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Section 1: 8-K (8-K)

spgi-20200428
0000064040FALSE00000640402020-04-282020-04-28

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 28, 2020
 
 
S&P Global Inc.
 
(Exact Name of Registrant as specified in its charter)
 
New York1-102313-1026995
(State or other jurisdiction of incorporation or organization)(Commission File No.)(IRS Employer Identification No.)
 
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))
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of Exchange on which registered
Common stock (par value $1.00 per share)SPGINew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
          Emerging growth company    
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.            



Item 2.02 and 7.01.   Results of Operations and Financial Condition and Regulation FD Disclosure
 
On April 28, 2020, 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, 2020, as well as certain guidance for 2020.
 
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 28, 2020.
(104) Cover Page Interactive Data File (formatted as Inline XBRL)





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 28, 2020

 




INDEX TO EXHIBITS
 
 
 
Exhibit Number
 
(99) Earnings Release of the Registrant, dated April 28, 2020
(104) Cover Page Interactive Data File (formatted as Inline XBRL)




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Section 2: EX-99 (EX-99)

Document

403763827_spgloballogoforfilings.jpg           
        



S&P GLOBAL REVENUE INCREASED 14% IN FIRST QUARTER

Company Fully Operational with >99% of Employees Working From Home

Revenue Grew Across All Four Divisions

Diluted EPS Increased 59% to $2.62; Adjusted Diluted EPS Increased 29% to $2.73

Operating Profit Margin Improved 610 Basis Points to 51.0%

Adjusted Operating Profit Margin Improved 580 Basis Points to 53.1%

Launched New Product Platforms in Platts and Market Intelligence

Company Planning Several Scenarios to Manage COVID-19 Risks

Due to Changing Economic and Market Conditions, Company Adjusts 2020 Guidance


New York, NY, April 28, 2020 S&P Global (NYSE: SPGI) today reported first quarter 2020 results with revenue of $1,786 million, an increase of 14% compared to the same period last year. Net income increased 56% to $639 million and diluted earnings per share increased 59% to $2.62 primarily due to a $113 million pre-tax, noncash pension settlement charge in the prior period as well as revenue growth, continued progress toward productivity initiative targets, and reduced business travel expenses during the current period.

Adjusted net income increased 27% to $665 million and adjusted diluted earnings per share increased 29% to $2.73 due to revenue growth, continued progress toward productivity initiative targets, and reduced business travel. The adjustments in the first quarter of 2020 were associated with restructurings in Market Intelligence and Corporate, a gain on a divestment, as well as deal-related amortization and Kensho retention-related expenses.

“The world is enduring an unprecedented economic impact from measures to curb the spread of COVID-19. As a result, virtually all of our employees are working from home. I couldn't be more proud of the way that they have responded. Substantially all of our operations have continued uninterrupted and we have increased the magnitude of our research and the scope of our customer outreach,” said Douglas L. Peterson, President and Chief Executive Officer of S&P Global. “We have also responded to help provide support to customers, hospitals and others in these difficult times.”


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COVID-19 Response: As part of the fight against COVID-19, the Company has taken numerous actions including:

the introduction of a free Coronavirus Coverage website which includes exclusive and curated research content from each of the Company's divisions on how COVID-19 is impacting public health, the global economy, and the financial and commodity markets. https://www.spglobal.com/en/research-insights/topics/coronavirus.

offering complimentary access to Panjiva's Supply Chain Intelligence platform to hospitals and relevant government agencies, helping them in tracking the supply chains of ventilators and personal protective equipment (PPE).

donations by the S&P Global Foundation totaling $4 million to support small businesses and relief efforts globally.

the donation of 100,000 medical-grade face masks in the United States and in other countries throughout the world.

Mr. Peterson added, “While our first quarter results were strong, we anticipate that as the year progresses many of our customers will be increasingly impacted by the economic impact of lockdowns and social distancing efforts to fight COVID-19. In addition, economic disruptions will likely impact fixed income issuance, equity markets, and oil markets. Collectively, these events will likely affect new sales as well as renewals of subscriptions, negatively impacting our financial results compared to our original 2020 EPS guidance.”

Profit Margin: The Company’s operating profit margin increased 610 basis points to 51.0% primarily due to a $113 million pre-tax, noncash pension settlement charge in the prior period as well as revenue growth, continued progress toward productivity initiative targets, and reduced business travel expenses during the current period. The adjusted operating profit margin increased 580 basis points to 53.1% due to revenue growth, continued progress toward productivity initiative targets, and reduced business travel.

Return of Capital: During the first quarter, the Company returned $1.3 billion to shareholders, $1 billion through an ASR program that was initiated in early February, $150 million in open market share repurchases in January and February, and $161 million in dividends. We entered into this ASR and a springing 10b5-1 stock purchase plan for up to $100 million (in case of early termination of the ASR) in February, all of which will terminate, in accordance with their terms, no later than July 29. In these unprecedented times, notwithstanding the strength of our balance sheet and strong cash flow, our Board has determined at this time that it is prudent that the Company not initiate any new share repurchase program following the conclusion of our current repurchase programs in July. With respect to the remainder of this year, because the Company initiated the $1 billion ASR program in February, we still anticipate achieving close to our 75% return of capital target to shareholders in 2020. The Board anticipates no changes to our existing dividend guidance.

Ratings: Revenue increased 19% to $825 million in the first quarter primarily due to strong issuance in the U.S., in particular, record investment-grade issuance in March. Transaction revenue increased 33% to $432 million due primarily to an increase in global bond issuance as well as increased bank loan rating activity. Non-transaction revenue increased 6% to $393 million.

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Operating profit increased 41% to $520 million and the operating profit margin improved 1,020 basis points to 63.1% compared to the first quarter of 2019. Adjusted operating profit increased 41% to $521 million and the adjusted operating profit margin improved 1,010 basis points to 63.1%.

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 20% to $259 million in the first quarter of 2020 due primarily to a 59% increase in exchange-traded derivative fees and an 11% gain in asset-linked fees.

Asset-linked fees include fees associated with ETFs, mutual funds, and certain over-the-counter derivatives. Revenue from ETFs is the largest component of asset-linked fees, and average ETF AUM associated with the Company’s indices increased 17% year-over-year. However, quarter-ending ETF AUM associated with our indices was $1,345 billion, an 8% decrease from 1Q 2019.

Operating profit increased 21% to $182 million and the operating profit margin increased 90 basis points to 70.0%. Adjusted operating profit increased 21% to $183 million and the adjusted operating profit margin improved 90 basis points to 70.6%. Operating profit attributable to the Company increased 21% to $133 million. Adjusted operating profit attributable to the Company increased 21% to $134 million.

Market Intelligence: Revenue increased 8% to $519 million in the first quarter of 2020 with growth in Data Management Solutions, Credit Risk Solutions, and Desktop as well as the addition of 451 Research. Quarterly operating profit increased 10% to $147 million and the operating profit margin improved 40 basis points to 28.3% primarily due to the gain on a divestiture. Adjusted operating profit increased 5% to $160 million. Adjusted operating profit margin declined 80 basis points to 30.9% due primarily to increased compensation expense and investment spending.

Platts: Revenue increased 4% to $215 million with growth in both the core subscription business and Global Trading Services. Quarterly operating profit increased 13% to $112 million and the operating profit margin increased 380 basis points to 51.9% primarily due to revenue growth and modestly lower expenses. Adjusted operating profit increased 11% to $114 million and adjusted operating profit margin increased 320 basis points to 52.9%.

Corporate Unallocated Expense: Corporate Unallocated expense includes non-allocated corporate expenses. This expense increased from $46 million in the prior period to $49 million in the first quarter of 2020 primarily due to a restructuring expense in the current period. Adjusted Corporate Unallocated expense declined from $32 million in the prior period to $30 million due primarily to lower rental expense from a reduction in the Company's real estate footprint.

Provision for Income Taxes: The Company’s effective tax rate increased to 21.5% in the first quarter of 2020 compared to 19.9% in the same period last year. The Company’s adjusted effective tax rate increased to 21.7% in the first quarter of 2020 compared to 20.9% in the same period last year. The increase in the effective tax rates was due primarily to a decrease in the tax benefit associated with stock-based compensation.

Balance Sheet and Cash Flow: Cash, cash equivalents, and restricted cash at the end of the first quarter were $2.0 billion. In the first three months of 2020, cash provided by operating activities was $680 million, cash used for investing activities was $183 million, and cash used for financing activities
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was $1,401 million. Free cash flow was $618 million, an increase of $363 million from the same period in 2019, primarily due to an increase in net income and lower tax audit settlement payments in the first quarter of 2020.

Outlook: Due to the uncertainties associated with COVID-19, S&P Global has analyzed several scenarios that are contingent on the depth and duration of the COVID-19 pandemic and its resulting impact on economic and market-specific drivers that may impact the Company’s businesses. S&P Global has disclosed three specific scenarios as part of its first quarter 2020 earnings materials, with the “late 3Q recovery” being the baseline scenario at this point in time and the basis for the following revised guidance. GAAP diluted EPS guidance is decreased from a range of $10.00 to $10.20 to a new range of $9.50 to $9.70. Adjusted diluted EPS guidance is decreased from a range of $10.40 to $10.60 to a new range of $9.95 to $10.15. Additional details for these three scenarios are presented on slides 44–47 of the first quarter 2020 earnings materials which are available at http://investor.spglobal.com/Quarterly-Earnings.
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 Corporate 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 measures calculated in accordance with GAAP on Exhibits 5, 7 and 8. Reconciliations of certain forward-looking non-GAAP financial measures to comparable GAAP measures are not available due to the challenges and impracticability with estimating some of the items. The Company is not able to provide reconciliations of such forward-looking non-GAAP financial measures because certain items required for such reconciliations are outside of the Company’s control and/or cannot be reasonably predicted. Because of those challenges, reconciliations of such forward-looking non-GAAP financial measures are not available without unreasonable effort.

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.

Conference Call/Webcast Details: The Company’s senior management will review the first quarter 2020 earnings results on a conference call scheduled for today, April 28, at 8:30 a.m. EDT. Additional information presented on the conference call may be made available on the Company’s Investor Relations Website at http://investor.spglobal.com.
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The Webcast will be available live and in replay at http://investor.spglobal.com/Quarterly-Earnings. (Please copy and paste URL into Web browser.)

Telephone access is available. U.S. participants may call (888) 603-9623; international participants may call +1 (630) 395-0220 (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 28, 2020. U.S. participants may call (888) 566-0671; international participants may call +1 (203) 369-3083 (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, including statements about COVID-19 and the scenarios we are using to project the impact of the pandemic on the Company, which express management’s current views concerning future events, trends, contingencies or results, appear at various places in this report and use words like “anticipate,” “assume,” “believe,” “continue,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “potential,” “predict,” “project,” “strategy,” “target” and similar terms, and future or conditional tense verbs like “could,” “may,” “might,” “should,” “will” and “would.” For example, management may use forward-looking statements when addressing topics such as: the outcome of contingencies; future actions by regulators; changes in the Company’s business strategies and methods of generating revenue; the development and performance of the Company’s services and products; the expected impact of acquisitions and dispositions; the Company’s effective tax rates; and the Company’s cost structure, dividend policy, cash flows or liquidity.
Forward-looking statements are subject to inherent risks and uncertainties. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements include, among other things:
worldwide economic, financial, political and regulatory conditions, and factors that contribute to uncertainty and volatility including natural and man-made disasters, pandemics (e.g., COVID-19), geopolitical uncertainty, and conditions that may result from legislative, regulatory, trade and policy changes associated with the current U.S. administration;
the Company’s ability to maintain adequate physical, technical and administrative safeguards to protect the security of confidential information and data, and the potential for a system or network disruption that results in regulatory penalties and remedial costs or improper disclosure of confidential information or data;
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, demand for investment products that track indices and trading volumes of certain exchange traded derivatives;
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, benchmarks and indices;
the effect of competitive products and pricing, including the level of success of new product developments and global expansion;
the Company’s exposure to potential criminal sanctions or civil penalties for noncompliance 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,
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Sudan, Syria and Venezuela, 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 continuously evolving regulatory environment, in Europe, the United States and elsewhere, affecting S&P Global Ratings, S&P Global Platts, S&P Dow Jones Indices, and S&P Global Market Intelligence, including new and amended regulations and the Company’s compliance therewith;
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, including the ability to function remotely during long-term disruptions such as the COVID-19 pandemic;
the Company’s ability to make acquisitions and dispositions and successfully integrate the businesses we acquire;
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 and the health of the commodities markets;
our ability to attract, incentivize and retain key employees;
the level of the Company’s future cash flows and capital investments;
the impact on the Company’s revenue and net income caused by fluctuations in foreign currency exchange rates;
the Company's 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 offerings in the European Union and United Kingdom; and
the impact of changes in applicable tax or accounting requirements, including the Tax Cuts and Jobs Act on the Company.

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 the world’s foremost provider of credit ratings, benchmarks and analytics in the global capital and commodity markets, offering deep data and insights on critical business factors including ESG. 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 23,000 employees in 35 countries. For more information visit www.spglobal.com.

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

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

News Media:
David Guarino
Chief Communications Officer
(212) 438-1471 (office)
dave.guarino@spglobal.com

Christopher Krantz
Lead, Executive Communications
+44 (0) 20 7176 0060 (office)
christopher.krantz@spglobal.com
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Exhibit 1
S&P Global
Condensed Consolidated Statements of Income
Three months ended March 31, 2020 and 2019
(dollars in millions, except per share data)

(unaudited)20202019% Change
   
Revenue$1,786  $1,571  14%
Expenses881  866  2%
Gain on disposition(7) —  N/M
Operating profit912  705  29%
Other expense, net 103  (99)%
Interest expense, net34  36  (6)%
Income before taxes on income
877  566  55%
Provision for taxes on income188  113  67%
Net income689  453  52%
Less: net income attributable to noncontrolling interests
(50) (43) (16)%
Net income attributable to S&P Global Inc.
$639  $410  56%
     
Earnings per share attributable to S&P Global Inc. common shareholders:
   
Net income:
Basic$2.64  $1.66  59%
Diluted$2.62  $1.65  59%
Weighted-average number of common shares outstanding:
  
Basic242.1  246.7   
Diluted243.3  248.3   
Actual shares outstanding at period end240.9  246.1  
   

N/M - not meaningful
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, 2020 and December 31, 2019
(dollars in millions)
 
(unaudited)March 31, December 31,
20202019
   
Assets:  
Cash, cash equivalents, and restricted cash$1,952  $2,886  
Other current assets1,743  1,826  
Total current assets3,695  4,712  
Property and equipment, net309  320  
Right of use assets652  676  
Goodwill and other intangible assets, net5,142  4,999  
Other non-current assets665  641  
Total assets$10,463  $11,348  
       
Liabilities and (Deficit) Equity:      
Unearned revenue1,897  1,928  
Other current liabilities1,086  1,165  
Long-term debt3,949  3,948  
Lease liabilities — non-current603  620  
Pension, other postretirement benefits and other non-current liabilities
854  883  
Total liabilities8,389  8,544  
Redeemable noncontrolling interest2,268  2,268  
Total (deficit) equity(194) 536  
Total liabilities and (deficit) equity$10,463  $11,348  
   





Exhibit 3
S&P Global
Condensed Consolidated Statements of Cash Flows
Three months ended March 31, 2020 and 2019
(dollars in millions)
 
(unaudited)20202019
   
Operating Activities:  
Net income$689  $453  
Adjustments to reconcile net income to cash provided by operating activities:
      
Depreciation20  20  
Amortization of intangibles29  32  
Deferred income taxes(6) 28  
Stock-based compensation11  12  
Gain on disposition(7) —  
Pension settlement charge, net of taxes—  85  
Other39  15  
Net changes in other operating assets and liabilities(95) (352) 
Cash provided by operating activities680  293  
Investing Activities:      
Capital expenditures(11) (20) 
Acquisitions, net of cash acquired(183) (1) 
Changes in short-term investments
11  —  
Cash used for investing activities(183) (21) 
Financing Activities:      
Dividends paid to shareholders(161) (141) 
Distributions to noncontrolling interest holders, net(51) (18) 
Repurchase of treasury shares(1,153) (644) 
Exercise of stock options and employee withholding tax on share-based payments(36) (26) 
Cash used for financing activities(1,401) (829) 
Effect of exchange rate changes on cash(30) 35  
Net change in cash, cash equivalents, and restricted cash(934) (522) 
Cash, cash equivalents, and restricted cash at beginning of period2,886  1,958  
Cash, cash equivalents, and restricted cash at end of period$1,952  $1,436  
   





Exhibit 4

S&P Global
Operating Results by Segment
Three months ended March 31, 2020 and 2019
(dollars in millions)
(unaudited)Revenue
    
 20202019% Change
    
Ratings$825  $696  19%
Market Intelligence519  482  8%
Platts215  207  4%
Indices259  217  20%
Intersegment Elimination(32) (31) (5)%
Total revenue$1,786  $1,571  14%
    
    
 Expenses
    
 20202019% Change
    
Ratings (a)$305  $328  (7)%
Market Intelligence (b)372  348  7%
Platts (c)103  108  (3)%
Indices (d)77  67  16%
Corporate Unallocated expense (e)49  46  5%
Intersegment Elimination(32) (31) (5)%
Total expenses
$874  $866  1%
    
    
 Operating Profit
    
 20202019% Change
    
Ratings (a)$520  $368  41%
Market Intelligence (b)147  134  10%
Platts (c)112  99  13%
Indices (d)182  150  21%
Total reportable segments961  751  28%
Corporate Unallocated expense (e)(49) (46) (5)%
Total operating profit
$912  $705  29%
    

(a)  2019 includes amortization of intangibles from acquisitions of $1 million.
(b)  2020 includes a gain on the sale of Investor Relations of $7 million and employee severance charges of $2 million. 2020 and 2019 includes amortization of intangibles from acquisitions of $19 million and $18 million, respectively.
(c) 2020 and 2019 includes amortization of intangibles from acquisitions of $2 million and $3 million, respectively.
(d)  2020 and 2019 both include amortization of intangibles from acquisitions of $1 million.
(e) 2020 includes employee severance charges of $7 million and Kensho retention related expense of $5 million. 2019 includes Kensho retention related expense of $7 million. 2020 and 2019 includes amortization of intangibles from acquisitions of $7 million and $8 million, respectively.





Exhibit 5
S&P Global
Operating Results - Reported vs. Adjusted
Non-GAAP Financial Information
Three months ended March 31, 2020 and 2019
(dollars in millions, except per share amounts)
Adjusted Operating Profit
(unaudited)20202019% Change
RatingsOperating profit$520  $368  41%
Deal-related amortization
—   
Adjusted operating profit
$521  $369  41%
 
Market Intelligence Operating profit$147  $134  10%
Non-GAAP Adjustments (a)
(5) —  
Deal-related amortization19  18  
Adjusted operating profit
$160  $153  5%
PlattsOperating profit$112  $99  13%
Deal-related amortization  
Adjusted operating profit
$114  $103  11%
IndicesOperating profit$182  $150  21%
Deal-related amortization  
Adjusted operating profit
$183  $151  21%
Total segmentsOperating profit$961  $751  28%
Non-GAAP Adjustments (a)
(5) —  
Deal-related amortization23  24  
Adjusted segment operating profit
$978  $775  26%
Corporate Unallocated expenseCorporate Unallocated expense$(49) $(46) 5%
Non-GAAP adjustments (b)
12   
Deal-related amortization  
Adjusted Corporate Unallocated expense
$(30) $(32) (5)%
Total SPGIOperating profit$912  $705  29%
Non-GAAP adjustments (a) (b)
  
Deal-related amortization29  32  
Adjusted operating profit
$948  $743  28%
Adjusted Other Expense, Net
(unaudited)20202019% Change
Other expense, net$ $103  (99)%
Non-GAAP Adjustments (c)
—  (113) 
Adjusted other expense (income), net
$ $(10) N/M
 



Exhibit 5
Adjusted Provision for Income Taxes
(unaudited)20202019% Change
Provision for income taxes$188  $113  67%
Non-GAAP adjustments (a) (b) (c)
 29  
Deal-related amortization  
Adjusted provision for income taxes
$198  $150  33%
 

Adjusted Effective Tax Rate
(unaudited)20202019% Change
Adjusted operating profit$948  $743  28%
Adjusted other expense (income), net
 (10) 
Interest expense, net
34  36  
Adjusted income before taxes on income
$913  $717  27%
Adjusted provision for income taxes
$198  $150  
Adjusted effective tax rate 1
21.7 %20.9 %
 
1 The adjusted effective tax rate is calculated by dividing the adjusted provision for income taxes by the adjusted income before taxes on income.

Adjusted Net Income attributable to SPGI and Adjusted Diluted EPS
(unaudited)20202019% Change
Net Income attributable to SPGIDiluted EPSNet Income attributable to SPGIDiluted EPSNet Income attributable to SPGIDiluted EPS
Three Months
As reported $639  $2.62  $410  $1.65  56%59%
Non-GAAP adjustments (a) (b) (c)
 0.01  90  0.36  
Deal-related amortization22  0.09  24  0.10  
Adjusted$665  $2.73  $524  $2.11  27%29%
N/M - not meaningful
Note - Totals presented may not sum due to rounding.
Note - Adjusted operating margin for Ratings, Market Intelligence, Platts and Indices was 63%, 31%, 53% and 71% for the three months ended March 31, 2020. Adjusted operating margin for the Company was 53% for the three months ended March 31, 2020.

(a)  2020 includes a gain on the sale of Investor Relations of $7 million ($7 million after-tax) and employee severance charges of $2 million ($2 million after-tax).
(b)  2020 includes employee severance charges of $7 million ($5 million after-tax) and Kensho retention related expense of $5 million ($4 million after-tax). 2019 includes Kensho retention related expense of $7 million ($5 million after-tax).
(c) 2019 includes a pension related charge of $113 million ($85 million after-tax).









Exhibit 6
S&P Global
Revenue Information
Three months ended March 31, 2020 and 2019
(dollars in millions)
Revenue by Type


(unaudited)RatingsMarket IntelligencePlattsIndicesIntersegment Elimination
20202019% Change20202019% Change20202019% Change20202019% Change20202019% Change
Non-Subscription / Transaction (a)432  324  33%13  10  41%  (30)%—  —  N/M—  —  N/M
Non-Transaction (b)393  372  6%—  —  N/M—  —  N/M—  —  N/M(32) (31) (5)%
Subscription (c)—  —  N/M505  467  8%197  191  4%46  40  15%—  —  N/M
Asset-Linked Fees (d)—  —  N/M  (89)%—  —  N/M159  143  11%—  —  N/M
Sales Usage-Based Royalties (e)—  —  N/M—  —  N/M17  14  18%54  34  59%—  —  N/M
Total revenue$825  $696  19%$519  $482  8%$215  $207  4%$259  $217  20%$(32) $(31) (5)%

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 at CRISIL. Non-transaction revenue also includes an intersegment revenue elimination, which mainly consists of the royalty of $31 million and $29 million for the three months ended March 31, 2020 and 2019 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 is 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.

Revenue by Geographic Area
(unaudited)U.S.International
20202019% Change20202019% Change
Ratings$494  $398  24%$331  $298  11%
Market Intelligence339  308  10%180  174  3%
Platts70  69  2%145  138  5%
Indices222  183  22%37  34  8%
Intersegment elimination(17) (15) 21%(15) (16) (10)%
Total revenue$1,108  $943  18%$678  $628  8%
    
        








Exhibit 7
S&P Global
Non-GAAP Financial Information
Three months ended March 31, 2020 and 2019
(dollars in millions)
 Computation of Free Cash Flow and Free Cash Flow Excluding Certain Items
(unaudited)20202019
Cash provided by operating activities$680  $293  
Capital expenditures(11) (20) 
Distributions to noncontrolling interest holders, net(51) (18) 
Free cash flow$618  $255  
Settlements of prior-year tax audits—  50  
Payment of legal settlements—   
Free cash flow excluding certain items$618  $306  
   
 S&P Global Organic Revenue
(unaudited)20202019% Change
Total revenue$1,786  $1,571  14%
Ratings acquisitions
(2) —  
Market Intelligence acquisition and divestitures
(11) (8) 
Platts acquisitions and divestiture
—  (2) 
Total adjusted revenue$1,773  $1,561  14%
Organic revenue constant currency basis$1,779  $1,561  14%
 

Ratings Organic Revenue
(unaudited)20202019% Change
Ratings revenue$825  $696  19%
Acquisitions
(2) —  
Adjusted Ratings revenue
$823  $696  18%
 
Market Intelligence Organic Revenue
(unaudited)20202019% Change
Market Intelligence revenue$519  $482  8%
Acquisition and divestitures
(11) (8) 
Adjusted Market Intelligence revenue
$508  $474  7%
 
Platts Organic Revenue
(unaudited)20202019% Change
Platts revenue$215  $207  4%
Acquisitions and divestiture
—  (2) 
Adjusted Platts revenue
$215  $205  5%
 
Indices Organic Revenue
(unaudited)20202019% Change
Indices revenue$259  $217  20%
Acquisitions and divestitures
—  —  
Adjusted Indices revenue$259  $217  20%




Exhibit 7
Adjusted Indices Net Operating Profit
(unaudited)20202019% Change
Adjusted operating profit$183  $151  21%
Less: income attributable to NCI
49  40  
Adjusted Net Operating Profit$134  $111  21%






Exhibit 8
S&P Global
 Non-GAAP Guidance

Reconciliation of 2020 Non-GAAP Guidance
(unaudited)
 LowHigh
GAAP Diluted EPS $9.50  $