S&P Dow Jones Indices Corporate Actions: Policies & Practices

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1 S&P Dow Jones Indices Corporate Actions: Policies & Practices July 2012 S&P Dow Jones Indices: Index Methodology

2 Table of Contents Table of Contents 1 Introduction 4 Rights Offerings (or Rights Issues ) 5 Definitions 5 Terms 7 Life Cycle of a Rights Offering 9 S&P Indices Calculation of Rights Offerings 10 Equal Weighted and Modified Market Cap Weighted Indices 12 Warrants, Options, Convertible Bonds 13 S&P Indices Treatment of Rights Offerings 14 Spin-Offs 17 Definitions & Terms 17 Scenarios 20 Treatment of Spin-Offs in Certain Equal Weighted and Modified Market Cap Weighted Indices 23 Spin-Offs: S&P Indices Treatment 25 Index Committee 27 Domiciles 28 Background 28 Issues 28 Policy 28 Share and IWF Updates 31 Summary 31 Policy 31 Rebalancing Guidelines 32 Multiple Share Classes 33 Investible Weight Factor (IWF) 33 Degree of Freedom 34 S&P/TSX Canadian Indices: An Exception 37 S&P Dow Jones Indices Corporate Actions: Policies & Practices 1

3 Mergers & Acquisitions 38 Definitions & Terms 38 Additions and Deletions 42 Mergers & Acquisitions 43 Dividends, Stock Splits and Consolidation 48 Definitions & Terms 48 Special Dividends 50 Hybrid Dividends 50 Scrip Dividends 51 Dividend Treatment for ADRs and GDRs 52 Regional Variations in the Treatment of Cash Dividends 52 Foreign Exchange Conversions for Dividends 54 Dividend Not Quoted Ex by the Exchange 55 Bonus Issues of Shares Not Entitled To Cash Dividend 56 Total Return and Net Return Indices 57 Unexpected Exchange Closures 58 Full Day Exchange Closure 58 Partial Day or Early Exchange Closure 58 Treatment of Corporate Actions 58 Rebalancing 58 Stock Suspensions 60 Long Term Stock Suspensions 60 Short Term Stock Suspensions 60 Error Correction 61 Error Correction Policy for S&P Equity Indices 61 Index Governance 63 Index Committee 63 Index Policy 64 Announcements 64 Appendix 65 S&P Dow Jones Indices Corporate Actions: Policies & Practices 2

4 S&P Contact Information 66 Disclaimer 67 S&P Dow Jones Indices Corporate Actions: Policies & Practices 3

5 Introduction This document covers corporate action treatment, per S&P Dow Jones Indices equity indices policies and practices. To understand and successfully use indices for investment analyses, it is important to know how adjustments are made, when different kinds of corporate actions occur, and S&P Dow Jones Indices treatment of these events. Our goal is to provide transparency and offer consistency in our global treatment of corporate actions, to the greatest extent possible. Please note, however, that local market practices may dominate major decisions, so we will have general approaches with exceptions and/or special rules that pertain to certain markets. To the extent possible, the implementation and timing is the same across all S&P branded indices. S&P Dow Jones Indices Corporate Actions: Policies & Practices 4

6 Rights Offerings (or Rights Issues ) Definitions Rights Offering: An event in which existing shareholders are given the right to buy a specified number of additional shares from a company, at a specified price ( rights or subscription price), within a specified time ( subscription period ). A rights issue is offered to all existing shareholders individually and may be accepted in full, accepted in part or rejected. A right to a share is generally issued as a ratio to shares held (e.g. 1:3 rights issue, meaning a right to buy one new share for every three shares owned). Rights issues may be underwritten. The role of the underwriter is to guarantee that the company will raise a minimum amount of capital. Typical terms of an underwriting require the underwriter to subscribe to any shares offered to, but not taken up by, shareholders. Underwriters and subunderwriters may be governments, financial institutions, stockbrokers, major shareholders of the company or any other party. Open Offering: Open offers have been most commonly recognized in the UK. These are a type of UK equity placing where existing shareholders are offered the opportunity to buy shares at a discounted rate to the market price. This is almost always accompanied by an equity placing available to all investors. Open offers are non-renounceable. Shareholders must either take up the offer or let them lapse. Once the offer has expired, it no longer exists. The shareholders have an entitlement, rather than a tradable right, to subscribe to new shares. For this reason, an open offer is sometimes referred to as an entitlement issue. Any entitlement that is not taken up simply expires. Open offers are not transferable (tradable) on the open market. As in the case of rights, open offer issues may or may not be underwritten. Renounceable Rights Offering: The rights issued to an existing shareholder are transferable on the open market, and are able to be sold separately from the share to other investors during the life of the right. Renounceable rights are referred to as transferable in the US or tradable in other markets. All three of these terms renounceable, transferable and tradable are used interchangeably throughout this document. Non-Renounceable Rights Offering: The rights issued as part of the offering cannot be traded. Shareholders must either take up the rights or let them lapse upon expiration. Once the rights have expired, they no longer exist. Also referred to as non-transferable or non-tradable. S&P Dow Jones Indices Corporate Actions: Policies & Practices 5

7 Accelerated Rights/Entitlement Offering: This is most commonly used in Australia, but is also gaining popularity in Singapore and the UK. This type of rights offering grants the issuer quick access to capital markets without disadvantaging smaller investors. The institutional component of the offer is conducted during a trading halt and the company generally resumes trading on an ex-rights/entitlement basis within 3-5 trading days. Retail investors generally have 2-3 weeks to decide to take up the offer. Also known as Jumbo s, RAPIDS, and AREO s. Features (some or all of the following features may be present): The stock is suspended when the rights offering is announced. The offer made to institutional holders typically occurs before retail holders institutional investors are asked to subscribe on the same day vs. retail investors, who are given more time to consider the issues (usually within two weeks of the original offering.) The offer can be conducted on a renounceable or non-renounceable basis. A capital raising announcement may be combined with the offering. Pro-rata Accelerated Institutional, Tradable Retail Entitlement Offering: This type of entitlement offering grants the issuer quick access to capital markets. It comprises an accelerated institutional entitlement offer and a tradable retail entitlement offer. The institutional component of the offer is conducted as an AREO (see above); retail investors have the option to sell their entitlement on the open market, take up the offer or let their entitlement lapse. This is also known as a PAITREO. Features (some or all of the following features may be present): The stock is suspended when the entitlement offering is announced. The offer made to institutional holders is conducted as an Accelerated Rights/Entitlement Offering during the trading halt period. Any renounced right/entitlements are sold through a book building process. The offer made to retail holders is conducted as a Renounceable Rights/Entitlement Offering whereby the right/entitlements are tradable. Poison Pill Rights: These are commonly seen in US markets. This is a defensive strategy used by companies faced with a hostile takeover. The target company issues rights to existing shareholders to acquire a large number of common shares. These rights can be exercised if anyone acquires more than a set amount of the target company's stock. This dilutes the percentage of the target owned by the bidder, and makes it more expensive to acquire control of the target. Analysts can ignore poison pill rights. We do not recognize these rights. S&P Dow Jones Indices Corporate Actions: Policies & Practices 6

8 In-the-money: If the rights or open offer price represents a discount to the price of the stock following the close of trading on the day before the ex-date, then the offer is said to be "in-themoney". Out-of-the-money: If the rights or open offer price is greater than or equal to the stock price on the day before the ex-date, then the offer is said to be "out-of-the-money". Terms Ex-date: The starting date where a security is traded without the previously declared rights. After the ex-date, a stock is said to trade ex-rights. Ex-rights: The shares no longer have the rights offering attached to them. Expiration Date: The end of the subscription period; the last day that the rights can be exercised. This is also known as the renunciation date in some markets. Record Date: The date that is used to determine the holders who are entitled to the offering. Subscription Period: The period during which it is possible to exercise the right by paying the subscription price. Also, renounceable rights are available for trading during the subscription period. When the subscription period ends (on the expiration date ), those rights not yet subscribed will expire at zero value. Subscription Price: Also known as the offer price or rights price. This is the price at which existing shareholders can purchase the new shares. Theoretical Ex-Rights Price (TERP): This is the theoretical price of a stock after a new rights issue. This is also referred to as the Adjusted Price throughout this document. S&P Dow Jones Indices Corporate Actions: Policies & Practices 7

9 Terms Used Interchangeably across S&P Indices We are attempting to standardize terms used in our documents. However, due to local market terminologies, analysts might come across different regions or groups using different terms to describe the same item. Here is a list of commonly used terms and their synonyms: COMMONLY USED TERM Adjusted Price Dividend Disadvantage, Dividend Difference Expiration Date Market Value of the Stock Non-Renounceable Price Adjustment Factor (PAF) Renounceable Rights Offering broad term used to describe all kinds of rights (renounceable and nonrenounceable) Subscription Price Underwritten Value of the Rights INTERCHANGEABLE TERMS USED/ MEANING OF THE TERM TERP (Theoretical Ex-Rights Price); Ex-Rights Price, Theoretical Open Price, Next Day Open Price Future dividend amount that new shares are not entitled to Renunciation Date Cum Price or Cum Rights Price. This is the closing price on the day before the rights ex-date Non-Tradable, Non-Transferable, Open Offer (in the UK) Dilution Factor Tradable, Transferable Entitlement Offer (used in AU for non-renounceable rights); Open Offer (used in UK for non-renounceable rights) Offer Price, Rights Price (please note that in our Australian indices, the price at which the additional rights line is added to the index for renounceable rights is referred to as the Rights Price ), Application Money (in AU) Guaranteed (in North America) Price Adjustment, Price Adjustment Amount, Implied Rights Value S&P Dow Jones Indices Corporate Actions: Policies & Practices 8

10 Life Cycle of a Rights Offering Ex-date-1: At the close of the market, registered shareholders are entitled to participate in the rights offering Ex-date: At the market open, the stock is trading excluding the right. In most markets, the subscription period usually begins on the rights ex-date. Subscription period: At any time in the subscription period, it is possible to exercise the right by paying the subscription price. Also, renounceable rights are available for trading during the subscription period. Expiration date: The end of the subscription period. If subscription payments have not been made by this time, the right lapses. Expiration date +1: Shareholders who have subscribed to the offering are entitled to the new shares issued. S&P Dow Jones Indices Corporate Actions: Policies & Practices 9

11 S&P Indices Calculation of Rights Offerings STEP 1: Determine if the rights offering is in-the-money or out-of-the-money: If the subscription price < the stock closing price on the day before the ex-date, then the rights offering is in-the-money If the subscription price the stock closing price on the day before the ex-date, then the rights offering is out-of-the-money In several cases with rights offerings, the new shares are not entitled to a future dividend. If a future dividend is announced by the day before the ex-date of the rights, the dividend amount has been confirmed and we are certain that the newly created shares as a result of the rights offering are not entitled to the dividend, we use the following rule to determine if a rights is in-the-money or not: If the subscription price + dividend < the stock closing price on the day before the ex-date, then the rights offering is in-the-money If the subscription price + dividend the stock closing price on the day before the ex-date, then the rights offering is out-of-the-money STEP 2: If the rights is in-the-money, apply the price and share adjustment S&P Indices practice is to only recognize rights or open offers that are in-the-money. The assumption is that our main clients are long-only indexers and, as rational investors, they will exercise any rights that are in-the-money to mimic the index and keep tracking error minimized. Indexers will not exercise issues that are out-of-the-money, as they are trading at a premium to the current market price. If the rights offering is out-of-the-money, then no action is undertaken to match the corporate action for index purposes, as a rational investor would not subscribe to the rights issue. This is valid even if the issue is underwritten or guaranteed rights offering. Any subsequent shares issued are classified as a placement, for index management purposes, and adjusted after the end of the subscription period, during the weekly share updates, if the share change is greater than 5%. For share changes less than 5%, the adjustment is made at the quarterly rebalancing. If the rights offering is in-the-money, the share adjustment is made irrespective of whether it is greater than or less than 5% (since it is a corporate action driven event). The price adjustment is always applied on the ex-date using the following calculation: S&P Dow Jones Indices Corporate Actions: Policies & Practices 10

12 Price adjustment calculation: Value of the Rights = {Market Value of the Stock (Subscription Price + Dividend)}/ (Number of Rights required to purchase 1 share + 1) Price Adjustment Factor = (Market Value of the Stock - Value of the Rights)/ Market Value of the Stock Adjusted Price or Theoretical Ex-Rights Price (TERP) = Market Value of the Stock * Price Adjustment Factor = Market Value of the Stock Value of the Rights **Please note that the Market Value of the Stock is the previous day s closing price (previous day to the rights ex-date). This is also referred to as Cum Rights Price in some markets. If there is no upcoming dividend or newly added shares are entitled to a future dividend, the Dividend amount in the formula is zero. If the new shares are not entitled to the dividend, we add the dividend amount to the subscription price. This applies to regular and special dividends. When new shares from the subscription of rights are not entitled to the next dividend, we add the dividend amount to the subscription price for the rights issue calculation. This leads to a lower calculated value for the rights and, thus a higher price adjustment factor. On the dividend exdate, we recognize the full amount of the dividend based on the post-rights issue number of shares. For market-cap weighted indices, the index underperformance on the rights ex-date will be cancelled out by the index over-performance on the dividend ex-date. Example 1: SP AUSNET (SPN.AX). For SPN.AX s (May 2009) rights offer, the full AU$ distribution (AU$ cash dividend + AU$ capital return) was used in the TERP calculation of SPN.AX. We added this amount to the SPN.AX rights subscription price of AU$ We did not dilute the cash dividend and capital return on the dividend ex-distribution date. Example 2: A 7:5 rights offering (i.e., the right to buy seven new shares for every five shares owned) at a subscription price GBP 1.50 and the market value of the stock on previous day s close is GBP 3.34; no future dividend has been announced. Value of Rights = {3.34 ( )}/ {(5/7) + 1} = GBP Price Adjustment Factor = ( )/ 3.34 = Adjusted Price or TERP = 3.34 * = GBP OR Adjusted Price or TERP = = GBP S&P Dow Jones Indices Corporate Actions: Policies & Practices 11

13 Example 3: A 7:5 rights offering at a subscription price of GBP 1.50 and the market value of the stock on previous day s close is GBP 3.34; a future dividend for the amount GBP 0.50 is declared, but the new shares are not entitled to this dividend Value of Rights = {3.34 ( )}/ {(5/7) + 1} = GBP Price Adjustment Factor = ( )/ 3.34 = Adjusted Price or TERP = 3.34 * = GBP OR Adjusted Price or TERP = = GBP Note: To determine if the rights offering is in-the-money and for the calculation of the price adjustment amount, we need to know if the new shares from the rights are eligible for the dividend. If these shares are not eligible for the dividend, then the calculation involved is shown above. To determine whether or not the rights are in-the-money, we should always add the dividend amount to the subscription price and check if that is greater than or less than the closing price of the stock on the day before the ex-date. However, we add a caveat that the dividend needs to be added to the subscription price for calculating the value of the rights only if the new shares will be in the index on (or before) the dividend ex-date. For example: Rights Offer ex-date: July 27, 2011 Share Increase date: July 27, 2011 Dividend ex-date: August 12, 2011 The action does require the dividend to be added to the subscription price because the new noneligible shares will be in the index on the dividend ex-date. Equal Weighted and Modified Market Cap Weighted Indices When a stock trading in an equal weighted index has a rights or open offering, there are no market cap changes between the close and adjusted close files (i.e., the weight of the company stays the same, per index methodology). So, either the IWF or the AWF will be adjusted to offset any potential market cap changes, bringing the security back to its weight before the rights offering. Certain Strategy indices follow the modified market cap weighted methodology. For such indices, in the event of a rights offering, the treatment is exactly the same as the one for equal weighted indices. The price adjustment is accompanied by an index shares change so that the company s weight remains the same as its weight before the rights offering. No divisor adjustment is made. S&P Dow Jones Indices Corporate Actions: Policies & Practices 12

14 Refer to the individual index methodology for more information on the specific treatment for a particular index. Warrants, Options, Convertible Bonds We do not add securities like warrants, options, or convertible bonds to our equity indices. In certain instances, depending on the offer terms, we might recognize warrants, options, convertible bonds, and rights to subscribe to other securities. If all the information to calculate the price adjustment for warrants, options, convertible bonds, loan stocks or other securities is available, we make the price adjustment on the rights ex-date. The share increase, where applicable, is done at a later time, when information is available and has been reviewed. Warrants and rights are both issued by the company and sometimes trade on the market separately from the company s stock. The main difference lies in their lifespan. Rights usually expire after a few weeks, while warrants typically continue for several years. S&P Dow Jones Indices Corporate Actions: Policies & Practices 13

15 S&P Indices Treatment of Rights Offerings For all markets - Developed, Emerging & Frontier - irrespective of whether the rights are renounceable or not, or fully underwritten or not. Price adjustments are applied at the opening of the rights ex-date as per the calculations shown earlier in this document. Share changes are also applied at the full rights ratio at the opening of the rights ex-date. If the rights are undersubscribed or oversubscribed, the corresponding share adjustments are made at the next quarterly share rebalancing, if the change is less than 5%. If the change in float-adjusted shares is greater than 5%, these changes might be made sooner, at S&P Indices discretion, with a 3-5 days notice. If the new shares are not entitled to a future dividend, which has been announced and where the amount is known, the price adjustment calculation will reflect the dividend (we will add the dividend amount to the subscription price). This applies to both ordinary and special dividends. Please see calculations shown earlier in this document. Exceptions to this rule: Australia. For this market, S&P Indices follows the local practice for renounceable and nonrenounceable accelerated and traditional rights offerings as described below. (i) Renounceable Rights (Traditional) Adjust the headline stock price on the ex-date Add the rights class to the index with new shares at the Theoretical Ex-Rights Price (TERP) of the headline stock minus the Subscription Price When the rights class converts to fully paid ordinary shares, drop the rights class and increase the shares in the headline stock at the last trade price. (ii) Renounceable Rights (Accelerated) Institutional investors are able to renounce the offer during the trading halt and the entitlement is then sold through a bookbuild process. There is no additional stock line created. It is essentially treated the same as a non-renounceable accelerated offer. Price adjustment on the ex-date Share change on the ex-date applying the rights ratio/terms (iii) Non-Renounceable Rights (Traditional) Less frequent in the Australian markets Price adjustment on the ex-date Share change on the ex-date applying the rights ratio/terms S&P Dow Jones Indices Corporate Actions: Policies & Practices 14

16 (iv) Non-Renounceable Rights (Accelerated) The most common type of rights offerings seen in Australia Trading halts when the rights offering is announced There is an institutional and retail component of the rights. Institutional investors typically have one day during the trading halt to exercise their rights. Retail investors are given an extended period of time. Ex-date is the date that trading resumes Price adjustment on the ex-date Share change applied on the ex-date applying the rights ratio/terms Accelerated Rights Offering Accelerated Rights may come in two parts institutional (accelerated) and retail (traditional). For all purposes, the index is adjusted on the ex-date at the full rights ratio. If there is an over allocation in the index, a share adjustment is made to bring shares back into line at the next quarterly share rebalancing. Current treatment is as follows: Known Price: If the subscription price is known in advance, we adjust price and shares on the ex-date. Unknown Price: If the price is determined in a bookbuild or some other facility and released after the ex-date, we treat this as a placement (secondary offering). Shares increase at the full ratio with a 3-5 day notice, with no price adjustment. US Transferable Rights. For US transferable rights, S&P Indices uses the when-issued trading price for the rights line to determine the price adjustment amount. The value of the right is determined by using the market value of the right, if available. We use the when-issued price of the rights trading line and subtract that amount times the ratio from the underlying to get the new price of the underlying. If there is no market value available, we calculate the value of the rights as discussed earlier in this document. Price Adjustment Hierarchy (1) Market price inputs (when issued prices are used to calculate price adjustment for transferable rights). (2) Our calculation published earlier in this document (for non-transferable rights). UK Open Offers. Open Offers are a type of UK equity placing where existing shareholders are offered the opportunity to buy shares at a discounted rate to the market price. These rights are non-renounceable. Open offers are often accompanied by an equity placing available to all investors at the same discounted price preferentially available to existing shareholders. Both events are normally announced on the ex-date of the open offer. S&P Dow Jones Indices Corporate Actions: Policies & Practices 15

17 S&P Indices recognizes that there is no additional value to being a shareholder prior to the offer, as there is equal value available to other market participants. Our treatment of UK Open Offers is to not apply a price adjustment for such transactions. We apply the share change after the end of the subscription period as part of our weekly share changes (refer to chapter on Share & IWF Updates), if the share change is greater than 5%. For share changes less than 5%, the adjustment is made at the quarterly rebalancing. Subscription price is not known until after the ex-date. In certain markets, the subscription price is not known on the ex-date and sometimes provided well after the ex-date has passed. In Singapore, for example, in some instances, a subscription price range is provided, instead of a fixed subscription price, and there is no definite subscription price at the market close of the day before the rights ex-date. We have come across similar cases in Chile and other emerging markets. In the US, there have been instances where the subscription price and ratio were not known until the ex-date had passed. In all such cases, we treat this as a book build/placement issue and apply a share change to the full extent of the rights ratio at the opening of the first business day following the expiration date. The share change is applied only if the rights is in the money when the terms are disclosed. No price adjustment is made. Other. In instances where high profile banks or companies are involved, or the Government is underwriting shares, we reserve the right to alter the general treatment with sufficient notice to clients. S&P Dow Jones Indices Corporate Actions: Policies & Practices 16

18 Spin-Offs Definitions & Terms Spin-off: When a corporation divests a subsidiary or division to create a new, independent company. The spun-off company takes assets, intellectual property, technology, and/or existing products from the parent organization and forms its own private or publicly listed company. Shares of the new organization are distributed to the equity shareholders of the parent organization, at a ratio established by the parent, to keep or sell at their discretion. The new company formed by this divestiture is called the spun-off entity. Spin-offs may also be referred to as demergers. Carve-out: This is also referred to as a partial spin-off. In the case of a carve-out, the parent company sells a minority stake in a subsidiary to the public through an IPO. Example: In 2001, Phillip Morris equity carve-out of a portion of its ownership in Kraft Foods resulted in one of the largest initial public offerings in US history. Kraft was wholly owned by Phillip Morris prior to this IPO. Subsequent to the carve-out, Phillip Morris owned less than 50% of Kraft. Split-off: In a split-off, the existing shareholders of the parent company must relinquish their shares in the parent company to receive shares in the subsidiary. The key difference between a spin-off and a split-off is that, in the case of the latter, the shareholders need to act either opt in for the split-off and give up their shares in the parent company to receive shares in the subsidiary, or do nothing and keep the shares of the parent company. In a spin-off, existing shareholders in the parent company do not need to trade or take any action (unless they choose to). They automatically receive shares in the subsidiary. Example 1: Kraft Foods split-off its Post cereal business in August 2008 into a separate company, Cable Holdco., which then immediately merged with Ralcorp Holdings (NYSE: RAH). Holders of Kraft stock had the option of exchanging any or all of their Kraft shares for shares in the new Ralcorp at the exchange ratio. Example 2: Procter & Gamble split-off its Folgers coffee assets, which were merged with J.M. Smucker (also in 2008). S&P Dow Jones Indices Corporate Actions: Policies & Practices 17

19 When-Issued Trading: When-issued trading is the trading of securities that takes place before the securities are issued. When-issued markets, a short form of when, as, and if issued, are active in price discovery for new securities. The term refers to a conditional security that is authorized for issuance, but not yet actually issued. All when issued transactions occur on an if and when basis and are settled if and when the actual security is issued. Regular Way Trading: Trading after a security has been issued. In-Specie: This term is Latin for in its actual form and is used often in spin-off related discussions. It implies that the distribution of an asset will be in its actual form rather than in cash or other forms. In-Specie distribution is made when cash is not readily available and allocating the physical asset is the better alternative. A stock dividend is an example of an in-specie distribution. Spin-off Ratio: Also referred to as the Distribution Ratio. This is the ratio of new shares in the spun-off entity to the existing shares in the parent company. For instance a 2:3 (or 2 per 3) spinoff ratio implies that existing shareholders will receive two shares in the spun-off entity for every three shares they hold of the parent company. Distribution Date: In the context of a spin-off, this is the date on which the spun-off entity shares are distributed. This is sometimes referred to as the payable date. Ex-Distribution date: The date on which the parent security is first traded without the right to receive the distribution. Shareholders who own the parent security prior to the ex-date will receive shares in the spun-off entity. Investors who purchase the parent stock on or after the exdate will not receive shares in the spun-off entity. In most, but not all, cases the ex-distribution date will be the day after the payable date. Record Date: The date that is used to determine the holders who are entitled to a distribution or offering. Settlement Date: The date that the securities must be delivered and paid for to complete a transaction. Form 10-12B: Most US domiciled spin-offs file a Form 10-12B with the SEC. This is a security registration form related to securities created as a result of a spin-off. There are three major portions of the 10-12B form (a) Letter to Shareholders from Parent Company. This provides a history of the parent company, their reason for the spin-off, and other relevant information; S&P Dow Jones Indices Corporate Actions: Policies & Practices 18

20 (b) Information Statement. This section contains all the relevant information for shareholders and other investors. Occasionally, portions of this section will be left blank and amended (with 10-12B/A filings) at a later time; and (c) Financial Information. This section contains all the financial information, including pro-forma statements. These statements show what the financials would look like if the spun-off division were its own company in the past. S&P Dow Jones Indices Corporate Actions: Policies & Practices 19

21 Scenarios For index calculation purposes spin-offs present two decisions. Firstly, does the spin-off have a market determined price; and secondly, does the original company, the spun-off company, both or neither retain membership in the index? To answer the first question, we begin by drawing a distinction between the scenarios that we have identified: Corporate Action Treatment Decision Scenario 1: Company A spins off company B. Company B trades and has a market price Scenario 2: Company A spins off company B. Company B has no market price but is listed to trade either on the ex-date or shortly after. Since Company B has a price, Company A s price is adjusted to reflect the capitalization of Company B being divested. Company B is added to the index at a price of zero, nothing changes with Company A at this time. Once Company B trades, the actions announced as part of the index membership decision will be enacted. Note: If the spin-off has no market price and is not going to be listed in the short-term, or will be a privately held company, we will not recognize this event or make any index adjustments, unless the company or the exchange explicitly provides us with a price estimate. S&P Dow Jones Indices Corporate Actions: Policies & Practices 20

22 Decision Table Listed below are the most commonly observed cases with spin-offs, using the definitions of Scenario 1 and Scenario 2 on the prior page. An attribute index is one in which the constituents are drawn from a headline index through a screen. This relationship is also often referred to as a parent and child index. A is the parent company and B the spun-off entity Scenario A remains in the index, B is deemed ineligible for inclusion Announcement Schedule 3-5 days prior to the expected exdate Headline Index Treatment Scenario 1: Price adjustment for A; drop in index market capitalization and change in divisor Attribute Indices Treatment (GICS, Value/Growth, etc.) Same treatment as the headline index in both scenarios. A remains in the index, B is deemed eligible for inclusion 3-5 days prior to the expected exdate Scenario 2: No price adjustment for Company A; Company B enters the index at zero price & capitalization, no divisor change. Once Company B trades, it is removed from the index at the last traded price. There is a divisor change at this point in time. Scenario 1: Price adjustment for Company A. Company B is added to the index, any previously announced removals to allow for the inclusion of Company B are enacted. Scenario 1: As with the headline index. Scenario 2: No price adjustment for Company A; Company B enters the index at zero price & capitalization, with no divisor change. Scenario 2: Once Company B trades, it is removed from any relevant Company A s attribute indices and is added to Company B s attribute indices. S&P Dow Jones Indices Corporate Actions: Policies & Practices 21

23 Scenario A remains in the index, B is already a member of the index Announcement Schedule Shortly after the spin-off is announced Headline Index Treatment Scenario 1: Price adjustment for Company A; change in share and/or IWF for Company B. Depending on the terms of the spin-off, an overall adjustment in the divisor Attribute Indices Treatment (GICS, Value/Growth, etc.) Scenario 1: Decrease in capitalization & divisor adjustment for Company A s relevant attribute indices. Increase in capitalization & divisor adjustment for Company B s relevant attribute indices. Scenario 2: N/A market price exists Scenario 1: Company A is removed from the index at its closing price, after the market close on the day prior to the spin-off ex-date. Company B is added to the index at its market price; there is a change in index market capitalization & a change in the divisor Scenario 2: N/A A is deemed ineligible to remain in the index however, B is deemed eligible for inclusion 3-5 days prior to the expected ex-date Scenario 1: Company A is removed from its attribute indices and Company B is added to its attribute indices, which may differ from A s. Neither A nor B are eligible to be in the index As soon as possible, after S&P has determined ineligibility Scenario 2: No price adjustment for Company A; Company B enters the index at zero price & capitalization, no divisor change. Once Company B trades, Company A is removed from the index at that day s closing price, with a divisor change. Scenario 1: Remove the company prior to the spin-off becoming effective and replace it with another more eligible company Scenario 2: As with the headline index. Same treatment as the headline index in both scenarios. Scenario 2: Remove the company prior to the spin-off becoming effective and replace it with another more eligible company S&P Dow Jones Indices Corporate Actions: Policies & Practices 22

24 Treatment of Spin-Offs in Certain Equal Weighted and Modified Market Cap Weighted Indices S&P Indices defines a modified market cap weighted index as one where the final weight of an index component is derived with some consideration of the actual market capitalization of the company; but there is some form of maximum market capitalization criterion embedded in the index methodology, which may result in the redistribution of weights across constituents. For modified market cap weighted and equal weighted indices, we keep both the parent and spinoff companies in the index until the next index rebalancing, regardless of whether they conform to the theme of the index. When there is no market-determined price available for the spin, the spin is added to the index at zero price at the close of the day before the ex-date. No price adjustment is applied to the parent and there is no divisor change. All indices undergo a full review with the next rebalancing. However, if (i) the next index rebalancing is more than three months away, and (ii) either the parent company or the spin-off company is clearly not eligible for the particular index then, the spin-offs are reviewed on a case-by-case basis by the Index Committee and the appropriate treatment will be preannounced to clients. In such cases, and when achievable, clients are provided with at least 2-5 days notice to drop either the parent or child company (as applicable in the situation) in a market situation where regular-way trading is available for both the parent and child. o o If a decision is made to keep the spin-off company and drop the parent, because of a determination that the spin-off company is within the theme of the index while the parent no longer meets such requirements, the weight of the parent stock is (1) distributed proportionately across the rest of the index for a modified market cap weighted index or (2) added to the spin-off stock s weight in an equal weighted index. Alternately, if a decision is made to drop the spin-off company and keep the parent, because it has been determined that the parent company is within the theme of the index while the spin-off does not meet such requirements, the weight of the spin-off company is (1) distributed proportionately across the rest of the index for a modified market cap weighted index or (2) added back to the parent stock s weight in an equal weighted index. Affected Indices: All modified market cap weighted (including dividend yield weighted) and equal weighted indices except for those that are based on another fixed count index where the adds and drops follow the parent exactly or it is known that the spin-off will not meet the theme of the index at the next rebalancing (for example, the S&P 500 Equal Weighted Index and the S&P 500 Dividend Aristocrats). These indices will continue to follow the add/drop policy of the parent. S&P Dow Jones Indices Corporate Actions: Policies & Practices 23

25 For the avoidance of doubt, refer to the individual index methodologies for more information on the specific treatment for a particular index. S&P Dow Jones Indices Corporate Actions: Policies & Practices 24

26 Spin-Offs: S&P Indices Treatment Using our earlier descriptions of the two scenarios, S&P Indices treatment follow: (1) A market-determined price is available for the spin-off: These are instances when the spin-off is already trading regular-way or when-issued. In these cases, the price adjustment for the parent is calculated as the (price of the spin-off) * (ratio of the spin-off shares to the parent shares). This is most commonly seen in US markets. (2) No market-determined price is available for the spin-off: This is commonly observed in most non-us markets where there is no when-issued trading for spin-offs, so there is no price discovery mechanism performed by the market. In the when-issued market in the US, it is very easy to find a good estimate for the price of the spun-off company. For most other markets this is often very difficult. If a company is spinning off a division as a new company, both the parent company and the spin are kept in the index until the market has determined a price. This market price can be used for the index adjustment if either the parent or the spin-off is being deleted from the index. Essentially, we add the spun-off company to all the indices of which the parent is a constituent, at a zero price at the market close of the day before the ex-date (with no divisor adjustment), and then remove it at the close of the ex-date at its trading price (with a divisor adjustment). A fund manager tracking the index should sell the spin-off at the close on the ex-date and be able to match the index. In some markets there is a delay between the ex-date and when the spin-off begins to trade. In these cases, the spin-off is in the index during this time. Since it had not yet traded, it is carried at a zero price until trading begins. Using this approach it is usually possible to announce the index adjustment five days in advance, even though the spin-off price is not known until the ex-date. This approach is also used with equal-weighted or modified market-cap weighted indices with adjustments to account for those indices calculation methodologies. What if scenarios: Q: What are the implications (or not) on indices with a fixed number of stocks? A: Indices with fixed number of stocks will carry an extra stock for a day or more. Q: What if, for example, the parent is a constituent of the S&P Global Water index and the spin does not fall in the water category? A: We will still add the spin in the S&P Global Water Index at zero price for a day (or until it begins trading) and then drop it, perhaps waiting until the next rebalancing, as described in the earlier section. S&P Dow Jones Indices Corporate Actions: Policies & Practices 25

27 Q: What if the spin-off doesn t trade for a few days or weeks? A: We hold the spin-off in the index at zero price until trading begins. Q: What if the spun-off entity trades on an ineligible exchange, like the AIM in the UK for example? A: This will depend on the market and Committee decisions. For certain markets, we might decide to not add the spin-off to the index and either put in an estimated price adjustment for the parent or not recognize the spin-of at all. For US OTC markets, we will likely still add the spin-off for one day and then remove it once price discovery is known. Decisions will be made on a case-by-case basis and announced to clients with ample lead time, when possible. Q: Will there be infinite returns reported in our data files for the spun-off stock on the close of the ex-date if we add it at zero price at the close on the day prior to the ex-date and drop it at market price at the close of the ex-date? How will the return of the parent be treated? A: Where a stock is included at zero price and then trades, its return on the day is mathematically infinite. S&P Indices adjusts the % returns field in the constituent (SPC) files to make it zero for the day. Similarly, since the closing price of the parent is not being adjusted downward as of the next day s open to account for the spin-off, the return on the parent for that day could be understated. S&P Indices calculates the return on the parent stock on that day by dividing the total closing index market cap of the parent stock and the spun-off stock by the closing index market cap of the parent stock on the day prior to spin-off. This gives a total return on the combined position of the parent and spin-off stock, and since the return on the spun-off stock is treated as zero for the day, this ensures that the single stock returns presented can be aggregated into the total index return. Q: What happens if the spin-off trades in a different country from the parent? The spin could be trading in a different currency, different time zone and belong to a different country index as well. A: We will still add the spin-off at zero price for a day (or until it starts trading) to all the indices of which the parent is a constituent, and remove it at the end of the first trading day from those indices. Q: What if we decide to keep the spin-off in the index? A: Based on the spin-off policy above and each index s individual methodology, we announce the treatment to clients with a two-to-five advance notice, whenever possible. We add the spin-off after the market close on the day before the ex-date at zero price to all indices of which the parent is a constituent. If we decide to keep the spin-off, we also make any related adjustments to all sector and attribute indices. S&P Dow Jones Indices Corporate Actions: Policies & Practices 26

28 Exception: The only exception to the treatments above is when the spin-off is accompanied by a reverse split. This is very commonly seen in South Korea when companies undergo restructuring, and sometimes in the UK. In South Korea, holding companies often have a reverse split accompanying a spin-off of its operating entity. As a general policy for spin-offs accompanied by reverse splits, where the spin-off is generally the operating entity and larger than the parent, S&P branded indices add the operating entity as a separate company and drop the parent (holding company) if the methodology so dictates. Essentially, if a decision is made to keep the operating entity (spin-off) in the index and drop the parent (holding company), the steps involved are: Parent stock is dropped from the index. Spin-off is added to the index with post-spin shares and prices. If a decision is made to keep the holding company in the index: Parent stock receives a reverse split and price adjustment and remains in the index. Index Committee S&P Index Committees reserve the right to make exceptions in the treatment if the need arises. Announcements are made to clients with sufficient notice should we decide to make an exception to the general rules stated in this document. We might occasionally come across situations where there is no market-determined price available for the spin. However, the exchange or the parent company itself might provide an estimated value for the spin. In such cases, the Committee makes a decision regarding the use of either the zero price method or the estimate published by the exchange or company in question. If liquidity in the when-issued market is a concern, we will make an announcement in advance if we propose to use any other pricing. In some cases, the spun-off entity might not trade on the exdate and we hold it at zero price until it begins trading. In some situations (to be reviewed on a case-by-case basis), we might decide to hold the spin in the index at an estimated price, until it trades. In any scenario where the treatment differs from this document, clients will receive sufficient notice, whenever possible. S&P Dow Jones Indices Corporate Actions: Policies & Practices 27

29 Domiciles Background Domicile does matter. Investors are concerned about which country a company is in and often allocate their portfolios on a country-by-country basis. Companies care where they are placed when an index is constructed because it determines how they are perceived by investors and what companies are considered their peers. Countries also care and may place restrictions on foreign investors holdings. Issues Traditionally index providers (including S&P), analysts and investors had relied on incorporation or registration as the primary determinant of a company s nationality. This determines a company s tax status, the legal structure it follows, and usually affects its corporate structure and governance. Difficulties arise when a company uses its domicile for purposes other than simple legal registration, such as minimizing its taxes or adjusting shareholder rights. This often leads to registrations in domiciles of convenience such as Bermuda, the Cayman Islands, the Channel Islands, Liberia or Panama. Another source of difficulty is companies in emerging or frontier markets which seek developed market legal and tax systems examples include Chinese companies incorporated in Hong Kong or Bermuda. When a domicile of convenience is chosen, additional criteria are needed. Some of the others considered include headquarters location, stock exchange primary listing, opinions of security analysts and investors, geographic sources of revenues, and location of fixed assets or employees. Policy Given these issues, the following is S&P s domicile policy: 1. Unless a company s legal incorporation or registration is a domicile of convenience the incorporation and registration determines its country of domicile. Domiciles of convenience are listed below in the notes. 2. Where the incorporation/registration is in a domicile of convenience, if a company s principal corporate offices and its primary stock exchange listing are in the same country, and security analysts consider the company to be in the same country, that country will be chosen as the company s country of domicile. S&P Dow Jones Indices Corporate Actions: Policies & Practices 28

30 3. Where the factors in paragraph 2 do not agree, the decision will be referred to the Index Committee. 4. Please note, that while a company is assigned a country of domicile based on this policy, individual index methodologies may have other criteria that would exclude it from a headline country index. Please refer to the index methodologies for such additional criteria. 5. This review includes exceptions for China, Russia and Israel. A large number of companies based in China are incorporated and/or listed and traded in other places such as Hong Kong, Singapore, Bermuda (incorporation) or the US (listings) because the Chinese equity markets are not completely open to global investors. These companies have been, and will continue to be, considered Chinese. Numerous Russian companies are similarly incorporated and traded in London, though headquartered in Russia. Israeli companies are sometimes listed on NASDAQ and incorporated in domiciles of convenience. Notes: Domiciles of Convenience: Bermuda Channel Islands (as in British Channel) Gibraltar Islands in the Caribbean (Anguilla, Antigua and Barbuda, Aruba, Bahamas, Barbados, British Virgin Islands, Cayman Islands, Dominica, the Dominican Republic, Grenada, Haiti, Jamaica, Montserrat, Navassa Island, Netherlands Antilles, Puerto Rico, St. Barthlemy, St. Kitts and Nevis, St. Lucia, St. Martin, St. Vincent and Grenadines, Trinidad and Tobago, Turks and Caicos, the Virgin Islands) Isle of Man Luxembourg Liberia Panama Lately we have seen companies being reincorporated in certain European countries such as Cyprus, Ireland, the Netherlands and Switzerland for tax purposes. We do not include these European countries in our domiciles of convenience list; however other factors are considered before determining a country of domicile in such cases (refer to 2 and 3 above) Note that some of the domiciles of convenience have domestic stock exchanges, so a company can be placed in one of these countries if it is incorporated/ registered there. This policy is generally applied to new index additions, because that is when we review a company's domicile to assign it to a country index. However, there have historically been quite a few companies that have been under debate and with no clear consensus throughout the market. In such cases, the S&P Index Committee does reserve the right to review companies on a caseby-case basis. Our goal is to be more transparent in how we assign companies to countries, particularly going forward. S&P Dow Jones Indices Corporate Actions: Policies & Practices 29