Strong execution drives positive
year-over-year reported revenue growth
Accelerating innovation evidenced by two new
commercially available AI-powered Kensho products
Company is providing GAAP guidance and
affirming non-GAAP adjusted revenue growth, operating margin, and
EPS guidance
$500 million ASR
executed, with additional $1 billion
ASR expected to launch in coming weeks
Divestiture of Engineering Solutions expected
to close on May 2, 2023
NEW
YORK, April 27, 2023 /PRNewswire/ -- S&P
Global (NYSE: SPGI) today reported first quarter 2023 results with
reported revenue of $3.16 billion, an
increase of 32% compared to the same period last year, primarily
due to the inclusion of IHS Markit businesses, partially offset by
declines in Ratings revenue. GAAP net income decreased 36% to
$795 million and GAAP diluted
earnings per share decreased 45% to $2.47 primarily due to the gain on sale of CUSIP
in the first quarter of 2022, and the increase in shares
outstanding as a result of the merger with IHS Markit.
Reported revenue increased 3% compared to pro forma revenue from
the first quarter of 2022, or 4% on a constant-currency basis.
Adjusted net income remained relatively unchanged at $1,013 million compared to non-GAAP pro forma
adjusted net income. Adjusted diluted earnings per share increased
9% to $3.15 compared to non-GAAP pro
forma adjusted diluted earnings per share primarily due to an 8%
decrease in pro forma fully diluted shares outstanding. Currency
positively impacted adjusted diluted EPS by $0.03. The largest non-core adjustments to
earnings in the first quarter of 2023 were for integration costs
and lease impairments.
"We continued to invest during the first quarter to meet the
needs of customers while driving our growth and innovation," said
Douglas L. Peterson, President and
Chief Executive Officer of S&P Global. "We have powerful
competitive advantages in differentiated data and proprietary
technology, and we are excited to see new products coming to market
at an accelerated pace, while our broader team continues to execute
and deliver strong financial results."
The Company also released two additional AI-Powered products in
the first quarter - Kensho Classify and Kensho Extract. Both are
commercially available now through the S&P Global
Marketplace.
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 4,300 basis points to 36.2% due to the gain
on the sale of CUSIP in the first quarter of 2022, as well as the
inclusion of IHS Markit, and declines in Ratings revenue. Adjusted
operating profit margin increased 100 basis points to 46.2%
compared to non-GAAP pro forma adjusted operating profit margin
primarily due to revenue growth and merger-related cost
synergies.
Return of Capital: In 2023, through the first
quarter, the Company returned $790
million to shareholders through a combination of
$500 million in the form of an
accelerated share repurchase (ASR) agreement and $290 million in cash dividends. The Company
expects to launch an additional $1
billion ASR in the coming weeks, utilizing proceeds from the
expected divestiture of Engineering Solutions and cash on hand.
Market Intelligence: Reported revenue increased 47%
to $1.07 billion in the first quarter
of 2023 driven primarily by the inclusion of IHS Markit revenue,
and increased 5% compared to pro forma revenue led by growth in
Data & Advisory Solutions, as well as Credit & Risk
Solutions. Reported operating profit decreased to $229 million from the prior year and by
$1.24 billion compared to pro forma
results in the year-ago period, with operating profit margin
decreasing 18,330 basis points to 21.4% due to the inclusion of IHS
Markit, and a gain on the sale of CUSIP in the year-ago period.
Adjusted operating profit increased 16% to $343 million compared to non-GAAP pro forma
adjusted operating profit and adjusted operating profit margin
increased 300 basis points to 32.0% compared to non-GAAP pro forma
adjusted operating profit margin driven by revenue growth,
merger-related cost synergies, and lower occupancy costs, partially
offset by increases in compensation expense, cloud spend, and
T&E expense.
Ratings: Reported revenue decreased 5% to
$824 million in the first quarter of 2023. Transaction revenue
decreased 6% to $379 million compared
to pro forma revenue. Transaction revenue was negatively impacted
by a year-over-year decrease in debt issuance. Non-transaction
revenue decreased 4% to $445
million compared to pro forma revenue 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 7% to $477 million from
prior year and decreased 6% compared to pro forma operating profit.
Operating profit margin decreased 110 basis points to 57.8%
compared to the first quarter of 2022. Adjusted operating profit
decreased 6% to $480 million compared
to non-GAAP pro forma adjusted operating profit, and adjusted
operating profit margin decreased 80 basis points to 58.3% compared
to non-GAAP pro forma adjusted operating profit margin. Lower
margins were driven by decreased revenue and higher compensation
expense, partially offset by lower occupancy costs and outside
services expenses.
Commodity Insights: Reported revenue increased 40%
to $508 million compared to the first
quarter of 2022, primarily driven by the inclusion of IHS Markit,
and increased 9% compared to pro forma revenue driven primarily by
Advisory & Transactional Services, as well as strength in Price
Assessments and Energy & Resources Data & Insights.
Reported operating profit increased 18% to $187 million compared to the prior year and
increased 15% to $187 million
compared to pro forma operating profit while operating profit
margin decreased 680 basis points to 36.7% compared to the prior
year primarily due to the inclusion of IHS Markit. Adjusted
operating profit increased 17% to $234
million compared to non-GAAP pro forma adjusted operating
profit and adjusted operating profit margin increased 310 basis
points to 46.1% compared to non-GAAP pro forma adjusted operating
profit margin. Margins were driven by increased revenue and
merger-related synergies, partially offset by higher event costs
from the annual CERAWeek conference.
Mobility: Reported revenue was $358 million in the first quarter of 2023 and
increased 212% compared to the first quarter of 2022. Reported
revenue increased 10% to $358 million
in the first quarter of 2023 compared to pro forma revenue with
growth driven by continued new business growth in CARFAX, strong
recall activity, and growth within our Planning Solutions products.
Reported operating profit in the first quarter was $64 million and operating profit margin was
18.0%, and increased 19% compared to pro forma operating profit.
Adjusted operating profit increased 14% to $140 million compared to non-GAAP pro forma
adjusted operating profit and adjusted operating profit margin
increased 130 basis points to 39.1% compared to non-GAAP pro forma
adjusted operating profit margin. Revenue growth combined with
lower incentive compensation expense 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 6% to $341
million in the first quarter of 2023, primarily due to the
inclusion of IHS Markit and increased 1% compared to pro forma
revenue driven by strong growth in exchange-traded derivatives,
mostly offset by declines in asset-linked fees.
Reported operating profit increased 6% to $238 million and increased 7% compared to pro
forma operating profit. Operating profit margin increased 30 basis
points to 69.7%. Adjusted operating profit increased 4% to
$245 million compared to non-GAAP pro
forma adjusted operating profit. Adjusted operating profit margin
improved 250 basis points to 71.8% compared to non-GAAP pro forma
adjusted operating profit margin, driven by a 7% year-over-year
decrease in adjusted expenses due to merger-related synergies,
lower bad debt expense, and the timing of discretionary spend,
partially offset by continued strategic investments. Operating
profit attributable to the Company increased 8% to $177 million. Adjusted pro forma operating profit
attributable to the Company increased 5% to $184 million.
Engineering Solutions: Reported revenue was
$100 million in the first quarter of
2023 and increased 202% compared to the first quarter of 2022.
Reported revenue increased 2% compared to pro forma revenue in the
year-ago period, with subscription growth partially offset 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 first quarter was $14
million and operating profit margin was 14.6%. Adjusted
operating profit decreased 10% to $16
million compared to non-GAAP pro forma adjusted operating
profit and adjusted operating profit margin decreased 210 basis
points to 16.2% compared to non-GAAP pro forma adjusted operating
profit margin, with margin declines driven by increased personnel
costs and the timing of royalty expenses.
Update on Timing of Divestiture: As previously announced,
the Company has entered into an agreement with KKR to divest the
Engineering Solutions division. The Company now expects that
divestiture to close on May 2, 2023.
Both GAAP and adjusted financial guidance for 2023 now reflects
that expectation. Original guidance assumed a close date of
June 30, 2023.
Corporate Unallocated Expense: Reported Corporate
Unallocated Expense of $79 million
compares to $512 million of reported
Corporate Unallocated Expense in the prior period, and $178 million of pro forma Corporate Unallocated
Expense. Adjusted Corporate Unallocated Expense was $26 million in the first quarter of 2023 compared
to non-GAAP pro forma adjusted corporate unallocated expense of
$21 million in the first quarter of
2022. Adjusted Corporate Unallocated Expense increased from a year
ago, driven by lower benefit from corporate actions and increased
Kensho investments.
Provision for Income Taxes: The Company's effective
tax rate (excluding taxes in relation to earnings of unconsolidated
subsidiaries) was 18.2% in the first quarter of 2023 compared to
30.5% in the same period last year. This is due to a tax charge on
merger-related divestitures and deal-related deductible costs. The
adjusted effective tax rate (excluding taxes in relation to
earnings of unconsolidated subsidiaries) increased to 21.0%
compared to a non-GAAP pro forma adjusted effective tax rate of
20.1% in the same period last year, as a result of fluctuating
discrete adjustments. The Company's effective tax rate may
fluctuate from quarter to quarter due to the timing of these
discrete tax adjustments.
Balance Sheet and Cash Flow: Cash, cash
equivalents, and restricted cash at the end of the first quarter
were $1.4 billion. In the first three
months of 2023, cash provided by operating activities was
$594 million, cash used for investing
activities was $253 million, and cash
used for financing activities was $230
million. Free cash flow in the first three months of 2023
was $488 million, an increase of
$337 million compared to the
same period in 2022 and non-GAAP pro forma adjusted free cash flow
excluding certain items was $662
million.
Outlook: The Company is introducing GAAP guidance
and updating non-GAAP adjusted guidance for 2023 to reflect the
results of the first quarter, our most recent views on the
macro-economic and geopolitical environment, and the updated timing
of the Engineering Solutions divestiture. 2023 GAAP reported
revenue is expected to increase 10% to 12%, based on 12 months of
contribution from IHS Markit in 2023 versus 10 months of
contribution in 2022. GAAP diluted EPS is expected to be in a range
of $8.65 to $8.85.
The Company is providing non-GAAP adjusted guidance that
excludes merger expenses, and amortization of intangibles related
to acquisitions. Non-GAAP adjusted guidance is provided to reflect
expected financial results for the full year, with growth rate
guidance presented relative to non-GAAP pro forma adjusted measures
for fiscal 2022, assuming the merger with IHS Markit (and
associated divestitures) had closed on January 1, 2021. Revenue is still expected to
increase in the range of 4% to 6% relative to pro forma revenue and
non-GAAP pro forma adjusted revenue in fiscal 2022. Non-GAAP
adjusted diluted EPS is still expected in the range of $12.35 to $12.55.
Non-GAAP adjusted free cash flow excluding certain items is now
expected to be in the range of $4.2
to $4.3 billion, compared to prior
guidance of $4.3 to $4.4 billion. This guidance range has been
reduced by approximately $100
million, primarily reflecting our current estimate of the
net 2023 cash tax impact of the Internal Revenue Code ("IRC")
Section 174 requirement to capitalize research and development
costs.
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 2022, and all other year-to-date periods that
include the three months ended March 31,
2022; 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 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 expense (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
rate and non-GAAP pro forma adjusted effective tax rate; adjusted
diluted EPS and non-GAAP pro forma adjusted diluted EPS; adjusted
net income attributable to SPGI and non-GAAP pro forma adjusted net
income attributable to SPGI; 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 adjusted revenue growth guidance;
non-GAAP adjusted free cash flow excluding certain items guidance;
non-GAAP adjusted diluted EPS guidance. Growth rates presented with
respect to non-GAAP measures for the three months ended
March 31, 2023 are compared to the
corresponding non-GAAP pro forma adjusted measure for the three
months ended March 31, 2022. 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, non-GAAP pro forma adjusted free cash flow excluding
certain items and non-GAAP 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, non-GAAP pro forma adjusted free
cash flow excluding certain items, and non-GAAP 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 first quarter 2023 earnings
results on a conference call scheduled for today, April 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 May 26, 2023. U.S. participants may call (800)
944-1822; international participants may call +1 (203) 369-3872
(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 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 (including slower GDP growth or recession, instability
in the banking sector and inflation), 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 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 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, indices and
other services;
- our ability to attract, incentivize and retain key employees,
especially in a competitive business environment;
- 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 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 each of our business divisions and the products our
business divisions offer, and our compliance therewith;
- the ability of the Company 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 Company's ability to make acquisitions and dispositions and
successfully integrate the businesses we acquire;
- consolidation of the Company's customers, suppliers or
competitors;
- the introduction of competing products or technologies by other
companies;
- the effect of competitive products and pricing, including the
level of success of new product developments and global
expansion;
- the impact of customer cost-cutting pressures;
- a decline in the demand for our products and services by our
customers and other market participants;
- the ability of the Company, and its third-party service
providers, to maintain adequate physical and technological
infrastructure;
- the Company's ability to successfully recover from a disaster
or other business continuity problem, such as an earthquake,
hurricane, flood, civil unrest, protests, military conflict,
terrorist attack, outbreak of pandemic or contagious diseases,
security breach, cyber attack, data breach, power loss,
telecommunications failure or other natural or man-made event;
- the level of merger and acquisition activity in the United States and abroad;
- 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 months ended
March 31, 2023 and 2022
|
(dollars in millions,
except per share data)
|
|
(unaudited)
|
|
2023
|
|
2022
|
|
%
Change
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
3,160
|
|
$
2,389
|
|
32 %
|
|
Expenses
|
|
2,080
|
|
1,844
|
|
13 %
|
|
Gain on
dispositions
|
|
(50)
|
|
(1,344)
|
|
(96) %
|
|
Equity in income on
unconsolidated subsidiaries
|
|
(14)
|
|
(3)
|
|
N/M
|
|
Operating
profit
|
|
1,144
|
|
1,892
|
|
(40) %
|
|
Other expense (income),
net
|
|
11
|
|
(49)
|
|
N/M
|
|
Interest expense,
net
|
|
85
|
|
57
|
|
51 %
|
|
Loss on extinguishment
of debt, net
|
|
—
|
|
17
|
|
N/M
|
|
Income before taxes on
income
|
|
1,048
|
|
1,867
|
|
(44) %
|
|
Provision for taxes on
income
|
|
188
|
|
568
|
|
(67) %
|
|
Net income
|
|
860
|
|
1,299
|
|
(34) %
|
|
Less: net income
attributable to noncontrolling interests
|
|
(65)
|
|
(64)
|
|
(2) %
|
|
Net income
attributable to S&P Global Inc.
|
|
$
795
|
|
$
1,235
|
|
(36) %
|
|
|
|
|
|
|
|
|
|
Earnings per share
attributable to S&P Global Inc. common
shareholders:
|
|
|
|
|
|
|
|
Net income:
|
|
|
|
|
|
|
|
Basic
|
|
$
2.47
|
|
$
4.49
|
|
(45) %
|
|
Diluted
|
|
$
2.47
|
|
$
4.47
|
|
(45) %
|
|
|
|
|
|
|
|
|
|
Weighted-average number
of common shares outstanding:
|
|
|
|
|
|
|
|
Basic
|
|
321.3
|
|
275.2
|
|
|
|
Diluted
|
|
322.1
|
|
276.3
|
|
|
|
|
|
|
|
|
|
|
|
Actual shares
outstanding at period end
|
|
320.8
|
|
339.9
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
|
Exhibit
2
|
|
S&P Global
|
Condensed
Consolidated Balance Sheets
|
March 31, 2023 and
December 31, 2022
|
(dollars in
millions)
|
|
(unaudited)
|
|
March
31,
|
|
|
December
31,
|
|
|
|
2023
|
|
|
2022
|
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
Cash, cash equivalents,
and restricted cash
|
|
$
1,405
|
|
|
$
1,287
|
|
Other current
assets
|
|
3,104
|
|
|
3,082
|
|
Assets of a business
held for sale 1
|
|
1,313
|
|
|
1,298
|
|
Total current
assets
|
|
5,822
|
|
|
5,667
|
|
Property and equipment,
net
|
|
281
|
|
|
297
|
|
Right of use
assets
|
|
422
|
|
|
423
|
|
Goodwill and other
intangible assets, net
|
|
52,985
|
|
|
52,851
|
|
Equity investments in
unconsolidated subsidiaries
|
|
1,750
|
|
|
1,752
|
|
Other non-current
assets
|
|
764
|
|
|
794
|
|
Total
assets
|
|
$
62,024
|
|
|
$
61,784
|
|
|
|
|
|
|
|
|
Liabilities and
Equity:
|
|
|
|
|
|
|
Short-term
debt
|
|
$
936
|
|
|
$
226
|
|
Unearned
revenue
|
|
3,175
|
|
|
3,126
|
|
Other current
liabilities
|
|
2,031
|
|
|
2,413
|
|
Liabilities of a
business held for sale 1
|
|
252
|
|
|
234
|
|
Long-term
debt
|
|
10,727
|
|
|
10,730
|
|
Lease liabilities —
non-current
|
|
566
|
|
|
577
|
|
Deferred tax liability
— non-current
|
|
3,906
|
|
|
4,065
|
|
Pension, other
postretirement benefits and other non-current
liabilities
|
|
659
|
|
|
669
|
|
Total
liabilities
|
|
22,252
|
|
|
22,040
|
|
Redeemable
noncontrolling interest
|
|
3,402
|
|
|
3,267
|
|
Total
equity
|
|
36,370
|
|
|
36,477
|
|
Total liabilities and
equity
|
|
$
62,024
|
|
|
$
61,784
|
|
|
|
|
|
|
|
|
|
1 Includes Engineering
Solutions.
|
Exhibit
3
|
|
S&P Global
|
Condensed
Consolidated Statements of Cash Flows
|
Three months ended
March 31, 2023 and 2022
|
(dollars in
millions)
|
|
|
(unaudited)
|
|
2023
|
|
|
2022
|
|
|
|
|
|
|
|
|
Operating
Activities:
|
|
|
|
|
|
|
Net income
|
|
$
860
|
|
|
$
1,299
|
|
Adjustments to
reconcile net income to cash provided by operating
activities:
|
|
|
|
|
|
|
Depreciation
|
|
25
|
|
|
26
|
|
Amortization of
intangibles
|
|
262
|
|
|
111
|
|
Deferred income
taxes
|
|
(167)
|
|
|
(53)
|
|
Stock-based
compensation
|
|
46
|
|
|
94
|
|
Gain on
dispositions
|
|
(50)
|
|
|
(1,344)
|
|
Loss on extinguishment
of debt, net
|
|
—
|
|
|
17
|
|
Other
|
|
18
|
|
|
17
|
|
Net changes in other
operating assets and liabilities
|
|
(400)
|
|
|
55
|
|
Cash provided by
operating activities
|
|
594
|
|
|
222
|
|
|
|
|
|
|
|
|
Investing
Activities:
|
|
|
|
|
|
|
Capital
expenditures
|
|
(28)
|
|
|
(16)
|
|
Acquisitions, net of
cash acquired
|
|
(272)
|
|
|
295
|
|
Proceeds from
dispositions
|
|
50
|
|
|
2,618
|
|
Changes in short-term
investments
|
|
(3)
|
|
|
4
|
|
Cash (used for)
provided by investing activities
|
|
(253)
|
|
|
2,901
|
|
|
|
|
|
|
|
|
Financing
Activities:
|
|
|
|
|
|
|
Additions to (payments
on) short-term debt, net
|
|
710
|
|
|
(219)
|
|
Proceeds from issuance
of senior notes, net
|
|
—
|
|
|
5,395
|
|
Payments on senior
notes
|
|
—
|
|
|
(3,074)
|
|
Dividends paid to
shareholders
|
|
(290)
|
|
|
(186)
|
|
Distributions to
noncontrolling interest holders, net
|
|
(78)
|
|
|
(55)
|
|
Repurchase of treasury
shares
|
|
(500)
|
|
|
(7,003)
|
|
Exercise of stock
options, employee withholding tax on share-based payments, and
other
|
|
(72)
|
|
|
(63)
|
|
Cash used for
financing activities
|
|
(230)
|
|
|
(5,205)
|
|
Effect of exchange
rate changes on cash
|
|
7
|
|
|
(16)
|
|
Net change in cash,
cash equivalents, and restricted cash
|
|
118
|
|
|
(2,098)
|
|
Cash, cash
equivalents, and restricted cash at beginning of period
|
|
1,287
|
|
|
6,505
|
|
Cash, cash
equivalents, and restricted cash at end of period
|
|
$
1,405
|
|
|
$
4,407
|
|
|
|
|
|
|
|
|
Exhibit
4
|
|
S&P Global
|
Operating Results by
Segment
|
Three months ended
March 31, 2023 and 2022
|
(dollars in
millions)
|
|
(unaudited)
|
|
Revenue
|
|
|
|
2023
|
|
2022
|
|
%
Change
|
|
|
|
|
|
|
|
|
|
Market
Intelligence
|
|
$
1,071
|
|
$
727
|
|
47 %
|
|
Ratings
|
|
824
|
|
868
|
|
(5) %
|
|
Commodity
Insights
|
|
508
|
|
363
|
|
40 %
|
|
Mobility
|
|
358
|
|
115
|
|
N/M
|
|
Indices
|
|
341
|
|
322
|
|
6 %
|
|
Engineering
Solutions
|
|
100
|
|
33
|
|
N/M
|
|
Intersegment
Elimination
|
|
(42)
|
|
(39)
|
|
(9) %
|
|
Total
revenue
|
|
$
3,160
|
|
$
2,389
|
|
32 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
2023
|
|
2022
|
|
%
Change
|
|
|
|
|
|
|
|
|
|
Market Intelligence
(a)
|
|
$
842
|
|
$
(762)
|
|
N/M
|
|
Ratings (b)
|
|
347
|
|
357
|
|
(3) %
|
|
Commodity Insights
(c)
|
|
321
|
|
205
|
|
57 %
|
|
Mobility (d)
|
|
294
|
|
97
|
|
N/M
|
|
Indices (e)
|
|
103
|
|
98
|
|
5 %
|
|
Engineering Solutions
(f)
|
|
86
|
|
32
|
|
N/M
|
|
Corporate Unallocated
expense (g)
|
|
79
|
|
512
|
|
(85) %
|
|
Equity in Income on
Unconsolidated Subsidiaries (h)
|
|
(14)
|
|
(3)
|
|
N/M
|
|
Intersegment
Elimination
|
|
(42)
|
|
(39)
|
|
(9) %
|
|
Total
expenses
|
|
$
2,016
|
|
$
497
|
|
N/M
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Profit
|
|
|
|
|
|
|
|
|
|
|
|
2023
|
|
2022
|
|
%
Change
|
|
Market Intelligence
(a)
|
|
$
229
|
|
$
1,489
|
|
(85) %
|
|
Ratings (b)
|
|
477
|
|
511
|
|
(7) %
|
|
Commodity Insights
(c)
|
|
187
|
|
158
|
|
18 %
|
|
Mobility (d)
|
|
64
|
|
18
|
|
N/M
|
|
Indices (e)
|
|
238
|
|
224
|
|
6 %
|
|
Engineering Solutions
(f)
|
|
14
|
|
1
|
|
N/M
|
|
Total reportable
segments
|
|
1,209
|
|
2,401
|
|
(50) %
|
|
Corporate Unallocated
expense (g)
|
|
(79)
|
|
(512)
|
|
85 %
|
|
Equity in Income on
Unconsolidated Subsidiaries (h)
|
|
14
|
|
3
|
|
N/M
|
|
Total operating
profit
|
|
$
1,144
|
|
$
1,892
|
|
(40) %
|
|
|
|
|
|
|
|
|
|
|
N/M - Represents a
change equal to or in excess of 100% or not meaningful
|
(a)
|
2023 includes a gain on
dispositions of $46 million, IHS Markit merger costs of $13
million, and employee severance charges of $6 million. 2022
includes a gain on disposition of $1.3 billion, employee severance
charges of $18 million, and acquisition-related costs of $2
million. 2023 and 2022 include amortization of intangibles from
acquisitions of $141 million and $64 million,
respectively.
|
(b)
|
2023 and 2022 includes
employee severance charges of $1 million and $5 million,
respectively. 2023 and 2022 include amortization of intangibles
from acquisitions of $2 million.
|
(c)
|
2023 includes IHS
Markit merger costs of $13 million and employee severance charges
of $2 million. 2022 includes employee severance charges of $7
million and acquisition-related costs of $2 million. 2023 and 2022
include amortization of intangibles from acquisitions of $33
million and $13 million, respectively.
|
(d)
|
2023 includes IHS
Markit merger costs of $1 million and acquisition-related costs of
$1 million. 2022 includes acquisition-related costs of $1 million.
2023 and 2022 include amortization of intangibles from acquisitions
of $74 million and $24 million, respectively.
|
(e)
|
2023 includes a gain on
disposition of $4 million, employee severance charges of $1 million
and IHS Markit merger costs of $1 million. 2022 includes employee
severance charges of $2 million. 2023 and 2022 include amortization
of intangibles from acquisitions of $9 million and $4 million,
respectively.
|
(f)
|
2022 includes employee
severance charges of $1 million. 2023 and 2022 include amortization
of intangibles from acquisitions of $2 million and $4 million,
respectively.
|
(g)
|
2023 includes IHS
Markit merger costs of $37 million, disposition-related costs of
$13 million, employee severance charges of $1 million, and
acquisition-related costs of $1 million. 2022 includes IHS Markit
merger costs of $230 million, a S&P Foundation grant of $200
million, employee severance charges of $46 million,
acquisition-related costs of $11 million and lease impairments of
$5 million. 2023 includes amortization of intangibles from
acquisitions of $1 million.
|
(h)
|
2023 and 2022 include
amortization of intangibles from acquisitions of $14
million.
|
Exhibit
5
|
|
S&P Global
|
Operating Results -
Non-GAAP Financial Information
|
Three months ended
March 31, 2023 and 2022
|
(dollars in millions,
except per share amounts)
|
Adjusted Operating
Profit/Non-GAAP Pro Forma Adjusted Operating
Profit
|
|
(unaudited)
|
|
|
2023
|
|
2022
|
|
%
Change
|
|
Market
Intelligence
|
Operating profit/Pro
forma operating profit *
|
|
$
229
|
|
$
1,473
|
|
(84) %
|
|
Non-GAAP
adjustments/Pro forma non-GAAP adjustments (excludes deal-
related amortization) (a)
|
|
(27)
|
|
(1,242)
|
|
|
|
Deal-related
amortization/Pro forma deal-related amortization
|
|
141
|
|
64
|
|
|
|
Adjusted operating
profit/Non-GAAP pro forma adjusted operating
profit *
|
|
$
343
|
|
$
295
|
|
16 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratings
|
Operating profit/Pro
forma operating profit *
|
|
$
477
|
|
$
506
|
|
(6) %
|
|
Non-GAAP
adjustments/Pro forma non-GAAP adjustments (excludes deal-
related amortization) (b)
|
|
1
|
|
5
|
|
|
|
Deal-related
amortization/Pro forma deal-related amortization
|
|
2
|
|
2
|
|
|
|
Adjusted operating
profit/Non-GAAP pro forma adjusted operating
profit *
|
|
$
480
|
|
$
513
|
|
(6) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity
Insights
|
Operating profit/Pro
forma operating profit *
|
|
$
187
|
|
$
163
|
|
15 %
|
|
Non-GAAP
adjustments/Pro forma non-GAAP adjustments (excludes deal-
related amortization) (c)
|
|
14
|
|
24
|
|
|
|
Deal-related
amortization/Pro forma deal-related amortization
|
|
33
|
|
13
|
|
|
|
Adjusted operating
profit/Non-GAAP pro forma adjusted operating
profit *
|
|
$
234
|
|
$
200
|
|
17 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mobility
|
Operating profit/Pro
forma operating profit *
|
|
$
64
|
|
$
54
|
|
19 %
|
|
Non-GAAP
adjustments/Pro forma non-GAAP adjustments (excludes deal-
related amortization) (d)
|
|
2
|
|
44
|
|
|
|
Deal-related
amortization/Pro forma deal-related amortization
|
|
74
|
|
24
|
|
|
|
Adjusted operating
profit/Non-GAAP pro forma adjusted operating
profit *
|
|
$
140
|
|
$
122
|
|
14 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Indices
|
Operating profit/Pro
forma operating profit *
|
|
$
238
|
|
$
223
|
|
7 %
|
|
Non-GAAP
adjustments/Pro forma non-GAAP adjustments (excludes deal-
related amortization) (e)
|
|
(2)
|
|
8
|
|
|
|
Deal-related
amortization/Pro forma deal-related amortization
|
|
9
|
|
4
|
|
|
|
Adjusted operating
profit/Non-GAAP pro forma adjusted operating
profit *
|
|
$
245
|
|
$
235
|
|
4 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Engineering
Solutions
|
Operating profit/Pro
forma operating profit *
|
|
$
14
|
|
$
6
|
|
N/M
|
|
Non-GAAP
adjustments/Pro forma non-GAAP adjustments (excludes deal-
related amortization) (f)
|
|
—
|
|
8
|
|
|
|
Deal-related
amortization
|
|
2
|
|
4
|
|
|
|
Adjusted operating
profit/Non-GAAP pro forma adjusted operating
profit *
|
|
$
16
|
|
$
18
|
|
(10) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Segments
|
Operating profit/Pro
forma operating profit *
|
|
$
1,209
|
|
$
2,425
|
|
(50) %
|
|
Non-GAAP
adjustments/Pro forma non-GAAP adjustments (excludes deal-
related amortization)
|
|
(11)
|
|
(1,153)
|
|
|
|
Deal-related
amortization
|
|
260
|
|
111
|
|
|
|
Adjusted operating
profit/Non-GAAP pro forma adjusted operating
profit *
|
|
$
1,458
|
|
$
1,383
|
|
5 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate
Unallocated
Expense
|
Corporate unallocated
expense /Pro forma corporate unallocated expense *
|
|
$
(79)
|
|
$
(178)
|
|
(56) %
|
|
Non-GAAP
adjustments/Pro forma non-GAAP adjustments (excludes deal-
related amortization) (g)
|
|
52
|
|
157
|
|
|
|
Deal-related
amortization
|
|
1
|
|
—
|
|
|
|
Adjusted corporate
unallocated expense/Non-GAAP pro forma
adjusted unallocated expense *
|
|
$
(26)
|
|
$
(21)
|
|
(21) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in
Income on
Unconsolidated
Subsidiaries
|
Equity in income on
unconsolidated subsidiaries /Pro forma equity in income
on unconsolidated subsidiaries *
|
|
$
14
|
|
$
12
|
|
17 %
|
|
Deal-related
amortization
|
|
14
|
|
14
|
|
|
|
Adjusted equity in
income on unconsolidated subsidiaries/Non-
GAAP pro forma adjusted equity in income on
unconsolidated
subsidiaries*
|
|
$
28
|
|
$
26
|
|
6 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
SPGI
|
Operating profit/Pro
forma operating profit *
|
|
$
1,144
|
|
$
2,259
|
|
(49) %
|
|
Non-GAAP
adjustments/Pro forma non-GAAP adjustments (excludes deal-
related amortization)
(a) (b) (c)(d) (e) (f)
(g)
|
|
41
|
|
(996)
|
|
|
|
Deal-related
amortization
|
|
275
|
|
125
|
|
|
|
Adjusted operating
profit/Non-GAAP pro forma adjusted operating
profit *
|
|
$
1,460
|
|
$
1,388
|
|
5 %
|
|
|
|
|
|
|
|
|
|
|
Other Expense
(Income), Net/Non-GAAP Pro Forma Adjusted Other Expense (Income),
Net
|
|
(unaudited)
|
|
2023
|
|
2022
|
|
%
Change
|
|
|
|
|
|
|
|
|
|
Other expense (income),
net/Pro forma other expense (income), net *
|
|
$
11
|
|
$
(45)
|
|
N/M
|
|
Other expense
(income), net/Non-GAAP pro forma adjusted other expense (income),
net *
|
|
$
11
|
|
$
(45)
|
|
N/M
|
|
|
|
|
|
|
|
|
|
Adjusted Interest
Expense, Net/Non-GAAP Pro Forma Adjusted Interest Expense,
Net
|
|
(unaudited)
|
|
2023
|
|
2022
|
|
%
Change
|
|
|
|
|
|
|
|
|
|
Interest expense,
net/Pro forma interest expense, net *
|
|
$
85
|
|
$
122
|
|
(30) %
|
|
Pro forma non-GAAP
adjustments (h)
|
|
7
|
|
(31)
|
|
|
|
Adjusted interest
expense, net/Non-GAAP pro forma adjusted interest expense, net
*
|
|
$
92
|
|
$
91
|
|
1 %
|
|
|
|
|
|
|
|
|
|
Adjusted Provision
for Income Taxes/Non-GAAP Pro Forma Adjusted Provision for Income
Taxes
|
|
(unaudited)
|
|
2023
|
|
2022
|
|
%
Change
|
|
|
|
|
|
|
|
|
|
Provision for income
taxes/Pro forma provision for income taxes *
|
|
$
188
|
|
$
588
|
|
(68) %
|
|
Pro forma non-GAAP
adjustments (a) (b) (c)(d) (e) (f) (g) (h) (i) (j)
|
|
24
|
|
(351)
|
|
|
|
Deal-related
amortization
|
|
66
|
|
27
|
|
|
|
Adjusted provision
for income taxes/Non-GAAP pro forma adjusted provision
for
income taxes *
|
|
$
279
|
|
$
264
|
|
6 %
|
|
|
|
|
|
|
|
|
|
Adjusted Effective
Tax Rate/Non-GAAP Pro Forma Adjusted Effective Tax
Rate
|
|
(unaudited)
|
|
2023
|
|
2022
|
|
%
Change
|
|
|
|
|
|
|
|
|
|
Adjusted operating
profit/Non-GAAP pro forma adjusted operating profit *
|
|
$
1,460
|
|
$
1,388
|
|
5 %
|
|
Other expense (income),
net/Non-GAAP pro forma adjusted other expense (income), net
*
|
|
11
|
|
(45)
|
|
|
|
Adjusted interest
expense, net/Non-GAAP pro forma adjusted interest expense,
net *
|
|
92
|
|
91
|
|
|
|
Adjusted income
before taxes on income/Non-GAAP pro forma adjusted income
before taxes on income *
|
|
$
1,357
|
|
$
1,342
|
|
1 %
|
|
Adjusted provision
for income taxes/Non-GAAP pro forma adjusted provision for
income taxes *
|
|
$ 279
|
|
$ 264
|
|
|
|
Adjusted effective
tax rate/Non-GAAP pro forma adjusted effective tax rate 1
*
|
|
20.5 %
|
|
19.7 %
|
|
|
|
|
|
|
|
|
|
|
|
|
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 in the first
quarter of 2023 and 2022 was 21.0% and 20.1%,
respectively.
|
Adjusted Net Income
attributable to SPGI and Diluted EPS /Non-GAAP Pro Forma
Adjusted Net Income attributable
to SPGI and Diluted EPS
|
|
|
|
2023
|
|
|
2022
|
|
|
%
Change
|
|
(unaudited)
|
|
Net Income
attributable
to SPGI
|
|
Diluted
EPS
|
|
|
Net Income
attributable
to SPGI
|
|
Diluted
EPS
|
|
|
Net Income
attributable
to SPGI
|
|
Diluted
EPS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported/Pro forma
*
|
|
$
795
|
|
$ 2.47
|
|
|
$
1,530
|
|
$ 4.36
|
|
|
(48) %
|
|
(43) %
|
|
Adjusted non-GAAP
adjustments/Pro forma non-
GAAP adjustments
|
|
9
|
|
0.03
|
|
|
(614)
|
|
(1.75)
|
|
|
|
|
|
|
Adjusted deal-related
amortization/Pro forma deal-
related amortization
|
|
209
|
|
0.65
|
|
|
98
|
|
0.28
|
|
|
|
|
|
|
Adjusted/Non-GAAP
pro forma adjusted *
|
|
$
1,013
|
|
$ 3.15
|
|
|
$
1,014
|
|
$ 2.89
|
|
|
— %
|
|
9 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N/M - Represents a
change equal to or in excess of 100% or not meaningful
|
* - The three months
ended March 31, 2022 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 April 27, 2023.
|
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 32%,
58%, 46%, 39%, 72%, and 16% for the three months ended
March 31, 2023. Adjusted operating profit margin for the
Company was 46% for the three months ended March 31, 2023.
Adjusted operating profit margin is calculated as adjusted
operating profit divided by adjusted revenue.
|
(a)
|
2023 includes a gain on
dispositions of $46 million ($34 million after-tax), IHS Markit
merger costs of $13 million ($10 million after-tax), and employee
severance charges of $6 million ($4 million after-tax). 2022
includes a gain on disposition of $1.3 billion ($1 billion
after-tax), employee severance charges of $18 million ($14 million
after-tax) and acquisition-related costs of $2 million ($2 million
after-tax).
|
(b)
|
2023 and 2022 includes
employee severance charges of $1 million ($1 million after-tax) and
$5 million ($4 million after-tax), respectively.
|
(c)
|
2023 includes IHS
Markit merger costs of $13 million ($9 million after-tax) and
employee severance charges of $2 million ($1 million after-tax).
2022 includes employee severance charges of $7 million ($5 million
after-tax) and acquisition-related costs of $2 million ($2 million
after-tax).
|
(d)
|
2023 includes IHS
Markit merger costs of $1 million (less than $1 million after-tax)
and acquisition-related costs of $1 million ($1 million after-tax).
2022 includes acquisition-related costs of $1 million ($1 million
after-tax).
|
(e)
|
2023 includes a gain on
disposition of $4 million ($3 million after-tax), employee
severance charges of $1 million ($1 million after-tax), and IHS
Markit merger costs of $1 million ($1 million after-tax). 2022
includes employee severance charges of $2 million ($2 million
after-tax).
|
(f)
|
2022 includes employee
severance charges of $1 million ($1 million after-tax).
|
(g)
|
2023 includes IHS
Markit merger costs of $37 million ($28 million after-tax),
disposition-related costs of $13 million ($10 million after-tax),
employee severance charges of $1 million ($1 million after-tax) and
acquisition-related costs of $1 million ($1 million after-tax).
2022 includes IHS Markit merger costs of $230 million ($190 million
after-tax), a S&P Foundation grant of $200 million ($151
million after-tax), employee severance charges of $46 million ($35
million after-tax), acquisition-related costs of $11 million ($8
million after-tax) and lease impairments of $5 million ($4 million
after-tax).
|
(h)
|
2023 includes a premium
amortization benefit of $7 million ($5 million
after-tax).
|
(i)
|
2022 includes a loss on
the extinguishment of debt of $17 million ($13 million
after-tax).
|
(j)
|
2023 includes a tax
benefit of $16 million associated with a disposition. 2022 includes
tax expense of $108 million associated with a gain on disposition
and tax expense of $8 million due to annualized effective tax rate
differences for GAAP.
|
Exhibit
6
|
|
S&P Global
|
Revenue
Information
|
Three months ended
March 31, 2023 and 2022
|
(dollars in
millions)
|
|
Revenue/Pro Forma
Revenue
|
|
(unaudited)
|
|
|
2023
|
|
2022
|
|
%
Change
|
|
|
|
|
|
|
|
|
|
|
Market
Intelligence
|
Revenue/Pro forma
revenue *
|
|
$
1,071
|
|
$
1,019
|
|
5 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratings
|
Revenue/Pro forma
revenue *
|
|
$
824
|
|
$
868
|
|
(5) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity
Insights
|
Revenue/Pro forma
revenue *
|
|
$
508
|
|
$
466
|
|
9 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mobility
|
Revenue/Pro forma
revenue *
|
|
$
358
|
|
$
324
|
|
10 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Indices
|
Revenue/Pro forma
revenue *
|
|
$
341
|
|
$
339
|
|
1 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Engineering
Solutions
|
Revenue/Pro forma
revenue *
|
|
$
100
|
|
$
98
|
|
2 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intersegment
Elimination
|
Revenue/Pro forma
revenue *
|
|
$
(42)
|
|
$
(42)
|
|
(2) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
SPGI
|
Revenue/Pro forma
revenue *
|
|
$
3,160
|
|
$
3,072
|
|
3 %
|
|
|
|
|
|
|
|
|
|
|
Revenue/Pro Forma
Revenue by Type
|
|
(unaudited)
|
|
Subscription
(a)
|
|
|
Non-subscription
/
Transaction (b)
|
|
|
Non-transaction
(c)
|
|
|
|
2023
|
|
2022
|
|
%
Change
|
|
|
2023
|
|
2022
|
|
%
Change
|
|
|
2023
|
|
2022
|
|
%
Change
|
|
Market
Intelligence
|
|
$ 890
|
|
$ 849
|
|
5 %
|
|
|
$ 56
|
|
$ 49
|
|
14 %
|
|
|
$ —
|
|
$ —
|
|
N/M
|
|
Ratings
|
|
—
|
|
—
|
|
N/M
|
|
|
379
|
|
404
|
|
(6) %
|
|
|
445
|
|
464
|
|
(4) %
|
|
Commodity
Insights
|
|
409
|
|
384
|
|
6 %
|
|
|
80
|
|
62
|
|
29 %
|
|
|
—
|
|
—
|
|
N/M
|
|
Mobility
|
|
281
|
|
253
|
|
11 %
|
|
|
77
|
|
71
|
|
8 %
|
|
|
—
|
|
—
|
|
N/M
|
|
Indices
|
|
66
|
|
66
|
|
— %
|
|
|
—
|
|
—
|
|
N/M
|
|
|
—
|
|
—
|
|
N/M
|
|
Engineering
Solutions
|
|
94
|
|
89
|
|
6 %
|
|
|
6
|
|
9
|
|
(34) %
|
|
|
—
|
|
—
|
|
N/M
|
|
Intersegment
elimination
|
|
—
|
|
—
|
|
N/M
|
|
|
—
|
|
—
|
|
N/M
|
|
|
(42)
|
|
(42)
|
|
(2) %
|
|
Revenue/Pro forma
revenue *
|
|
$
1,740
|
|
$
1,641
|
|
6 %
|
|
|
$ 598
|
|
$ 595
|
|
— %
|
|
|
$ 403
|
|
$ 423
|
|
(5) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset-linked fees
(d)
|
|
|
Sales
usage-based
royalties
(e)
|
|
|
Recurring variable
(f)
|
|
|
|
2023
|
|
2022
|
|
%
Change
|
|
|
2023
|
|
2022
|
|
%
Change
|
|
|
2023
|
|
2022
|
|
%
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market
Intelligence
|
|
$ —
|
|
$ —
|
|
N/M
|
|
|
$ —
|
|
$ —
|
|
N/M
|
|
|
$ 125
|
|
$ 121
|
|
3 %
|
|
Ratings
|
|
—
|
|
—
|
|
N/M
|
|
|
—
|
|
—
|
|
N/M
|
|
|
—
|
|
—
|
|
N/M
|
|
Commodity
Insights
|
|
—
|
|
—
|
|
N/M
|
|
|
19
|
|
19
|
|
— %
|
|
|
—
|
|
—
|
|
N/M
|
|
Mobility
|
|
—
|
|
—
|
|
N/M
|
|
|
—
|
|
—
|
|
N/M
|
|
|
—
|
|
—
|
|
N/M
|
|
Indices
|
|
210
|
|
222
|
|
(6) %
|
|
|
65
|
|
50
|
|
30 %
|
|
|
—
|
|
—
|
|
N/M
|
|
Engineering
Solutions
|
|
—
|
|
—
|
|
N/M
|
|
|
—
|
|
—
|
|
N/M
|
|
|
—
|
|
—
|
|
N/M
|
|
Revenue/Pro forma
revenue *
|
|
$ 210
|
|
$ 222
|
|
(6) %
|
|
|
$ 84
|
|
$ 69
|
|
22 %
|
|
|
$ 125
|
|
$ 121
|
|
3 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N/M - Represents a
change equal to or in excess of 100% or not
meaningful
|
Note - Totals presented
may not sum due to rounding.
|
* - The three months
ended March 31, 2022 include pro forma measures.
|
(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 months ended
March 31, 2023 and 2022
|
(dollars in
millions)
|
|
Computation of Free Cash Flow and
Non-GAAP Pro Forma Adjusted Free Cash Flow Excluding Certain
Items
|
|
(unaudited)
|
|
2023
|
|
2022
|
|
Cash provided by
operating activities
|
|
$
594
|
|
$
222
|
|
Capital
expenditures
|
|
(28)
|
|
(16)
|
|
Distributions to
noncontrolling interest holders, net
|
|
(78)
|
|
(55)
|
|
Free cash
flow
|
|
$
488
|
|
$
151
|
|
IHS Markit merger
costs
|
|
174
|
|
275
|
|
S&P Foundation
grant
|
|
—
|
|
200
|
|
Debt financing
derivative
|
|
—
|
|
85
|
|
IHS Markit operating
cash outflow prior to acquisition
|
|
—
|
|
(15)
|
|
Russia suspension
costs
|
|
—
|
|
5
|
|
Non-GAAP pro forma
adjusted free cash flow excluding certain items
|
|
$
662
|
|
$
701
|
|
|
|
|
|
|
|
Adjusted Indices Net
Operating Profit/Non-GAAP Pro Forma Adjusted Indices Net Operating
Profit
|
|
(unaudited)
|
|
2023
|
|
2022
|
|
%
Change
|
|
Adjusted Indices
operating profit/Non-GAAP pro forma adjusted Indices
operating profit *
|
|
$
245
|
|
$
235
|
|
4 %
|
|
Less: adjusted income
attributable to NCI
|
|
61
|
|
59
|
|
|
|
Adjusted Indices
net operating profit/Non-GAAP pro forma
adjusted Indices net operating profit *
|
|
$
184
|
|
$
176
|
|
5 %
|
|
|
|
|
|
|
|
|
|
* - The three months
ended March 31, 2022 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 April 27, 2023.
|
Exhibit
8
|
|
S&P Global
|
Non-GAAP
Guidance
|
|
Reconciliation of
2023 Non-GAAP Guidance
|
|
(unaudited)
|
|
|
|
|
|
Low
|
|
High
|
|
GAAP Diluted
EPS
|
|
$
8.65
|
|
$
8.85
|
|
Deal-related
amortization
|
|
2.64
|
|
2.64
|
|
IHS Markit merger
costs
|
|
0.69
|
|
0.69
|
|
Loss on
dispositions
|
|
0.18
|
|
0.18
|
|
Tax rate
|
|
0.19
|
|
0.19
|
|
Non-GAAP adjusted
diluted EPS
|
|
$
12.35
|
|
$
12.55
|
|
|
|
|
|
|
|
View original
content:https://www.prnewswire.com/news-releases/sp-global-reports-first-quarter-results-301809537.html
SOURCE S&P Global