Reported Revenue Increased 37% vs. Prior Year
and Decreased 9% vs. Pro Forma Revenue; Adjusted Revenue Decreased
8% vs. Non-GAAP Pro Forma Adjusted Revenue
Commercial Success in Multiple Business Lines,
Offset by a Continued Decline in Revenue Related to Debt
Issuance
Diluted EPS Decreased 44% to $1.84 vs. 3Q21 and Decreased 19% vs. Pro Forma
Diluted EPS; Adjusted Diluted EPS Decreased 4% to $2.93 vs. Non-GAAP Pro Forma Adjusted Diluted
EPS
Reported Operating Profit Margin Decreased
2,210 Basis Points to 29.8% from Prior Year and Decreased 660 Basis
Points to 29.8% from Pro Forma Operating Margin
Adjusted Operating Profit Margin Decreased 200
Basis Points to 46.0% compared to Non-GAAP Pro Forma Adjusted
Operating Margin
Disciplined Expense Management and Synergies
Driving Adjusted Margin Expansion in Most Divisions
Company is Updating GAAP Guidance and Non-GAAP
Pro Forma Adjusted Guidance
Company has Deployed $11B Toward Share Repurchases YTD; on Track to
Complete $12B ASR by Year-end
Company to Present Strategic Vision and
Multi-Year Targets at Investor Day on December 1, 2022 in New
York City
NEW
YORK, Oct. 27, 2022 /PRNewswire/ -- S&P
Global (NYSE: SPGI) today reported third quarter 2022 results
with reported revenue of $2.86
billion, an increase of 37% compared to the same period last
year, primarily due to the inclusion of IHS Markit businesses,
partially offset by declines in Ratings revenue. Continued
execution drove growth across most of the Company's six divisions,
while Ratings transaction revenue continues to be negatively
impacted by a sharp year-over-year reduction in debt issuance. GAAP
net income decreased 24% to $608
million and GAAP diluted earnings per share decreased 44% to
$1.84 primarily due to the increase
in shares outstanding as a result of the merger with IHS Markit.
The Company plans to present strategic vision and multi-year
targets at its previously announced Investor Day on December 1, 2022 in New
York City. The event will be in-person by invitation, and
webcast publicly.
"Our teams continue to serve the markets well and rally together
in an uncertain external environment," said Douglas L. Peterson, President and Chief
Executive Officer of S&P Global. "We have seen strong
commercial success in multiple areas of the business and are on
track with our merger integration program. We are actively
monitoring the macroeconomic and geopolitical landscape to plan for
multiple potential scenarios, while identifying the most promising
areas for future growth."
Adjusted revenue decreased 8% compared to non-GAAP pro forma
adjusted revenue from the third quarter of 2021, or 6% on a
constant-currency basis. Adjusted net income declined 11% to
$968 million compared to non-GAAP pro
forma adjusted net income and adjusted diluted earnings per share
decreased 4% to $2.93 compared to
non-GAAP pro forma adjusted diluted earnings per share primarily
due to a 7% decrease in pro forma fully diluted shares outstanding.
Currency positively impacted adjusted EPS by $0.03. The largest non-core adjustments to
earnings in the third quarter of 2022 were for lease impairments
and integration costs.
Important note on the presentation of financial results and
guidance: GAAP financials and guidance are presented to
reflect the close of the merger with IHS Markit, and the inclusion
of its financial results, as of March 1,
2022. Adjusted financial information, including adjustments
to pro forma GAAP financial information and guidance are presented
on a pro forma basis as if the merger had closed on January 1, 2021, to facilitate year-over-year
comparisons. Non-GAAP pro forma adjusted financials also exclude
the contribution of divested businesses from all presented
periods.
Profit Margin: The Company's reported operating
profit margin decreased 2,210 basis points to 29.8% due to the
inclusion of IHS Markit and costs associated with the merger.
Adjusted operating profit margin decreased 200 basis points to
46.0% compared to non-GAAP pro forma adjusted operating profit
margin primarily due to a decline in Ratings transaction revenue,
as well as increases in technology and compensation expense. Margin
impact was partially offset by lower incentive expenses and cost
synergies.
Return of Capital: In 2022, through the third
quarter, the Company returned more than $11.7 billion to shareholders through a
combination of $11 billion in the
form of an accelerated share repurchase (ASR) agreement and
$749 million in cash dividends.
Year-to-date, the Company has completed 92% of its previously
announced $12 billion ASR program,
which the Company still expects to be completed by the end of the
year. The remaining $1 billion of the
ASR is expected to launch in December.
Market Intelligence: Reported revenue increased 83%
to $1.02 billion in the third quarter
of 2022 driven primarily by the inclusion of IHS Markit revenue and
increased 1% compared to pro forma revenue. Adjusted revenue
increased 4% to $1.02 billion
compared to non-GAAP pro forma adjusted revenue with growth across
categories, led by strong growth in Credit & Risk Solutions as
well as Data & Advisory Solutions. Reported operating profit
decreased to $174 million from the
prior year and by $35 million on a
pro forma basis with operating profit margin decreasing 1,530 basis
points to 17.1% due to the inclusion of IHS Markit. Adjusted
operating profit increased 13% to $345
million compared to non-GAAP pro forma adjusted operating
profit and adjusted operating profit margin increased 260 basis
points to 33.9% compared to non-GAAP pro forma adjusted operating
profit margin driven by revenue growth and the realization of
merger-related cost synergies, partially offset by increases in
compensation expense and cloud spend.
Ratings: Reported revenue decreased 33% to
$681 million in the third quarter of
2022. Transaction revenue decreased 56% to $244 million. Transaction revenue was negatively
impacted by a year-over-year decrease in debt issuance across all
categories. Non-transaction revenue decreased 6% to
$437 million due primarily to lower
initial Issuer Credit Rating (ICR) revenue, Rating Evaluation
Services (RES) revenue, and unfavorable FX, partially offset by
growth at CRISIL. Excluding FX, non-transaction revenue would have
decreased 2% year-over-year.
Reported operating profit decreased 41% to $377 million from prior year and decreased 41%
compared to pro forma operating profit. Operating profit margin
decreased 800 basis points to 55.3% compared to the third quarter
of 2021 due to the decrease in transaction revenue, partially
offset by year-over-year declines in incentive compensation
expense. Adjusted operating profit decreased 41% to $381 million compared to non-GAAP pro forma
adjusted operating profit, and adjusted operating profit margin
decreased 750 basis points to 55.9% compared to non-GAAP pro forma
adjusted operating profit margin.
Commodity Insights: Reported revenue increased 70%
to $432 million compared to the third
quarter of 2022, primarily driven by the inclusion of IHS Markit,
and increased 5% compared to pro forma revenue driven by Price
Assessments, and strong growth in Energy & Resources Data &
Insights, offset by slight declines in Upstream Data & Insights
and Advisory & Transaction Services. Adjusted revenue increased
5% to $432 million compared to
non-GAAP pro forma adjusted revenue, driven by the same factors.
Reported operating profit increased 4% to $141 million compared to the prior year and
increased 1% to $141 million compared
to pro forma operating profit while operating profit margin
decreased 2,090 basis points to 32.6% compared to the prior year
primarily due to the inclusion of IHS Markit. Adjusted operating
profit increased 9% to $198 million
compared to non-GAAP pro forma adjusted operating profit and
adjusted operating profit margin increased 190 basis points to
45.8% compared to non-GAAP pro forma adjusted operating profit
margin. The impact of the Russia/Ukraine conflict continues to be the most
significant headwind to revenue and profit margins.
Mobility: Reported revenue was $346 million in the third quarter of 2022 and
increased 12% compared to pro forma revenue. Adjusted revenue
increased 8% to $346 million in the
third quarter of 2022 compared to non-GAAP pro forma adjusted
revenue with growth driven by continued high retention rates and
new business in CARFAX, as well as strength in our Planning
Solutions and Financials offerings, partially offset by sales and
marketing products. Reported operating profit in the third quarter
was $90 million and operating profit
margin was 25.9%, and increased 88% compared to pro forma operating
profit. Adjusted operating profit increased 14% to $146 million compared to non-GAAP pro forma
adjusted operating profit and adjusted operating profit margin
increased 200 basis points to 42.4% compared to non-GAAP pro forma
adjusted operating profit margin. Revenue growth combined with
management actions and favorable FX to drive margin expansion,
partially offset by software and cloud expense growth.
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% non-controlling interest is removed in
net income attributable to non-controlling interests.
Reported revenue increased 12% to $334
million in the third quarter of 2022, primarily due to the
inclusion of IHS Markit and increased 3% compared to pro forma
revenue. Adjusted revenue increased 3% to $334 million in the third quarter of 2022
compared to non-GAAP pro forma adjusted revenue, driven by strong
growth in exchange-traded derivatives, and Data & Custom
Subscriptions, with growth partially offset by declines in
asset-linked fees due to market valuations.
Reported operating profit increased 12% to $239 million and increased 10% compared to pro
forma operating profit. Operating profit margin increased 20 basis
points to 71.5%. Adjusted operating profit increased 5% to
$234 million compared to non-GAAP pro
forma adjusted operating profit. Adjusted operating profit margin
improved 100 basis points to 70.3% compared to non-GAAP pro forma
adjusted operating profit margin, driven by strong revenue growth,
while adjusted expenses were held flat relative to the year-ago
period. Operating profit attributable to the Company increased 13%
to $175 million. Adjusted pro forma
operating profit attributable to the Company increased 11% to
$184 million.
Engineering Solutions: Reported revenue was
$95 million in the third quarter of
2022 and decreased 6% compared to pro forma revenue in the year-ago
period. Adjusted revenue decreased 8% to $95
million in the third quarter of 2022 compared to non-GAAP
pro forma adjusted revenue, with declines driven primarily by the
absence of a Boiler Pressure Vessel Code (BPVC) release in 2022, as
the most recent edition was released in 3Q21. Reported operating
profit in the third quarter was $1
million and operating profit margin was 0.9%. Adjusted
operating profit decreased 12% to $17
million compared to non-GAAP pro forma adjusted operating
profit and adjusted operating profit margin decreased 80 basis
points to 17.9% compared to non-GAAP pro forma adjusted operating
profit margin, with expense declines driven by lower BPVC-related
royalties, partially offset by increased royalties on other
products and product development investment.
Corporate Unallocated Expense: Reported Corporate
Unallocated Expense of $175 million
compares to $89 million of reported
Corporate Unallocated Expense in the prior period, and $127 million of pro forma Corporate Unallocated
Expense. Adjusted Corporate Unallocated Expense was $24 million in the third quarter of 2022 compared
to non-GAAP pro forma adjusted unallocated expense of $36 million in the third quarter of 2021.
Adjusted pro forma Corporate Unallocated Expense declined from a
year ago, driven by a combination of synergies and reduced
incentive costs.
Provision for Income Taxes: The Company's effective
tax rate (excluding taxes in relation to earnings of unconsolidated
subsidiaries) decreased to 17.6% in the third quarter of 2022
compared to 19.9% in the same period last year due to a post-merger
change in the mix of income by jurisdiction. The adjusted effective
tax rate (excluding taxes in relation to earnings of unconsolidated
subsidiaries) increased to 20.5% compared to 19.9% in the same
period last year, as the third quarter 2021 rate included a
non-recurring benefit of prior period adjustments. The Company's
effective tax rate may fluctuate from quarter to quarter due to the
timing of discrete tax adjustments.
Balance Sheet and Cash Flow: Cash, cash
equivalents, and restricted cash at the end of the third quarter
were $1.4 billion. In the first nine
months of 2022, cash provided by operating activities was
$1,490 million, cash provided by
investing activities was $3,689
million, and cash used for financing activities was
$10,128 million. Free cash flow in
the first nine months of 2022 was $1,232
million, a decrease of $1,222
million compared to the same period in 2021 and non-GAAP pro
forma adjusted free cash flow excluding certain items was
$2,590 million.
Outlook: The Company is updating both GAAP and
non-GAAP pro forma adjusted guidance for 2022 to reflect the
results of the third quarter, as well as our most recent views on
the macro-economic and geopolitical environment. 2022 reported
revenue is expected to increase more than 30%. GAAP diluted EPS is
expected to be in a range of $9.75 to
$9.90.
The Company is providing non-GAAP adjusted guidance on a pro
forma basis that excludes merger expenses, and amortization of
intangibles related to acquisitions. Non-GAAP pro forma adjusted
guidance is provided to reflect expected financial results for the
full year, as if the merger with IHS Markit (and associated
divestitures) had been completed on January
1, 2021. Non-GAAP pro forma adjusted revenue is now expected
to decline mid-single digits. Non-GAAP pro forma adjusted diluted
EPS is expected in the range of $11.00 to $11.15.
Non-GAAP pro forma adjusted free cash flow excluding certain items
is expected to be approximately $4
billion.
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").
Company financial results are also presented on an as-reported
basis, and on a pro forma basis as if the merger had closed on
January 1, 2021, for periods
including fiscal year 2021, the three months ended September 30, 2021 and nine months ended
September 30, 2022 and 2021; the pro
forma basis agrees to the Company's previously filed unaudited pro
forma combined condensed financial information presented in
accordance with Article 11 of Regulation S-X. 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 revenue and
non-GAAP pro forma adjusted revenue; adjusted net income and
non-GAAP pro forma adjusted net income; adjusted operating profit
and margin and non-GAAP pro forma adjusted operating profit and
margin; adjusted Corporate Unallocated expense and non-GAAP pro
forma adjusted Corporate Unallocated expense; non-GAAP pro forma
adjusted other income, net; adjusted interest expense, net and
non-GAAP pro forma adjusted interest expense, net; adjusted
provision for income taxes and non-GAAP pro forma adjusted
provision for income taxes; adjusted effective tax rates and
non-GAAP pro forma adjusted effective tax rate; adjusted income
before taxes on income and non-GAAP pro forma adjusted income
before taxes on income; adjusted net income attributable to
noncontrolling interests and non-GAAP pro forma adjusted net income
attributable to noncontrolling interests; adjusted diluted EPS,
non-GAAP pro forma adjusted diluted EPS and non-GAAP pro forma
adjusted diluted EPS guidance; free cash flow and non-GAAP pro
forma adjusted free cash flow excluding certain items; adjusted
Indices net operating profit and non-GAAP pro forma adjusted
Indices net operating profit; non-GAAP pro forma adjusted revenue
guidance; non-GAAP pro forma adjusted free cash flow excluding
certain items guidance. 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, 6, 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 non-GAAP pro forma adjusted 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 non-GAAP pro forma adjusted 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 third quarter 2022 earnings
results on a conference call scheduled for today, October 27, 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.
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 November 27, 2022. U.S. participants may call
(800) 839-4229; international participants may call +1 (203)
369-3034 (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 completed merger (the
"Merger") between a subsidiary of the Company and IHS Markit Ltd.
("IHS Markit"), which express management's current views concerning
future events, trends, contingencies or results, appear at various
places in this press release 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, natural and man-made disasters, civil unrest, pandemics
(e.g., COVID-19), geopolitical uncertainty (including military
conflict), and conditions that may result from legislative,
regulatory, trade and policy changes;
- the ability of the Company to retain customers and to implement
its plans, forecasts and other expectations with respect to IHS
Markit's business and realize expected synergies;
- business disruption following the Merger;
- the Company's ability to meet expectations regarding the
accounting and tax treatments of the Merger;
- the volatility and health of debt, equity, commodities and
energy markets, including credit quality and spreads, the level of
liquidity and future debt issuances, demand for investment products
that track indices and assessments 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;
- 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, data breach, power loss, telecommunications
failure or other natural or man-made event, including the ability
to function remotely during long-term disruptions such as the
ongoing COVID-19 pandemic;
- 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;
- 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,
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 around the
globe, affecting S&P Global Market Intelligence, S&P Global
Ratings, S&P Global Commodity Insights, S&P Global
Mobility, S&P Dow Jones Indices, S&P Global Engineering
Solutions, and the products those business divisions offer
including our ESG products, and the Company's compliance
therewith;
- 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;
- our ability to attract, incentivize and retain key employees,
especially in today's competitive business environment;
- the level of the Company's future cash flows and capital
investments;
- the impact on the Company's revenue and net income caused by
fluctuations in foreign currency exchange rates; and
- the impact of changes in applicable tax or accounting
requirements 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 Item 1A, Risk
Factors, in our most recently filed Annual Report on Form
10-K.
About S&P Global
S&P Global (NYSE: SPGI) provides essential intelligence. We
enable governments, businesses and individuals with the right data,
expertise and connected technology so that they can make decisions
with conviction. From helping our customers assess new investments
to guiding them through ESG and energy transition across supply
chains, we unlock new opportunities, solve challenges and
accelerate progress for the world.
We are widely sought after by many of the world's leading
organizations to provide credit ratings, benchmarks, analytics and
workflow solutions in the global capital, commodity and automotive
markets. With every one of our offerings, we help the world's
leading organizations plan for tomorrow, today.
Investor Relations: http://investor.spglobal.com
Get news direct via RSS:
https://investor.spglobal.com/contact-investor-relations/rss-feeds/default.aspx
Contact:
Investor Relations:
Mark Grant
Senior Vice President, Investor Relations
Tel: +1 (347) 640-1521
mark.grant@spglobal.com
Media:
Ola Fadahunsi
Communications
Tel: +1 (332) 210-9935
ola.fadahunsi@spglobal.com
Christopher Krantz
Communications
Tel: +44 7976 632 638
christopher.krantz@spglobal.com
Exhibit 1
|
|
S&P Global Condensed
Consolidated Statements of Income Three and nine months
ended September 30, 2022 and 2021
(dollars in millions, except per share data)
|
|
(unaudited)
|
Three
Months
|
Nine
Months
|
|
|
2022
|
|
2021
|
|
%
Change
|
|
|
2022
|
|
2021
|
|
%
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
2,861
|
|
$
2,087
|
|
37 %
|
|
|
$
8,244
|
|
$
6,209
|
|
33 %
|
|
Expenses
|
|
2,012
|
|
1,007
|
|
N/M
|
|
|
5,934
|
|
2,897
|
|
N/M
|
|
Loss (gain) on
dispositions
|
|
2
|
|
(3)
|
|
N/M
|
|
|
(1,897)
|
|
(5)
|
|
N/M
|
|
Equity in income on
unconsolidated Subsidiaries
|
|
(6)
|
|
—
|
|
N/M
|
|
|
(21)
|
|
—
|
|
N/M
|
|
Operating
profit
|
|
853
|
|
1,083
|
|
(21) %
|
|
|
4,228
|
|
3,317
|
|
27 %
|
|
Other income,
net
|
|
(37)
|
|
(22)
|
|
(68) %
|
|
|
(86)
|
|
(51)
|
|
(68) %
|
|
Interest expense,
net
|
|
71
|
|
31
|
|
N/M
|
|
|
218
|
|
94
|
|
N/M
|
|
(Gain) loss on
extinguishment of debt, net
|
|
(4)
|
|
—
|
|
N/M
|
|
|
15
|
|
—
|
|
N/M
|
|
Income before taxes on
income
|
|
823
|
|
1,074
|
|
(23) %
|
|
|
4,081
|
|
3,274
|
|
25 %
|
|
Provision for taxes on
income
|
|
145
|
|
213
|
|
(32) %
|
|
|
1,053
|
|
747
|
|
41 %
|
|
Net income
|
|
678
|
|
861
|
|
(21) %
|
|
|
3,028
|
|
2,527
|
|
20 %
|
|
Less: net income
attributable to noncontrolling interests
|
|
(70)
|
|
(64)
|
|
(10) %
|
|
|
(213)
|
|
(178)
|
|
(20) %
|
|
Net income
attributable to S&P Global Inc.
|
|
$
608
|
|
$
797
|
|
(24) %
|
|
|
$
2,815
|
|
$
2,349
|
|
20 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share
attributable to S&P Global Inc. common
shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
1.84
|
|
$
3.31
|
|
(44) %
|
|
|
$
8.95
|
|
$
9.76
|
|
(8) %
|
|
Diluted
|
|
$
1.84
|
|
$
3.30
|
|
(44) %
|
|
|
$
8.91
|
|
$
9.72
|
|
(8) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average number
of common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
329.6
|
|
240.9
|
|
|
|
|
314.5
|
|
240.8
|
|
|
|
Diluted
|
|
330.9
|
|
241.7
|
|
|
|
|
315.7
|
|
241.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual shares
outstanding at period end
|
|
|
|
|
|
|
|
|
325.8
|
|
241.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N/M - Represents a
change equal to or in excess of 100% or not meaningful
|
Note - % change in the
tables throughout the exhibits are calculated off of the actual
number, not the rounded number presented.
|
Note - S&P Global
completed the merger with IHS Markit on February 28, 2022. The
three and nine months ended September 30, 2022 include results
from IHS Markit since the date of acquisition.
|
Exhibit 2
|
|
S&P Global Condensed
Consolidated Balance Sheets September 30, 2022 and
December 31, 2021
(dollars in millions)
|
|
(unaudited)
|
|
September
30,
|
|
|
December
31,
|
|
|
|
2022
|
|
|
2021
|
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
Cash, cash equivalents,
and restricted cash
|
|
$
1,389
|
|
|
$
6,505
|
|
Other current
assets
|
|
2,789
|
|
|
2,305
|
|
Total current
assets
|
|
4,178
|
|
|
8,810
|
|
Property and equipment,
net
|
|
305
|
|
|
241
|
|
Right of use
assets
|
|
455
|
|
|
426
|
|
Goodwill and other
intangible assets, net
|
|
54,023
|
|
|
4,791
|
|
Equity in investment in
unconsolidated subsidiaries
|
|
1,889
|
|
|
165
|
|
Other non-current
assets
|
|
963
|
|
|
593
|
|
Total
assets
|
|
$
61,813
|
|
|
$
15,026
|
|
|
|
|
|
|
|
|
Liabilities and
Equity:
|
|
|
|
|
|
|
Short-term
debt
|
|
$
52
|
|
|
$
—
|
|
Unearned
revenue
|
|
2,870
|
|
|
2,217
|
|
Other current
liabilities
|
|
2,126
|
|
|
1,598
|
|
Long-term
debt
|
|
10,734
|
|
|
4,114
|
|
Lease liabilities —
non-current
|
|
592
|
|
|
492
|
|
Deferred tax liability
— non-current
|
|
4,336
|
|
|
174
|
|
Pension, other
postretirement benefits and other non-current
liabilities
|
|
704
|
|
|
895
|
|
Total
liabilities
|
|
21,414
|
|
|
9,490
|
|
Redeemable
noncontrolling interest
|
|
3,159
|
|
|
3,429
|
|
Total
equity
|
|
37,240
|
|
|
2,107
|
|
Total liabilities and
equity
|
|
$
61,813
|
|
|
$
15,026
|
|
|
|
|
|
|
|
|
|
Note - S&P Global
completed the merger with IHS Markit on February 28, 2022. The
balance sheet as of September 30, 2022 includes assets and
liabilities assumed from the acquisition.
|
Exhibit 3
|
|
S&P Global Condensed Consolidated
Statements of Cash Flows Nine months ended
September 30, 2022 and 2021
(dollars in millions)
|
|
(unaudited)
|
|
2022
|
|
|
2021
|
|
|
|
|
|
|
|
|
Operating
Activities:
|
|
|
|
|
|
|
Net income
|
|
$
3,028
|
|
|
$
2,527
|
|
Adjustments to
reconcile net income to cash provided by operating
activities:
|
|
|
|
|
|
|
Depreciation
|
|
93
|
|
|
63
|
|
Amortization of
intangibles
|
|
645
|
|
|
74
|
|
Deferred income
taxes
|
|
(155)
|
|
|
1
|
|
Stock-based
compensation
|
|
160
|
|
|
90
|
|
Gain on
dispositions
|
|
(1,897)
|
|
|
(5)
|
|
Loss on extinguishment
of debt, net
|
|
15
|
|
|
—
|
|
Other
|
|
267
|
|
|
48
|
|
Net changes in other
operating assets and liabilities
|
|
(666)
|
|
|
(140)
|
|
Cash provided by
operating activities
|
|
1,490
|
|
|
2,658
|
|
|
|
|
|
|
|
|
Investing
Activities:
|
|
|
|
|
|
|
Capital
expenditures
|
|
(61)
|
|
|
(33)
|
|
Acquisitions, net of
cash acquired
|
|
242
|
|
|
(19)
|
|
Proceeds from
dispositions
|
|
3,510
|
|
|
11
|
|
Changes in short-term
investments
|
|
(2)
|
|
|
(1)
|
|
Cash provided by (used
for) investing activities
|
|
3,689
|
|
|
(42)
|
|
|
|
|
|
|
|
|
Financing
Activities:
|
|
|
|
|
|
|
Payments on short-term
debt, net
|
|
(219)
|
|
|
—
|
|
Proceeds from issuance
of senior notes, net
|
|
5,395
|
|
|
—
|
|
Payments on senior
notes
|
|
(3,684)
|
|
|
—
|
|
Dividends paid to
shareholders
|
|
(749)
|
|
|
(557)
|
|
Proceeds from
noncontrolling interest holders
|
|
410
|
|
|
—
|
|
Distributions to
noncontrolling interest holders
|
|
(197)
|
|
|
(171)
|
|
Repurchase of treasury
shares
|
|
(11,003)
|
|
|
—
|
|
Exercise of stock
options and employee withholding tax on share-based
payments
|
|
(81)
|
|
|
(44)
|
|
Cash used for
financing activities
|
|
(10,128)
|
|
|
(772)
|
|
Effect of exchange
rate changes on cash
|
|
(167)
|
|
|
(59)
|
|
Net change in cash,
cash equivalents, and restricted cash
|
|
(5,116)
|
|
|
1,785
|
|
Cash, cash
equivalents, and restricted cash at beginning of period
|
|
6,505
|
|
|
4,122
|
|
Cash, cash
equivalents, and restricted cash at end of period
|
|
$
1,389
|
|
|
$
5,907
|
|
|
|
|
|
|
|
|
Exhibit 4
|
|
S&P Global
Operating Results
by Segment
Three and nine months
ended September 30,
2022 and 2021 (dollars in
millions)
|
|
(unaudited)
|
Three
Months
|
Nine
Months
|
|
|
Revenue
|
|
|
Revenue
|
|
|
|
2022
|
|
2021
|
|
%
Change
|
|
|
2022
|
|
2021
|
|
%
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market
Intelligence
|
|
$
1,016
|
|
$
554
|
|
83 %
|
|
|
$
2,774
|
|
$
1,617
|
|
72 %
|
|
Ratings
|
|
681
|
|
1,017
|
|
(33) %
|
|
|
2,345
|
|
3,107
|
|
(25) %
|
|
Commodity
Insights
|
|
432
|
|
255
|
|
70 %
|
|
|
1,234
|
|
747
|
|
65 %
|
|
Mobility
|
|
346
|
|
—
|
|
N/M
|
|
|
797
|
|
—
|
|
N/M
|
|
Indices
|
|
334
|
|
298
|
|
12 %
|
|
|
995
|
|
846
|
|
18 %
|
|
Engineering
Solutions
|
|
95
|
|
—
|
|
N/M
|
|
|
224
|
|
—
|
|
N/M
|
|
Intersegment
Elimination
|
|
(43)
|
|
(37)
|
|
(17) %
|
|
|
(125)
|
|
(108)
|
|
(15) %
|
|
Total
revenue
|
|
$
2,861
|
|
$
2,087
|
|
37 %
|
|
|
$
8,244
|
|
$
6,209
|
|
33 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
Expenses
|
|
|
|
2022
|
|
2021
|
|
%
Change
|
|
|
2022
|
|
2021
|
|
%
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market Intelligence
(a)
|
|
$
842
|
|
$
375
|
|
N/M
|
|
|
$
408
|
|
$
1,103
|
|
(63) %
|
|
Ratings (b)
|
|
304
|
|
373
|
|
(19) %
|
|
|
993
|
|
1,053
|
|
(6) %
|
|
Commodity Insights
(c)
|
|
291
|
|
119
|
|
N/M
|
|
|
794
|
|
336
|
|
N/M
|
|
Mobility (d)
|
|
256
|
|
—
|
|
N/M
|
|
|
631
|
|
—
|
|
N/M
|
|
Indices (e)
|
|
95
|
|
85
|
|
11 %
|
|
|
263
|
|
246
|
|
7 %
|
|
Engineering Solutions
(f)
|
|
94
|
|
—
|
|
N/M
|
|
|
221
|
|
—
|
|
N/M
|
|
Corporate Unallocated
expense (g)
|
|
175
|
|
89
|
|
95 %
|
|
|
852
|
|
262
|
|
N/M
|
|
Equity in Income on
Unconsolidated Subsidiaries (h)
|
|
(6)
|
|
—
|
|
N/M
|
|
|
(21)
|
|
—
|
|
N/M
|
|
Intersegment
Elimination
|
|
(43)
|
|
(37)
|
|
(17) %
|
|
|
(125)
|
|
(108)
|
|
(15) %
|
|
Total
expenses
|
|
$
2,008
|
|
$
1,004
|
|
N/M
|
|
|
$
4,016
|
|
$
2,892
|
|
39 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Profit
|
|
|
Operating
Profit
|
|
|
|
2022
|
|
2021
|
|
%
Change
|
|
|
2022
|
|
2021
|
|
%
Change
|
|
Market Intelligence
(a)
|
|
$
174
|
|
$
179
|
|
(3) %
|
|
|
$
2,366
|
|
$
514
|
|
N/M
|
|
Ratings (b)
|
|
377
|
|
644
|
|
(41) %
|
|
|
1,352
|
|
2,054
|
|
(34) %
|
|
Commodity Insights
(c)
|
|
141
|
|
136
|
|
4 %
|
|
|
440
|
|
411
|
|
7 %
|
|
Mobility (d)
|
|
90
|
|
—
|
|
N/M
|
|
|
166
|
|
—
|
|
N/M
|
|
Indices (e)
|
|
239
|
|
213
|
|
12 %
|
|
|
732
|
|
600
|
|
22 %
|
|
Engineering Solutions
(f)
|
|
1
|
|
—
|
|
N/M
|
|
|
3
|
|
—
|
|
N/M
|
|
Total reportable
segments
|
|
1,022
|
|
1,172
|
|
(13) %
|
|
|
5,059
|
|
3,579
|
|
41 %
|
|
Corporate Unallocated
expense (g)
|
|
(175)
|
|
(89)
|
|
(95) %
|
|
|
(852)
|
|
(262)
|
|
N/M
|
|
Equity in Income on
Unconsolidated Subsidiaries (h)
|
|
6
|
|
—
|
|
N/M
|
|
|
21
|
|
—
|
|
N/M
|
|
Total operating
profit
|
|
$
853
|
|
$
1,083
|
|
(21) %
|
|
|
$
4,228
|
|
$
3,317
|
|
27 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N/M - Represents a
change equal to or in excess of 100% or not meaningful
|
Note - S&P Global
completed the merger with IHS Markit on February 28, 2022. The
three and nine months ended September 30, 2022 include results
from IHS Markit since the date of acquisition.
|
(a)
|
The three and nine
months ended September 30, 2022 includes loss on dispositions of
$17 million and gain on dispositions of $1.8 billion, respectively,
employee severance charges of $13 million and $44 million,
respectively, IHS Markit merger costs of $6 million and $21
million, respectively, and acquisition-related costs of $1 million
and $2 million, respectively. The nine months ended
September 30, 2021 includes a gain on disposition of $2
million. Additionally, amortization of intangibles from
acquisitions of $134 million and $16 million is included for the
three months ended September 30, 2022 and 2021, respectively,
and $331 million and $49 million for the nine months ended
September 30, 2022 and 2021, respectively.
|
(b)
|
The three and nine
months ended September 30, 2022 includes employee severance charges
of $2 million and $14 million, respectively. Additionally,
amortization of intangibles from acquisitions of $2 million is
included for the three months ended September 30, 2022 and 2021,
and $5 million and $8 million for the nine months ended September
30, 2022 and 2021, respectively.
|
(c)
|
The three and nine
months ended September 30, 2022 includes employee severance charges
of $14 million and $38 million, respectively, and IHS Markit merger
costs of $10 million and $16 million, respectively. Additionally,
amortization of intangibles from acquisitions of $32 million and $2
million is included for the three months ended September 30,
2022 and 2021, respectively, and $77 million and $6 million for the
nine months ended September 30, 2022 and 2021,
respectively.
|
(d)
|
The three and nine
months ended September 30, 2022 includes an acquisition-related
benefit of $19 million and $15 million, respectively, and employee
severance charges of $1 million and $3 million, respectively. The
nine months ended September 30, 2022 includes IHS Markit merger
costs of $1 million. Amortization of intangibles from acquisitions
of $76 million and $176 million is included for the three and nine
months ended September 30, 2022, respectively.
|
(e)
|
The three and nine
months ended September 30, 2022 includes a gain on disposition of
$14 million and $52 million, respectively, employee severance
charges of $1 million and $4 million, respectively, and IHS Markit
merger costs of $1 million. Additionally, amortization of
intangibles from acquisitions of $9 million and $1 million is
included for the three months ended September 30, 2022 and
2021, respectively, and $22 million and $4 million for the nine
months ended September 30, 2022 and 2021,
respectively.
|
(f)
|
The three and nine
months ended September 30, 2022 includes employee severance charges
of $2 million and $4 million, respectively. Amortization of
intangibles from acquisitions of $14 million and $33 million is
included for the three and nine months ended September 30, 2022,
respectively.
|
(g)
|
The three and nine
months ended September 30, 2022 includes IHS Markit merger costs of
$127 million and $483 million, respectively, employee severance
charges of $23 million and $87 million, respectively, asset
impairment of $9 million, a gain on acquisition of $10 million, and
acquisition-related costs of $1 million and $7 million,
respectively. The nine months ended September 30, 2022 includes a
S&P Foundation grant of $200 million, lease impairments of $5
million and an asset write-off of $3 million. The three and nine
months ended September 30, 2021 includes $54 million and $153
million, respectively, of IHS Markit merger costs and a gain on
disposition of $3 million. The nine months ended September 30,
2021 includes a lease impairment of $3 million and Kensho retention
related expense of $2 million. Amortization of intangibles from
acquisitions of $1 million and $7 million is included for the nine
months ended September 30, 2022 and 2021,
respectively.
|
(h)
|
Amortization of
intangibles from acquisitions of $13 million and $42 million is
included for the three and nine months ended September 30, 2022,
respectively.
|
Exhibit 5
|
|
S&P Global Operating Results -
Non-GAAP Financial Information Three and nine
months ended September 30, 2022 and 2021
(dollars in millions, except per share amounts)
Adjusted Revenue/Non-GAAP Pro Forma Adjusted
Revenue
|
|
(unaudited)
|
|
Three
Months
|
Nine
Months
|
|
|
|
2022
|
|
2021
|
|
%
Change
|
|
|
2022
|
|
2021
|
|
%
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market
Intelligence
|
Revenue/Pro forma
revenue *
|
|
$
1,016
|
|
$
1,007
|
|
1 %
|
|
|
$
3,065
|
|
$
2,973
|
|
3 %
|
|
Pro forma non-GAAP
adjustments
|
|
—
|
|
(16)
|
|
|
|
|
—
|
|
(82)
|
|
|
|
Fiscal period alignment
adjustment
|
|
—
|
|
(17)
|
|
|
|
|
—
|
|
(10)
|
|
|
|
Divestitures
|
|
1
|
|
—
|
|
|
|
|
(9)
|
|
—
|
|
|
|
Adjusted
revenue/Non-GAAP pro forma adjusted revenue *
|
|
$
1,017
|
|
$
974
|
|
4 %
|
|
|
$
3,056
|
|
$
2,881
|
|
6 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratings
|
Revenue/Pro forma
revenue *
|
|
$
681
|
|
$
1,017
|
|
(33) %
|
|
|
$
2,345
|
|
$
3,107
|
|
(25) %
|
|
|
Adjusted
revenue/Non-GAAP pro forma adjusted revenue *
|
|
$
681
|
|
$
1,017
|
|
(33) %
|
|
|
$
2,345
|
|
$
3,107
|
|
(25) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity
Insights
|
Revenue/Pro forma
revenue *
|
|
$
432
|
|
$
410
|
|
5 %
|
|
|
$
1,336
|
|
$
1,224
|
|
9 %
|
|
Pro forma non-GAAP
adjustments
|
|
—
|
|
4
|
|
|
|
|
—
|
|
12
|
|
|
|
Fiscal period alignment
adjustment
|
|
—
|
|
(1)
|
|
|
|
|
—
|
|
—
|
|
|
|
Divestitures
|
|
—
|
|
—
|
|
|
|
|
(12)
|
|
—
|
|
|
|
Adjusted
revenue/Non-GAAP pro forma adjusted revenue *
|
|
$
432
|
|
$
413
|
|
5 %
|
|
|
$
1,324
|
|
$
1,236
|
|
7 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mobility
|
Revenue/Pro forma
revenue *
|
|
$
346
|
|
$
310
|
|
12 %
|
|
|
$
1,006
|
|
$
895
|
|
12 %
|
|
Pro forma non-GAAP
adjustments
|
|
—
|
|
7
|
|
|
|
|
—
|
|
20
|
|
|
|
Fiscal period alignment
adjustment
|
|
—
|
|
2
|
|
|
|
|
—
|
|
15
|
|
|
|
Adjusted
revenue/Non-GAAP pro forma adjusted revenue *
|
|
$
346
|
|
$
319
|
|
8 %
|
|
|
$
1,006
|
|
$
930
|
|
8 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Indices
|
Revenue/Pro forma
revenue *
|
|
$
334
|
|
$
323
|
|
3 %
|
|
|
$
1,012
|
|
$
923
|
|
10 %
|
|
Divestitures
|
|
—
|
|
—
|
|
|
|
|
(1)
|
|
—
|
|
|
|
Adjusted
revenue/Non-GAAP pro forma adjusted revenue *
|
|
$
334
|
|
$
323
|
|
3 %
|
|
|
$
1,011
|
|
$
923
|
|
9 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Engineering
Solutions
|
Revenue/Pro forma
revenue *
|
|
$
95
|
|
$
101
|
|
(6) %
|
|
|
$
290
|
|
$
278
|
|
4 %
|
|
Pro forma non-GAAP
adjustments
|
|
—
|
|
3
|
|
|
|
|
—
|
|
7
|
|
|
|
Fiscal period alignment
adjustment
|
|
—
|
|
—
|
|
|
|
|
—
|
|
3
|
|
|
|
Adjusted
revenue/Non-GAAP pro forma adjusted revenue *
|
|
$
95
|
|
$
104
|
|
(8) %
|
|
|
$
290
|
|
$
288
|
|
— %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intersegment
Elimination
|
Revenue/Pro forma
revenue *
|
|
$
(43)
|
|
$
(41)
|
|
(6) %
|
|
|
$
(127)
|
|
$
(121)
|
|
(7) %
|
|
Adjusted
revenue/Non-GAAP pro forma adjusted revenue *
|
|
$
(43)
|
|
$
(41)
|
|
(6) %
|
|
|
$
(127)
|
|
$
(121)
|
|
(7) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
SPGI
|
Revenue/Pro forma
revenue *
|
|
$ 2,861
|
|
$ 3,127
|
|
(9) %
|
|
|
$ 8,926
|
|
$ 9,279
|
|
(4) %
|
|
Pro forma non-GAAP
adjustments
|
|
—
|
|
(2)
|
|
|
|
|
—
|
|
(43)
|
|
|
|
Fiscal period alignment
adjustment
|
|
—
|
|
(16)
|
|
|
|
|
—
|
|
8
|
|
|
|
Divestitures
|
|
1
|
|
—
|
|
|
|
|
(22)
|
|
—
|
|
|
|
Adjusted
revenue/Non-GAAP pro forma adjusted revenue *
|
|
$
2,862
|
|
$
3,109
|
|
(8) %
|
|
|
$
8,905
|
|
$
9,244
|
|
(4) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Operating
Profit/Non-GAAP Pro Forma Adjusted Operating
Profit
|
|
(unaudited)
|
|
Three
Months
|
Nine
Months
|
|
|
|
2022
|
|
2021
|
|
%
Change
|
|
|
2022
|
|
2021
|
|
%
Change
|
|
Market
Intelligence
|
Operating profit/Pro
forma operating profit *
|
|
$
174
|
|
$
209
|
|
(17) %
|
|
|
$
2,349
|
|
$
575
|
|
N/M
|
|
Non-GAAP
adjustments/Pro forma non-GAAP adjustments (excludes deal-related
amortization) (a)
|
|
36
|
|
(389)
|
|
|
|
|
(1,697)
|
|
(180)
|
|
|
|
Deal-related
amortization/Pro forma deal-related amortization
|
|
134
|
|
16
|
|
|
|
|
331
|
|
49
|
|
|
|
Fiscal period alignment
adjustment
|
|
—
|
|
469
|
|
|
|
|
—
|
|
454
|
|
|
|
Divestitures
|
|
1
|
|
—
|
|
|
|
|
(7)
|
|
—
|
|
|
|
Adjusted operating
profit/Non-GAAP pro forma adjusted operating profit
*
|
|
$
345
|
|
$
305
|
|
13 %
|
|
|
$
976
|
|
$
898
|
|
9 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratings
|
Operating profit/Pro
forma operating profit *
|
|
$
377
|
|
$
642
|
|
(41) %
|
|
|
$
1,347
|
|
$
2,048
|
|
(34) %
|
|
Non-GAAP
adjustments/Pro forma non-GAAP adjustments (excludes deal-related
amortization) (b)
|
|
2
|
|
—
|
|
|
|
|
14
|
|
1
|
|
|
|
Deal-related
amortization/Pro forma deal-related amortization
|
|
2
|
|
2
|
|
|
|
|
6
|
|
9
|
|
|
|
Adjusted operating
profit/Non-GAAP pro forma adjusted operating profit
*
|
|
$
381
|
|
$
644
|
|
(41) %
|
|
|
$
1,367
|
|
$
2,058
|
|
(34) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity
Insights
|
Operating profit/Pro
forma operating profit *
|
|
$
141
|
|
$
140
|
|
1 %
|
|
|
$
445
|
|
$
421
|
|
6 %
|
|
Non-GAAP
adjustments/Pro forma non-GAAP adjustments (excludes deal-related
amortization) (c)
|
|
25
|
|
40
|
|
|
|
|
70
|
|
123
|
|
|
|
Deal-related
amortization/Pro forma deal-related amortization
|
|
32
|
|
2
|
|
|
|
|
77
|
|
6
|
|
|
|
Fiscal period alignment
adjustment
|
|
—
|
|
(1)
|
|
|
|
|
—
|
|
—
|
|
|
|
Divestitures
|
|
—
|
|
—
|
|
|
|
|
(7)
|
|
—
|
|
|
|
Adjusted operating
profit/Non-GAAP pro forma adjusted operating profit
*
|
|
$
198
|
|
$
181
|
|
9 %
|
|
|
$
586
|
|
$
550
|
|
7 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mobility
|
Operating profit/Pro
forma operating profit *
|
|
$
90
|
|
$
48
|
|
88 %
|
|
|
$
202
|
|
$
108
|
|
87 %
|
|
Non-GAAP
adjustments/Pro forma non-GAAP adjustments (excludes deal-related
amortization) (d)
|
|
(19)
|
|
83
|
|
|
|
|
31
|
|
255
|
|
|
|
Deal-related
amortization/Pro forma deal-related amortization
|
|
76
|
|
—
|
|
|
|
|
177
|
|
—
|
|
|
|
Fiscal period alignment
adjustment
|
|
—
|
|
(2)
|
|
|
|
|
—
|
|
10
|
|
|
|
Adjusted operating
profit/Non-GAAP pro forma adjusted operating profit
*
|
|
$
146
|
|
$
129
|
|
14 %
|
|
|
$
410
|
|
$
373
|
|
10 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Indices
|
Operating profit/Pro
forma operating profit *
|
|
$
239
|
|
$
217
|
|
10 %
|
|
|
$
732
|
|
$
608
|
|
20 %
|
|
Non-GAAP
adjustments/Pro forma non-GAAP adjustments (excludes deal-related
amortization) (e)
|
|
(13)
|
|
6
|
|
|
|
|
(40)
|
|
23
|
|
|
|
Deal-related
amortization/Pro forma deal-related amortization
|
|
9
|
|
1
|
|
|
|
|
22
|
|
4
|
|
|
|
Adjusted operating
profit/Non-GAAP pro forma adjusted operating profit
*
|
|
$
234
|
|
$
224
|
|
5 %
|
|
|
$
712
|
|
$
635
|
|
12 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(unaudited)
|
|
Three
Months
|
Nine
Months
|
|
|
|
2022
|
|
2021
|
|
%
Change
|
|
|
2022
|
|
2021
|
|
%
Change
|
|
Engineering
Solutions
|
Operating profit/Pro
forma operating profit *
|
|
$
1
|
|
$
8
|
|
(88) %
|
|
|
$
8
|
|
$
9
|
|
(11) %
|
|
Non-GAAP
adjustments/Pro forma non-GAAP adjustments (excludes deal-related
amortization) (f)
|
|
2
|
|
14
|
|
|
|
|
12
|
|
42
|
|
|
|
Deal-related
amortization
|
|
14
|
|
—
|
|
|
|
|
33
|
|
—
|
|
|
|
Fiscal period alignment
adjustment
|
|
—
|
|
(2)
|
|
|
|
|
—
|
|
1
|
|
|
|
Adjusted operating
profit/Non-GAAP pro forma adjusted operating profit
*
|
|
$
17
|
|
$
20
|
|
(12) %
|
|
|
$
52
|
|
$
52
|
|
(2) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Segments
|
Operating profit/Pro
forma operating profit *
|
|
$
1,022
|
|
$
1,264
|
|
(19) %
|
|
|
$
5,083
|
|
$
3,769
|
|
35 %
|
|
Non-GAAP
adjustments/Pro forma non-GAAP adjustments (excludes deal-related
amortization)
|
|
33
|
|
(246)
|
|
|
|
|
(1,610)
|
|
264
|
|
|
|
Deal-related
amortization
|
|
267
|
|
21
|
|
|
|
|
646
|
|
68
|
|
|
|
Fiscal period alignment
adjustment
|
|
—
|
|
464
|
|
|
|
|
—
|
|
465
|
|
|
|
Divestitures
|
|
1
|
|
—
|
|
|
|
|
(14)
|
|
—
|
|
|
|
Adjusted operating
profit/Non-GAAP pro forma adjusted operating profit
*
|
|
$
1,322
|
|
$
1,503
|
|
(12) %
|
|
|
$ 4,103
|
|
$
4,566
|
|
(10) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate
Unallocated Expense
|
Operating profit/Pro
forma operating profit *
|
|
$
(175)
|
|
$
(127)
|
|
(38) %
|
|
|
$
(517)
|
|
$
(466)
|
|
(11) %
|
|
Non-GAAP
adjustments/Pro forma non-GAAP adjustments (excludes deal-related
amortization) (g)
|
|
150
|
|
76
|
|
|
|
|
450
|
|
341
|
|
|
|
Deal-related
amortization
|
|
—
|
|
—
|
|
|
|
|
—
|
|
7
|
|
|
|
Fiscal period alignment
adjustment
|
|
—
|
|
15
|
|
|
|
|
—
|
|
3
|
|
|
|
Adjusted operating
profit/Non-GAAP pro forma adjusted operating profit
*
|
|
$
(24)
|
|
$
(36)
|
|
35 %
|
|
|
$
(66)
|
|
$
(115)
|
|
43 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in Income on
Unconsolidated Subsidiaries
|
Operating profit/Pro
forma operating profit *
|
|
$
6
|
|
$
—
|
|
N/M
|
|
|
$
29
|
|
$
(8)
|
|
N/M
|
|
Non-GAAP
adjustments/Pro forma non-GAAP adjustments (excludes deal-related
amortization)
|
|
—
|
|
25
|
|
|
|
|
—
|
|
68
|
|
|
|
Deal-related
amortization
|
|
13
|
|
—
|
|
|
|
|
41
|
|
—
|
|
|
|
Fiscal period alignment
adjustment
|
|
—
|
|
(1)
|
|
|
|
|
—
|
|
8
|
|
|
|
Adjusted operating
profit/Non-GAAP pro forma adjusted operating profit
*
|
|
$
19
|
|
$
24
|
|
(19) %
|
|
|
$
71
|
|
$
68
|
|
4 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
SPGI
|
Operating profit/Pro
forma operating profit *
|
|
$
853
|
|
$
1,137
|
|
(25) %
|
|
|
$
4,594
|
|
$
3,295
|
|
39 %
|
|
Non-GAAP
adjustments/Pro forma non-GAAP adjustments (excludes deal-related
amortization)
(a) (b) (c)(d) (e) (f)
(g)
|
|
184
|
|
(145)
|
|
|
|
|
(1,159)
|
|
673
|
|
|
|
Deal-related
amortization
|
|
280
|
|
21
|
|
|
|
|
687
|
|
75
|
|
|
|
Fiscal period alignment
adjustment
|
|
—
|
|
478
|
|
|
|
|
—
|
|
476
|
|
|
|
Divestitures
|
|
1
|
|
—
|
|
|
|
|
(14)
|
|
—
|
|
|
|
Adjusted operating
profit/Non-GAAP pro forma adjusted operating profit
*
|
|
$
1,318
|
|
$
1,491
|
|
(12) %
|
|
|
$ 4,108
|
|
$
4,519
|
|
(9) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income,
Net/Non-GAAP Pro Forma Adjusted Other Income, Net
|
|
|
|
Three
Months
|
|
|
Nine
Months
|
|
(unaudited)
|
|
2022
|
|
2021
|
|
%
Change
|
|
|
2022
|
|
2021
|
|
%
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income, net/Pro
forma other income, net *
|
|
$
(37)
|
|
$
(22)
|
|
(69) %
|
|
|
$
(83)
|
|
$
(53)
|
|
(57) %
|
|
Fiscal period alignment
adjustment
|
|
—
|
|
—
|
|
|
|
|
—
|
|
(2)
|
|
|
|
Other income,
net/Non-GAAP pro forma adjusted other income, net *
|
|
$
(37)
|
|
$
(22)
|
|
(69) %
|
|
|
$
(83)
|
|
$
(55)
|
|
(51) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Interest
Expense, Net/Non-GAAP Pro Forma Adjusted Interest Expense,
Net
|
|
|
|
Three
Months
|
|
|
Nine
Months
|
|
(unaudited)
|
|
2022
|
|
2021
|
|
%
Change
|
|
|
2022
|
|
2021
|
|
%
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense,
net/Pro forma interest expense, net *
|
|
$
71
|
|
$
58
|
|
22 %
|
|
|
$
283
|
|
$
175
|
|
62 %
|
|
Pro forma non-GAAP
adjustments
|
|
—
|
|
28
|
|
|
|
|
(31)
|
|
86
|
|
|
|
Fiscal period alignment
adjustment
|
|
—
|
|
—
|
|
|
|
|
—
|
|
(1)
|
|
|
|
Adjusted interest
expense, net/Non-GAAP pro forma adjusted interest expense, net
*
|
|
$
71
|
|
$
86
|
|
(17) %
|
|
|
$
252
|
|
$
260
|
|
(2) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Provision
for Income Taxes/Non-GAAP Pro Forma Adjusted Provision for Income
Taxes
|
|
|
|
Three
Months
|
|
|
Nine
Months
|
|
(unaudited)
|
|
2022
|
|
2021
|
|
%
Change
|
|
|
2022
|
|
2021
|
|
%
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income
taxes/Pro forma provision for income taxes *
|
|
$
145
|
|
$
223
|
|
(35) %
|
|
|
$
1,074
|
|
$
642
|
|
67 %
|
|
Pro forma non-GAAP
adjustments (a) (b) (c)(d) (e) (f) (g) (h) (i)
|
|
49
|
|
109
|
|
|
|
|
(426)
|
|
327
|
|
|
|
Deal-related
amortization
|
|
64
|
|
5
|
|
|
|
|
157
|
|
16
|
|
|
|
Fiscal period alignment
adjustment
|
|
—
|
|
(58)
|
|
|
|
|
—
|
|
(36)
|
|
|
|
Divestitures
|
|
—
|
|
—
|
|
|
|
|
(4)
|
|
—
|
|
|
|
Adjusted provision
for income taxes/Non-GAAP pro forma adjusted provision for income
taxes *
|
|
$
259
|
|
$
279
|
|
(7) %
|
|
|
$
802
|
|
$
949
|
|
(16) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Effective
Tax Rate/Pro Forma Non-GAAP Performance Adjusted Effective Tax
Rate
|
|
|
|
Three
Months
|
|
|
Nine
Months
|
|
(unaudited)
|
|
2022
|
|
2021
|
|
%
Change
|
|
|
2022
|
|
2021
|
|
%
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted operating
profit/Non-GAAP pro forma adjusted operating profit *
|
|
$
1,318
|
|
$
1,491
|
|
(12) %
|
|
|
$
4,108
|
|
$
4,519
|
|
(9) %
|
|
Other income,
net/Non-GAAP pro forma adjusted other income, net
*
|
|
(37)
|
|
(22)
|
|
|
|
|
(83)
|
|
(55)
|
|
|
|
Adjusted interest
expense, net/Non-GAAP pro forma adjusted interest expense,
net *
|
|
71
|
|
86
|
|
|
|
|
252
|
|
260
|
|
|
|
Adjusted income
before taxes on income/Non-GAAP pro forma adjusted income before
taxes on income *
|
|
$
1,283
|
|
$
1,427
|
|
(10) %
|
|
|
$
3,938
|
|
$
4,314
|
|
(9) %
|
|
Adjusted provision
for income taxes/Non-GAAP pro forma adjusted provision for income
taxes *
|
|
$ 259
|
|
$ 279
|
|
|
|
|
$ 802
|
|
$ 949
|
|
|
|
Adjusted effective
tax rate/Non-GAAP pro forma adjusted effective tax rate 1
*
|
|
20.2 %
|
|
19.6 %
|
|
|
|
|
20.4 %
|
|
22.0 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
The adjusted effective
tax rate is calculated by dividing provision for income taxes by
the adjusted income before taxes, which includes income from
unconsolidated subsidiaries. The adjusted effective tax rate
excluding income from unconsolidated subsidiaries for the three
months ended September 30, 2022 and 2021 was 20.5% and 19.9%,
respectively. The adjusted effective tax rate excluding income from
unconsolidated subsidiaries for the nine months ended September 30,
2022 and 2021 was 20.7% and 22.4%, respectively.
|
Adjusted Net Income
Attributable to Noncontrolling Interests/Non-GAAP Pro Forma
Adjusted Net Income
Attributable to Noncontrolling Interests
|
|
|
|
Three
Months
|
|
|
Nine
Months
|
|
(unaudited)
|
|
2022
|
|
2021
|
|
%
Change
|
|
|
2022
|
|
2021
|
|
%
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable
to noncontrolling interests/Non-GAAP pro forma adjusted net income
attributable to noncontrolling interests *
|
|
$
70
|
|
$
64
|
|
10 %
|
|
|
$
213
|
|
$
175
|
|
22 %
|
|
Non-GAAP adjustments
(j)
|
|
(14)
|
|
—
|
|
|
|
|
(14)
|
|
—
|
|
|
|
Fiscal period alignment
adjustment
|
|
—
|
|
—
|
|
|
|
|
—
|
|
4
|
|
|
|
Adjusted net income
attributable to noncontrolling interests/Non-GAAP pro forma
adjusted net income attributable to noncontrolling interests
*
|
|
$
56
|
|
$
64
|
|
(13) %
|
|
|
$
199
|
|
$
179
|
|
12 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Pro Forma
Adjusted Net Income attributable to SPGI and Diluted
EPS
|
|
|
|
2022
|
|
|
2021
|
|
|
%
Change
|
|
(unaudited)
|
|
Net Income
attributable to SPGI
|
|
Diluted
EPS
|
|
|
Net Income
attributable to SPGI
|
|
Diluted
EPS
|
|
|
Net Income
attributable to SPGI
|
|
Diluted
EPS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three
Months
|
|
|
|
|
|
|
Reported/Pro forma
*
|
|
$
608
|
|
$ 1.84
|
|
|
$
811
|
|
$ 2.28
|
|
|
(25) %
|
|
(19) %
|
|
Adjusted non-GAAP
adjustments/Pro forma non-GAAP adjustments
|
|
144
|
|
0.44
|
|
|
(282)
|
|
(0.79)
|
|
|
|
|
|
|
Adjusted deal-related
amortization/Pro forma deal-related amortization
|
|
216
|
|
0.65
|
|
|
16
|
|
0.05
|
|
|
|
|
|
|
Fiscal period alignment
adjustment
|
|
—
|
|
—
|
|
|
539
|
|
1.51
|
|
|
|
|
|
|
Divestitures
|
|
1
|
|
—
|
|
|
—
|
|
—
|
|
|
|
|
|
|
Adjusted/Non-GAAP
pro forma adjusted *
|
|
$
968
|
|
$ 2.93
|
|
|
$
1,084
|
|
$ 3.05
|
|
|
(11) %
|
|
(4) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine
Months
|
|
|
|
|
|
|
Reported/Pro forma
*
|
|
$
3,110
|
|
$ 9.14
|
|
|
$
2,350
|
|
$ 6.61
|
|
|
32 %
|
|
38 %
|
|
Adjusted non-GAAP
adjustments/Pro forma non-GAAP adjustments
|
|
(691)
|
|
(2.03)
|
|
|
260
|
|
0.73
|
|
|
|
|
|
|
Adjusted deal-related
amortization/Pro forma deal-related amortization
|
|
530
|
|
1.56
|
|
|
59
|
|
0.17
|
|
|
|
|
|
|
Fiscal period alignment
adjustment
|
|
—
|
|
—
|
|
|
517
|
|
1.45
|
|
|
|
|
|
|
Divestitures
|
|
(10)
|
|
(0.04)
|
|
|
—
|
|
—
|
|
|
|
|
|
|
Adjusted/Non-GAAP
pro forma adjusted *
|
|
$
2,938
|
|
$ 8.63
|
|
|
$
3,186
|
|
$ 8.96
|
|
|
(8) %
|
|
(4) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N/M - Represents a
change equal to or in excess of 100% or not meaningful
|
* - The three months
ended September 30, 2021 and nine months ended
September 30, 2022 and 2021 include non-GAAP pro forma
adjusted measures. For pro forma to Non-GAAP pro forma adjusted
reconciliations refer to Exhibit 99.2 of the current report on Form
8-K furnished on October 27, 2022.
|
Note - Totals presented
may not sum due to rounding.
|
Note - Adjusted
operating profit margin for Market Intelligence, Ratings, Commodity
Insights, Mobility, Indices, and Engineering Solutions was 34%,
56%, 46%, 42%, 70%, and 18% for the three months ended September
30, 2022. Adjusted operating profit margin for the Company was 46%
for the three months ended September 30, 2022. Non-GAAP pro forma
adjusted operating profit margin for Market Intelligence, Ratings,
Commodity Insights, Mobility, Indices, and Engineering Solutions
was 32%, 58%, 44%, 41%, 70%, and 18% for the nine months ended
September 30, 2022. Non-GAAP pro forma adjusted operating profit
margin for the Company was 46% for the nine months ended September
30, 2022. Adjusted operating profit margin is calculated as
adjusted operating profit divided by adjusted revenue. Non-GAAP pro
forma adjusted operating profit margin is calculated as non-GAAP
pro forma adjusted operating profit divided by non-GAAP pro forma
adjusted revenue.
|
|
|
Note - Divestitures
include pro forma adjustments assuming the dispositions required to
obtain regulatory approval to complete the merger took place on
January 1, 2021. S&P Global's divestitures primarily include
CUSIP Global Services, its Leveraged Commentary and Data ("LCD")
business and a related family of leveraged loan indices while IHS
Markit's divestitures include Oil Price Information Services
("OPIS"); Coal, Metals and Mining; and PetroChem Wire businesses
and its base chemicals business.
|
|
|
(a)
|
The three and nine
months ended September 30, 2022 includes loss on dispositions of
$17 million ($13 million after-tax) and gain on dispositions of
$1.8 billion ($1.4 billion after-tax), respectively, employee
severance charges of $13 million ($10 million after-tax) and $44
million ($34 million after-tax), respectively, IHS Markit merger
costs of $6 million ($5 million after-tax) and $21 million ($16
million after-tax), respectively, and acquisition-related costs of
$1 million ($1 million after-tax) and $2 million ($2 million
after-tax), respectively.
|
(b)
|
The three and nine
months ended September 30, 2022 includes employee severance charges
of $2 million ($1 million after-tax) and $14 million ($11 million
after-tax), respectively.
|
(c)
|
The three and nine
months ended September 30, 2022 includes employee severance charges
of $14 million ($11 million after-tax) and $38 million ($29 million
after-tax), respectively, and IHS Markit merger costs of $10
million ($8 million after-tax) and $16 million ($12 million
after-tax), respectively.
|
(d)
|
The three and nine
months ended September 30, 2022 includes an acquisition-related
benefit of $19 million ($19 million after-tax) and $15 million ($16
million after-tax), respectively, and employee severance charges of
$1 million ($1 million after-tax) and $3 million ($2 million
after-tax), respectively. The nine months ended September 30, 2022
includes IHS Markit merger costs of $1 million ($1 million
after-tax).
|
(e)
|
The three and nine
months ended September 30, 2022 includes a gain on disposition of
$14 million ($12 million after-tax) and $52 million ($43 million
after-tax), respectively, employee severance charges of $1 million
and $4 million ($3 million after-tax), respectively, and IHS Markit
merger costs of $1 million ($1 million after-tax).
|
(f)
|
The three and nine
months ended September 30, 2022 includes employee severance charges
of $2 million ($2 million after-tax) and $4 million ($4 million
after-tax), respectively.
|
(g)
|
The three and nine
months ended September 30, 2022 includes IHS Markit merger costs of
$127 million ($95 million after-tax) and $483 million ($384 million
after-tax), respectively, employee severance charges of $23 million
($17 million after-tax) and $87 million ($67 million after-tax),
respectively, an asset impairment of $9 million ($7 million
after-tax), a gain on acquisition of $10 million ($10 million
after-tax), and acquisition-related costs of $1 million ($1 million
after-tax) and $7 million ($3 million after-tax), respectively. The
nine months ended September 30, 2022 includes a S&P Foundation
grant of $200 million ($151 million after-tax), lease impairments
of $5 million ($3 million after-tax) and an asset write-off of $3
million ($3 million after-tax).
|
(h)
|
The three and nine
months ended September 30, 2022 includes a gain on the
extinguishment of debt of $4 million ($3 million after-tax) and
loss on extinguishment of debt of $15 million ($11 million
after-tax).
|
(i)
|
The nine months ended
September 30, 2022 includes tax expense of $157 million associated
with a gain on dispositions and the three and nine months ended
September 30, 2022 tax benefit of $2 million and tax expense of $10
million, respectively, due to annualized effective tax rate
differences for GAAP.
|
(j)
|
The three and nine
months ended September 30, 2022 includes an adjustment related to
the JV Partner's portion of the gain on the disposition of the L100
Index as part of the sale of LCD to Morningstar.
|
Exhibit 6
|
|
S&P Global Revenue
Information Three and nine months ended September 30,
2022 and 2021
(dollars in millions)
|
|
Adjusted
Revenue/Non-GAAP Pro Forma Adjusted Revenue by Type
|
|
|
Three
Months
|
(unaudited)
|
|
Subscription
(a)
|
|
|
Non-subscription /
Transaction (b)
|
|
|
Non-transaction
(c)
|
|
|
|
2022
|
|
2021
|
|
%
Change
|
|
|
2022
|
|
2021
|
|
%
Change
|
|
|
2022
|
|
2021
|
|
%
Change
|
|
Market
Intelligence
|
|
$
862
|
|
$
807
|
|
7 %
|
|
|
$ 40
|
|
$ 37
|
|
9 %
|
|
|
$ —
|
|
$ —
|
|
N/M
|
|
Ratings
|
|
—
|
|
—
|
|
N/M
|
|
|
244
|
|
551
|
|
(56) %
|
|
|
437
|
|
466
|
|
(6) %
|
|
Commodity
Insights
|
|
394
|
|
374
|
|
6 %
|
|
|
21
|
|
22
|
|
(4) %
|
|
|
—
|
|
—
|
|
N/M
|
|
Mobility
|
|
269
|
|
242
|
|
11 %
|
|
|
77
|
|
77
|
|
— %
|
|
|
—
|
|
—
|
|
N/M
|
|
Indices
|
|
69
|
|
63
|
|
10 %
|
|
|
—
|
|
—
|
|
N/M
|
|
|
—
|
|
—
|
|
N/M
|
|
Engineering
Solutions
|
|
89
|
|
88
|
|
3 %
|
|
|
6
|
|
16
|
|
(63) %
|
|
|
—
|
|
—
|
|
N/M
|
|
Intersegment
elimination
|
|
—
|
|
—
|
|
N/M
|
|
|
—
|
|
—
|
|
N/M
|
|
|
(43)
|
|
(41)
|
|
(6) %
|
|
Adjusted
revenue/Non-GAAP pro forma adjusted revenue *
|
|
$
1,683
|
|
$
1,574
|
|
7 %
|
|
|
$
388
|
|
$
703
|
|
(45) %
|
|
|
$
394
|
|
$
425
|
|
(7) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset-linked fees
(d)
|
|
|
Sales usage-based
royalties (e)
|
|
|
Recurring variable
(f)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market
Intelligence
|
|
$
—
|
|
$
—
|
|
N/M
|
|
|
$
—
|
|
$
—
|
|
N/M
|
|
|
$ 115
|
|
$ 130
|
|
(12) %
|
|
Ratings
|
|
—
|
|
—
|
|
N/M
|
|
|
—
|
|
—
|
|
N/M
|
|
|
—
|
|
—
|
|
N/M
|
|
Commodity
Insights
|
|
—
|
|
—
|
|
N/M
|
|
|
17
|
|
17
|
|
(4) %
|
|
|
—
|
|
—
|
|
N/M
|
|
Mobility
|
|
—
|
|
—
|
|
N/M
|
|
|
—
|
|
—
|
|
N/M
|
|
|
—
|
|
—
|
|
N/M
|
|
Indices
|
|
210
|
|
220
|
|
(5) %
|
|
|
55
|
|
40
|
|
37 %
|
|
|
—
|
|
—
|
|
N/M
|
|
Engineering
Solutions
|
|
—
|
|
—
|
|
N/M
|
|
|
—
|
|
—
|
|
N/M
|
|
|
—
|
|
—
|
|
N/M
|
|
Adjusted
revenue/Non-GAAP pro forma adjusted revenue *
|
|
$ 210
|
|
$ 220
|
|
(5) %
|
|
|
$
72
|
|
$
57
|
|
26 %
|
|
|
$ 115
|
|
$ 130
|
|
(12) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine
Months
|
|
|
Subscription
(a)
|
|
|
Non-subscription /
Transaction (b)
|
|
|
Non-transaction
(c)
|
|
|
|
2022
|
|
2021
|
|
%
Change
|
|
|
2022
|
|
2021
|
|
%
Change
|
|
|
2022
|
|
2021
|
|
%
Change
|
|
Market
Intelligence
|
|
$
2,566
|
|
$
2,355
|
|
9 %
|
|
|
$
132
|
|
$
122
|
|
8 %
|
|
|
$ —
|
|
$ —
|
|
N/M
|
|
Ratings
|
|
—
|
|
—
|
|
N/M
|
|
|
992
|
|
1,748
|
|
(43) %
|
|
|
1,353
|
|
1,359
|
|
— %
|
|
Commodity
Insights
|
|
1,165
|
|
1,104
|
|
6 %
|
|
|
109
|
|
83
|
|
33 %
|
|
|
—
|
|
—
|
|
N/M
|
|
Mobility
|
|
785
|
|
708
|
|
11 %
|
|
|
221
|
|
222
|
|
— %
|
|
|
—
|
|
—
|
|
N/M
|
|
Indices
|
|
206
|
|
189
|
|
9 %
|
|
|
—
|
|
—
|
|
N/M
|
|
|
—
|
|
—
|
|
N/M
|
|
Engineering
Solutions
|
|
268
|
|
260
|
|
3 %
|
|
|
22
|
|
28
|
|
(21) %
|
|
|
—
|
|
—
|
|
N/M
|
|
Intersegment
elimination
|
|
—
|
|
—
|
|
N/M
|
|
|
—
|
|
—
|
|
N/M
|
|
|
(127)
|
|
(119)
|
|
(7) %
|
|
Adjusted
revenue/Non-GAAP pro forma adjusted revenue *
|
|
$
4,990
|
|
$
4,616
|
|
8 %
|
|
|
$
1,476
|
|
$
2,203
|
|
(33) %
|
|
|
$
1,226
|
|
$
1,240
|
|
(1) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset-linked fees
(d)
|
|
|
Sales usage-based
royalties (e)
|
|
|
Recurring variable
(f)
|
|
Market
Intelligence
|
|
$
—
|
|
$
—
|
|
N/M
|
|
|
$
—
|
|
$
—
|
|
N/M
|
|
|
$ 358
|
|
$ 404
|
|
(12) %
|
|
Ratings
|
|
—
|
|
—
|
|
N/M
|
|
|
—
|
|
—
|
|
N/M
|
|
|
—
|
|
—
|
|
N/M
|
|
Commodity
Insights
|
|
—
|
|
—
|
|
N/M
|
|
|
50
|
|
49
|
|
2 %
|
|
|
—
|
|
—
|
|
N/M
|
|
Mobility
|
|
—
|
|
—
|
|
N/M
|
|
|
—
|
|
—
|
|
N/M
|
|
|
—
|
|
—
|
|
N/M
|
|
Indices
|
|
642
|
|
618
|
|
4 %
|
|
|
163
|
|
116
|
|
40 %
|
|
|
—
|
|
—
|
|
N/M
|
|
Engineering
Solutions
|
|
—
|
|
—
|
|
N/M
|
|
|
—
|
|
—
|
|
N/M
|
|
|
—
|
|
—
|
|
N/M
|
|
Adjusted
revenue/Non-GAAP pro forma adjusted revenue *
|
|
$ 642
|
|
$ 618
|
|
4 %
|
|
|
$ 213
|
|
$ 165
|
|
29 %
|
|
|
$ 358
|
|
$ 404
|
|
(12) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N/M - Represents a
change equal to or in excess of 100% or not
meaningful
|
* - The three months
ended September 30, 2021 and nine months ended
September 30, 2022 and 2021 include non-GAAP pro forma
adjusted measures. For pro forma to Non-GAAP pro forma adjusted
reconciliations refer to Exhibit 99.2 of the current report on Form
8-K furnished on October 27, 2022.
|
|
|
(a)
|
Subscription revenue is
primarily derived from distribution of data, valuation services,
analytics, third party research, and credit ratings-related
information through both feed and web-based channels, market data
and market insights along with other information products and
software term licenses, and Mobility's core information
products.
|
(b)
|
Non-subscription /
transaction revenue is primarily related to ratings of
publicly-issued debt and bank loan ratings.
|
(c)
|
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 charged to Market Intelligence for the rights to use
and distribute content and data developed by Ratings.
|
(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.
|
(f)
|
Recurring variable
revenue represents revenue from contracts for services that specify
a fee based on, among other factors, the number of trades
processed, assets under management, or the number of positions
valued.
|
Exhibit 7
|
|
S&P Global Non-GAAP Financial
Information Three and nine months ended September 30,
2022 and 2021
(dollars in millions)
|
|
Computation of Free
Cash Flow and Non-GAAP Pro Forma Adjusted Free Cash Flow Excluding
Certain Items
|
|
(unaudited)
|
|
Nine
Months
|
|
|
|
2022
|
|
2021
|
|
Cash provided by
operating activities
|
|
$
1,490
|
|
$
2,658
|
|
Capital
expenditures
|
|
(61)
|
|
(33)
|
|
Distributions to
noncontrolling interest holders
|
|
(197)
|
|
(171)
|
|
Free cash
flow
|
|
$
1,232
|
|
$
2,454
|
|
IHS Markit merger
costs
|
|
550
|
|
125
|
|
Tax on gain from sale
of divestitures
|
|
528
|
|
—
|
|
S&P Global
Foundation grant
|
|
200
|
|
—
|
|
Debt financing
derivative
|
|
85
|
|
—
|
|
IHS Markit free cash
flow prior to acquisition
|
|
(15)
|
|
—
|
|
Russia suspension
costs
|
|
10
|
|
—
|
|
Non-GAAP pro forma
adjusted free cash flow excluding certain items
|
|
$
2,590
|
|
$
2,579
|
|
|
|
|
|
|
|
Adjusted Indices Net
Operating Profit/Non-GAAP Pro Forma Adjusted Indices Net Operating
Profit
|
|
(unaudited)
|
|
Three
Months
|
|
|
Nine
Months
|
|
|
|
2022
|
|
2021
|
|
%
Change
|
|
|
2022
|
|
2021
|
|
%
Change
|
|
Adjusted Indices
operating profit/Non-GAAP pro forma adjusted Indices operating
profit *
|
|
$
234
|
|
$
224
|
|
5 %
|
|
|
$
712
|
|
$
635
|
|
12 %
|
|
Less: adjusted income
attributable to NCI (a)
|
|
50
|
|
58
|
|
|
|
|
181
|
|
161
|
|
|
|
Adjusted Indices
net operating profit/Non-GAAP pro forma adjusted Indices net
operating profit *
|
|
$
184
|
|
$
166
|
|
11 %
|
|
|
$
531
|
|
$
474
|
|
12 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* - The three months
ended September 30, 2021 and nine months ended
September 30, 2022 and 2021 include non-GAAP pro forma
adjusted measures. For pro forma to Non-GAAP pro forma adjusted
reconciliations refer to Exhibit 99.2 of the current report on Form
8-K furnished on October 27, 2022.
|
|
|
(a)
|
The three and nine
months ended September 30, 2022 includes an adjustment related to
the JV Partner's portion of the gain on the disposition of the L100
Index as part of the sale of LCD to Morningstar.
|
|
|
|
Exhibit 8
|
|
S&P Global Non-GAAP Guidance
|
|
Reconciliation of
2022 Non-GAAP Guidance
|
|
(unaudited)
|
|
|
|
|
|
Low
|
|
High
|
|
GAAP Diluted
EPS
|
|
$
9.75
|
|
$
9.90
|
|
Deal-related
amortization
|
|
2.09
|
|
2.09
|
|
IHS Markit merger
costs
|
|
1.63
|
|
1.63
|
|
Foundation
contribution
|
|
0.47
|
|
0.47
|
|
Gain on
dispositions
|
|
(4.42)
|
|
(4.42)
|
|
Tax rate
|
|
1.34
|
|
1.34
|
|
Pro forma adjustment
capturing IHS Markit Jan/Feb results
|
|
0.70
|
|
0.70
|
|
WASO difference
between performance and GAAP
|
|
(0.56)
|
|
(0.56)
|
|
Non-GAAP pro forma
adjusted Diluted EPS
|
|
$
11.00
|
|
$
11.15
|
|
|
|
|
|
|
|
View original
content:https://www.prnewswire.com/news-releases/sp-global-reports-third-quarter-results-301661127.html
SOURCE S&P Global