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 Year Ended December 31, 2015 (in millions) McGraw Hill Financial, Inc. Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations McGraw Hill Financial Inc. Consolidated Revenue $ 624 $ 2,141 $ 2,663 $ (115 ) $ 5,313 Expenses: Operating-related expenses 73 522 1,192 (115 ) 1,672 Selling and general expenses 248 469 861 — 1,578 Depreciation 40 18 32 — 90 Amortization of intangibles — — 67 — 67 Total expenses 361 1,009 2,152 (115 ) 3,407 Other income — — (11 ) — (11 ) Operating profit 263 1,132 522 — 1,917 Interest expense (income), net 112 — (10 ) — 102 Non-operating intercompany transactions 282 222 (504 ) — — (Loss) income from continuing operations before taxes on income (131 ) 910 1,036 — 1,815 (Benefit) provision for taxes on income (107 ) 358 296 — 547 Equity in net income of subsidiaries 1,473 272 — (1,745 ) — Net income 1,449 824 740 (1,745 ) 1,268 Less: net income from continuing operations attributable to noncontrolling interests — — — (112 ) (112 ) Net income attributable to McGraw Hill Financial, Inc. $ 1,449 $ 824 $ 740 $ (1,857 ) $ 1,156 Comprehensive income $ 1,446 $ 822 $ 655 $ (1,741 ) $ 1,182 Statement of Income Year Ended December 31, 2014 (in millions) McGraw Hill Financial, Inc. Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations McGraw Hill Financial Inc. Consolidated Revenue $ 598 $ 2,043 $ 2,525 $ (115 ) $ 5,051 Expenses: Operating-related expenses 78 389 1,275 (115 ) 1,627 Selling and general expenses 296 2,350 522 — 3,168 Depreciation 41 17 28 — 86 Amortization of intangibles 4 — 44 — 48 Total expenses 419 2,756 1,869 (115 ) 4,929 Other loss 3 — 6 — 9 Operating profit (loss) 176 (713 ) 650 — 113 Interest expense (income), net 66 — (7 ) — 59 Non-operating intercompany transactions 193 38 (231 ) — — (Loss) income from continuing operations before taxes on income (83 ) (751 ) 888 — 54 (Benefit) provision for taxes on income (22 ) 16 251 — 245 Equity in net (loss) income of subsidiaries (443 ) 248 — 195 — (Loss) income from continuing operations (504 ) (519 ) 637 195 (191 ) Discontinued operations, net of tax: Income from discontinued operations 18 — — — 18 Gain on sale of discontinued operations 160 — — — 160 Discontinued operations, net 178 — — — 178 Net (loss) income $ (326 ) $ (519 ) $ 637 $ 195 (13 ) Less: net income from continuing operations attributable to noncontrolling interests — — — (102 ) (102 ) Net (loss) income attributable to McGraw Hill Financial, Inc. $ (326 ) $ (519 ) $ 637 $ 93 $ (115 ) Comprehensive (loss) income $ (495 ) $ (544 ) $ 513 $ 195 $ (331 ) Statement of Income Year Ended December 31, 2013 (in millions) McGraw Hill Financial, Inc. Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations McGraw Hill Financial Inc. Consolidated Revenue $ 570 $ 1,931 $ 2,306 $ (105 ) $ 4,702 Expenses: Operating-related expenses 128 556 985 (105 ) 1,564 Selling and general expenses 338 532 761 — 1,631 Depreciation 40 19 27 — 86 Amortization of intangibles 5 — 46 — 51 Total expenses 511 1,107 1,819 (105 ) 3,332 Other loss (income) 25 3 (16 ) — 12 Operating profit 34 821 503 — 1,358 Interest expense (income), net 65 — (6 ) — 59 Non-operating intercompany transactions 245 66 (311 ) — — Income from continuing operations before taxes on income (276 ) 755 820 — 1,299 (Benefit) provision for taxes on income (121 ) 283 263 — 425 Equity in net income of subsidiaries 1,937 197 — (2,134 ) — Income from continuing operations 1,782 669 557 (2,134 ) 874 Discontinued operations, net of tax: Income (loss) from discontinued operations 82 — (79 ) — 3 Gain (loss) on sale of discontinued operations 644 — (55 ) — 589 Discontinued operations, net 726 — (134 ) — 592 Net income $ 2,508 $ 669 $ 423 $ (2,134 ) $ 1,466 Less: net income from continuing operations attributable to noncontrolling interests — — — (91 ) (91 ) Less: net loss from discontinued operations attributable to noncontrolling interests — — — 1 1 Net income attributable to McGraw Hill Financial, Inc. $ 2,508 $ 669 $ 423 $ (2,224 ) $ 1,376 Comprehensive income $ 2,773 $ 669 $ 452 $ (2,106 ) $ 1,788 Balance Sheet December 31, 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 $ 167 $ — $ 1,314 $ — $ 1,481 Accounts receivable, net of allowance for doubtful accounts 116 319 556 — 991 Intercompany receivable 208 1,872 1,273 (3,353 ) — Deferred income taxes 75 10 24 — 109 Prepaid and other current assets 120 13 80 (1 ) 212 Assets of a business held for sale 4 — 499 — 503 Total current assets 690 2,214 3,746 (3,354 ) 3,296 Property and equipment, net of accumulated depreciation 141 3 126 — 270 Goodwill 17 40 2,816 9 2,882 Other intangible assets, net — — 1,522 — 1,522 Asset for pension benefits — — 36 — 36 Investments in subsidiaries 4,651 659 7,316 (12,626 ) — Intercompany loans receivable 16 368 1,733 (2,117 ) — Other non-current assets 67 19 91 — 177 Total assets $ 5,582 $ 3,303 $ 17,386 $ (18,088 ) $ 8,183 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 71 $ 54 $ 81 $ — $ 206 Intercompany payable 2,144 675 535 (3,354 ) — Accrued compensation and contributions to retirement plans 127 89 167 — 383 Short-term debt 143 — — — 143 Income taxes currently payable 1 — 55 — 56 Unearned revenue 254 586 582 (1 ) 1,421 Accrued legal and regulatory settlements — 115 6 — 121 Other current liabilities 190 (50 ) 232 — 372 Liabilities of a business held for sale 80 — 126 — 206 Total current liabilities 3,010 1,469 1,784 (3,355 ) 2,908 Long-term debt 3,468 — — — 3,468 Intercompany loans payable 21 — 2,096 (2,117 ) — Pension and other postretirement benefits 230 — 46 — 276 Deferred income taxes (246 ) 17 252 — 23 Other non-current liabilities 221 81 43 — 345 Total liabilities 6,704 1,567 4,221 (5,472 ) 7,020 Redeemable noncontrolling interest — — — 920 920 Equity: Common stock 412 — 2,337 (2,337 ) 412 Additional paid-in capital (184 ) 1,179 10,174 (10,694 ) 475 Retained income 6,701 557 987 (609 ) 7,636 Accumulated other comprehensive loss (322 ) — (322 ) 44 (600 ) Less: common stock in treasury (7,729 ) — (12 ) 12 (7,729 ) Total equity - controlling interests (1,122 ) 1,736 13,164 (13,584 ) 194 Total equity - noncontrolling interests — — 1 48 49 Total equity (1,122 ) 1,736 13,165 (13,536 ) 243 Total liabilities and equity $ 5,582 $ 3,303 $ 17,386 $ (18,088 ) $ 8,183 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 60 334 (34 ) — 360 Prepaid and other current assets 79 27 67 — 173 Total current assets 2,186 2,779 3,645 (4,648 ) 3,962 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 20 358 1,594 (1,972 ) — Other non-current assets 71 25 90 — 186 Total assets $ 3,768 $ 3,861 $ 14,791 $ (15,647 ) $ 6,773 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 19 1 34 — 54 Unearned revenue 259 520 475 — 1,254 Accrued legal and regulatory settlements — 1,609 — — 1,609 Other current liabilities 194 — 208 — 402 Total current liabilities 3,230 2,913 2,336 (4,559 ) 3,920 Long-term debt 795 — — — 795 Intercompany loans payable 109 — 1,952 (2,061 ) — Pension and other postretirement benefits 272 — 61 — 333 Deferred income taxes (260 ) 51 249 — 40 Other non-current liabilities 219 73 44 — 336 Total liabilities 4,365 3,037 4,642 (6,620 ) 5,424 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 6,275 (329 ) 1,060 (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 (597 ) 824 10,149 (9,888 ) 488 Total equity - noncontrolling interests — — — 51 51 Total equity (597 ) 824 10,149 (9,837 ) 539 Total liabilities and equity $ 3,768 $ 3,861 $ 14,791 $ (15,647 ) $ 6,773 Statement of Cash Flows Year Ended December 31, 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 $ 1,449 $ 824 $ 740 $ (1,745 ) $ 1,268 Adjustments to reconcile income from continuing operations to cash provided by (used for) operating activities from continuing operations: Depreciation 40 18 32 — 90 Amortization of intangibles — — 67 — 67 Provision for losses on accounts receivable 1 1 6 — 8 Deferred income taxes 33 290 (43 ) — 280 Stock-based compensation 23 24 31 — 78 Accrued legal and regulatory settlements — 110 9 — 119 Other 23 16 7 — 46 Changes in operating assets and liabilities, net of effect of acquisitions and dispositions: Accounts receivable 3 (27 ) (94 ) — (118 ) Prepaid and current assets (13 ) 14 (5 ) — (4 ) Accounts payable and accrued expenses (75 ) (34 ) 17 — (92 ) Unearned revenue (5 ) 66 68 — 129 Accrued legal and regulatory settlement — (1,624 ) — — (1,624 ) Other current liabilities (32 ) (35 ) (11 ) — (78 ) Net change in prepaid/accrued income taxes (54 ) — 115 — 61 Net change in other assets and liabilities 78 8 (121 ) — (35 ) Cash provided by (used for) operating activities from continuing operations 1,471 (349 ) 818 (1,745 ) 195 Investing Activities: Capital expenditures (67 ) (10 ) (62 ) — (139 ) Acquisitions, net of cash acquired (2,243 ) — (153 ) — (2,396 ) Proceeds from dispositions — — 14 — 14 Changes in short-term investments — — (4 ) — (4 ) Cash used for investing activities from continuing operations (2,310 ) (10 ) (205 ) — (2,525 ) Financing Activities: Additions to short-term debt, net 143 — — — 143 Proceeds from issuance of senior notes, net 2,674 — — — 2,674 Dividends paid to shareholders (363 ) — — — (363 ) Dividends and other payments paid to noncontrolling interests — — (104 ) — (104 ) Repurchase of treasury shares (974 ) — — — (974 ) Exercise of stock options 80 — 6 — 86 Contingent payments (5 ) — — — (5 ) Purchase of additional CRISIL shares — — (16 ) — (16 ) Excess tax benefits from share-based payments 69 — — — 69 Intercompany financing activities (2,020 ) 359 (84 ) 1,745 — Cash (used for) provided by financing activities from continuing operations (396 ) 359 (198 ) 1,745 1,510 Effect of exchange rate changes on cash from continuing operations — — (67 ) — (67 ) Cash (used for) provided by continuing operations (1,235 ) — 348 — (887 ) Discontinued Operations: Cash used for operating activities — — (129 ) — (129 ) Cash used for discontinued operations — — (129 ) — (129 ) Net change in cash and cash equivalents (1,235 ) — 219 — (1,016 ) Cash and cash equivalents at beginning of year 1,402 — 1,095 — 2,497 Cash and cash equivalents at end of year $ 167 $ — $ 1,314 $ — $ 1,481 Statement of Cash Flows Year Ended December 31, 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 (loss) income $ (326 ) $ (519 ) $ 637 $ 195 $ (13 ) Less: discontinued operations, net 178 — — — 178 (Loss) income from continuing operations (504 ) (519 ) 637 195 (191 ) Adjustments to reconcile (loss) income from continuing operations to cash (used for) provided by operating activities from continuing operations: Depreciation 41 17 28 — 86 Amortization of intangibles 4 — 44 — 48 Provision for losses on accounts receivable — 5 6 — 11 Deferred income taxes 42 (272 ) (15 ) — (245 ) Stock-based compensation 31 34 35 — 100 Accrued legal and regulatory settlements — 1,587 — — 1,587 Other 21 39 20 — 80 Changes in operating assets and liabilities, net of effect of acquisitions and dispositions: Accounts receivable (11 ) 47 (45 ) — (9 ) Prepaid and current assets (42 ) (17 ) 52 — (7 ) Accounts payable and accrued expenses (83 ) (47 ) — — (130 ) Unearned revenue 8 26 44 — 78 Accrued legal and regulatory settlement — (35 ) — — (35 ) Other current liabilities (51 ) 45 (10 ) — (16 ) Net change in prepaid/accrued income taxes 13 3 (109 ) — (93 ) Net change in other assets and liabilities (131 ) 5 71 — (55 ) Cash (used for) provided by operating activities from continuing operations (662 ) 918 758 195 1,209 Investing Activities: Capital expenditures (26 ) (14 ) (52 ) — (92 ) Acquisitions, net of cash acquired — — (71 ) — (71 ) Proceeds from dispositions 63 — 20 — 83 Changes in short-term investments — — 15 — 15 Cash provided by (used for) investing activities from continuing operations 37 (14 ) (88 ) — (65 ) Financing Activities: Dividends paid to shareholders (326 ) — — — (326 ) Dividends and other payments paid to noncontrolling interests — — (84 ) — (84 ) Repurchase of treasury shares (362 ) — — — (362 ) Exercise of stock options 184 — 9 — 193 Contingent payments — — (11 ) — (11 ) Excess tax benefits from share-based payments 128 — — — 128 Intercompany financing activities 1,377 (904 ) (278 ) (195 ) — Cash provided by (used for) financing activities from continuing operations 1,001 (904 ) (364 ) (195 ) (462 ) Effect of exchange rate changes on cash from continuing operations 3 — (68 ) — (65 ) Cash provided by continuing operations 379 — 238 — 617 Discontinued Operations: Cash provided by operating activities 18 — — — 18 Cash provided by investing activities 320 — — — 320 Cash provided by discontinued operations 338 — — — 338 Net change in cash and cash equivalents 717 — 238 — 955 Cash and cash equivalents at beginning of year 685 — 857 — 1,542 Cash and cash equivalents at end of year $ 1,402 $ — $ 1,095 $ — $ 2,497 Statement of Cash Flows Year Ended December 31, 2013 (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 $ 2,508 $ 669 $ 423 $ (2,134 ) $ 1,466 Less: discontinued operations, net 726 — (134 ) — 592 Income from continuing operations 1,782 669 557 (2,134 ) 874 Adjustments to reconcile income from continuing operations to cash provided by (used for) operating activities from continuing operations: Depreciation 40 19 27 — 86 Amortization of intangibles 5 — 46 — 51 Provision for losses on accounts receivable 1 7 14 — 22 Deferred income taxes 39 — 4 — 43 Stock-based compensation 35 33 28 — 96 Accrued legal and regulatory settlements — — — — — Other 68 10 18 — 96 Changes in operating assets and liabilities, net of effect of acquisitions and dispositions: Accounts receivable (2 ) (4 ) (29 ) — (35 ) Prepaid and current assets (14 ) (7 ) (8 ) — (29 ) Accounts payable and accrued expenses (120 ) 18 8 — (94 ) Unearned revenue 17 43 49 — 109 Other current liabilities (43 ) (24 ) (22 ) — (89 ) Net change in prepaid/accrued income taxes (265 ) (3 ) 30 — (238 ) Net change in other assets and liabilities (190 ) 84 (4 ) — (110 ) Cash provided by operating activities from continuing operations 1,353 845 718 (2,134 ) 782 Investing Activities: Capital expenditures (61 ) (19 ) (37 ) — (117 ) Acquisitions, net of cash acquired — — (47 ) — (47 ) Proceeds from dispositions 35 — 16 — 51 Changes in short-term investments — — (17 ) — (17 ) Cash used for investing activities from continuing operations (26 ) (19 ) (85 ) — (130 ) Financing Activities: Payments on short-term debt (457 ) — — — (457 ) Dividends paid to shareholders (308 ) — — — (308 ) Dividends and other payments paid to noncontrolling interests — — (75 ) — (75 ) Repurchase of treasury shares (978 ) — — — (978 ) Exercise of stock options 254 — 4 — 258 Contingent payments — — (12 ) — (12 ) Purchase of additional CRISIL shares — — (214 ) — (214 ) Excess tax benefits from share-based payments 43 — — — 43 Intercompany financing activities (43 ) (826 ) (1,265 ) 2,134 — Cash used for financing activities from continuing operations (1,489 ) (826 ) (1,562 ) 2,134 (1,743 ) Effect of exchange rate changes on cash from continuing operations 8 — (9 ) — (1 ) Cash used for continuing operations (154 ) — (938 ) — (1,092 ) Discontinued Operations: Cash provided by (used for) operating activities 720 — (951 ) — (231 ) Cash provided by investing activities — — 2,129 — 2,129 Cash used for financing activities — — (25 ) — (25 ) Effect of exchange rate changes on cash — — 1 — 1 Cash provided by discontinued operations 720 — 1,154 — 1,874 Net change in cash and cash equivalents 566 — 216 — 782 Cash and cash equivalents at beginning of year 119 — 641 — 760 Cash and cash equivalents at end of year $ 685 $ — $ 857 $ — $ 1,542 |