited)
 
Revenue
 
 
 
 
 
 
 
 
 
 
 
2018
 
2017
 
% Change
 
 
 
 
 
 
 
 
 
Ratings
 
$
748

 
$
714

 
5%
 
Market Intelligence
 
437

 
402

 
9%
 
Platts
 
196

 
191

 
3%
 
Indices
 
214

 
171

 
25%
 
Intersegment Elimination
 
(28
)
 
(25
)
 
(13)%
 
Total revenue
 
$
1,567

 
$
1,453

 
8%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Expenses
 
 
 
 
 
 
 
 
 
 
 
2018
 
2017
 
% Change
 
 
 
 
 
 
 
 
 
Ratings (a)
 
$
340

 
$
340

 
—%
 
Market Intelligence (b)
 
325

 
298

 
9%
 
Platts (c)
 
106

 
109

 
(2)%
 
Indices (d)
 
67

 
56

 
19%
 
Intersegment Elimination
 
(28
)
 
(25
)
 
(13)%
 
Total expenses
 
$
810

 
$
778

 
4%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating Profit
 
 
 
 
 
 
 
 
 
 
 
2018
 
2017
 
% Change
 
 
 
 
 
 
 
 
 
Ratings (a)
 
$
408

 
$
374

 
9%
 
Market Intelligence (b)
 
112

 
104

 
8%
 
Platts (c)
 
90

 
82

 
9%
 
Indices (d)
 
147

 
115

 
28%
 
Total operating segments
 
757

 
675

 
12%
 
Unallocated expense
 
(46
)
 
(36
)
 
28%
 
Total operating profit
 
$
711

 
$
639

 
11%
 
 
 
 
 
 
 
 
 
N/M - not meaningful
(a)
2017 includes legal settlement expenses of $2 million and amortization of intangibles from acquisitions of $1 million.
(b)
2018 and 2017 include amortization of intangibles from acquisitions of $17 million. 2017 includes non-cash disposition-related adjustments of $4 million.
(c)
2018 and 2017 include amortization of intangibles from acquisitions of $5 million. 2017 includes non-cash acquisition-related adjustments of $11 million.
(d)
2018 and 2017 include amortization of intangibles from acquisitions of $2 million and $1 million, respectively.




Exhibit 5

S&P Global
Operating Results - Reported vs. Adjusted
Non-GAAP Financial Information
Three months ended March 31, 2018 and 2017
(dollars in millions, except per share amounts)

Adjusted Operating Profit
(unaudited)
 
 
2018
 
2017
 
% Change
 
 
 
 
 
 
 
 
 
 
Ratings
Operating Profit
 
$
408

 
$
374

 
9%
 
Non-GAAP Adjustments (a)
 

 
2

 
 
 
Deal-Related Amortization
 

 
1

 
 
 
Adjusted Operating Profit
 
$
408

 
$
377

 
8%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Market Intelligence
Operating Profit
 
$
112

 
$
104

 
8%
 
Non-GAAP Adjustments (b)
 

 
4

 
 
 
Deal-Related Amortization
 
17

 
17

 
 
 
Adjusted Operating Profit
 
$
129

 
$
125

 
4%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Platts
Operating Profit
 
$
90

 
$
82

 
9%
 
Non-GAAP Adjustments (c)
 

 
11

 
 
 
Deal-Related Amortization
 
5

 
5

 
 
 
Adjusted Operating Profit
 
$
95

 
$
98

 
(4)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Indices
Operating Profit
 
$
147

 
$
115

 
28%
 
Deal-Related Amortization
 
2

 
1

 
 
 
Adjusted Operating Profit
 
$
149

 
$
116

 
28%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Segments
Operating Profit
 
$
757

 
$
675

 
12%
 
Non-GAAP Adjustments (a) (b) (c)
 

 
17

 
 
 
Deal-Related Amortization
 
24

 
24

 
 
 
Adjusted Segment Operating Profit
 
$
781

 
$
716

 
9%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total SPGI
Operating Profit
 
$
711

 
$
639

 
11%
 
Non-GAAP Adjustments (a) (b) (c)
 

 
17

 
 
 
Deal-Related Amortization
 
24

 
24

 
 
 
Adjusted Operating Profit
 
$
735

 
$
680

 
8%
 
 
 
 
 
 
 
 
 
 

Adjusted Provision for Income Taxes
(unaudited)
 
2018
 
2017
 
% Change
 
 
 
 
 
 
 
 
 
Provision for Income Taxes
 
$
147

 
$
181

 
(18)%
 
Non-GAAP Adjustments (a) (b) (c)
 

 
9

 
 
 
Deal-Related Amortization
 
6

 
9

 
 
 
Adjusted Provision for Income Taxes
 
$
153

 
$
199

 
(23)%
 
 
 
 
 
 
 
 
 




Exhibit 5

Adjusted Effective Tax Rate
(unaudited)
 
Three Months
 
 
2018
 
2017
 
% Change
 
 
 
 
 
 
 
Adjusted Operating Profit
 
$
735

 
$
680

 
8%
Other (Income) Expense, Net
 
(4
)
 
(9
)
 
 
Interest Expense
 
(34
)
 
(37
)
 
 
Adjusted Income Before Taxes on Income (1)
 
705

 
652

 
8%
Adjusted Provision for Income Taxes (2)
 
153

 
199

 
 
Adjusted Effective Tax Rate (2)/(1)
 
21.7
%
 
30.3
%
 
 
 
 
 
 
 
 
 

Adjusted Net Income attributable to SPGI and Adjusted Diluted EPS
(unaudited)
 
2018
 
 
2017
 
 
% Change
 
 
 
Net Income attributable to SPGI
 
Diluted EPS
 
 
Net Income attributable to SPGI
 
Diluted EPS
 
 
Net Income attributable to SPGI
 
Diluted EPS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As Reported
 
$
491

 
$
1.93

 
 
$
399

 
$
1.53

 
 
23%
 
26%
 
Non-GAAP Adjustments (a) (b) (c)
 

 

 
 
8

 
0.03

 
 
 
 
 
 
Deal-Related Amortization
 
18

 
0.07

 
 
15

 
0.06

 
 
 
 
 
 
Adjusted
 
$
509

 
$
2.00

 
 
$
422

 
$
1.62

 
 
21%
 
24%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Note - Totals presented may not sum due to rounding.
Note - Adjusted operating margin for Ratings, Market Intelligence, Platts and Indices was 55%, 30%, 48% and 69% for the three months ended March 31, 2018. Adjusted operating margin for the Company was 47% for the three months ended March 31, 2018.

(a)
2017 includes legal settlement expenses of $2 million ($1 million after-tax).
(b)
2017 includes non-cash disposition-related adjustments of $4 million ($4 million after-tax).
(c)
2017 includes non-cash acquisition-related adjustments of $11 million ($3 million after-tax).






Exhibit 6

S&P Global
Revenue Information
Three months ended March 31, 2018 and 2017
(dollars in millions)

Revenue by Type
(unaudited)
 
Ratings
 
 
Market Intelligence
 
 
Platts
 
 
Indices
 
 
Intersegment Elimination
 
 
 
2018
 
2017
 
% Change
 
 
2018
 
2017
 
% Change
 
 
2018
 
2017
 
% Change
 
 
2018
 
2017
 
% Change
 
 
2018
 
2017
 
% Change
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-Subscription / Transaction (a) (f)
 
$
368

 
$
373

 
(1)%
 
 
$
8

 
$
11

 
(23)%
 
 
$
2

 
$
3

 
(19)%
 
 
$

 
$

 
N/M
 
 
$

 
$

 
N/M
 
Non-Transaction (b)
 
380

 
341

 
11%
 
 

 

 
N/M
 
 

 

 
N/M
 
 

 

 
N/M
 
 
(28
)
 
(25
)
 
(13)%
 
Subscription (c) (f)
 

 

 
N/M
 
 
424

 
385

 
10%
 
 
181

 
172

 
5%
 
 
33

 
31

 
5%
 
 

 

 
N/M
 
Asset-Linked Fees (d)
 

 

 
N/M
 
 
5

 
6

 
(13)%
 
 

 

 
N/M
 
 
131

 
108

 
21%
 
 

 

 
N/M
 
Sales Usage-Based Royalties (e)
 

 

 
N/M
 
 

 

 
N/M
 
 
13

 
16

 
(17)%
 
 
50

 
32

 
59%
 
 

 

 
N/M
 
Total revenue
 
$
748

 
$
714

 
5%
 
 
$
437

 
$
402

 
9%
 
 
$
196

 
$
191

 
3%
 
 
$
214

 
$
171

 
25%
 
 
$
(28
)
 
$
(25
)
 
(13)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
N/M - not meaningful
(a)
Non-subscription / transaction revenue is primarily related to ratings of publicly-issued debt, bank loan ratings and corporate credit estimates.
(b)
Non-transaction revenue is primarily related to surveillance of a credit rating, annual fees for customer relationship-based pricing programs, fees for entity credit ratings and global research and analytics. Non-transaction revenue also includes an intersegment revenue elimination, which mainly consists of the royalty of $26 million and $24 million for the three months ended March 31, 2018 and March 31, 2017, respectively, charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.
(c)
Subscription revenue is related to credit ratings-related information products, Market Intelligence Desktop products, investment research products and other data subscriptions, real-time news, market data and price assessments, along with other information products.
(d)
Asset-linked fees primarily related to fees based on assets underlying exchange-traded funds, mutual funds and insurance products.
(e)
Sales usage-based royalty revenue is primarily related to trading based fees from exchange-traded derivatives and licensing of its proprietary market price data and price assessments to commodity exchanges.
(f)
In the third quarter of 2017, we reevaluated our subscription and non-subscription revenue presentation which resulted in a reclassification of $18 million from non-subscription revenue to subscription revenue for the three months ended March 31, 2017.

Revenue by Geographic Area
(unaudited)
 
U.S.
 
 
International
 
 
 
2018
 
2017
 
% Change
 
 
2018
 
2017
 
% Change
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ratings
 
$
422

 
$
418

 
1%
 
 
$
326

 
$
296

 
10%
 
Market Intelligence
 
290

 
271

 
7%
 
 
147

 
131

 
12%
 
Platts
 
69

 
72

 
(3)%
 
 
127

 
119

 
6%
 
Indices
 
184

 
142

 
29%
 
 
30

 
29

 
4%
 
Intersegment elimination
 
(14
)
 
(12
)
 
(18)%
 
 
(14
)
 
(13
)
 
(8)%
 
Total revenue
 
$
951

 
$
891

 
7%
 
 
$
616

 
$
562

 
10%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




Exhibit 7

S&P Global
Non-GAAP Financial Information
Three months ended March 31, 2018 and 2017
(dollars in millions)
 Computation of Free Cash Flow and Free Cash Flow Excluding Certain Items
(unaudited)
 
2018
 
2017
 
Cash provided by operating activities
 
$
360

 
$
353

 
Capital expenditures
 
(33
)
 
(23
)
 
Distributions to noncontrolling interest holders
 
(50
)
 
(24
)
 
Free cash flow
 
$
277

 
$
306

 
Payment of legal settlements
 
29

 
1

 
Tax benefit from legal settlements
 
(7
)
 

 
Free cash flow excluding certain items
 
$
299

 
$
307

 
 
 
 

 
 

 
 S&P Global Organic Revenue
(unaudited)
 
2018
 
2017
 
% Change
 
Total revenue
 
$
1,567

 
$
1,453

 
8%
 
Ratings acquisition
 
(1
)
 

 
 
 
Market Intelligence acquisition
 
(1
)
 

 
 
 
Total adjusted revenue
 
$
1,565

 
$
1,453

 
8%
 
 
 
 
 
 
 
 
 
Organic revenue constant currency basis
 
$
1,540

 
$
1,453

 
6%
 
 
 
 
 
 
 
 
 

Ratings Organic Revenue
(unaudited)
 
2018
 
2017
 
% Change
 
Ratings revenue
 
748

 
714

 
5%
 
Acquisition
 
(1
)
 

 
 
 
Adjusted Ratings revenue
 
$
747

 
$
714

 
5%
 
 
 
 
 
 
 
 
 

Market Intelligence Organic Revenue
(unaudited)
 
Three Months
 
 
 
2018

2017
 
% Change
 
Market Intelligence revenue
 
$
437

 
$
402

 
9%
 
Acquisitions
 
(1
)
 

 
 
 
Adjusted Market Intelligence revenue
 
$
436

 
$
402

 
9%
 
 
 
 
 
 
 
 
 

Adjusted Indices Net Operating Profit
(unaudited)
 
2018
 
2017
 
% Change
 
Adjusted operating profit
 
$
149

 
$
116

 
28%
 
Income attributable to noncontrolling interests
 
40

 
30

 
 
 
Adjusted Net Operating Profit
 
$
109

 
$
86

 
27%
 
 
 
 
 
 
 
 
 



Exhibit 8

S&P Global
 Non-GAAP Guidance

Reconciliation of 2018 Non-GAAP Guidance
(unaudited)
 
 
 
 
 
Low
 
High
 
GAAP Diluted EPS
 
$
7.95

 
$
8.10

 
Deal-related amortization
 
0.40

 
0.40

 
Compensation for replacement equity awards and retention plans
 
0.09

 
0.09

 
Integration costs
 
0.01

 
0.01

 
Non-GAAP Diluted EPS
 
$
8.45

 
$
8.60

 
 
 
 
 
 
 




Exhibit 9

S&P Global
Recast of 2017 Results to Reflect New Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost
Period ended December 31, 2017
(dollars in millions)
Adjusted Operating Profit
 
(unaudited)
 
 
 
2017
 
 
 
 
 
 
Q1
 
Q2
 
Q3
 
Q4
 
Full Year
 
 
Ratings
Operating Profit as Previously Reported
 
 
$
376

 
$
397

 
$
376

 
$
374

 
$
1,524

 
 
Reclassification to Other (Income) Expense, Net
 
 
(2
)
 
(2
)
 
(1
)
 
(2
)
 
(7
)
 
 
Operating Profit
 
 
374

 
395

 
375

 
372

 
1,517

 
 
Non-GAAP Adjustments
 
 
2

 

 
15

 
64

 
80

 
 
Deal-Related Amortization
 
 
1

 
1

 
1

 
1

 
4

 
 
Adjusted Operating Profit
 
 
$
377

 
$
396

 
$
391

 
$
437

 
$
1,601

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Market Intelligence
Operating Profit as Previously Reported
 
 
$
104

 
$
113

 
$
124

 
$
127

 
$
467

 
 
Reclassification to Other (Income) Expense, Net

 
 

 
(1
)
 
(1
)
 
(1
)
 
(3
)
 
 
Operating Profit
 
 
104

 
112

 
123

 
126

 
464

 
 
Non-GAAP Adjustments
 
 
4

 
4

 

 
3

 
12

 
 
Deal-Related Amortization
 
 
17

 
18

 
17

 
17

 
69

 
 
Adjusted Operating Profit
 
 
$
125

 
$
134

 
$
140

 
$
146

 
$
545

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Platts
Operating Profit as Previously Reported
 
 
$
82

 
$
78

 
$
84

 
$
81

 
$
326

 
 
Reclassification to Other (Income) Expense, Net

 
 

 

 

 

 

 
 
Operating Profit
 
 
82

 
78

 
84

 
81

 
326

 
 
Non-GAAP Adjustments
 
 
11

 
9

 

 

 
21

 
 
Deal-Related Amortization
 
 
5

 
5

 
5

 
5

 
18

 
 
Adjusted Operating Profit
 
 
$
98

 
$
92

 
$
89

 
$
86

 
$
365

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Indices
Operating Profit as Previously Reported
 
 
$
115

 
$
119

 
$
119

 
$
119

 
$
471

 
 
Reclassification to Other (Income) Expense, Net

 
 

 

 

 

 

 
 
Operating Profit
 
 
115

 
119

 
119

 
119

 
471

 
 
Deal-Related Amortization
 
 
1

 
1

 
1

 
3

 
7

 
 
Adjusted Operating Profit
 
 
$
116

 
$
120

 
$
120

 
$
122

 
$
478

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Segments
Operating Profit as Previously Reported
 
 
$
677

 
$
707

 
$
703

 
$
701

 
$
2,788

 
 
Reclassification to Other (Income) Expense, Net

 
 
(2
)
 
(3
)
 
(2
)
 
(3
)
 
(10
)
 
 
Operating Profit
 
 
675

 
704

 
701

 
698

 
2,778

 
 
Non-GAAP Adjustments
 
 
17

 
13

 
15

 
67

 
112

 
 
Deal-Related Amortization
 
 
24

 
25

 
24

 
25

 
98

 
 
Adjusted Operating Profit
 
 
$
716

 
$
742

 
$
740

 
$
790

 
$
2,988

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unallocated Expense
Operating Profit as Previously Reported
 
 
$
(29
)
 
$
(30
)
 
$
(45
)
 
$
(73
)
 
$
(178
)
 
 
Reclassification to Other (Income) Expense, Net

 
 
(7
)
 
(6
)
 
(7
)
 
2

 
(17
)
 
 
Operating Profit
 
 
(36
)
 
(36
)
 
(52
)
 
(71
)
 
(195
)
 
 
Non-GAAP Adjustments
 
 

 

 
4

 
24

 
29

 
 
Adjusted Operating Profit
 
 
$
(36
)
 
$
(36
)
 
$
(48
)
 
$
(47
)
 
$
(166
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total SPGI
Operating Profit as Previously Reported
 
 
$
648

 
$
677

 
$
658

 
$
628

 
$
2,610

 
 
Reclassification to Other (Income) Expense, Net

 
 
(9
)
 
(9
)
 
(9
)
 
(1
)
 
(27
)
 
 
Operating Profit
 
 
639

 
668

 
649

 
627

 
2,583

 
 
Non-GAAP Adjustments
 
 
17

 
13

 
19

 
92

 
141

 
 
Deal-Related Amortization
 
 
24

 
25

 
24

 
25

 
98

 
 
Adjusted Operating Profit
 
 
$
680

 
$
706

 
$
692

 
$
744

 
$
2,822

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Note - Totals presented may not sum due to rounding.
Note - During the first quarter of 2018, we adopted new accounting guidance requiring that net periodic benefit cost for our retirement and postretirement plans other than the service cost component be included outside of operating profit; these costs are included in other (income) expense, net in our consolidated statements of income.


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