S&P Global
Reconciliation of Pro Forma Financial Measures to Non-GAAP Pro Forma Adjusted Financial Information
For the Year Ended December 31, 2021
(dollars in millions)
| | | | | | | | | | | |
| (unaudited) | |
| Pro Forma Operating Profit | | $ | 4,736 | | (a) |
| Pro Forma Non-GAAP Performance Adjustments | | | |
| Deferred revenue | $ | 89 | | | (b) |
| IHS Markit RSUs and PSUs | 105 | | | (c) |
| Deferred commissions | (11) | | | (d) |
| Transaction costs | 93 | | | (e) |
| S&P Global and IHS Markit retention bonuses | 80 | | | (f) |
| Add back amortization for internally developed software | (153) | | | (g) |
| Acquisition-related amortization | 923 | | | (h) |
| S&P Global Non-GAAP performance adjustments | 360 | | | (i) |
| IHS Markit Non-GAAP performance adjustments | 189 | | | (j) |
| (Gain)/loss on sale of assets | (522) | | | (k) |
| Acquisition-related bonuses | 38 | | | (l) |
| Fiscal period alignment adjustments | (64) | | | (m) |
| Net Pro Forma Non-GAAP performance adjustments | | $ | 1,127 | | |
| Non-GAAP Pro Forma Adjusted Operating Profit | | $ | 5,863 | | |
| | | |
Note - Totals may not sum due to rounding
(a) Agreed to S&P Global’s March 4, 2022 Article 11 Pro Forma Combined Condensed Statement of Income.
(b) Add back to revenue of $89 million related to the fair value reduction to IHS Markit’s acquired deferred revenue.
(c) To eliminate the impact of the unvested portion of IHS Markit’s restricted stock units (“RSUs”) and performance stock units
(“PSUs”), reversing the increase in value of the RSUs and PSUs as if the transaction occurred as of January 1, 2021 in the amount of
$105 million.
(d) Add back of deferred commissions of $11 million that were eliminated due to the revaluation of customer acquisition costs.
(e) To eliminate incremental acquisition-related transaction costs by S&P Global and IHS Markit which were incurred or expected at the
filing of the Pro Formas but not yet recognized of $93 million.
(f) To eliminate S&P Global and IHS Markit’s retention bonuses of $80 million.
(g) Add back of S&P Global and IHS Markit’s depreciation related to IHS Markit’s capitalized software of $153 million.
(h) To eliminate the amortization expense related to the intangible assets acquired from IHS Markit of $923 million.
(i) To record S&P Global performance adjustments of $360 million, net, relating to $249 million for IHS Markit integration costs, $96
million for deal-related intangible asset amortization, $19 million for restructuring costs, and a $4 million gain from asset sales.
Integration costs include $120 million for professional advisor fees, $42 million for legal fees, $34 million for retention costs, $28
million for lease impairment, $21 million for severance, and $4 million of other costs.
(j) To record IHS Markit performance adjustments of $189 million, including $126 million for acquisition-related costs, $31 million
associated with OSTTRA intangible amortization, $18 million for restructuring, and $14 million for asset impairments.
(k) Remove gain related to the formation of the OSTTRA joint venture and the dispositions of Root Metrics and LifeSciences.
(l) Add back spot and merger performance bonuses.
(m) To align IHS Markit’s November 30th year end to S&P Global’s December 31st year end.
S&P Global
Reconciliation of Pro Forma Financial Measures to Non-GAAP Pro Forma Adjusted Financial Information
For the Three Months Ended March 31, 2021
(dollars in millions)
| | | | | | | | | | | |
| (unaudited) | |
| Pro Forma Operating Profit | | $ | 959 | | (a) |
| Pro Forma Non-GAAP Performance Adjustments | | | |
| Deferred revenue | $ | 21 | | | (b) |
| IHS Markit RSUs and PSUs | 30 | | | (c) |
| Deferred commissions | (2) | | | (d) |
| Transaction costs | 93 | | | (e) |
| S&P Global and IHS Markit retention bonuses | 49 | | | (f) |
| Add back amortization for internally developed software | (39) | | | (g) |
| Acquisition-related amortization | 230 | | | (h) |
| S&P Global Non-GAAP performance adjustments | 82 | | | (i) |
| IHS Markit Non-GAAP performance adjustments | 38 | | | (j) |
| (Gain)/loss on sale of assets | — | | | (k) |
| Acquisition-related bonuses | 10 | | | (l) |
| Fiscal period alignment adjustments | (1) | | | (m) |
| Net Pro Forma Non-GAAP performance adjustments | | $ | 511 | | |
| Non-GAAP Pro Forma Adjusted Operating Profit | | $ | 1,470 | | |
| | | |
Note - Totals may not sum due to rounding
(a) Quarterization of S&P Global’s March 4, 2022 Article 11 Pro Forma Combined Condensed Statement of Income.
(b) Add back to revenue of $21 million related to the fair value reduction to IHS Markit’s acquired deferred revenue.
(c) To eliminate the impact of the unvested portion of IHS Markit’s restricted stock units (“RSUs”) and performance stock units
(“PSUs”), reversing the increase in value of the RSUs and PSUs as if the transaction occurred as of January 1, 2021 in the amount of
$30 million.
(d) Add back of deferred commissions of $2 million that were eliminated due to the revaluation of customer acquisition costs.
(e) To eliminate incremental acquisition-related transaction costs by S&P Global and IHS Markit which were incurred or expected at the filing of the Pro Formas but not yet recognized of $93 million.
(f) To eliminate S&P Global and IHS Markit’s retention bonuses of $49 million.
(g) Add back of S&P Global and IHS Markit’s depreciation related to IHS Markit’s capitalized software of $39 million.
(h) To eliminate the amortization expense related to the intangible assets acquired from IHS Markit of $230 million.
(i) To record S&P Global performance adjustments of $82 million, net, relating to $49 million for IHS Markit integration costs, $32
million for deal-related intangible asset amortization, Kensho retention related expense of $2 million, and a $2 million gain from asset sales.
(j) To record IHS Markit performance adjustments of $38 million, including $31 million for acquisition-related costs, and $5 million for restructuring, and $2 million for asset impairments.
(k) Remove gain related to the formation of the OSTTRA joint venture and the dispositions of Root Metrics and LifeSciences.
(l) Add back spot and merger performance bonuses.
(m) To align IHS Markit’s February 28/29th quarter end to S&P Global’s March 31st quarter end.
S&P Global
Reconciliation of Pro Forma Financial Measures to Non-GAAP Pro Forma Adjusted Financial Information
For the Three Months Ended June 30, 2021
(dollars in millions)
| | | | | | | | | | | |
| (unaudited) | |
| Pro Forma Operating Profit | | $ | 1,199 | | (a) |
| Pro Forma Non-GAAP Performance Adjustments | | | |
| Deferred revenue | $ | 23 | | | (b) |
| IHS Markit RSUs and PSUs | 30 | | | (c) |
| Deferred commissions | (2) | | | (d) |
| Transaction costs | — | | | (e) |
| S&P Global and IHS Markit retention bonuses | 11 | | | (f) |
| Add back amortization for internally developed software | (40) | | | (g) |
| Acquisition-related amortization | 230 | | | (h) |
| S&P Global Non-GAAP performance adjustments | 75 | | | (i) |
| IHS Markit Non-GAAP performance adjustments | 23 | | | (j) |
| (Gain)/loss on sale of assets | — | | | (k) |
| Acquisition-related bonuses | 10 | | | (l) |
| Fiscal period alignment adjustments | (1) | | | (m) |
| Net Pro Forma Non-GAAP performance adjustments | | $ | 359 | | |
| Non-GAAP Pro Forma Adjusted Operating Profit | | $ | 1,558 | | |
| | | |
Note - Totals may not sum due to rounding
(a) Quarterization of S&P Global’s March 4, 2022 Article 11 Pro Forma Combined Condensed Statement of Income.
(b) Add back to revenue of $23 million related to the fair value reduction to IHS Markit’s acquired deferred revenue.
(c) To eliminate the impact of the unvested portion of IHS Markit’s restricted stock units (“RSUs”) and performance stock units
(“PSUs”), reversing the increase in value of the RSUs and PSUs as if the transaction occurred as of January 1, 2021 in the amount of
$30 million.
(d) Add back of deferred commissions of $2 million that were eliminated due to the revaluation of customer acquisition costs.
(e) No incremental acquisition-related transaction costs by S&P Global and IHS Markit which were incurred or expected at the filing of the Pro Formas but not yet recognized.
(f) To eliminate S&P Global and IHS Markit’s retention bonuses of $11 million.
(g) Add back of S&P Global and IHS Markit’s depreciation related to IHS Markit’s capitalized software of $40 million.
(h) To eliminate the amortization expense related to the intangible assets acquired from IHS Markit of $230 million.
(i) To record S&P Global performance adjustments of $75 million, net, relating to $50 million for IHS Markit integration costs, $22
million for deal-related intangible asset amortization, and a lease impairment of $3 million.
(j) To record IHS Markit performance adjustments of $23 million, including $21 million for acquisition-related costs, and $2 million for asset impairments.
(k) Remove gain related to the formation of the OSTTRA joint venture and the dispositions of Root Metrics and LifeSciences.
(l) Add back spot and merger performance bonuses.
(m) To align IHS Markit’s May 31st quarter end to S&P Global’s June 30th quarter end.
S&P Global
Reconciliation of Pro Forma Financial Measures to Non-GAAP Pro Forma Adjusted Financial Information
For the Three Months Ended September 30, 2021
(dollars in millions)
| | | | | | | | | | | |
| (unaudited) | |
| Pro Forma Operating Profit | | $ | 1,137 | | (a) |
| Pro Forma Non-GAAP Performance Adjustments | | | |
| Deferred revenue | $ | 23 | | | (b) |
| IHS Markit RSUs and PSUs | 30 | | | (c) |
| Deferred commissions | (2) | | | (d) |
| Transaction costs | — | | | (e) |
| S&P Global and IHS Markit retention bonuses | 11 | | | (f) |
| Add back amortization for internally developed software | (37) | | | (g) |
| Acquisition-related amortization | 232 | | | (h) |
| S&P Global Non-GAAP performance adjustments | 73 | | | (i) |
| IHS Markit Non-GAAP performance adjustments | 25 | | | (j) |
| (Gain)/loss on sale of assets | (485) | | | (k) |
| Acquisition-related bonuses | 6 | | | (l) |
| Fiscal period alignment adjustments | 478 | | | (m) |
| Net Pro Forma Non-GAAP performance adjustments | | $ | 354 | | |
| Non-GAAP Pro Forma Adjusted Operating Profit | | $ | 1,491 | | |
| | | |
Note - Totals may not sum due to rounding
(a) Quarterization of S&P Global’s March 4, 2022 Article 11 Pro Forma Combined Condensed Statement of Income.
(b) Add back to revenue of $23 million related to the fair value reduction to IHS Markit’s acquired deferred revenue.
(c) To eliminate the impact of the unvested portion of IHS Markit’s restricted stock units (“RSUs”) and performance stock units
(“PSUs”), reversing the increase in value of the RSUs and PSUs as if the transaction occurred as of January 1, 2021 in the amount of
$30 million.
(d) Add back of deferred commissions of $2 million that were eliminated due to the revaluation of customer acquisition costs.
(e) No incremental acquisition-related transaction costs by S&P Global and IHS Markit which were incurred or expected at the filing of the Pro Formas but not yet recognized.
(f) To eliminate S&P Global and IHS Markit’s retention bonuses of $11 million.
(g) Add back of S&P Global and IHS Markit’s depreciation related to IHS Markit’s capitalized software of $37 million.
(h) To eliminate the amortization expense related to the intangible assets acquired from IHS Markit of $232 million.
(i) To record S&P Global performance adjustments of $73 million, net, relating to $54 million for IHS Markit integration costs, $21
million for deal-related intangible asset amortization, and a $3 million gain from asset sales.
(j) To record IHS Markit performance adjustments of $25 million, including $6 million for acquisition-related costs, $7 million
associated with OSTTRA intangible amortization, $10 million for restructuring, and $2 million for asset impairments.
(k) Remove gain related to the formation of the OSTTRA joint venture and the dispositions of Root Metrics and LifeSciences.
(l) Add back spot and merger performance bonuses.
(m) To align IHS Markit’s August 31st quarter end to S&P Global’s September 30th quarter end.
S&P Global
Reconciliation of Pro Forma Financial Measures to Non-GAAP Pro Forma Adjusted Financial Information
For the Three Months Ended December 31, 2021
(dollars in millions)
| | | | | | | | | | | |
| (unaudited) | |
| Pro Forma Operating Profit | | $ | 1,441 | | (a) |
| Pro Forma Non-GAAP Performance Adjustments | | | |
| Deferred revenue | $ | 22 | | | (b) |
| IHS Markit RSUs and PSUs | 15 | | | (c) |
| Deferred commissions | (5) | | | (d) |
| Transaction costs | — | | | (e) |
| S&P Global and IHS Markit retention bonuses | 9 | | | (f) |
| Add back amortization for internally developed software | (37) | | | (g) |
| Acquisition-related amortization | 231 | | | (h) |
| S&P Global Non-GAAP performance adjustments | 130 | | | (i) |
| IHS Markit Non-GAAP performance adjustments | 103 | | | (j) |
| (Gain)/loss on sale of assets | (37) | | | (k) |
| Acquisition-related bonuses | 12 | | | (l) |
| Fiscal period alignment adjustments | (540) | | | (m) |
| Net Pro Forma Non-GAAP performance adjustments | | $ | (97) | | |
| Non-GAAP Pro Forma Adjusted Operating Profit | | $ | 1,344 | | |
| | | |
Note - Totals may not sum due to rounding
(a) Quarterization of S&P Global’s March 4, 2022 Article 11 Pro Forma Combined Condensed Statement of Income.
(b) Add back to revenue of $22 million related to the fair value reduction to IHS Markit’s acquired deferred revenue.
(c) To eliminate the impact of the unvested portion of IHS Markit’s restricted stock units (“RSUs”) and performance stock units
(“PSUs”), reversing the increase in value of the RSUs and PSUs as if the transaction occurred as of January 1, 2021 in the amount of
$15 million.
(d) Add back of deferred commissions of $5 million that were eliminated due to the revaluation of customer acquisition costs.
(e) No incremental acquisition-related transaction costs by S&P Global and IHS Markit which were incurred or expected at the filing of the Pro Formas but not yet recognized.
(f) To eliminate S&P Global and IHS Markit’s retention bonuses of $9 million.
(g) Add back of S&P Global and IHS Markit’s depreciation related to IHS Markit’s capitalized software of $37 million.
(h) To eliminate the amortization expense related to the intangible assets acquired from IHS Markit of $231 million.
(i) To record S&P Global performance adjustments of $130 million, net, relating to $96 million for IHS Markit integration costs, $21
million for deal-related intangible asset amortization, $19 million for restructuring costs, and a $5 million gain from asset sales.
(j) To record IHS Markit performance adjustments of $103 million, including $68 million for acquisition-related costs, $24 million
associated with OSTTRA intangible amortization, $3 million for restructuring, and $8 million for asset impairments.
(k) Remove gain related to the formation of the OSTTRA joint venture and the dispositions of Root Metrics and LifeSciences.
(l) Add back spot and merger performance bonuses.
(m) To align IHS Markit’s November 30th quarter end to S&P Global’s December 31st quarter end.
S&P Global
Reconciliation of Pro Forma Financial Measures to Non-GAAP Pro Forma Adjusted Financial Information
For the Three Months Ended March 31, 2022
(dollars in millions)
| | | | | | | | | | | |
| (unaudited) | |
| Pro Forma Operating Profit | | $ | 2,259 | | (a) |
| Pro Forma Non-GAAP Performance Adjustments | | | |
| IHS Markit RSUs and PSUs | $ | (19) | | | (b) |
| Deferred commissions | (2) | | | (c) |
| Transaction costs | (434) | | | (d) |
| S&P Global and IHS Markit retention bonuses | (3) | | | (e) |
| Add back amortization for internally developed software | (25) | | | (f) |
| Acquisition-related amortization | 122 | | | (g) |
| Non-GAAP performance adjustments | (510) | | | (h) |
| Net Pro Forma Non-GAAP performance adjustments | | $ | (871) | | |
| Non-GAAP Pro Forma Adjusted Operating Profit | | $ | 1,388 | | |
| | | |
Note - Totals may not sum due to rounding
(a) S&P Global's Pro Forma Combined Condensed Statement of Income. The pro forma includes SPGI and IHSM on a calendar year basis.
(b) To eliminate the impact of the unvested portion of IHS Markit’s restricted stock units (“RSUs”) and performance stock units
(“PSUs”), reversing the increase in value of the RSUs and PSUs as if the transaction occurred as of January 1, 2021 in the amount of
$19 million.
(c) Add back of deferred commissions of $2 million that were eliminated due to the revaluation of customer acquisition costs.
(d) Add back of incremental acquisition-related transaction costs by S&P Global and IHS Markit which were incurred and recognized in Q1 2022 of $434 million.
(e) Add back of S&P Global and IHS Markit's retention bonuses which were incurred and recognized in Q1 2022 of $3 million.
(f) Add back of S&P Global and IHS Markit’s depreciation related to IHS Markit’s capitalized software of $25 million.
(g) To eliminate the amortization expense related to the intangible assets acquired from IHS Markit of $122 million.
(h) To record S&P Global performance adjustments of $510 million, net, relating to a gain on dispositions of $1.3 billion, $356 million
for IHS Markit integration costs, a S&P Foundation grant of $200 million, $180 million for deal-related intangible asset amortization,
$78 million for restructuring costs, acquisition-related costs of $15 million and lease impairments of $5 million.
S&P Global
Supplemental Segment Analysis reconciling the Pro Forma Financial Measures to Non-GAAP Pro Forma Adjusted Financial Information
For the Year Ended December 31, 2021
(dollars in millions)
| | | | | | | | | | | | | | | | | |
| (unaudited) | |
| Pro Forma S&P Global (a) | Pro Forma Non-GAAP Performance Adjustments | | Fiscal Period Alignment Adjustment (n) | Non-GAAP Pro Forma Adjusted Financial Information |
| Segment Revenue | | | | | |
| Market Intelligence | $ | 3,976 | | $ | (73) | | (b)(k) | $ | (13) | | $ | 3,890 | |
| Ratings | 4,097 | | — | | | — | | 4,097 | |
| Commodity Insights | 1,652 | | 16 | | (b) | 1 | | 1,669 | |
| Mobility | 1,209 | | 26 | | (b) | 11 | | 1,246 | |
| Indices | 1,253 | | — | | (b) | — | | 1,253 | |
| Engineering Solutions | 380 | | 10 | | (b) | 1 | | 391 | |
| Intersegment Elimination | (164) | | — | | | — | | (164) | |
| 12,403 | | (21) | | | — | | 12,382 | |
| Segment Operating Profit | | | | | |
| Market Intelligence | 1,217 | | 4 | | (c)(d)(e)(f)(g)(k)(l)(m) | (43) | | 1,178 | |
| Ratings | 2,619 | | 4 | | (c)(l) | — | | 2,623 | |
| Commodity Insights | 574 | | 161 | | (c)(d)(f)(g)(l)(m) | (2) | | 733 | |
| Mobility | 150 | | 335 | | (d)(f)(g)(m) | 7 | | 492 | |
| Indices | 808 | | 37 | | (c)(g)(l) | — | | 845 | |
| Engineering Solutions | 62 | | 27 | | (d)(f)(g)(m) | (14) | | 75 | |
| Equity in income (loss) of unconsolidated subsidiaries, net | (41) | | 130 | | (k)(m) | 1 | | 90 | |
| Corporate Unallocated expense | (653) | | 493 | | (c)(d)(f)(h)(l)(m) | (13) | | (173) | |
| Operating Profit | 4,736 | | 1,191 | | | (64) | | 5,863 | |
| Other (income) expense, net | (64) | | — | | | (2) | | (66) | |
| Interest expense, net | 261 | | 78 | | (i) | (1) | | 338 | |
| Income before taxes on income | 4,539 | | 1,113 | | | (61) | | 5,591 | |
| Provision for taxes on income | 918 | | 244 | | (j) | 51 | | 1,213 | |
| Net income | 3,621 | | 869 | | | (112) | | 4,378 | |
| Less: Net (income) loss attributable to noncontrolling interests | (238) | | — | | | (3) | | (241) | |
| Net income attributable to S&P Global Inc. | $ | 3,383 | | $ | 869 | | | $ | (115) | | $ | 4,137 | |
| | | | | |
Note - Totals may not sum due to rounding
(a) Total agreed to S&P Global’s March 4, 2022 Article 11 Pro Forma Combined Condensed Statement of Income; disaggregated
segment revenue and operating profit have been reconciled to both previously filed financial statements and internal records.
(b) Add back to revenue of $89 million related to the fair value reduction to IHS Markit’s acquired deferred revenue.
(c) To eliminate S&P Global and IHS Markit’s retention bonuses of $80 million.
(d) To eliminate the impact of the unvested portion of IHS Markit’s RSUs and PSUs, reflecting the increase in value as if the transaction
occurred as of January 1, 2021 in the amount of $105 million.
(e) Add back of deferred commissions of $11 million that were eliminated due to the revaluation of customer acquisition costs.
(f) Add back of S&P Global and IHS Markit’s depreciation related to IHS Markit’s capitalized software of $153 million.
(g) To eliminate the amortization expense related to the intangible assets acquired from IHS Markit of $923 million.
(h) To eliminate incremental acquisition-related transaction costs by S&P Global and IHS Markit which were incurred or expected to be
incurred at the filing of the Pro Formas but not yet recognized of $93 million.
(i) To eliminate the adjustment to interest expense associated with the increase in IHS Markit’s debt to fair value.
(j) To eliminate the income tax expense associated with the pro forma adjustments and performance adjustments, respectively.
(k) Reclassification of the MarkitSERV business’ revenue of $110 million and operating profit of $60 million to Equity in income (loss)
of unconsolidated subsidiaries, net consistent with where income from the OSSTRA JV will be captured from September 1, 2021
onwards.
(l) To record S&P Global performance adjustments of $360 million, net against each respective segment where costs were incurred.
(m)To record IHS Markit performance adjustments of $295 million, net relating to $522 million for net gains of sale of assets, partially
offset by $189 million of IHS Markit performance adjustments and $38 million of acquisition related bonuses against each segment
where costs were incurred.
(n) To align IHS Markit’s November 30th year end to S&P Global’s December 31st year end.
S&P Global
Supplemental Segment Analysis reconciling the Pro Forma Financial Measures to Non-GAAP Pro Forma Adjusted Financial Information
For the Three Months Ended March 31, 2021
(dollars in millions)
| | | | | | | | | | | | | | | | | |
| (unaudited) | |
| Pro Forma S&P Global (a) | Pro Forma Non-GAAP Performance Adjustments | | Fiscal Period Alignment Adjustment (n) | Non-GAAP Pro Forma Adjusted Financial Information |
| Segment Revenue | | | | | |
| Market Intelligence | $ | 971 | | $ | (36) | | (b)(k) | $ | 15 | | $ | 950 | |
| Ratings | 1,017 | | — | | | — | | 1,017 | |
| Commodity Insights | 392 | | 4 | | (b) | 14 | | 410 | |
| Mobility | 277 | | 6 | | (b) | 13 | | 296 | |
| Indices | 297 | | — | | (b) | — | | 297 | |
| Engineering Solutions | 88 | | 2 | | (b) | 1 | | 91 | |
| Intersegment Elimination | (39) | | — | | | — | | (39) | |
| 3,003 | | (24) | | | 43 | | 3,022 | |
| Segment Operating Profit | | | | | |
| Market Intelligence | 169 | | 127 | | (c)(d)(e)(f)(g)(k)(l)(m) | (15) | | 281 | |
| Ratings | 679 | | 6 | | (c)(l) | — | | 685 | |
| Commodity Insights | 125 | | 50 | | (c)(d)(f)(g)(l)(m) | 10 | | 185 | |
| Mobility | 19 | | 86 | | (d)(f)(g)(m) | 10 | | 115 | |
| Indices | 192 | | 10 | | (c)(g)(l) | — | | 202 | |
| Engineering Solutions | 1 | | 13 | | (d)(f)(g)(m) | — | | 14 | |
| Equity in income (loss) of unconsolidated subsidiaries, net | (4) | | 26 | | (k)(m) | 9 | | 31 | |
| Corporate Unallocated expense | (222) | | 194 | | (c)(d)(f)(h)(l)(m) | (15) | | (43) | |
| Operating Profit | 959 | | 512 | | | (1) | | 1,470 | |
| Other (income) expense, net | (9) | | — | | | (2) | | (11) | |
| Interest expense, net | 59 | | 29 | | (i) | (1) | | 87 | |
| Income before taxes on income | 909 | | 483 | | | 2 | | 1,394 | |
| Provision for taxes on income | 184 | | 118 | | (j) | 12 | | 314 | |
| Equity in loss of equity method investees | (1) | | — | | | — | | (1) | |
| Net income | 726 | | 365 | | | (10) | | 1,081 | |
| Less: Net (income) loss attributable to noncontrolling interests | (52) | | — | | | (4) | | (56) | |
| Net income attributable to S&P Global Inc. | $ | 674 | | $ | 365 | | | $ | (14) | | $ | 1,025 | |
| | | | | |
Note - Totals may not sum due to rounding
(a) Quarterization of S&P Global’s March 4, 2022 Article 11 Pro Forma Combined Condensed Statement of Income; disaggregated
segment revenue and operating profit have been reconciled to both previously filed financial statements and internal records.
(b) Add back to revenue of $21 million related to the fair value reduction to IHS Markit’s acquired deferred revenue.
(c) To eliminate S&P Global and IHS Markit’s retention bonuses of $49 million.
(d) To eliminate the impact of the unvested portion of IHS Markit’s RSUs and PSUs, reflecting the increase in value as if the transaction
occurred as of January 1, 2021 in the amount of $30 million.
(e) Add back of deferred commissions of $2 million that were eliminated due to the revaluation of customer acquisition costs.
(f) Add back of S&P Global and IHS Markit’s depreciation related to IHS Markit’s capitalized software of $39 million.
(g) To eliminate the amortization expense related to the intangible assets acquired from IHS Markit of $230 million.
(h) To eliminate incremental acquisition-related transaction costs by S&P Global and IHS Markit which were incurred or expected to be
incurred at the filing of the Pro Formas but not yet recognized of $93 million.
(i) To eliminate the adjustment to interest expense associated with the increase in IHS Markit’s debt to fair value.
(j) To eliminate the income tax expense associated with the pro forma adjustments and performance adjustments, respectively.
(k) Reclassification of the MarkitSERV business’ revenue of $45 million and operating profit of $26 million to Equity in income (loss)
of unconsolidated subsidiaries, net consistent with where income from the OSSTRA JV will be captured from September 1, 2021
onwards.
(l) To record S&P Global performance adjustments of $82 million, net against each respective segment where costs were incurred.
(m)To record IHS Markit performance adjustments of $48 million, net relating to $38 million of IHS Markit performance adjustments and $10 million of acquisition related bonuses against each segment where costs were incurred.
(n) To align IHS Markit’s February 28/29th quarter end to S&P Global’s March 31st quarter end.
S&P Global
Supplemental Segment Analysis reconciling the Pro Forma Financial Measures to Non-GAAP Pro Forma Adjusted Financial Information
For the Three Months Ended June 30, 2021
(dollars in millions)
| | | | | | | | | | | | | | | | | |
| (unaudited) | |
| Pro Forma S&P Global (a) | Pro Forma Non-GAAP Performance Adjustments | | Fiscal Period Alignment Adjustment (n) | Non-GAAP Pro Forma Adjusted Financial Information |
| Segment Revenue | | | | | |
| Market Intelligence | $ | 995 | | $ | (30) | | (b)(k) | $ | (8) | | $ | 957 | |
| Ratings | 1,073 | | — | | | — | | 1,073 | |
| Commodity Insights | 422 | | 4 | | (b) | (13) | | 413 | |
| Mobility | 308 | | 7 | | (b) | — | | 315 | |
| Indices | 303 | | — | | (b) | — | | 303 | |
| Engineering Solutions | 89 | | 2 | | (b) | 2 | | 93 | |
| Intersegment Elimination | (41) | | — | | | — | | (41) | |
| 3,149 | | (17) | | | (19) | | 3,113 | |
| Segment Operating Profit | | | | | |
| Market Intelligence | 197 | | 115 | | (c)(d)(e)(f)(g)(k)(l)(m) | — | | 312 | |
| Ratings | 727 | | 2 | | (c)(l) | — | | 729 | |
| Commodity Insights | 156 | | 37 | | (c)(d)(f)(g)(l)(m) | (9) | | 184 | |
| Mobility | 41 | | 86 | | (d)(f)(g)(m) | 2 | | 129 | |
| Indices | 199 | | 10 | | (c)(g)(l) | — | | 209 | |
| Engineering Solutions | — | | 15 | | (d)(f)(g)(m) | 3 | | 18 | |
| Equity in income (loss) of unconsolidated subsidiaries, net | (4) | | 17 | | (k)(m) | — | | 13 | |
| Corporate Unallocated expense | (117) | | 78 | | (c)(d)(f)(h)(l)(m) | 3 | | (36) | |
| Operating Profit | 1,199 | | 360 | | | (1) | | 1,558 | |
| Other (income) expense, net | (22) | | — | | | — | | (22) | |
| Interest expense, net | 58 | | 29 | | (i) | — | | 87 | |
| Income before taxes on income | 1,163 | | 331 | | | (1) | | 1,493 | |
| Provision for taxes on income | 235 | | 111 | | (j) | 10 | | 356 | |
| Equity in loss of equity method investees | 4 | | — | | | (3) | | 1 | |
| Net income | 924 | | 220 | | | (8) | | 1,136 | |
| Less: Net (income) loss attributable to noncontrolling interests | (59) | | — | | | — | | (59) | |
| Net income attributable to S&P Global Inc. | $ | 865 | | $ | 220 | | | $ | (8) | | $ | 1,077 | |
| | | | | |
Note - Totals may not sum due to rounding
(a) Quarterization of S&P Global’s March 4, 2022 Article 11 Pro Forma Combined Condensed Statement of Income; disaggregated
segment revenue and operating profit have been reconciled to both previously filed financial statements and internal records.
(b) Add back to revenue of $23 million related to the fair value reduction to IHS Markit’s acquired deferred revenue.
(c) To eliminate S&P Global and IHS Markit’s retention bonuses of $11 million.
(d) To eliminate the impact of the unvested portion of IHS Markit’s RSUs and PSUs, reflecting the increase in value as if the transaction
occurred as of January 1, 2021 in the amount of $30 million.
(e) Add back of deferred commissions of $2 million that were eliminated due to the revaluation of customer acquisition costs.
(f) Add back of S&P Global and IHS Markit’s depreciation related to IHS Markit’s capitalized software of $40 million.
(g) To eliminate the amortization expense related to the intangible assets acquired from IHS Markit of $230 million.
(h) To eliminate incremental acquisition-related transaction costs by S&P Global and IHS Markit which were incurred or expected to be
incurred at the filing of the Pro Formas but not yet recognized of $0 million.
(i) To eliminate the adjustment to interest expense associated with the increase in IHS Markit’s debt to fair value.
(j) To eliminate the income tax expense associated with the pro forma adjustments and performance adjustments, respectively.
(k) Reclassification of the MarkitSERV business’ revenue of $40 million and operating profit of $24 million to Equity in income (loss)
of unconsolidated subsidiaries, net consistent with where income from the OSSTRA JV will be captured from September 1, 2021
onwards.
(l) To record S&P Global performance adjustments of $75 million, net against each respective segment where costs were incurred.
(m)To record IHS Markit performance adjustments of $33 million, net relating to $23 million of IHS Markit performance adjustments and $10 million of acquisition related bonuses against each segment where costs were incurred.
(n) To align IHS Markit’s May 31st quarter end to S&P Global’s June 30th quarter end.
S&P Global
Supplemental Segment Analysis reconciling the Pro Forma Financial Measures to Non-GAAP Pro Forma Adjusted Financial Information
For the Three Months Ended September 30, 2021
(dollars in millions)
| | | | | | | | | | | | | | | | | |
| (unaudited) | |
| Pro Forma S&P Global (a) | Pro Forma Non-GAAP Performance Adjustments | | Fiscal Period Alignment Adjustment (n) | Non-GAAP Pro Forma Adjusted Financial Information |
| Segment Revenue | | | | | |
| Market Intelligence | $ | 1,007 | | $ | (16) | | (b)(k) | $ | (17) | | $ | 974 | |
| Ratings | 1,017 | | — | | | — | | 1,017 | |
| Commodity Insights | 410 | | 4 | | (b) | (1) | | 413 | |
| Mobility | 310 | | 7 | | (b) | 2 | | 319 | |
| Indices | 323 | | — | | (b) | — | | 323 | |
| Engineering Solutions | 101 | | 3 | | (b) | — | | 104 | |
| Intersegment Elimination | (41) | | — | | | — | | (41) | |
| 3,127 | | (2) | | | (16) | | 3,109 | |
| Segment Operating Profit | | | | | |
| Market Intelligence | 209 | | (373) | | (c)(d)(e)(f)(g)(k)(l)(m) | 469 | | 305 | |
| Ratings | 642 | | 2 | | (c)(l) | — | | 644 | |
| Commodity Insights | 140 | | 42 | | (c)(d)(f)(g)(l)(m) | (1) | | 181 | |
| Mobility | 48 | | 83 | | (d)(f)(g)(m) | (2) | | 129 | |
| Indices | 217 | | 7 | | (c)(g)(l) | — | | 224 | |
| Engineering Solutions | 8 | | 14 | | (d)(f)(g)(m) | (2) | | 20 | |
| Equity in income (loss) of unconsolidated subsidiaries, net | — | | 25 | | (k)(m) | (1) | | 24 | |
| Corporate Unallocated expense | (127) | | 76 | | (c)(d)(f)(h)(l)(m) | 15 | | (36) | |
| Operating Profit | 1,137 | | (124) | | | 478 | | 1,491 | |
| Other (income) expense, net | (22) | | — | | | — | | (22) | |
| Interest expense, net | 58 | | 28 | | (i) | — | | 86 | |
| Income before taxes on income | 1,101 | | (152) | | | 478 | | 1,427 | |
| Provision for taxes on income | 223 | | 114 | | (j) | (58) | | 279 | |
| Equity in loss of equity method investees | 3 | | — | | | (3) | | — | |
| Net income | 875 | | (266) | | | 539 | | 1,148 | |
| Less: Net (income) loss attributable to noncontrolling interests | (64) | | — | | | — | | (64) | |
| Net income attributable to S&P Global Inc. | $ | 811 | | $ | (266) | | | $ | 539 | | $ | 1,084 | |
| | | | | |
Note - Totals may not sum due to rounding
(a) Quarterization of S&P Global’s March 4, 2022 Article 11 Pro Forma Combined Condensed Statement of Income; disaggregated
segment revenue and operating profit have been reconciled to both previously filed financial statements and internal records.
(b) Add back to revenue of $23 million related to the fair value reduction to IHS Markit’s acquired deferred revenue.
(c) To eliminate S&P Global and IHS Markit’s retention bonuses of $11 million.
(d) To eliminate the impact of the unvested portion of IHS Markit’s RSUs and PSUs, reflecting the increase in value as if the transaction
occurred as of January 1, 2021 in the amount of $30 million.
(e) Add back of deferred commissions of $2 million that were eliminated due to the revaluation of customer acquisition costs.
(f) Add back of S&P Global and IHS Markit’s depreciation related to IHS Markit’s capitalized software of $37 million.
(g) To eliminate the amortization expense related to the intangible assets acquired from IHS Markit of $232 million.
(h) To eliminate incremental acquisition-related transaction costs by S&P Global and IHS Markit which were incurred or expected to be
incurred at the filing of the Pro Formas but not yet recognized of $0 million.
(i) To eliminate the adjustment to interest expense associated with the increase in IHS Markit’s debt to fair value.
(j) To eliminate the income tax expense associated with the pro forma adjustments and performance adjustments, respectively.
(k) Reclassification of the MarkitSERV business’ revenue of $25 million and operating profit of $10 million to Equity in income (loss)
of unconsolidated subsidiaries, net consistent with where income from the OSSTRA JV will be captured on September 1, 2021
onwards.
(l) To record S&P Global performance adjustments of $73 million, net against each respective segment where costs were incurred.
(m)To record IHS Markit performance adjustments of $454 million, net relating to $485 million for net gains of sale of assets, partially
offset by $25 million of IHS Markit performance adjustments and $6 million of acquisition related bonuses against each segment.
(n) To align IHS Markit’s August 31st quarter end to S&P Global’s September 30th year end.
S&P Global
Supplemental Segment Analysis reconciling the Pro Forma Financial Measures to Non-GAAP Pro Forma Adjusted Financial Information
For the Three Months Ended December 31, 2021
(dollars in millions)
| | | | | | | | | | | | | | | | | | | |
| (unaudited) | | | |
| Pro Forma S&P Global (a) | Pro Forma Non-GAAP Performance Adjustments | | Fiscal Period Alignment Adjustment (n) | Non-GAAP Pro Forma Adjusted Financial Information | | |
| Segment Revenue | | | | | | | |
| Market Intelligence | $ | 1,003 | | $ | 9 | | (b) | $ | (3) | | $ | 1,009 | | | |
| Ratings | 990 | | — | | | — | | 990 | | | |
| Commodity Insights | 428 | | 4 | | (b) | 1 | | 433 | | | |
| Mobility | 314 | | 6 | | (b) | (4) | | 316 | | | |
| Indices | 330 | | — | | (b) | — | | 330 | | | |
| Engineering Solutions | 102 | | 3 | | (b) | (2) | | 103 | | | |
| Intersegment Elimination | (43) | | — | | | — | | (43) | | | |
| 3,124 | | 22 | | | (8) | | 3,138 | | | |
| Segment Operating Profit | | | | | | | |
| Market Intelligence | 642 | | 135 | | (c)(d)(e)(f)(g) | (497) | | 280 | | | |
| Ratings | 571 | | (6) | | (c)(l) | — | | 565 | | | |
| Commodity Insights | 153 | | 32 | | (c)(d)(f)(g)(l)(m) | (2) | | 183 | | | |
| Mobility | 42 | | 80 | | (d)(f)(g)(m) | (3) | | 119 | | | |
| Indices | 200 | | 10 | | (c)(g)(l) | — | | 210 | | | |
| Engineering Solutions | 53 | | (15) | | (d)(f)(g)(m) | (15) | | 23 | | | |
| Equity in income (loss) of unconsolidated subsidiaries, net | (33) | | 62 | | (m) | (7) | | 22 | | | |
| Corporate Unallocated expense | (187) | | 145 | | (c)(d)(f)(h)(l)(m) | (16) | | (58) | | | |
| Operating Profit | 1,441 | | 443 | | | (540) | | 1,344 | | | |
| Other (income) expense, net | (11) | | — | | | — | | (11) | | | |
| Interest expense, net | 86 | | (8) | | (i) | — | | 78 | | | |
| Income before taxes on income | 1,366 | | 451 | | | (540) | | 1,277 | | | |
| Provision for taxes on income | 276 | | (99) | | (j) | 87 | | 264 | | | |
| Equity in loss of equity method investees | (6) | | — | | | 6 | | — | | | |
| Net income | 1,096 | | 550 | | | (633) | | 1,013 | | | |
| Less: Net (income) loss attributable to noncontrolling interests | (63) | | — | | | 1 | | (62) | | | |
| Net income attributable to S&P Global Inc. | $ | 1,033 | | $ | 550 | | | $ | (632) | | $ | 951 | | | |
| | | | | | | |
Note - Totals may not sum due to rounding
(a) Quarterization of S&P Global’s March 4, 2022 Article 11 Pro Forma Combined Condensed Statement of Income; disaggregated
segment revenue and operating profit have been reconciled to both previously filed financial statements and internal records.
(b) Add back to revenue of $22 million related to the fair value reduction to IHS Markit’s acquired deferred revenue.
(c) To eliminate S&P Global and IHS Markit’s retention bonuses of $9 million.
(d) To eliminate the impact of the unvested portion of IHS Markit’s RSUs and PSUs, reflecting the increase in value as if the transaction
occurred as of January 1, 2021 in the amount of $15 million.
(e) Add back of deferred commissions of $5 million that were eliminated due to the revaluation of customer acquisition costs.
(f) Add back of S&P Global and IHS Markit’s depreciation related to IHS Markit’s capitalized software of $37 million.
(g) To eliminate the amortization expense related to the intangible assets acquired from IHS Markit of $231 million.
(h) To eliminate incremental acquisition-related transaction costs by S&P Global and IHS Markit which were incurred or expected to be
incurred at the filing of the Pro Formas but not yet recognized of $0 million.
(i) To eliminate the adjustment to interest expense associated with the increase in IHS Markit’s debt to fair value.
(j) To eliminate the income tax expense associated with the pro forma adjustments and performance adjustments, respectively.
(k) N/A - no reclassifications for MarkitServ required for Q4'21
(l) To record S&P Global performance adjustments of $130 million, net against each respective segment where costs were incurred.
(m)To record IHS Markit performance adjustments of $78 million, net relating to $37 million for net gains of sale of assets, partially
offset by $103 million of IHS Markit performance adjustments and $12 million of acquisition related bonuses against each segment
where costs were incurred.
(n) To align IHS Markit’s November 30th quarter end to S&P Global’s December 31st quarter end.
S&P Global
Supplemental Segment Analysis reconciling the Pro Forma Financial Measures to Non-GAAP Pro Forma Adjusted Financial Information
For the Three Months Ended March 31, 2022
(dollars in millions)
| | | | | | | | | | | | | | | | | |
| (unaudited) | |
| Pro Forma S&P Global (a) | Pro Forma Non-GAAP Performance Adjustments | | Fiscal Period Alignment Adjustment (a) | Non-GAAP Pro Forma Adjusted Financial Information |
| Segment Revenue | | | | | |
| Market Intelligence | $ | 1,019 | | $ | — | | | $ | — | | $ | 1,019 | |
| Ratings | 868 | | — | | | — | | 868 | |
| Commodity Insights | 466 | | — | | | — | | 466 | |
| Mobility | 324 | | — | | | — | | 324 | |
| Indices | 339 | | — | | | — | | 339 | |
| Engineering Solutions | 98 | | — | | | — | | 98 | |
| Intersegment Elimination | (42) | | — | | | — | | (42) | |
| 3,072 | | — | | | — | | 3,072 | |
| | | | | |
| Segment Operating Profit | | | | | |
| Market Intelligence | 1,473 | | (1,178) | | (b)(c)(d)(e)(f)(j) | — | | 295 | |
| Ratings | 506 | | 7 | | (j) | — | | 513 | |
| Commodity Insights | 163 | | 37 | | (b)(c)(e)(f)(j) | — | | 200 | |
| Mobility | 54 | | 68 | | (c)(e)(f) | — | | 122 | |
| Indices | 223 | | 12 | | (b)(f)(j) | — | | 235 | |
| Engineering Solutions | 6 | | 12 | | (c)(e)(f) | — | | 18 | |
| Equity in income (loss) of unconsolidated subsidiaries, net | 12 | | 14 | | (j) | — | | 26 | |
| Corporate Unallocated expense | (178) | | 157 | | (b)(c)(e)(g)(j) | — | | (21) | |
| Operating Profit | 2,259 | | (871) | | | — | | 1,388 | |
| Other (income) expense, net | (45) | | — | | | — | | (45) | |
| Interest expense, net | 122 | | (31) | | (h) | — | | 91 | |
| Income before taxes on income | 2,182 | | (840) | | | — | | 1,342 | |
| Provision for taxes on income | 588 | | (324) | | (i) | — | | 264 | |
| Equity in loss of equity method investees | 64 | | — | | | — | | 64 | |
| Net income | 1,530 | | (516) | | | — | | 1,014 | |
| Less: Net (income) loss attributable to noncontrolling interests | — | | — | | | — | | — | |
| Net income attributable to S&P Global Inc. | $ | 1,530 | | $ | (516) | | | $ | — | | $ | 1,014 | |
| | | | | |
Note - Totals may not sum due to rounding
(a) S&P Global’s Pro Forma Combined Condensed Statement of Income. The pro forma includes SPGI and IHS Markit on a calendar year
basis.
(b) Addback S&P Global and IHS Markit’s retention bonuses of $3 million.
(c) To eliminate the impact of the unvested portion of IHS Markit’s RSUs and PSUs, reflecting the increase in value as if the transaction
occurred as of January 1, 2021 in the amount of $19 million.
(d) Add back of deferred commissions of $2 million that were eliminated due to the revaluation of customer acquisition costs.
(e) Add back of S&P Global and IHS Markit’s depreciation related to IHS Markit’s capitalized software of $25 million.
(f) To eliminate the amortization expense related to the intangible assets acquired from IHS Markit of $122 million.
(g) Addback of incremental acquisition-related transaction costs by S&P Global and IHS Markit which were incurred and recognized in Q1 2022 of $434 million.
(h) To eliminate the adjustment to interest expense associated with the increase in IHS Markit’s debt to fair value.
(i) To eliminate the income tax expense associated with the pro forma adjustments and performance adjustments, respectively.
(j) To record performance adjustments of $510 million, net against each respective segment where costs were incurred.
