SPGI 8-K
S&P Global Inc. (SPGI)
8-K
2020-03-26
For: 2020-03-26
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Added on
April 09, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: March 26, 2020
(Exact Name of Registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File No.) | (IRS Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(212 ) 438-1000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
Class | Trading Symbol | Name of Exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 and 7.01. Results of Operations and Financial Condition and Regulation FD Disclosure
In the first quarter of 2020, S&P Global Inc. (the “Registrant” or the "Company") changed its allocation methodology for allocating its centrally managed technology-related expenses to its reportable segments to more accurately reflect each segments respective usage. There was no impact on the Company's historical consolidated balance sheets, consolidated statements of income, and consolidated statements of cash flows as a result of this change.
The Company is furnishing this Form 8-K to provide investors with historical segment financial information that is consistent with its new allocation methodology. Exhibit 99 provides unaudited segment financial information which reflects the allocation methodology change to technology-related expenses for each of the four quarters and the full years of 2019 and 2018 and does not represent a restatement of the Company's previously issued consolidated financial statements.
The recast financial information is attached as Exhibit 99 to this Form 8-K and is incorporated in this Item 2.02 and Item 7.01 by reference. Pursuant to general instruction B.2 to Form 8-K, the information furnished pursuant to Items 2.02 and 7.01, including Exhibit 99, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
The information in this Form 8-K shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
Use of Non-GAAP Financial Measures
Non-GAAP financial measures contained in the exhibits to this report are derived from the Company's financial statements. This Non-GAAP information is provided in order to allow investors to make meaningful comparisons of the Company's operating performance between periods and to view the Company's business from the same perspective of Company management. The Company has included reconciliations of these non-GAAP financial measures to the most directly comparable financial measure calculated in accordance with GAAP on Exhibit 99.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is furnished with this report:
(104) Cover Page Interactive Data File (formatted as Inline XBRL)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 8-K Report to be signed on its behalf by the undersigned hereunto duly authorized.
S&P Global Inc. | ||||
/s/ | Alma Rosa Montanez | |||
By: | Alma Rosa Montanez | |||
Assistant Corporate Secretary & Associate General Counsel | ||||
Dated: March 26, 2020
INDEX TO EXHIBITS
Exhibit Number
(104) Cover Page Interactive Data File (formatted as Inline XBRL)
S&P Global
Recast of 2019 and 2018 Results to Reflect the Allocation Methodology Change to Technology-Related Expenses
Periods Ended December 31, 2019 and 2018
(unaudited, dollars in millions) | 2019 | |||||||||||||||||||||||
Q1 | Q2 | Q3 | Q4 | Full Year | ||||||||||||||||||||
Ratings | Operating Profit as Previously Reported | $ | 363 | $ | 455 | $ | 472 | $ | 473 | $ | 1,763 | |||||||||||||
Net Impact from Allocation Methodology Change | 5 | 5 | 5 | 5 | 20 | |||||||||||||||||||
Operating Profit | 368 | 460 | 477 | 478 | 1,783 | |||||||||||||||||||
Non-GAAP Adjustments (a) | — | 11 | — | — | 11 | |||||||||||||||||||
Deal-Related Amortization | 1 | 1 | — | — | 2 | |||||||||||||||||||
Adjusted Operating Profit | $ | 369 | $ | 472 | $ | 477 | $ | 478 | $ | 1,796 | ||||||||||||||
Market Intelligence | Operating Profit as Previously Reported | $ | 145 | $ | 147 | $ | 171 | $ | 145 | $ | 607 | |||||||||||||
Net Impact from Allocation Methodology Change | (11 | ) | (10 | ) | (10 | ) | (10 | ) | (41 | ) | ||||||||||||||
Operating Profit | 134 | 137 | 161 | 135 | 566 | |||||||||||||||||||
Non-GAAP Adjustments (b) | — | 1 | (22 | ) | 8 | (13 | ) | |||||||||||||||||
Deal-Related Amortization | 18 | 19 | 19 | 19 | 75 | |||||||||||||||||||
Adjusted Operating Profit | $ | 153 | $ | 157 | $ | 157 | $ | 162 | $ | 629 | ||||||||||||||
Platts | Operating Profit as Previously Reported | $ | 94 | $ | 107 | $ | 132 | $ | 105 | $ | 438 | |||||||||||||
Net Impact from Allocation Methodology Change | 5 | 4 | 4 | 5 | 19 | |||||||||||||||||||
Operating Profit | 99 | 111 | 136 | 110 | 457 | |||||||||||||||||||
Non-GAAP Adjustments (c) | — | 1 | (27 | ) | — | (26 | ) | |||||||||||||||||
Deal-Related Amortization | 3 | 3 | 2 | 2 | 12 | |||||||||||||||||||
Adjusted Operating Profit | $ | 103 | $ | 116 | $ | 112 | $ | 112 | $ | 443 | ||||||||||||||
Indices | Operating Profit as Previously Reported | $ | 149 | $ | 162 | $ | 161 | $ | 157 | $ | 630 | |||||||||||||
Net Impact from Allocation Methodology Change | 1 | 1 | 1 | — | 2 | |||||||||||||||||||
Operating Profit | 150 | 163 | 162 | 157 | 632 | |||||||||||||||||||
Deal-Related Amortization | 1 | 1 | 1 | 1 | 6 | |||||||||||||||||||
Adjusted Operating Profit | $ | 151 | $ | 164 | $ | 163 | $ | 159 | $ | 637 | ||||||||||||||
(unaudited, dollars in millions) | 2018 | |||||||||||||||||||||||
Q1 | Q2 | Q3 | Q4 | Full Year | ||||||||||||||||||||
Ratings | Operating Profit as Previously Reported | $ | 408 | $ | 369 | $ | 395 | $ | 357 | $ | 1,530 | |||||||||||||
Net Impact from Allocation Methodology Change | 6 | 6 | 6 | 6 | 24 | |||||||||||||||||||
Operating Profit | 414 | 375 | 401 | 363 | 1,554 | |||||||||||||||||||
Non-GAAP Adjustments (a) | — | 73 | — | 9 | 82 | |||||||||||||||||||
Deal-Related Amortization | — | 1 | 1 | 1 | 2 | |||||||||||||||||||
Adjusted Operating Profit | $ | 415 | $ | 449 | $ | 402 | $ | 373 | $ | 1,637 | ||||||||||||||
Market Intelligence | Operating Profit as Previously Reported | $ | 110 | $ | 127 | $ | 147 | $ | 161 | $ | 545 | |||||||||||||
Net Impact from Allocation Methodology Change | (11 | ) | (11 | ) | (12 | ) | (12 | ) | (46 | ) | ||||||||||||||
Operating Profit | 99 | 116 | 135 | 149 | 500 | |||||||||||||||||||
Non-GAAP Adjustments (b) | — | — | 2 | 5 | 7 | |||||||||||||||||||
Deal-Related Amortization | 18 | 18 | 19 | 18 | 73 | |||||||||||||||||||
Adjusted Operating Profit | $ | 117 | $ | 135 | $ | 156 | $ | 173 | $ | 580 | ||||||||||||||
Platts | Operating Profit as Previously Reported | $ | 90 | $ | 98 | $ | 98 | $ | 97 | $ | 383 | |||||||||||||
Net Impact from Allocation Methodology Change | 5 | 5 | 5 | 5 | 19 | |||||||||||||||||||
Operating Profit | 95 | 103 | 103 | 102 | 401 | |||||||||||||||||||
Deal-Related Amortization | 5 | 4 | 4 | 4 | 18 | |||||||||||||||||||
Adjusted Operating Profit | $ | 99 | $ | 107 | $ | 107 | $ | 106 | $ | 419 | ||||||||||||||
Indices | Operating Profit as Previously Reported | $ | 149 | $ | 137 | $ | 135 | $ | 143 | $ | 563 | |||||||||||||
Net Impact from Allocation Methodology Change | — | — | 1 | 1 | 3 | |||||||||||||||||||
Operating Profit | 149 | 137 | 136 | 144 | 566 | |||||||||||||||||||
Deal-Related Amortization | 1 | 1 | 1 | 1 | 6 | |||||||||||||||||||
Adjusted Operating Profit | $ | 150 | $ | 139 | $ | 137 | $ | 145 | $ | 571 | ||||||||||||||
Note - Totals presented may not sum due to rounding.
(a) Q2 2019 and full year 2019 includes employee severance charges of $11 million. Q2 2018 and full year 2018 includes legal settlement expenses of
$73 million. Q4 2018 and full year 2018 includes employee severance charges of $8 million and legal settlement expenses of $1 million.
(b) Q2 2019 and full year 2019 includes employee severance charges $1 million. Q3 2019 and full year 2019 includes a gain on a disposition of $22
million. Q4 2019 and full year 2019 includes employee severance charges of $4 million and acquisition-related costs of $4 million. Q3 2018 and full
year 2018 includes restructuring charges related to a business disposition and employee severance charges of $2 million. Q4 2018 and full year 2018
includes employee severance charges of $5 million.
(c) Q2 2019 and full year 2019 includes employee severance charges of $1 million. Q3 2019 and full year 2019 includes a gain on disposition of $27
million.