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 March 31, 2016 (Unaudited) (in millions) McGraw Hill Financial, Inc. Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations McGraw Hill Financial Inc. Consolidated Revenue $ 171 $ 342 $ 859 $ (31 ) $ 1,341 Expenses: Operating-related expenses 26 139 323 (31 ) 457 Selling and general expenses 17 35 278 — 330 Depreciation 9 2 7 — 18 Amortization of intangibles — — 24 — 24 Total expenses 52 176 632 (31 ) 829 Operating profit 119 166 227 — 512 Interest expense (income), net 42 — (2 ) — 40 Non-operating intercompany transactions 74 (5 ) (497 ) 428 — Income before taxes on income 3 171 726 (428 ) 472 Provision for taxes on income — 57 92 — 149 Equity in net income of subsidiaries 791 71 — (862 ) — Net income $ 794 $ 185 $ 634 $ (1,290 ) $ 323 Less: net income attributable to noncontrolling interests — — — (29 ) (29 ) Net income attributable to McGraw Hill Financial, Inc. $ 794 $ 185 $ 634 $ (1,319 ) $ 294 Comprehensive income $ 802 $ 185 $ 646 $ (1,290 ) $ 343 Statement of Income Three Months Ended March 31, 2015 (Unaudited) (in millions) McGraw Hill Financial, Inc. Standard & Poor's Financial Services LLC Non-Guarantor Subsidiaries Eliminations McGraw Hill Financial Inc. Consolidated Revenue $ 156 $ 543 $ 601 $ (27 ) $ 1,273 Expenses: Operating-related expenses 31 192 214 (27 ) 410 Selling and general expenses 66 25 238 — 329 Depreciation 10 5 7 — 22 Amortization of intangibles 1 — 10 — 11 Total expenses 108 222 469 (27 ) 772 Operating profit 48 321 132 — 501 Interest expense (income), net 17 — (1 ) — 16 Non-operating intercompany transactions 58 32 (98 ) 8 — (Loss) income before taxes on income (27 ) 289 231 (8 ) 485 Provision for taxes on income 4 87 65 — 156 Equity in net income of subsidiaries 408 67 — (475 ) — Net Income 377 269 166 (483 ) 329 Less: net income attributable to noncontrolling interests — — — (26 ) (26 ) Net income attributable to McGraw Hill Financial, Inc. $ 377 $ 269 $ 166 $ (509 ) $ 303 Comprehensive income $ 373 $ 269 $ 94 $ (486 ) $ 250 Balance Sheet March 31, 2016 (Unaudited) (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 $ 171 $ — $ 1,429 $ — $ 1,600 Accounts receivable, net of allowance for doubtful accounts 122 166 690 — 978 Intercompany receivable 206 1,782 1,727 (3,715 ) — Deferred income taxes 74 10 26 — 110 Prepaid and other current assets 69 16 104 — 189 Assets of businesses held for sale 16 — 555 — 571 Total current assets 658 1,974 4,531 (3,715 ) 3,448 Property and equipment, net of accumulated depreciation 127 1 123 — 251 Goodwill 17 — 2,843 9 2,869 Other intangible assets, net — — 1,487 1 1,488 Investments in subsidiaries 4,990 671 7,265 (12,926 ) — Intercompany loans receivable 17 371 1,745 (2,133 ) — Other non-current assets 68 19 118 — 205 Total assets $ 5,877 $ 3,036 $ 18,112 $ (18,764 ) $ 8,261 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 59 $ 23 $ 86 $ — $ 168 Intercompany payable 2,191 646 878 (3,715 ) — Accrued compensation and contributions to retirement plans 88 10 95 — 193 Short-term debt 472 — — — 472 Unearned revenue 269 212 977 — 1,458 Other current liabilities 202 (40 ) 326 — 488 Liabilities of businesses held for sale 82 — 121 — 203 Total current liabilities 3,363 851 2,483 (3,715 ) 2,982 Long-term debt 3,469 — — — 3,469 Intercompany loans payable 20 — 2,112 (2,132 ) — Pension and postretirement benefits 218 — 49 — 267 Other non-current liabilities (25 ) 86 292 — 353 Total liabilities 7,045 937 4,936 (5,847 ) 7,071 Redeemable noncontrolling interest 920 920 Equity: Common stock 412 — 2,336 (2,336 ) 412 Additional paid-in capital (240 ) 126 11,174 (10,638 ) 422 Retained income 6,844 1,973 (12 ) (967 ) 7,838 Accumulated other comprehensive loss (314 ) — (311 ) 45 (580 ) Less: common stock in treasury (7,870 ) — (12 ) 12 (7,870 ) Total equity - controlling interests (1,168 ) 2,099 13,175 (13,884 ) 222 Total equity - noncontrolling interests — — 1 47 48 Total equity (1,168 ) 2,099 13,176 (13,837 ) 270 Total liabilities and equity $ 5,877 $ 3,036 $ 18,112 $ (18,764 ) $ 8,261 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 businesses 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 Investments in subsidiaries 4,651 659 7,316 (12,626 ) — Intercompany loans receivable 16 368 1,733 (2,117 ) — Other non-current assets 67 19 127 — 213 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 Unearned revenue 254 586 582 (1 ) 1,421 Other current liabilities 191 65 293 — 549 Liabilities of businesses 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 postretirement benefits 230 — 46 — 276 Other non-current liabilities (25 ) 98 295 — 368 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 Statement of Cash Flows Three Months Ended March 31, 2016 (Unaudited) (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 $ 794 $ 185 $ 634 $ (1,290 ) $ 323 Adjustments to reconcile income from continuing operations to cash provided by (used for) operating activities from continuing operations: Depreciation 9 2 7 — 18 Amortization of intangibles — — 24 — 24 Provision for losses on accounts receivable — 1 2 — 3 Deferred income taxes (1 ) — — — (1 ) Stock-based compensation 4 3 7 — 14 Other 3 3 25 — 31 Changes in operating assets and liabilities, net of effect of acquisitions and dispositions: Accounts receivable (7 ) 153 (153 ) — (7 ) Prepaid and current assets (2 ) (3 ) (14 ) — (19 ) Accounts payable and accrued expenses (89 ) (89 ) (96 ) — (274 ) Unearned revenue 15 (374 ) 398 — 39 Accrued legal and regulatory settlements — (108 ) — — (108 ) Other current liabilities (12 ) (19 ) 53 — 22 Net change in prepaid/accrued income taxes 98 — 1 — 99 Net change in other assets and liabilities (17 ) 30 (44 ) — (31 ) Cash provided by (used for) operating activities from continuing operations 795 (216 ) 844 (1,290 ) 133 Investing Activities: Capital expenditures (4 ) (4 ) (8 ) — (16 ) Acquisitions, net of cash acquired — — (7 ) — (7 ) Changes in short-term investments — — (1 ) — (1 ) Cash used for investing activities from continuing operations (4 ) (4 ) (16 ) — (24 ) Financing Activities: Additions to short-term debt, net 329 — — — 329 Dividends paid to shareholders (96 ) — — — (96 ) Dividends and other payments paid to noncontrolling interests — — (33 ) — (33 ) Repurchase of treasury shares (226 ) — — — (226 ) Exercise of stock options 31 — — — 31 Excess tax benefits from share-based payments 6 — — — 6 Intercompany financing activities (838 ) 220 (672 ) 1,290 — Cash (used for) provided by financing activities from continuing operations (794 ) 220 (705 ) 1,290 11 Effect of exchange rate changes on cash from continuing operations 7 — (8 ) — (1 ) Net change in cash and cash equivalents 4 — 115 — 119 Cash and cash equivalents at beginning of period 167 — 1,314 — 1,481 Cash and cash equivalents at end of period $ 171 $ — $ 1,429 $ — $ 1,600 Statement of Cash Flows Three Months Ended March 31, 2015 (Unaudited) (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 $ 377 $ 269 $ 166 $ (483 ) $ 329 Adjustments to reconcile income net income to cash provided by (used for) operating activities from continuing operations: Depreciation 10 5 7 — 22 Amortization of intangibles 1 — 10 — 11 Provision for losses on accounts receivable — (3 ) 3 — — Deferred income taxes 61 — — — 61 Stock-based compensation 5 5 8 — 18 Other 3 23 7 — 33 Changes in operating assets and liabilities, net of effect of acquisitions and dispositions: Accounts receivable 11 (22 ) (58 ) — (69 ) Prepaid and current assets 2 (6 ) (6 ) — (10 ) Accounts payable and accrued expenses (124 ) (68 ) (113 ) — (305 ) Unearned revenue 3 15 30 — 48 Accrued legal and regulatory settlements — (1,559 ) — — (1,559 ) Other current liabilities 5 (18 ) (4 ) — (17 ) Net change in prepaid/accrued income taxes (23 ) — 111 — 88 Net change in other assets and liabilities 94 10 (103 ) — 1 Cash provided by (used for) operating activities from continuing operations 425 (1,349 ) 58 (483 ) (1,349 ) Investing Activities: Capital expenditures (7 ) (2 ) (7 ) — (16 ) Acquisitions, net of cash acquired — — (2 ) — (2 ) Changes in short-term investments — — (1 ) — (1 ) Cash used for investing activities from continuing operations (7 ) (2 ) (10 ) — (19 ) Financing Activities: Additions to short-term debt, net 365 — — — 365 Dividends paid to shareholders (94 ) — — — (94 ) Dividends and other payments paid to noncontrolling interests — — (30 ) — (30 ) Repurchase of treasury shares (110 ) — — — (110 ) Exercise of stock options 57 — — — 57 Excess tax benefits from share-based payments 32 — — — 32 Intercompany financing activities (1,983 ) 1,351 149 483 — Cash (used for) provided by financing activities from continuing operations (1,733 ) 1,351 119 483 220 Effect of exchange rate changes on cash from continuing operations (7 ) — (37 ) — (44 ) Cash (used for) provided by continuing operations (1,322 ) — 130 — (1,192 ) Discontinued Operations: Cash used for operating activities — — (129 ) — (129 ) Cash used for discontinued operations — — (129 ) — (129 ) Net change in cash and cash equivalents (1,322 ) — 1 — (1,321 ) Cash and cash equivalents at beginning of period 1,402 — 1,095 — 2,497 Cash and cash equivalents at end of period $ 80 $ — $ 1,096 $ — $ 1,176 |