Condensed Consolidating Financial Statements | Condensed Consolidating Financial Statements On May 26, 2015, we issued $700 million of 4.0% senior notes due in 2025. On August 18, 2015, we issued $2.0 billion of senior notes, consisting of $400 million of 2.5% senior notes due in 2018, $700 million of 3.3% senior notes due in 2020 and $900 million of 4.4% senior notes due in 2026. The senior notes described above are fully and unconditionally guaranteed by Standard & Poor's Financial Services LLC, a 100% owned subsidiary of the Company. The following condensed consolidating financial statements present the results of operations, financial position and cash flows of McGraw Hill Financial, Inc., Standard & Poor's Financial Services LLC, and the Non-Guarantor Subsidiaries of McGraw Hill Financial, Inc. and Standard & Poor's Financial Services LLC, and the eliminations necessary to arrive at the information for the Company on a consolidated basis. Statement of Income Three Months Ended September 30, 2015 (Unaudited) (in millions) McGraw Hill Financial, Inc. Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations McGraw Hill Financial Inc. Consolidated Revenue $ 165 $ 523 $ 665 $ (29 ) $ 1,324 Expenses: Operating-related expenses 20 99 317 (29 ) 407 Selling and general expenses 206 69 195 — 470 Depreciation 9 4 7 — 20 Amortization of intangibles — — 17 — 17 Total expenses 235 172 536 (29 ) 914 Operating (loss) profit (70 ) 351 129 — 410 Interest expense (income), net 32 — (2 ) — 30 Non-operating intercompany transactions 51 48 (99 ) — — (Loss) income from continuing operations before taxes on income (153 ) 303 230 — 380 (Benefit) provision for taxes on income (74 ) 100 73 — 99 Equity in net income of subsidiaries 1,180 206 — (1,386 ) — Net income $ 1,101 $ 409 $ 157 $ (1,386 ) $ 281 Less: net income from continuing operations attributable to noncontrolling interests — — — (29 ) (29 ) Net income attributable to McGraw Hill Financial, Inc. $ 1,101 $ 409 $ 157 $ (1,415 ) $ 252 Comprehensive income $ 1,095 $ 408 $ 123 $ (1,386 ) $ 240 Statement of Income Nine Months Ended September 30, 2015 (Unaudited) (in millions) McGraw Hill Financial, Inc. Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations McGraw Hill Financial Inc. Consolidated Revenue $ 481 $ 1,640 $ 1,902 $ (85 ) $ 3,938 Expenses: Operating-related expenses 64 396 843 (85 ) 1,218 Selling and general expenses 282 243 609 — 1,134 Depreciation 29 14 21 — 64 Amortization of intangibles — — 40 — 40 Total expenses 375 653 1,513 (85 ) 2,456 Other income — — (11 ) — (11 ) Operating profit 106 987 400 — 1,493 Interest expense (income), net 69 — (7 ) — 62 Non-operating intercompany transactions 180 139 (319 ) — — (Loss) income from continuing operations before taxes on income (143 ) 848 726 — 1,431 (Benefit) provision for taxes on income (57 ) 291 205 — 439 Equity in net income of subsidiaries 1,180 205 — (1,385 ) — Net income $ 1,094 $ 762 $ 521 $ (1,385 ) $ 992 Less: net income from continuing operations attributable to noncontrolling interests — — — (83 ) (83 ) Net income attributable to McGraw Hill Financial, Inc. $ 1,094 $ 762 $ 521 $ (1,468 ) $ 909 Comprehensive income $ 1,102 $ 761 $ 480 $ (1,390 ) $ 953 Statement of Income Three Months Ended September 30, 2014 (Unaudited) (in millions) McGraw Hill Financial, Inc. Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations McGraw Hill Financial Inc. Consolidated Revenue $ 149 $ 507 $ 635 $ (28 ) $ 1,263 Expenses: Operating-related expenses 19 142 269 (28 ) 402 Selling and general expenses 147 150 165 — 462 Depreciation 10 4 7 — 21 Amortization of intangibles 1 — 11 — 12 Total expenses 177 296 452 (28 ) 897 Operating (loss) profit (28 ) 211 183 — 366 Interest expense (income), net 15 — (3 ) — 12 Non-operating intercompany transactions 56 13 (69 ) — — (Loss) income from continuing operations before taxes on income (99 ) 198 255 — 354 (Benefit) provision for taxes on income (5 ) 53 91 — 139 Equity in net income of subsidiaries 286 63 — (349 ) — Income from continuing operations 192 208 164 (349 ) 215 Income from discontinued operations, net of tax 2 — — — 2 Net income $ 194 $ 208 $ 164 $ (349 ) $ 217 Less: net income from continuing operations attributable to noncontrolling interests — — — (27 ) (27 ) Net income attributable to McGraw Hill Financial, Inc. $ 194 $ 208 $ 164 $ (376 ) $ 190 Comprehensive income $ 186 $ 208 $ 109 $ (353 ) $ 150 Statement of Income Nine Months Ended September 30, 2014 (Unaudited) (in millions) McGraw Hill Financial, Inc. Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations McGraw Hill Financial Inc. Consolidated Revenue $ 443 $ 1,535 $ 1,869 $ (86 ) $ 3,761 Expenses: Operating-related expenses 59 450 782 (86 ) 1,205 Selling and general expenses 241 394 551 — 1,186 Depreciation 30 13 21 — 64 Amortization of intangibles 2 — 34 — 36 Total expenses 332 857 1,388 (86 ) 2,491 Other loss 3 — 6 — 9 Operating profit 108 678 475 — 1,261 Interest expense (income), net 46 — (6 ) — 40 Non-operating intercompany transactions 130 27 (157 ) — — (Loss) income from continuing operations before taxes on income (68 ) 651 638 — 1,221 Provision for taxes on income 8 225 195 — 428 Equity in net income of subsidiaries 786 186 — (972 ) — Income from continuing operations 710 612 443 (972 ) 793 Income from discontinued operations, net of tax 15 — — — 15 Net income $ 725 $ 612 $ 443 $ (972 ) $ 808 Less: net income from continuing operations attributable to noncontrolling interests — — — (77 ) (77 ) Net income attributable to McGraw Hill Financial, Inc. $ 725 $ 612 $ 443 $ (1,049 ) $ 731 Comprehensive income $ 701 $ 588 $ 415 $ (981 ) $ 723 Balance Sheet September 30, 2015 (in millions) McGraw Hill Financial, Inc. Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations McGraw Hill Financial Inc. Consolidated ASSETS Current assets: Cash and cash equivalents $ 161 $ 1 $ 1,279 $ — $ 1,441 Accounts receivable, net of allowance for doubtful accounts 109 282 595 — 986 Intercompany receivable 313 1,480 1,124 (2,917 ) — Deferred income taxes 72 172 (41 ) — 203 Prepaid and other current assets 93 4 109 — 206 Total current assets 748 1,939 3,066 (2,917 ) 2,836 Property and equipment, net of accumulated depreciation 124 3 110 — 237 Goodwill 15 41 2,903 9 2,968 Other intangible assets, net — — 1,887 (6 ) 1,881 Asset for pension benefits — — 61 — 61 Investments in subsidiaries 4,547 671 7,280 (12,498 ) — Intercompany loans receivable 17 361 1,817 (2,195 ) — Other non-current assets 69 19 92 — 180 Total assets $ 5,520 $ 3,034 $ 17,216 $ (17,607 ) $ 8,163 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 69 $ 42 $ 100 $ — $ 211 Intercompany Payable 1,671 593 568 (2,832 ) — Accrued compensation and contributions to retirement plans 108 73 139 — 320 Income taxes currently payable 16 — 43 — 59 Unearned revenue 269 565 619 — 1,453 Accrued legal and regulatory settlements — 104 — — 104 Other current liabilities 267 (134 ) 225 — 358 Total current liabilities 2,400 1,243 1,694 (2,832 ) 2,505 Long-term debt 3,489 — — — 3,489 Intercompany loans payable 108 (3 ) 2,178 (2,283 ) — Pension and postretirement benefits 218 — 60 — 278 Deferred income taxes (224 ) 51 263 — 90 Other non-current liabilities 217 12 59 (1 ) 287 Total liabilities 6,208 1,303 4,254 (5,116 ) 6,649 Redeemable noncontrolling interest — — — 810 810 Equity: Common stock 412 — 2,321 (2,321 ) 412 Additional paid-in capital (197 ) 1,171 10,156 (10,689 ) 441 Retained income 6,641 560 784 (393 ) 7,592 Accumulated other comprehensive loss (310 ) — (279 ) 36 (553 ) Less: common stock in treasury (7,234 ) — (20 ) 20 (7,234 ) Total equity - controlling interests (688 ) 1,731 12,962 (13,347 ) 658 Total equity - noncontrolling interests — — — 46 46 Total equity (688 ) 1,731 12,962 (13,301 ) 704 Total liabilities and equity $ 5,520 $ 3,034 $ 17,216 $ (17,607 ) $ 8,163 Balance Sheet December 31, 2014 (in millions) McGraw Hill Financial, Inc. Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations McGraw Hill Financial Inc. Consolidated ASSETS Current assets: Cash and cash equivalents $ 1,402 $ — $ 1,095 $ — $ 2,497 Accounts receivable, net of allowance for doubtful accounts 120 293 519 — 932 Intercompany receivable 525 2,125 1,998 (4,648 ) — Deferred income taxes 72 334 (43 ) — 363 Prepaid and other current assets 80 27 67 — 174 Total current assets 2,199 2,779 3,636 (4,648 ) 3,966 Property and equipment, net of accumulated depreciation 111 5 90 — 206 Goodwill 109 41 1,228 9 1,387 Other intangible assets, net 13 — 991 — 1,004 Asset for pension benefits — — 28 — 28 Investments in subsidiaries 1,258 653 7,125 (9,036 ) — Intercompany loans receivable 19 358 1,595 (1,972 ) — Other non-current assets 81 25 74 — 180 Total assets $ 3,790 $ 3,861 $ 14,767 $ (15,647 ) $ 6,771 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 59 $ 45 $ 87 $ — $ 191 Intercompany payable 2,566 617 1,376 (4,559 ) — Accrued compensation and contributions to retirement plans 133 121 156 — 410 Income taxes currently payable 15 1 16 — 32 Unearned revenue 259 585 479 — 1,323 Accrued legal and regulatory settlements — 1,609 — — 1,609 Other current liabilities 194 — 208 — 402 Total current liabilities 3,226 2,978 2,322 (4,559 ) 3,967 Long-term debt 799 — — — 799 Intercompany loans payable 109 — 1,952 (2,061 ) — Pension and postretirement benefits 272 — 61 — 333 Deferred income taxes (245 ) 51 250 — 56 Other non-current liabilities 219 8 40 — 267 Total liabilities 4,380 3,037 4,625 (6,620 ) 5,422 Redeemable noncontrolling interest — — — 810 810 Equity: Common stock 412 — 2,316 (2,316 ) 412 Additional paid-in capital (116 ) 1,153 7,016 (7,560 ) 493 Retained income 6,282 (329 ) 1,053 (60 ) 6,946 Accumulated other comprehensive loss (319 ) — (236 ) 41 (514 ) Less: common stock in treasury (6,849 ) — (7 ) 7 (6,849 ) Total equity - controlling interests (590 ) 824 10,142 (9,888 ) 488 Total equity - noncontrolling interests — — — 51 51 Total equity (590 ) 824 10,142 (9,837 ) 539 Total liabilities and equity $ 3,790 $ 3,861 $ 14,767 $ (15,647 ) $ 6,771 Statement of Cash Flows Nine Months Ended September 30, 2015 (in millions) McGraw Hill Financial, Inc. Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations McGraw Hill Financial Inc. Consolidated Operating Activities: Net income $ 1,094 $ 762 $ 521 $ (1,385 ) $ 992 Adjustments to reconcile income from continuing operations to cash provided by (used for) operating activities from continuing operations: Depreciation 29 14 21 — 64 Amortization of intangibles — — 40 — 40 Provision for losses on accounts receivable — (4 ) 7 — 3 Deferred income taxes (139 ) 161 144 — 166 Stock-based compensation 16 16 23 — 55 Other 107 22 10 — 139 Changes in operating assets and liabilities, net of effect of acquisitions and dispositions: Accounts receivable 10 16 (70 ) — (44 ) Prepaid and current assets (35 ) 22 7 — (6 ) Accounts payable and accrued expenses (100 ) (76 ) (10 ) — (186 ) Unearned revenue 10 (20 ) 28 — 18 Accrued legal and regulatory settlements — (1,624 ) — — (1,624 ) Other current liabilities (19 ) (12 ) (22 ) — (53 ) Net change in prepaid/accrued income taxes 166 — (26 ) — 140 Net change in other assets and liabilities 91 4 (155 ) — (60 ) Cash provided by (used for) operating activities from continuing operations 1,230 (719 ) 518 (1,385 ) (356 ) Investing Activities: Capital expenditures (38 ) (7 ) (29 ) — (74 ) Acquisitions, net of cash acquired (2,241 ) — (152 ) — (2,393 ) Proceeds from dispositions — — 14 — 14 Changes in short-term investments — — (3 ) — (3 ) Cash used for investing activities from continuing operations (2,279 ) (7 ) (170 ) — (2,456 ) Financing Activities: Proceeds from issuance of senior notes, net 2,674 — — — 2,674 Dividends paid to shareholders (274 ) — — — (274 ) Dividends and other payments paid to noncontrolling interests — — (67 ) — (67 ) Contingent consideration payment (5 ) — — — (5 ) Purchase of CRISIL shares — — (16 ) — (16 ) Repurchase of treasury shares (501 ) — — — (501 ) Exercise of stock options 76 — 1 — 77 Excess tax benefits from share-based payments 39 — — — 39 Intercompany financing activities (2,192 ) 727 80 1,385 — Cash (used for) provided by financing activities from continuing operations (183 ) 727 (2 ) 1,385 1,927 Effect of exchange rate changes on cash from continuing operations (9 ) — (33 ) — (42 ) Cash (used for) provided by continuing operations (1,241 ) 1 313 — (927 ) Discontinued Operations: Cash used for operating activities — — (129 ) — (129 ) Cash used for discontinued operations — — (129 ) — (129 ) Net change in cash and cash equivalents (1,241 ) 1 184 — (1,056 ) Cash and cash equivalents at beginning of period 1,402 — 1,095 — 2,497 Cash and cash equivalents at end of period $ 161 $ 1 $ 1,279 $ — $ 1,441 Statement of Cash Flows Nine Months Ended September 30, 2014 (in millions) McGraw Hill Financial, Inc. Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations McGraw Hill Financial Inc. Consolidated Operating Activities: Net income $ 725 $ 612 $ 443 $ (972 ) $ 808 Less: discontinued operations, net 15 — — — 15 Income from continuing operations 710 612 443 (972 ) 793 Adjustments to reconcile income from continuing operations to cash provided by (used for) operating activities from continuing operations: Depreciation 30 13 21 — 64 Amortization of intangibles 2 — 34 — 36 Provision for losses on accounts receivable — (3 ) 8 — 5 Deferred income taxes (18 ) — (15 ) — (33 ) Stock-based compensation 23 23 26 — 72 Other — 85 21 — 106 Changes in operating assets and liabilities, net of effect of acquisitions and dispositions: Accounts receivable 2 67 (57 ) — 12 Prepaid and current assets (30 ) 4 18 — (8 ) Accounts payable and accrued expenses (153 ) (141 ) 83 — (211 ) Unearned revenue (10 ) (14 ) 31 — 7 Other current liabilities 22 (67 ) (20 ) — (65 ) Net change in prepaid/accrued income taxes 99 3 (9 ) — 93 Net change in other assets and liabilities 14 2 (67 ) — (51 ) Cash provided by operating activities from continuing operations 691 584 517 (972 ) 820 Investing Activities: Capital expenditures (12 ) (11 ) (29 ) — (52 ) Acquisitions, net of cash acquired — — (65 ) — (65 ) Proceeds from dispositions 44 — 39 — 83 Changes in short-term investments — — (1 ) — (1 ) Cash provided by (used for) investing activities from continuing operations 32 (11 ) (56 ) — (35 ) Financing Activities: Dividends paid to shareholders (245 ) — — — (245 ) Dividends and other payments paid to noncontrolling interests — — (31 ) — (31 ) Contingent consideration payment — — (11 ) — (11 ) Repurchase of treasury shares (362 ) — — — (362 ) Exercise of stock options 156 — 3 — 159 Excess tax benefits from share-based payments 89 — — — 89 Intercompany financing activities (108 ) (573 ) (291 ) 972 — Cash used for financing activities from continuing operations (470 ) (573 ) (330 ) 972 (401 ) Effect of exchange rate changes on cash from continuing operations (8 ) — (16 ) — (24 ) Cash provided by continuing operations 245 — 115 — 360 Discontinued Operations: Cash provided by operating activities 16 — — — 16 Cash provided by discontinued operations 16 — — — 16 Net change in cash and cash equivalents 261 — 115 — 376 Cash and cash equivalents at beginning of period 685 — 857 — 1,542 Cash and cash equivalents at end of period $ 946 $ — $ 972 $ — $ 1,918 |