What changed in this filing

/stocks — the workspaceLOADING

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

2022-02-08 compared with 2021-02-09 · 261 added, 350 removed, 1266 unchanged (33% of the section changed)

Quantitative and Qualitative Disclosures about Market Risk

Our exposure to market risk includes changes in foreign exchange rates.

We have operations in various foreign countries where the functional currency is primarily the local currency.

Our exposure to market risk includes changes in foreign exchange rates and interest rates.

We have operations in foreign countries where the functional currency is primarily the local currency.

For international operations that are determined to be extensions of the parent company, the U.S.

1 unchanged sentence

We typically have naturally hedged positions in most countries from a local currency perspective with offsetting assets and liabilities.

During the years ended December 31, 2020, 2019 and 2018, we entered into foreign exchange forward contracts in order to mitigate the change in fair value of specific assets and liabilities in the consolidated balance sheet.

These forward contracts are not designated as hedges and do not qualify for hedge accounting.

During the years ended December 31, 2020, 2019 and 2018, we entered into foreign exchange forward contracts to hedge the effect of adverse fluctuations in foreign currency exchange rates.

For the years ended December 31, 2020 and 2019, we entered into cross-currency swap contracts to hedge a portion of our net investment in a foreign subsidiary against volatility in foreign exchange rates.

We have not entered into any derivative financial instruments for speculative purposes.

As of December 31, 2021 and December 31, 2020, we have entered into foreign exchange forward contracts to mitigate or hedge the effect of adverse fluctuations in foreign exchange rates and cross currency swap contracts to hedge a portion of our net investment in a foreign subsidiary against volatility in foreign exchange rates.

During the twelve months ended December 31, 2021, we entered into a series of interest rate swaps to mitigate or hedge the adverse fluctuations in interest rates on our future debt refinancing.

These contracts are recorded at fair value that is based on foreign currency exchange rates and interest rates in active markets;

therefore, we classify these derivative contracts within Level 2 of the fair value hierarchy.

We do not enter into any derivative financial instruments for speculative purposes.

See Note 6 – Derivative Instruments to the Consolidated Financial Statements and Supplementary Data, in the Annual Report on Form 10-K for further discussion.

Consolidated Financial Statements and Supplementary Data

Reports of Independent Registered Public Accounting Firm

Reports of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Statements of Income

15 unchanged sentences

13 Commitments and Contingencies

14 Quarterly Financial Information

Report of Independent Registered Public Accounting Firm

44 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of S&P Global Inc.

as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedule listed in Item 15(a)(2) and our report dated February 9, 2021 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and financial statement schedule listed in Item 15(a)(2) and our report dated February 8, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

58 unchanged sentences

23 ( 23 ) 102

Unrealized gain (loss) on forward exchange contracts 17 ( 2 ) 2

Unrealized (loss) gain on cash flow hedges ( 282 ) 17 ( 2 )

Income tax effect 68 ( 5 ) —

( 214 ) 12 ( 2 )

Comprehensive income 3,059 2,521 2,421

14 unchanged sentences

Prepaid and other current assets 323 264

Assets held for sale 321 —

Total current assets 8,810 5,988

8 unchanged sentences

Other intangible assets, net 1,285 1,352

Asset for pension benefits 359 297

Other non-current assets 399 387

7 unchanged sentences

Other current liabilities 547 551

Liabilities held for sale 149 —

Total current liabilities 3,815 3,587

8 unchanged sentences

authorized - 600 million shares;

2020 - 294 million shares;

2019 - 294 million shares

294 million shares in 2021 and 2020

Additional paid-in capital 1,031 946

2 unchanged sentences

common stock in treasury - at cost:

2020 - 53 million shares;

2019 - 50 shares

53 million shares in 2021 and 2020

( 13,469 ) ( 13,461 )

26 unchanged sentences

Unearned revenue 198 220 256

Accrued legal settlements — ( 1 ) ( 108 )

Other current liabilities ( 45 ) ( 15 ) ( 57 )

15 unchanged sentences

Exercise of stock options 13 16 40

Purchase of additional CRISIL shares — — ( 25 )

Employee withholding tax on share-based payments and other ( 56 ) ( 61 ) ( 66 )

18 unchanged sentences

Share repurchases 75 1,315 ( 1,240 ) ( 1,240 )

Retirement of common stock ( 118 ) ( 118 ) — —

Employee stock plans

( 5 ) ( 57 ) 52 52

Capital contribution from noncontrolling interest ( 36 ) ( 36 ) ( 36 )

Change in redemption value of redeemable noncontrolling interest

( 608 ) ( 608 ) ( 608 )

Increase in CRISIL ownership ( 25 ) ( 25 ) 2 ( 23 )

Stock consideration for Kensho 352 352 352

Other 2 2 1 3

Balance as of December 31, 2019 $ 294 $ 903 $ 12,205 $ ( 624 ) $ 12,299 $ 479 $ 57 $ 536

5 unchanged sentences

Employee stock plans 43 ( 2 ) 45 45

Capital contribution from noncontrolling interest ( 36 ) ( 36 ) ( 36 )

Change in redemption value of redeemable noncontrolling interest ( 532 ) ( 532 ) ( 532 )

Other 2 2 1 3

Balance as of December 31, 2020 $ 294 $ 946 $ 13,367 $ ( 637 ) $ 13,461 $ 509 $ 62 $ 571

3 unchanged sentences

( 743 ) ( 743 ) ( 13 ) ( 756 )

Share repurchases 1,164 ( 1,164 ) ( 1,164 )

Employee stock plans 85 8 77 77

2 unchanged sentences

1 Excludes $ 215 million, $ 181 million and $ 170 million in 2021, 2020 and 2019, respectively, attributable to redeemable noncontrolling interest.

2 Includes opening balance sheet adjustments related to the adoption of the new revenue recognition standard and the reclassification of the unrealized loss on investments from Accumulated other comprehensive loss to Retained income.

See accompanying notes to the consolidated financial statements.

5 unchanged sentences

The capital markets include asset managers, investment banks, commercial banks, insurance companies, exchanges, trading firms and issuers;

and the commodity markets include producers, traders and intermediaries within energy, metals, petrochemicals and agriculture.

and the commodity markets include producers, traders and intermediaries within energy, petrochemicals, metals and agriculture.

Our operations consist of four reportable segments:

4 unchanged sentences

• Indices is a global index provider that maintains a wide variety of valuation and index benchmarks for investment advisors, wealth managers and institutional investors.

In the first quarter of 2020, we changed our allocation methodology for allocating our centrally managed technology-related expenses to our reportable segments to more accurately reflect each segment's respective usage.

Prior-year amounts have been reclassified to conform with current presentation.

In April of 2018, we acquired Kensho Technologies Inc.

("Kensho") for approximately $ 550 million, net of cash acquired, in a mix of cash and stock.

Beginning in the first quarter of 2019, the contract obligations for revenue from Kensho's major customers were transferred to Market Intelligence for fulfillment.

As a result of this transfer, from January 1, 2019, revenue from contracts with Kensho’s customers is reflected in Market Intelligence’s results.

In 2018, the revenue from contracts with Kensho’s customers was reported in Corporate revenue.

Restricted cash of $ 14 million and $ 20 million included in our consolidated balance sheets as of December 31, 2020 and 2019, respectively, includes amounts held in escrow accounts in connection with our acquisition of Kensho.

See Note 2 — Acquisitions and Divestitures for additional information and Note 12 – Segment and Geographic Information for further discussion on our reportable segments.

Adoption of ASC 842, “Leases”

On January 1, 2019, we adopted Financial Accounting Standards Board Accounting Standards Codification ("FASB ASC") 842 that requires a lessee to recognize "right of use" assets with offsetting lease liabilities on the balance sheet, with expenses recognized similar to previously issued guidance.

We adopted the new lease standard effective January 1, 2019 using the modified retrospective transition method.

Under this transition method, the standard was adopted prospectively without restating prior period's financial statements.

As part of the adoption, we elected the practical expedient to not separate lease and non-lease components.

See Note 13 — Commitments and Contingencies for further details on our leases.

Adoption of ASC 606, “Revenue from Contracts with Customers”

We adopted FASB ASC 606 "Revenue from Contracts with Customers" using the modified retrospective transition method applied to our revenue contracts with customers as of January 1, 2018.

Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior year amounts are not adjusted and continue to be reported in accordance with our historic accounting under ASC 605 "Revenue Recognition".

We recorded a net increase to opening retained earnings of $ 35 million as of January 1, 2018 due to the cumulative effect of adopting ASC 606, with the impact primarily related to our treatment of costs to obtain a contract and to a lesser extent, changes to the timing of the recognition of our subscription and non-transaction revenues.

Revenue Recognition

Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services.

Under ASC 605, revenue was recognized as it was earned and when services were rendered.

Subscription revenue

Subscription revenue at Market Intelligence is primarily derived from distribution of data, analytics, third party research, and credit ratings-related information primarily through web-based channels including Market Intelligence Desktop,

RatingsDirect®, RatingsXpress®, and Credit Analytics.

Subscription revenue at Platts is generated by providing customers access to commodity and energy-related price assessments, market data, and real-time news, along with other information services.

11 unchanged sentences

• bank loan ratings.

• corporate credit estimates, which are intended, based on an abbreviated analysis, to provide an indication of our opinion regarding creditworthiness of a company which does not currently have a Ratings credit rating.

Transaction revenue is recognized at the point in time when our performance obligation is satisfied by issuing a rating on our customer's instruments, our customer's creditworthiness, or a counter-party's creditworthiness and when we have a right to payment and the customer can benefit from the significant risks and rewards of ownership.

Transaction revenue is recognized at the point in time when our performance obligation is satisfied by issuing a rating on our customer's instruments and when we have a right to payment and the customer can benefit from the significant risks and rewards of ownership.

Non-subscription revenue at Market Intelligence is primarily related to certain advisory, pricing and analytical services.

9 unchanged sentences

Sales and usage-based royalty revenue at our Platts segment is primarily related to licensing of its proprietary market price data and price assessments to commodity exchanges.

quantified, or more specifically, when trading volumes are known and publicly available to us or when we are notified by our customers.

For sales usage-based royalty products and services, we provide licenses conveying the right to continuous access to our intellectual property over the contract term, with revenue recognized when the extent of our license’s utilization can be quantified, or more specifically, when trading volumes are known and publicly available to us or when we are notified by our customers.

Recognition of revenue of fees tied to trading volumes is subject to the recognition constraint for a usage-based royalty promised by our customers in exchange for the license of our intellectual property, with revenue recognized when trading volumes are known.

14 unchanged sentences

Remaining performance obligations represent the transaction price of contracts for work that has not yet been performed.

As of December 31, 2020, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 2.3 billion.

As of December 31, 2021, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 2.7

We expect to recognize revenue on approximately half and three-quarters of the remaining performance obligations over the next 12 and 24 months, respectively, with the remainder recognized thereafter.

2 unchanged sentences

We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year.

We have determined that certain sales commission programs meet the requirements to be capitalized.

Total capitalized costs to obtain a contract were $ 129 million and $ 115 million as of December 31, 2020 and December 31, 2019, respectively, and are included in prepaid and other current assets and other non-current assets on our consolidated balance sheets.

The asset will be amortized over a period consistent with the transfer to the customer of the goods or services to which the asset relates, calculated based on the customer term and the average life of the products and services underlying the contracts.

We have determined that the costs associated with certain sales commission programs are incremental to the costs to obtain contracts with customers and therefore meet the criteria to be capitalized.

Total capitalized costs to obtain a contract were $ 137 million and $ 129 million as of December 31, 2021 and December 31, 2020, respectively, and are included in prepaid and other current assets and other non-current assets on our consolidated balance sheets.The capitalized asset will be amortized over a period consistent with the transfer to the customer of the goods or services to which the asset relates, calculated based on the customer term and the average life of the products and services underlying the contracts which has been determined to be approximately 5 years.

The expense is recorded within selling and general expenses.

6 unchanged sentences

$ ( 45 ) $ ( 32 ) $ 79

Net loss from investments 1 19 5

Net (income) loss from investments ( 17 ) 1 19

Other (income) expense, net $ ( 62 ) $ ( 31 ) $ 98

32 unchanged sentences

Cash that is subject to legal restrictions or is unavailable for general operating purposes is classified as restricted cash.

Restricted cash included in our consolidated balance sheets was $ 8 million and $ 14 million as of December 31, 2021 and December 31, 2020, respectively.

Restricted cash primarily consisted of cash required to be on deposit under contractual agreements in connection with certain acquisitions and dispositions.

Short-term investments

16 unchanged sentences

Capitalized software development and website implementation costs are included in other non-current assets and are presented net of accumulated amortization.

Gross capitalized technology costs were $ 209 million and $ 212 million as of December 31, 2020 and 2019, respectively.

Gross capitalized technology costs were $ 216 million and $ 209 million as of December 31,

2021 and 2020, respectively.

Accumulated amortization of capitalized technology costs was $ 173 million and $ 150 million as of December 31, 2021 and 2020, respectively.

Certain assets and liabilities are required to be recorded at fair value and classified within a fair value hierarchy based on inputs used when measuring fair value.

We have forward exchange contracts and cross currency swaps that are adjusted to fair value on a recurring basis.

We have foreign exchange forward contracts, cross currency and interest rate swaps that are adjusted to fair value on a recurring basis.

Other financial instruments, including cash and cash equivalents and short-term investments, are recorded at cost, which approximates fair value because of the short-term maturity and highly liquid nature of these instruments.

6 unchanged sentences

Fair value is determined based on market evidence, discounted cash flows, appraised values or management’s estimates, depending upon the nature of the assets.

We determine whether an arrangement meets the criteria for an operating lease or a finance lease at the inception of the arrangement.

We have operating leases for office space and equipment.

Our leases have remaining lease terms of 1 year to 12 years, some of which include options to extend the leases for up to 12 years, and some of which include options to terminate the leases within 1 year.

We consider these options in determining the lease term used to establish our right-of use ("ROU") assets and associated lease liabilities.

We sublease certain real estate leases to third parties which mainly consist of operating leases for space within our offices.

Leases with an initial term of 12 months or less are not recorded on the balance sheet;

we recognize lease expenses for these leases on a straight line-basis over the lease term in operating-related expenses and selling and general expenses.

Operating lease ROU assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date.

Our future minimum based payments used to determine our lease liabilities include minimum based rent payments and escalations.

As most of our leases do not provide an implicit rate, we use our estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

Goodwill and other indefinite-lived intangible assets

4 unchanged sentences

If, based on our evaluation we do not believe that it is more likely than not that the fair value of any of our reporting units is less than its carrying amount, no quantitative impairment test is performed.

Conversely, if the results of our qualitative assessment

determine that it is more likely than not that the fair value of any of our reporting units is less than their respective carrying amounts we perform a quantitative impairment test.

Conversely, if the results of our qualitative assessment determine that it is more likely than not that the fair value of any of our reporting units is less than their respective carrying amounts we perform a quantitative impairment test.

When conducting our impairment test to evaluate the recoverability of goodwill at the reporting unit level, the estimated fair value of the reporting unit is compared to its carrying value including goodwill.

2 unchanged sentences

Future cash flows are discounted based on a market comparable weighted average cost of capital rate for each reporting unit, adjusted for market and other risks where appropriate.

In addition, we analyze any difference between the sum of the fair values of the reporting units and our total market capitalization for reasonableness, taking into account certain factors including control premiums.

In addition, we analyze any difference between the sum of the fair values of the

reporting units and our total market capitalization for reasonableness, taking into account certain factors including control premiums.

If the fair value of the reporting unit is less than the carrying value, the difference is recognized as an impairment charge.

2 unchanged sentences

Conversely, if the results of our qualitative assessment determine that it is more likely than not that the indefinite-lived asset is impaired, a quantitative impairment test is performed.

If necessary, the impairment test is performed by comparing the estimated fair value of the intangible asset to its carrying value.

If the indefinite-lived intangible asset carrying value exceeds its fair value, an impairment analysis is performed using the income approach.

An impairment charge is recognized in an amount equal to that excess.

If necessary, an impairment analysis is performed using the income approach to estimate the fair value of the indefinite-lived intangible asset.

If the intangible asset carrying value exceeds its fair value, an impairment charge is recognized in an amount equal to that excess.

Significant judgments inherent in these analyses include estimating the amount and timing of future cash flows and the selection of appropriate discount rates, royalty rates and long-term growth rate assumptions.

18 unchanged sentences

Stock-based compensation is classified as both operating-related expense and selling and general expense in the consolidated statements of income.

We use a lattice-based option-pricing model to estimate the fair value of options granted.

The following assumptions were used in valuing the options granted:

December 31, 2018

Risk-free average interest rate 2.6 - 2.7 %

Dividend yield 1.1 %

Volatility 21.8 - 22.0 %

Expected life (years) 5.67 - 6.07

Weighted-average grant-date fair value per option $ 112.98

Because lattice-based option-pricing models incorporate ranges of assumptions, those ranges are disclosed.

These assumptions are based on multiple factors, including historical exercise patterns, post-vesting termination rates, expected future exercise patterns and the expected volatility of our stock price.

The risk-free interest rate is the imputed forward rate based on the U.S.

Treasury yield at the date of grant.

We use the historical volatility of our stock price over the expected term of the options to estimate the expected volatility.

The expected term of options granted is derived from the output of the lattice model and represents the period of time that options granted are expected to be outstanding.

In 2018, we made a one-time issuance of incentive stock options under the 2002 Plan to replace Kensho employees' stock options that were assumed in connection with our acquisition of Kensho in April of 2018.

There were no stock options granted in 2021, 2020 and 2019.

6 unchanged sentences

We file income tax returns in the U.S.

federal jurisdiction, various states, and foreign jurisdictions, and we are routinely under audit by many different tax authorities.

We believe that our accrual for tax liabilities is adequate for all open audit years based on our assessment of many factors including past experience and interpretations of tax law.

federal jurisdiction and various state and foreign jurisdictions, and we are routinely under audit by many different tax authorities.

We believe that our accrual for tax liabilities is adequate for all open audit years based on an assessment of many factors including past experience and interpretations of tax law.

This assessment relies on estimates and assumptions and may involve a series of complex judgments about future events.

It is possible that examinations will be settled prior to December 31, 2021.

It is possible that tax examinations will be

settled prior to December 31, 2022.

If any of these tax audit settlements do occur within that period we would make any necessary adjustments to the accrual for unrecognized tax benefits.

16 unchanged sentences

Recent Accounting Standards

In August of 2020, the Financial Accounting Standards Board ("FASB") issued guidance that amends the accounting for convertible instruments and the derivatives scope exception for contracts in an entity's own equity.

The guidance is effective for reporting periods beginning after December 15, 2020;

however, early adoption is permitted.

We do not expect this guidance to have a significant impact on our consolidated financial statements.

In January of 2020, the FASB intended to clarify the interaction of the accounting for equity securities under Accounting Standards Codification ("ASC") 321, investments accounted for under the equity method of accounting under ASC 323, and the accounting for certain forward contracts and purchased options accounted for under ASC 815.

This guidance could change how the Company accounts for an equity security under the measurement alternative.

In October of 2021, the Financial Accounting Standards Board ("FASB") issued guidance that amends the acquirer's accounting for contract assets and contract liabilities from contracts with customers in a business combination in accordance with Topic 606.

The guidance is effective for reporting periods beginning after December 15, 2022;

1 unchanged sentence

We do not expect this guidance to have a significant impact on our consolidated financial statements.

In December of 2019, the FASB issued guidance to simplify the accounting for income taxes.

The guidance eliminates certain exceptions to the general principles of Topic 740.

The guidance is effective for reporting periods after December 15, 2020;

however, early adoption is permitted.

We do not expect this guidance to have a significant impact on our consolidated financial statements.

In November of 2018, the FASB issued guidance that provides clarification on whether certain transactions between collaborative arrangement participants should be accounted for as revenue under ASC 606.

The guidance was effective on January 1, 2020, and the adoption of this guidance did not have a significant impact on our consolidated financial statements.

In August of 2018, the FASB issued guidance to align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software.

In August of 2020, the FASB issued guidance that amends the accounting for convertible instruments and the derivatives scope exception for contracts in an entity's own equity.

The guidance was effective on January 1, 2021, and the adoption of this guidance did not have a significant impact on our consolidated financial statements.

In January of 2017, the FASB issued guidance that simplifies the subsequent measurement of goodwill and eliminates Step 2 from the goodwill impairment test.

Under the new guidance, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount.

An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value;

however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.

Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable.

In March of 2020, the FASB issued accounting guidance to provide temporary optional expedients and exceptions to the current contract modifications and hedge accounting guidance in light of the expected market transition from London Interbank Offered Rate ("LIBOR") to alternative rates.

The new guidance provides optional expedients and exceptions to transactions affected by reference rate reform if certain criteria are met.

The transactions primarily include (1) contract modifications, (2) hedging relationships, and (3) sale or transfer of debt securities classified as held-to-maturity.

The amendments were effective immediately upon issuance of the update.

The Company may elect to adopt the amendments prospectively to transactions existing as of or entered into from the date of adoption through December 31, 2022.

The FASB further issued guidance in January of 2021, to clarify the scope of Topic 848.

We do not expect this guidance to have a significant impact on our consolidated financial statements.

The guidance clarifies how to account for the transition into and out of the equity method of accounting when considering observable transactions under the measurement alternative.

The guidance was effective on January 1, 2021, and the adoption of this guidance did not have a significant impact on our consolidated financial statements.

In June of 2016, the FASB issued guidance amending the measurement of credit losses on certain financial instruments by requiring the use of an expected loss methodology, which will result in more timely recognition of credit losses.

We adopted this guidance on January 1, 2020.

The adoption of this guidance impacted our process for assessing the adequacy of our allowance for doubtful accounts on accounts receivable and contract assets by incorporating data points that provide indicators of future economic conditions including forecasted industry default rates and industry index benchmarks in concert with our historical process contemplating experienced receivable write off rates from past events and current economic conditions.

The adoption of this guidance did not have a significant impact on our consolidated financial statements.

During the twelve months ended December 31, 2020, we incorporated the forecasted impact of future economic conditions into our allowance for doubtful accounts measurement process including the expected adverse impact of the 2019 novel coronavirus ("COVID-19") on the global economy.

In December of 2019, the FASB issued guidance to simplify the accounting for income taxes, which eliminates certain exceptions to the general principles of Topic 740.

The guidance is effective for reporting periods after December 15, 2020.

Our adoption of this guidance on January 1, 2021 did not have a significant impact on our consolidated financial statements.

Reclassification

4 unchanged sentences

Under the terms of the merger agreement, each share of IHS Markit issued and outstanding (other than excluded shares and dissenting shares) will be converted into the right to receive 0.2838 fully paid and nonassessable shares of S&P Global common stock (and, if applicable, cash in lieu of fractional shares, without interest), less any applicable withholding taxes.

On March 11, 2021, S&P Global and IHS Markit shareholders voted to approve the merger agreement.

As of December 31, 2021, IHS Markit had approximately 399.1 million shares outstanding.

Subject to certain closing conditions, the merger is expected to be completed in the second half of 2021.

Subject to certain closing conditions, the merger is expected to be completed in the first quarter of 2022.

For the year ended December 31, 2021, we paid cash for acquisitions of $ 99 million, net of cash acquired, funded with cash from operations.

1 unchanged sentence

Acquisitions completed during the year ended December 31, 2021 included:

• In December of 2021, as part of our Sustainable1 investments, we completed the acquisition of The Climate Service, Inc.

("TCS"), which has developed a climate risk analytics platform assisting corporates, investors and governments with assessing physical climate risks.

Sustainable1 is S&P Global's single source of essential sustainability intelligence, bringing together S&P Global's resources and full product suite of data, benchmarking, analytics,

evaluations and indices that provide customers with a 360-degree view to help achieve their sustainability goals.

The acquisition will add capabilities to S&P Global's leading portfolio of essential environmental, social, and governance ("ESG") insights and solutions for its customers.

Through this acquisition, S&P Global will be able to offer its clients even more transparent, robust and comprehensive climate data, models and analytics.

We accounted for the acquisition using the purchase method of accounting.

The acquisition of The Climate Service, Inc.

is not material to our consolidated financial statements.

For acquisitions during 2021 that were accounted for using the purchase method, the excess of the purchase price over the fair value of the net assets acquired is allocated to goodwill and other intangibles.

The goodwill recognized on our acquisitions is largely attributable to anticipated operational synergies and growth opportunities as a result of the acquisition.

The intangible assets, excluding goodwill and indefinite-lived intangibles, will be amortized over their anticipated useful lives between 3 and 5 years which will be determined when we finalize our purchase price allocations.

For the year ended December 31, 2020, we paid cash for acquisitions of $ 201 million, net of cash acquired, funded with cash from operations.

None of our acquisitions were material either individually or in the aggregate, including the pro forma impact on earnings.

Acquisitions completed during the year ended December 31, 2020 included:

• In February of 2020, CRISIL, included within our Ratings segment, completed the acquisition of Greenwich Associates LLC ("Greenwich"), a leading provider of proprietary benchmarking data, analytics and qualitative, actionable insights that helps financial services firms worldwide measure and improve business performance.

3 unchanged sentences

• In January of 2020, we completed the acquisition of the ESG Ratings Business from RobecoSAM, which includes the widely followed SAM* Corporate Sustainability Assessment, an annual evaluation of companies' sustainability practices.

The acquisition will bolster our position as the premier resource for essential environmental, social, and governance ("ESG") insights and product solutions for our customers.

The acquisition will bolster our position as the premier resource for ESG insights and product solutions for our customers.

Through this acquisition, we will be able to offer our customers even more transparent, robust and comprehensive ESG solutions.

3 unchanged sentences

The goodwill recognized on our acquisitions is largely attributable to anticipated operational synergies and growth opportunities as a result of the acquisition.

The intangible assets, excluding goodwill and indefinite-lived intangibles, will be amortized over their anticipated useful lives between 3 and 10 years which will be determined when we finalize our purchase price allocations.

The goodwill for Greenwich and ESG Ratings Business is expected to be deductible for tax purposes.

The intangible assets, excluding goodwill and indefinite-lived intangibles, are being amortized over their anticipated useful lives between 3 and 10 years.

The goodwill for Greenwich and ESG Ratings Business is deductible for tax purposes.

For the year ended December 31, 2019, we paid cash for acquisitions of $ 91 million, net of cash acquired, funded with cash from operations.

11 unchanged sentences

The purchase expands Platts portfolio of agricultural price assessments while extending its data and news coverage in key export regions for international grains.

We accounted for the acquisition using the purchase method of accounting.

We accounted for the acquisition

using the purchase method of accounting.

The acquisition of LRI is not material to our consolidated financial statements.

5 unchanged sentences

The goodwill recognized on our acquisitions is largely attributable to anticipated operational synergies and growth opportunities as a result of the acquisition.

The goodwill for 451 Research and Orion is expected to be deductible for tax purposes.

For the year ended December 31, 2018, we paid for acquisitions in a mix of cash and stock.

We paid cash for acquisitions of $ 401 million, net of cash acquired, funded with cash flows from operations.

Additionally, stock consideration was given for our acquisition of Kensho.

None of our acquisitions were material either individually or in the aggregate, including the pro forma impact on earnings.

All acquisitions were funded with cash flows from operations.

Acquisitions completed during the year ended December 31, 2018 included:

• In December of 2018, Indices purchased the balance of the intellectual property ("IP") rights in a family of indices derived from the S&P 500, solidifying its IP in and to the S&P 500 index family.

We accounted for the acquisition on a cost basis.

The transaction is not material to our consolidated financial statements.

• In August of 2018, we acquired a 5.03 % investment in FiscalNote, a technology innovator at the intersection of global business and government that provides advanced, data-driven Issues Management solutions.

We measured the investment in FiscalNote at cost, less any impairment, and changes resulting from observable price changes will be recorded in the consolidated statements of income.

The investment in FiscalNote is not material to our consolidated financial statements.

• In June of 2018, Market Intelligence acquired the RateWatch business ("RateWatch") from TheStreet, Inc., a B2B data business that offers subscription and custom reports on bank deposits, loans, fees and other product data to the financial services industry.

The acquisition will complement and strengthen Market Intelligence's core capabilities of providing differentiated data and analytics solutions for the banking sector.

We accounted for the acquisition of RateWatch using the purchase method of accounting.

The acquisition of RateWatch is not material to our consolidated financial statements.

• In April of 2018, we acquired Kensho for approximately $ 550 million, net of cash acquired, in a mix of cash and stock.

Kensho is a leading-edge provider of next-generation analytics, artificial intelligence, machine learning, and data visualization systems to Wall Street's premier global banks and investment institutions, as well as the National Security community.

The acquisition will strengthen S&P Global's emerging technology capabilities, enhance our ability to deliver essential, actionable insights that will transform the user experience for our clients, and accelerate efforts to improve efficiency and effectiveness of our core internal operations.

We accounted for the acquisition of Kensho using the purchase method of accounting.

The acquisition of Kensho is not material to our consolidated financial statements.

• In February of 2018, Market Intelligence acquired Panjiva, Inc.

("Panjiva"), a privately-held company that provides deep, differentiated, sector-relevant insights on global supply chains, leveraging data science and technology to make sense of large, unstructured datasets.

The acquisition will help strengthen the insights, products and data that we provide to our clients throughout the world.

We accounted for the acquisition of Panjiva using the purchase method of accounting.

The acquisition of Panjiva is not material to our consolidated financial statements.

• In January of 2018, CRISIL, included within our Ratings segment, acquired a 100 % stake in Pragmatix Services Private Limited ("Pragmatix"), a data analytics company focused on delivering cutting edge solutions in the "data to intelligence" life cycle to the Banking, Financial Services and Insurance vertical.

The acquisition will strengthen CRISIL's position as an agile, innovative and global analytics company.

We accounted for the acquisition of Pragmatix using the purchase method of accounting.

The acquisition of Pragmatix is not material to our consolidated financial statements.

For acquisitions during 2018 that were accounted for using the purchase method, the excess of the purchase price over the fair value of the net assets acquired is allocated to goodwill and other intangibles.

The goodwill recognized on our acquisitions is largely attributable to anticipated operational synergies and growth opportunities as a result of the acquisition.

The intangible assets, excluding goodwill and indefinite-lived intangibles, will be amortized over their useful lives not exceeding 10 years.

The goodwill for RateWatch will continue to be deductible for tax purposes.

The intangible assets, excluding goodwill and indefinite-lived intangibles, are being amortized over their anticipated useful lives between 3 and 10 years.

The goodwill for 451 Research and Orion is deductible for tax purposes.

Non-cash investing activities

3 unchanged sentences

Fair value of assets acquired $ 110 $ 219 $ 110

Cash and stock consideration (net of cash acquired) 201 91 803

Cash paid (net of cash acquired) 99 201 91

Liabilities assumed $ 11 $ 18 $ 19

In December of 2021, S&P Global entered into an agreement to sell CUSIP Global Services ("CGS") business, included in our Market Intelligence segment, to FactSet Research Systems for $ 1.925 billion, with the agreement subject to customary purchase price adjustments.

The agreement represents continued progress toward completing the pending merger of S&P Global and IHS Markit, and the divestiture is dependent on expected closing of the merger with IHS Markit and other customary conditions.

We have also pledged to divest our Leveraged Commentary and Data (“LCD”) business, included in our Market Intelligence segment, along with a related family of leveraged loan indices as a condition for regulatory approval.

Under the European Commission's conditional approval of the merger of S&P Global and IHS Markit, execution of an agreement to sell the LCD business can occur after the closing of the merger.

The divestitures remain subject to further review and approval by antitrust regulators.

Subject to certain closing conditions, the merger is expected to be completed in the first quarter of 2022.

During the year ended December 31, 2021, we completed the following dispositions that resulted in a pre-tax gain of $ 11 million, which was included in Gain on dispositions in the consolidated statement of income:

• During the year ended December 31, 2021, we recorded a pre-tax gain of $ 8 million ($ 6 million after-tax) in Gain on dispositions in the consolidated statements of income related to the sale of office facilities in India.

• During the year ended December 31, 2021, we recorded a pre-tax gain of $ 3 million ($ 3 million after-tax) in Gain on dispositions in the consolidated statements of income related to the sale of Standard & Poor's Investment Advisory Services LLC ("SPIAS"), a business within our Market Intelligence segment, that occurred in July of 2019.

During the year ended December 31, 2020, we completed the following dispositions that resulted in a pre-tax gain of $ 16 million, which was included in Gain on dispositions in the consolidated statement of income:

• In January of 2020, Market Intelligence entered into a strategic alliance to transition S&P Global Market Intelligence's Investor Relations ("IR") webhosting business to Q4 Inc.

("Q4"), a third party provider of investor relations related services.

This alliance will integrate Market Intelligence's proprietary data into Q4's portfolio of solutions, enabling further opportunities for commercial collaboration.

In connection with transitioning its IR webhosting business to Q4, Market Intelligence made a minority investment in Q4.

This alliance integrated Market Intelligence's proprietary data into Q4's portfolio of solutions, enabling further opportunities for commercial collaboration.

In connection with transitioning its IR webhosting business to Q4, Market Intelligence received a minority investment in Q4.

During the year ended December 31, 2020, we recorded a pre-tax gain of $ 11 million ($ 6 million after-tax) in Gain on dispositions in the consolidated statements of income related to the sale of IR.

10 unchanged sentences

During the year ended December 31, 2019, we recorded a pre-tax gain of $ 22 million ($ 12 million after-tax) in Gain on dispositions in the consolidated statement of income related to the sale of SPIAS.

During the year ended December 31, 2018, we did not complete any material dispositions.

The operating profit of our businesses that were disposed of for the years ending December 31, 2020, 2019, and 2018 is as follows:

The components of assets and liabilities held for sale in the consolidated balance sheet consist of the following:

(in millions) December 31,

Accounts Receivable, net $ 59

Other assets 7

Assets of businesses held for sale $ 321

Accounts payable and accrued expenses $ 11

Unearned revenue 138

Liabilities of businesses held for sale $ 149

1 Assets and liabilities held for sale as of December 31, 2021 relate to CGS and LCD.

The operating profit of our businesses that were held for sale or disposed of for the years ending December 31, 2021, 2020, and 2019 is as follows:

(in millions) Year ended December 31,

2 unchanged sentences

$ 172 $ 162 $ 162

1 The operating profit presented includes the revenue and recurring direct expenses associated with businesses held for sale.

The year ended December 31, 2021 excludes a pre-tax gain on the sale of SPIAS of $ 3 million .

T he year ended December 31, 2020 excludes a pre-tax gain on the sale of the IR webhosting business of $ 11 million.

7 unchanged sentences

Dispositions — ( 2 ) — — — ( 2 )

Reclassifications — 3 — ( 3 ) — —

10 11 6 — ( 3 ) 24

1 unchanged sentence

Acquisitions — — — — 54 54

Dispositions — ( 2 ) — — — ( 2 )

Reclassifications 2

— ( 255 ) — — — ( 255 )

( 18 ) ( 8 ) ( 2 ) — — ( 28 )

Balance as of December 31, 2021 $ 245 $ 1,808 $ 525 $ 376 $ 552 $ 3,506

1 Primarily relates to the impact of foreign exchange and valuation adjustments for prior period acquisitions.

2020 includes adjustments related to Investor Relations.

2019 includes adjustments related to Panjiva, Rate Watch and Eclipse.

2021 includes adjustments related to RobecoSAM and 2020 includes adjustments related to Investor Relations.

2 Relates to CGS and LCD, which are classified as assets held for sale in our consolidated balance sheet as of December 31, 2021

Goodwill additions and dispositions in the table above relate to transactions discussed in Note 2 – Acquisitions and Divestitures .

11 unchanged sentences

Acquisitions 14 — — — 40 54

Reclassifications 78 — 10 5 ( 93 ) —

Other (primarily Fx) 1

( 10 ) — ( 1 ) ( 1 ) — ( 12 )

Balance as of December 31, 2020 645 139 356 55 177 1,372

Acquisitions — — — — 18 18

— — ( 1 ) — 11 10

Balance as of December 31, 2021 $ 645 $ 139 $ 355 $ 55 $ 206 $ 1,400

2 unchanged sentences

Current year amortization 73 10 21 2 17 123

Reclassifications 22 — 4 1 ( 27 ) —

Acquisitions — — — — 10 10

Other (primarily Fx) 1

( 4 ) — — ( 1 ) — ( 5 )

Balance as of December 31, 2020 406 139 175 50 96 866

Current year amortization 52 — 21 2 21 96

Acquisitions — — — — 10 10

Reclassifications 2

8 — — — ( 8 ) —

1 — — — ( 2 ) ( 1 )

Balance as of December 31, 2021 $ 467 $ 139 $ 196 $ 52 $ 107 $ 961

3 unchanged sentences

1 Primarily relates to the impact of foreign exchange and valuation adjustments for prior period acquisitions.

2020 includes adjustments related to 451 Research.

2019 includes adjustments related to RigData.

2021 includes adjustments related to RobecoSAM and 2020 includes adjustments related to 451 Research.

2 The reclassification in 2021 is related to RobecoSAM.

Definite-lived intangible assets are being amortized on a straight-line basis over periods of up to 21 years.

The weighted-average life of the intangible assets as of December 31, 2021 is approximately 12 years.

Amortization expense was $ 123 million for the year ended December 31, 2020 and $ 122 million for the years ended 2019 December 31, 2018.

Amortization expense was $ 96 million, $ 123 million and $ 122 million for the years ended December 31, 2021, 2020 and 2019, respectively.

Expected amortization expense for intangible assets over the next five years for the years ended December 31, assuming no further acquisitions or dispositions, is as follows:

1 unchanged sentence

Amortization expense 1

$ 91 $ 85 $ 82 $ 65 $ 34

1 Amortization expense does not include the expected merger with IHS Markit which is expected to be completed in the first quarter of 2022.

Taxes on Income

26 unchanged sentences

Foreign operations ( 0.2 ) ( 0.3 ) ( 0.3 )

TCJA Transition Tax — — ( 0.3 )

Stock-based compensation ( 0.8 ) ( 0.7 ) ( 1.4 )

3 unchanged sentences

Effective income tax rate 21.6 % 21.5 % 21.4 %

The increase in 2020 was primarily due to a decrease in the recognition of excess tax benefits associated with share-based payments in the statement of income.

The increase in the effective income tax rate in 2019 was primarily due to an increase in accruals for potential tax liabilities for prior years in various jurisdictions.

The increase in the effective income tax rate in 2021 was primarily due to a change in the mix of income by jurisdiction.

The increase in the effective income tax rate in 2020 was primarily due to a decrease in the recognition of excess tax benefits associated with share-based payments in the statement of income.

We have elected to recognize the tax on Global Intangible Low Taxed Income (“GILTI”) as a period expense in the year the tax is incurred.

7 unchanged sentences

Unearned revenue 74 28

Forward exchange contracts 71 —

Loss carryforwards 204 217

4 unchanged sentences

Right of use asset ( 101 ) ( 138 )

Postretirement benefits ( 46 ) —

Fixed assets ( 6 ) ( 7 )

2 unchanged sentences

Valuation allowance ( 206 ) ( 219 )

Net deferred income tax (liability) asset $ ( 110 ) $ ( 148 )

Net deferred income tax liability $ ( 91 ) $ ( 110 )

Non-current deferred tax assets $ 56 $ 67

Non-current deferred tax liabilities ( 147 ) ( 177 )

Net deferred income tax (liability) asset $ ( 110 ) $ ( 148 )

Net deferred income tax liability $ ( 91 ) $ ( 110 )

We record valuation allowances against deferred income tax assets when we determine that it is more likely than not that such deferred income tax assets will not be realized based upon all the available evidence.

16 unchanged sentences

The total amount of federal, state and local, and foreign unrecognized tax benefits as of December 31, 2021, 2020 and 2019 was $ 147 million, $ 121 million and $ 124 million, respectively, exclusive of interest and penalties.

During the period ended December 31, 2020, the change in unrecognized tax benefits resulted in a net decrease of tax expense of $ 1 million.

During the year ended December 31, 2021, the change in unrecognized tax benefits resulted in a net increase of tax expense of $ 31 million.

We recognize accrued interest and penalties related to unrecognized tax benefits in interest expense and operating-related expense, respectively.

Based on the current status of income tax audits, we believe that the total amount of unrecognized tax benefits on the balance sheet may be reduced by up to approximately $ 16 million in the next twelve months as a result of the resolution of local tax examinations.

In addition to the unrecognized tax benefits, as of December 31, 2020 and 2019, we had $ 24 million and $ 20 million, respectively, of accrued interest and penalties associated with unrecognized tax benefits.

In addition to the unrecognized tax benefits, we had $ 24 million as of both December 31, 2021 and 2020 of accrued interest and penalties associated with unrecognized tax benefits.

federal income tax audits for 2017 through 2021 are in process.

17 unchanged sentences

2.3 % Senior Notes, due 2060 8

2.3 % Senior Notes, due 2060 9

Long-term debt $ 4,114 $ 4,110

1 Interest payments are due semiannually on June 15 and December 15, and as of December 31, 2021, the unamortized debt discount and issuance costs total $ 4 million.

2 We made a $ 900 million payment on the early retirement of our 4.4 % senior notes in the third quarter of 2020.

2 Interest payments are due semiannually on January 22 and July 22, and as of December 31, 2021, the unamortized debt discount and issuance costs total $ 4 million.

6 unchanged sentences

Annual debt maturities are scheduled as follows based on book values as of December 31, 2021:

no amounts due in 2021, 2022, 2023, 2024, $ 695 million due in 2025, and $ 3.4 billion due thereafter.

no amounts due in 2022, 2023, or 2024;

$ 696 million due in 2025;

no amounts due in 2026;

and $ 3.4 billion due thereafter.

On April 26, 2021, we entered into a revolving $ 1.5 billion five-year credit agreement (our "credit facility") that will terminate on April 26, 2026.

This credit facility replaced our revolving $ 1.2 billion five-year credit facility (our "previous credit facility") that was scheduled to terminate on June 30, 2022.

The previous credit facility was canceled immediately after the new credit facility became effective.

There were no outstanding borrowings under the previous credit facility when it was replaced.

On August 13, 2020, we issued $ 600 million of 1.25 % senior notes due in 2030 and $ 700 million of 2.3 % senior notes due in 2060.

4 unchanged sentences

In the fourth quarter of 2019, we used the net proceeds to fund the redemption of the $ 700 million outstanding principal amount of our 3.3 % senior notes due in August of 2020 and a portion of the $ 400 million outstanding principal amount of our 6.55 % senior notes due in October of 2037.

We have the ability to borrow a total of $ 1.2 billion through our commercial paper program, which is supported by our revolving $ 1.2 billion five-year credit agreement (our "credit facility") that we entered into on June 30, 2017.

This credit facility will terminate on June 30, 2022.

As of December 31, 2020 and 2019, there was no commercial paper issued or outstanding, and we similarly did not draw or have any borrowings outstanding from the credit facility during the year ended December 31, 2020 and 2019.

Depending on our corporate credit rating, we pay a commitment fee of 8 to 17.5 basis points for our credit facility, whether or not amounts have been borrowed.

We have the ability to borrow a total of $ 1.5 billion through our commercial paper program, which is supported by our credit facility.

As of December 31, 2021 and 2020, there was no commercial paper issued or outstanding, and we similarly did not draw or have any borrowings outstanding from the credit facility or the previous credit facility during the years ended December 31, 2021 and 2020.

Commitment fees for the unutilized commitments under the credit facility and applicable margins for borrowings thereunder are linked to the Company achieving three environmental sustainability performance indicators related to emissions, tested annually.

We currently pay a commitment fee of 9 basis points.

The interest rate on borrowings under our credit facility is, at our option, calculated using rates that are primarily based on either the prevailing London Inter-Bank Offer Rate, the prime rate determined by the administrative agent or the Federal Funds Rate.

For certain borrowings under this credit facility, there is also a spread based on our corporate credit rating.

Our credit facility contains certain covenants.

The only financial covenant requires that our indebtedness to cash flow ratio, as defined in our credit facility, is not greater than 4 to 1, and this covenant level has never been exceeded.

The credit facility also includes an accordion feature which allows the Company to increase the total commitments thereunder by up to an additional $ 500 million, subject to certain customary terms and conditions.

The credit facility contains customary affirmative and negative covenants and customary events of default.

The occurrence of an event of default could result in an acceleration of the obligations under the credit facility.

The only financial covenant required under our credit facility is that our indebtedness to cash flow ratio, as defined in our credit facility, was not greater than 4 to 1, and this covenant level has never been exceeded.

Derivative Instruments

Our exposure to market risk includes changes in foreign exchange rates.

Our exposure to market risk includes changes in foreign exchange rates and interest rates.

We have operations in foreign countries where the functional currency is primarily the local currency.

2 unchanged sentences

We typically have naturally hedged positions in most countries from a local currency perspective with offsetting assets and liabilities.

As of December 31, 2020 and December 31, 2019, we have entered into foreign exchange forward contracts to mitigate or hedge the effect of adverse fluctuations in foreign exchange rates.

As of December 31, 2020 and December 31, 2019, we have entered into cross currency swap contracts to hedge a portion of our net investment in a foreign subsidiary against volatility in foreign exchange rates.

These contracts are recorded at fair value that is based on foreign currency exchange rates in active markets;

During the twelve months ended December 31, 2021, we entered into a series of interest rate swaps to mitigate or hedge the adverse fluctuations in interest rates on our future debt refinancing.

These contracts are recorded at fair value that is based on foreign currency exchange rates and interest rates in active markets;

therefore, we classify these derivative contracts within Level 2 of the fair value hierarchy.

5 unchanged sentences

The changes in fair value of these forward contracts are recorded in prepaid and other assets or other current liabilities in the consolidated balance sheet with their corresponding change in fair value recognized in selling and general expenses in the consolidated statement of income.

The amount recorded in other current liabilities was $ 2 million as of December 31, 2020 and less than $ 1 million as of December 31, 2019.

The amount recorded in selling and general expense for the twelve months ended December 31, 2020 and 2019 related to these contracts was a net gain of $ 9 million and $ 4 million, respectively.

The amount recorded in prepaid and other current assets as of December 31, 2021 and 2020 was $ 5 million and $ 2 million, respectively.

The amount recorded in other current liabilities was less than $ 1 million as of December 31, 2021 and $ 2 million as of December 31, 2020.

The amount recorded in selling and general expense for the twelve months ended December 31, 2021 and 2020 related to these contracts was a net loss $ 9 million and a net gain of $ 9 million, respectively.

Net Investment Hedges

During the twelve months ended December 31, 2020 and 2019, we entered into cross currency swaps to hedge a portion of our net investment in a certain European subsidiary against volatility in the Euro/U.S.

During the twelve months ended December 31, 2021 and 2020, we entered into cross currency swaps to hedge a portion of our net investment in one of our European subsidiaries against volatility in the Euro/U.S.

dollar exchange rate.

These swaps are designated and qualify as a hedge of a net investment in a foreign subsidiary and are scheduled to mature in 2024, 2025 and

As of December 31, 2020 and 2019 the notional value of our outstanding cross currency swaps designated as a net investment hedge was $ 1 billion and $ 400 million, respectively.

These swaps are designated and qualify as a hedge of a net investment in a foreign subsidiary and are scheduled to mature in 2024, 2029, 2030.

The notional value of our outstanding cross currency swaps designated as a net investment hedge was $ 1 billion as of December 31, 2021 and 2020, respectively.

The changes in the fair value of swaps are recognized in foreign currency translation adjustments, a component of other comprehensive income (loss), and reported in accumulated other comprehensive loss in our consolidated balance sheet.

1 unchanged sentence

We have elected to assess the effectiveness of our net investment hedges based on changes in spot exchange rates.

Accordingly, amounts related to the cross currency swaps recognized directly in net income during 2020 represent net periodic interest settlements and accruals, which are recognized in interest expense, net.

Accordingly, amounts related to the cross currency swaps recognized directly in net income represent net periodic interest settlements and accruals, which are recognized in interest expense, net.

We recognized net interest income of $ 20 million and $ 10 million during the twelve months ended December 31, 2021 and 2020, respectively.

Cash Flow Hedges

Foreign Exchange Forward Contracts

During the twelve months ended December 31, 2021, 2020 and 2019, we entered into a series of foreign exchange forward contracts to hedge a portion of the Indian rupee, British pound, and Euro exposures through the fourth quarter of 2023, 2022 and 2020 respectively.

1 unchanged sentence

The changes in the fair value of these contracts are initially reported in accumulated other comprehensive loss in our consolidated balance sheet and are subsequently reclassified into revenue and selling and general expenses in the same period that the hedged transaction affects earnings.

As of December 31, 2020, we estimate that $ 19 million of the pre-tax gains related to derivatives designated as cash flow hedges recorded in other comprehensive income is expected to be reclassified into earnings within the next twenty four months.

As of December 31, 2021, we estimate that $ 6 million of pre-tax gain related to foreign exchange forward contracts designated as cash flow hedges recorded in other comprehensive income is expected to be reclassified into earnings within the next twelve months.

As of December 31, 2021 and December 31, 2020, the aggregate notional value of our outstanding foreign exchange forward contracts designated as cash flow hedges was $ 498 million and $ 489 million, respectively.

Interest Rate Swaps

During the twelve months ended December 31, 2021, we entered into a series of interest rate swaps.

These contracts are intended to mitigate or hedge the adverse fluctuations in interest rates on our future debt refinancing and are scheduled to mature beginning in the first quarter of 2027.

These interest rate swaps are designated as cash flow hedges.

The changes in the fair value of these contracts are initially reported in accumulated other comprehensive loss in our consolidated balance sheet and will be subsequently reclassified into interest expense, net in the same period that the hedged transaction affects earnings.

As of December 31, 2021, the aggregate notional value of our outstanding interest rate swaps designated as cash flow hedges was $ 2.3 billion.

The following table provides information on the location and fair value amounts of our cash flow hedges and net investment hedges as of December 31, 2021 and December 31, 2020:

4 unchanged sentences

Other current liabilities Foreign exchange forward contracts $ — $ 2

Other non-current liabilities Interest rate swap contracts $ 270 $ —

Derivative designated as net investment hedges:

5 unchanged sentences

Foreign exchange forward contracts $ ( 11 ) $ 17 $ ( 2 ) Revenue, Selling and general expenses $ 19 $ 2 $ 5

Interest rate swap contracts $ ( 270 ) $ — $ — Interest expense, net $ — $ — $ —

Net investment hedges- designated as hedging instruments

Cross currency swaps $ ( 97 ) $ ( 10 ) $ — $ — $ — $ —

Cross currency swaps $ 84 $ ( 97 ) $ ( 10 ) Interest expense, net $ ( 5 ) $ — $ —

The activity related to the change in unrealized gains (losses) in accumulated other comprehensive loss was as follows for the years ended December 31:

2 unchanged sentences

Cash Flow Hedges

Net unrealized gains (losses) on cash flow hedges, net of taxes, beginning of period $ 2 $ 4 $ 2

Foreign exchange forward contracts

Net unrealized gains on cash flow hedges, net of taxes, beginning of period $ 14 $ 2 $ 4

Change in fair value, net of tax 11 14 3

Reclassification into earnings, net of tax ( 19 ) ( 2 ) ( 5 )

Net unrealized gains (losses) on cash flow hedges, net of taxes, end of period $ 14 $ 2 $ 4

Net unrealized gains on cash flow hedges, net of taxes, end of period $ 6 $ 14 $ 2

Interest rate swap contracts

Net unrealized losses on cash flow hedges, net of taxes, beginning of period $ — $ — $ —

Change in fair value, net of tax ( 203 ) — —

Reclassification into earnings, net of tax — — —

Net unrealized losses on cash flow hedges, net of taxes, end of period $ ( 203 ) $ — $ —

Net Investment Hedges

Net unrealized (losses) gains on net investment hedges, net of taxes, beginning of period $ ( 8 ) $ — $ —

Net unrealized losses on net investment hedges, net of taxes, beginning of period $ ( 81 ) $ ( 8 ) $ —

Change in fair value, net of tax 59 ( 73 ) ( 8 )

Reclassification into earnings, net of tax 5 — —

Net unrealized (losses) gains on net investment hedges, net of taxes, end of period $ ( 81 ) $ ( 8 ) $ —

Net unrealized losses on net investment hedges, net of taxes, end of period $ ( 17 ) $ ( 81 ) $ ( 8 )

Employee Benefits

20 unchanged sentences

Plan participants’ contributions — — 2 2

Actuarial loss 1

Actuarial (gain) loss 1

( 55 ) 269 ( 2 ) 1

Gross benefits paid ( 77 ) ( 76 ) ( 5 ) ( 6 )

1 unchanged sentence

Other adjustments 2

— ( 368 ) — —

Net benefit obligation at end of year 2,122 2,220 28 36

5 unchanged sentences

Foreign currency effect ( 4 ) 20 — —

Other adjustments 2

— ( 368 ) — —

Fair value of plan assets at end of year 2,231 2,243 6 9

14 unchanged sentences

Total recognized $ 352 $ 375 $ ( 50 ) $ ( 49 )

1 The increase in actuarial loss in 2020 was primarily due to a reduction in the discount rate from 2019.

2 Relates to the impact of a retiree annuity purchase in 2019.

The Company purchased a group annuity contract under which an insurance company assumed a portion of the Company's obligation to pay pension benefits to the plan's beneficiaries.

The purchase of this group annuity contract was funded by pension plan assets.

1 The actuarial gain in 2021 compared to the actuarial loss in 2020 was primarily due to an increase in the discount rate.

2 Relates to the impact of a plan amendment in 2021.

Net Periodic Benefit Cost

12 unchanged sentences

Total net periodic benefit cost $ ( 36 ) $ ( 26 ) $ 84 $ ( 2 ) $ ( 2 ) $ ( 2 )

1 During the year ended December 31, 2020, lump sum withdrawals exceeded the combined total anticipated annual service and interest cost of our U.K.

pension plan, triggering the recognition of a non-cash pre-tax settlement charge of $ 3 million.

1 During the years ended December 31, 2021 and 2020, lump sum withdrawals exceeded the combined total anticipated annual service and interest cost of our U.K.

pension plan, triggering the recognition of non-cash pre-tax settlement charges of $ 3 million.

2 Relates to the impact of a retiree annuity purchase in 2019.

2 unchanged sentences

The non-cash pretax settlement charge reflects the accelerated recognition of a portion of unamortized actuarial losses in the plan.

3 Represents a charge related to our U.K retirement plan.

retirement plan accounted for a benefit of $ 22 million in 2021, $ 17 million in 2020 and $ 14 million in 2019 of the net periodic benefit cost attributable to the funded plans.

8 unchanged sentences

Total recognized $ ( 23 ) $ 17 $ ( 105 ) $ ( 1 ) $ 4 $ 2

1 During the year ended December 31, 2020, lump sum withdrawals exceeded the combined total anticipated annual service and interest cost of our U.K.

pension plan, triggering the recognition of a non-cash pre-tax settlement charge of $ 3 million.

1 During the years ended December 31, 2021 and 2020, lump sum withdrawals exceeded the combined total anticipated annual service and interest cost of our U.K.

pension plan, triggering the recognition of non-cash pre-tax settlement charges of $ 3 million.

2 Relates to the impact of a retiree annuity purchase in 2019.

2 unchanged sentences

The non-cash after tax settlement charge reflects the accelerated recognition of a portion of unamortized actuarial losses in the plan.

3 Represents a charge related to our U.K retirement plan.

The total cost for our retirement plans was $ 93 million for 2021, $ 91 million for 2020 and $ 187 million for 2019.

8 unchanged sentences

Weighted-average healthcare cost rate 1

6.00 % 6.50 % 6.50 %

N/A 6.00 % 6.50 %

Discount rate - U.S.

4 unchanged sentences

5.00 % 5.50 % 6.00 %

1 The assumed weighted-average healthcare cost trend rate will decrease ratably from 6 % in 2020 to 5 % in 2024 and remain at that level thereafter.

1 The health care cost trend rate no longer applies since all subsidized benefits subject to trend were eliminated in 2021.

2 Effective January 1, 2021, we changed our discount rate assumption on our U.S.

8 unchanged sentences

Our benefits provided to certain participants are at least actuarially equivalent to Medicare Part D, and, accordingly, we are entitled to a subsidy.

Effective January 1, 2021, we elected to no longer file for Medicare Part D subsidy.

Expected employer contributions in 2022 are $ 11 million and $ 3 million for our retirement and postretirement plans, respectively.

In 2022, we may elect to make non-required contributions depending on investment performance and the pension plan status.

Information about the expected cash flows for our retirement and postretirement plans and the impact of the Medicare subsidy is as follows:

(in millions) Postretirement Plans 2

payments Retiree

contributions Medicare

Information about the expected cash flows for our retirement and postretirement plans is as follows:

(in millions) Retirement

Postretirement Plans 2

2027-2031 447 8

2022 69 5 ( 1 ) — 4

2023 72 5 ( 1 ) — 4

2024 75 4 ( 1 ) — 3

2025 78 4 ( 1 ) — 3

2026-2030 433 16 ( 6 ) — 10

1 Reflects the total benefits expected to be paid from the plans or from our assets including both our share of the benefit cost and the participants’ share of the cost.

2 Reflects the total benefits expected to be paid from our assets.

3 Expected medicare subsidy amounts, for the years presented, are less than $ 1 million.

Fair Value of Plan Assets

12 unchanged sentences

Cash and short-term investments $ 6 $ 6 $ — $ —

growth and value 41 41 — —

Fixed income:

15 unchanged sentences

Intermediate duration securities 57 — 57 —

Agency mortgage backed securities 3 — 3 —

Asset backed securities 14 — 14 —

Non-agency mortgage backed securities 6

International, excluding U.K.

Infrastructure:

$ 78 $ — $ 78 $ —

Total $ 1,566 $ 54 $ 1,474 $ 38

7 unchanged sentences

5 Includes the Standard & Poor's 500 Composite Stock Index, the Standard & Poor's MidCap 400 Composite Stock Index, a short-term investment fund which is a common collective trust vehicle, and other various asset classes.

6 Includes U.S.

mortgage-backed securities that are not backed by the U.S.

For securities that are quoted in active markets, the trustee/custodian determines fair value by applying securities’ prices obtained from its pricing vendors.

8 unchanged sentences

Distributions ( 2 )

Gain (loss) 8

Balance as of December 31, 2021

22 unchanged sentences

common stock in 2020.

The plan held approximately 1.3 million shares of S&P Global Inc.

The plan held approximately 1.2 million and 1.3 million shares of S&P Global Inc.

common stock as of December 31, 2021 and 2020, respectively, with market values of $ 567 million and $ 414 million, respectively.

The plan received dividends on S&P Global Inc.

common stock of $ 3 million during the years ended December 31, 2020 and December 31, 2019, respectively.

common stock of $ 3.8 million and $ 3 million during the years ended December 31, 2021 and December 31, 2020, respectively.

Stock-Based Compensation

1 unchanged sentence

No further awards may be granted under the 2002 Employee Stock Incentive Plan (the “2002 Plan”), although awards granted under the 2002 Plan prior to the adoption of the new 2019 Plan in June of 2019 remain outstanding in accordance with their terms.

The remaining outstanding options under the 2002 Plan will have fully met their maximum term and expire in the second quarter of 2028.

• 2019 Employee Stock Incentive Plan (the “2019 Plan”) – The 2019 Plan permits the granting of incentive stock options, nonqualified stock options, stock appreciation rights, performance stock, restricted stock and other stock-based awards.

11 unchanged sentences

1 Shares available for granting at December 31, 2021 and 2020 are under the 2019 Plan.

2 Shares reserved for issuance under the Director Deferred Stock Ownership Plan are not included in the total, but are less than 1.0 million at December 31, 2020 and 2019, respectively.

2 Shares reserved for issuance under the Director Deferred Stock Ownership Plan are not included in the total, but are less than 1.0 million at both December 31, 2021 and 2020.

We issue treasury shares upon exercise of stock options and the issuance of restricted stock and unit awards.

13 unchanged sentences

Under this method, more than half of the costs are recognized over the first twelve months , approximately one-quarter of the costs are recognized over a twenty-four month period starting from the date of grant, approximately one-tenth of the costs are recognized over a thirty-six month period starting from the date of grant, and the remaining costs recognized over a forty-eight month period starting from the date of grant.

We use a lattice-based option-pricing model to estimate the fair value of options granted.

The following assumptions were used in valuing the options granted:

December 31, 2018

Risk-free average interest rate 2.6 - 2.7 %

Dividend yield 1.1 %

Volatility 21.8 - 22.0 %

Expected life (years) 5.67 - 6.07

Weighted-average grant-date fair value per option $ 112.98

Because lattice-based option-pricing models incorporate ranges of assumptions, those ranges are disclosed.

The risk-free interest rate is the imputed forward rate based on the U.S.

Treasury yield at the date of grant.

We use the historical volatility of our stock price over the expected term of the options to estimate the expected volatility.

The expected term of options granted is derived from the output of the lattice model and represents the period of time that options granted are expected to be outstanding.

There were no stock options granted in 2021, 2020, and 2019.

11 unchanged sentences

Nonvested options outstanding as of December 31, 2020

Forfeited — $ 113.40

Nonvested options outstanding as of December 31, 2021 2

2 unchanged sentences

1 There are less than 0.1 million shares vested.

2 There are less than 0.1 million nonvested options outstanding as of December 31, 2020.

The total fair value of our stock options that vested during the years ended December 31, 2020, 2019 and 2018 was $ 2 million, $ 3 million and $ 5 million, respectively.

2 There are no nonvested options outstanding as of December 31, 2021.

The total fair value of our stock options that vested during the years ended December 31, 2021, 2020 and 2019 was less than $ 1 million, $ 2 million and $ 3 million, respectively.

Information regarding our stock option exercises is as follows:

28 unchanged sentences

none have been issued.

On January 27, 2021, the Board of Directors approved an increase in the dividends for 2021 to a quarterly rate of $ 0.77 per common share.

On January 26, 2022, the Board of Directors approved a quarterly common stock dividend of $ 0.77 per share.

Following the expected closing of the merger with IHS Markit, the Board of Directors will revisit the dividend policy of the combined Company.

Year Ended December 31,

18 unchanged sentences

The repurchased shares are held in Treasury.

forward stock purchase contracts were classified as equity instruments.

The forward stock purchase contracts were classified as equity instruments.

The ASR agreements were executed under our 2013 Repurchase Program, approved on December 4, 2013.

The terms of each ASR agreement entered for the years ended December 31, 2020, 2019 and 2018, structured as outlined above, are as follows:

The terms of each ASR agreement entered into for the years ended December 31, 2021, 2020 and 2019, structured as outlined above, are as follows:

(in millions, except average price)

9 unchanged sentences

July 31, 2019 2.2 0.1 2.3 $ 214.65 $ 500

October 29, 2018 5

January 2, 2019 2.5 0.4 2.9 $ 173.80 $ 500

March 6, 2018 6

September 25, 2018 4.5 0.6 5.1 $ 197.49 $ 1,000

1 The ASR agreement was structured as a capped ASR agreement in which we paid $ 500 million and received an initial delivery of 1.3 million shares and an additional amount of 0.2 million during the month of February, representing a minimum number of shares of our common stock to be repurchased based on a calculation using a specified capped price per share.

1 The ASR agreement was structured as a capped ASR agreement in which we paid $ 500 million and received an initial delivery of 1.3 million shares and an additional amount of 0.2 million in February 2020, representing a minimum number of shares of our common stock to be repurchased based on a calculation using a specified capped price per share.

We completed the ASR agreement on July 27, 2020 and received an additional 0.2 million shares.

2 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 500 million and received an initial delivery of 1.4 million shares, representing 85 % of the $ 500 million at a price equal to the then market price of the Company.

2 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 500 million and received an initial delivery of 1.4 million shares, representing 85 % of the $ 500 at a price equal to the then market price of the Company.

We completed the ASR agreement on July 27, 2020 and received an additional 0.3 million shares.

3 The ASR agreement was structured as a capped ASR agreement in which we paid $ 500 million and received an initial delivery of 1.7 million shares and an additional amount of 0.2 million during the month of August, representing a minimum number of shares of our common stock to be repurchased based on a calculation using a specified capped price per share.

3 The ASR agreement was structured as a capped ASR agreement in which we paid $ 500 million and received an initial delivery of 1.7 million shares, and an additional amount of 0.2 million in August 2019, representing a minimum number of shares of our common stock to be repurchased based on a calculation using a specified capped price per share.

We completed the ASR agreement on October 1, 2019 and received an additional 0.1 million shares.

1 unchanged sentence

We completed the ASR agreement on July 31, 2019 and received an additional 0.1 million shares.

5 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 500 million and received an initial delivery of 2.5 million shares, representing 85 % of the $ 500 million at a price equal to the then market price of the Company.

We completed the ASR agreement on January 2, 2019 and received an additional 0.4 million shares

6 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 1 billion and received an initial delivery of 4.5 million shares, representing 85 % of the $ 1 billion at a price equal to the then market price of the Company.

We completed the ASR agreement on September 25, 2018 and received an additional 0.6 million shares

Additionally, we purchased shares of our common stock in the open market as follows:

3 unchanged sentences

December 31, 2019 1.2 $ 208.83 $ 240

December 31, 2018 0.9 $ 182.93 $ 160

During the year ended December 31, 2021, we did not use cash to purchase any shares.

During the year ended December 31, 2020, we purchased a total of 4.0 million shares for $ 1,161 million of cash.

1 unchanged sentence

During the year ended December 31, 2019, we received 5.9 million shares, including 0.4 million shares received in January of 2019 related to our October 29, 2018 ASR agreement, resulting in $ 1,240 million of cash used to repurchase shares.

During the year ended December 31, 2018, we purchased a total of 8.4 million shares for cash of $ 1,660 million.

Redeemable Noncontrolling Interests

19 unchanged sentences

The following table summarizes the changes in the components of accumulated other comprehensive loss for the year ended December 31, 2021:

(in millions) Foreign Currency Translation Adjustment 1,3

(in millions) Foreign Currency Translation Adjustments 1,3

Pension and Postretirement Benefit Plans 2

Unrealized Gain (Loss) on Forward Exchange Contracts 3

Unrealized Gain (Loss)

on Cash Flow Hedges 3

Accumulated Other Comprehensive Loss

5 unchanged sentences

Balance as of December 31, 2021 $ ( 336 ) $ ( 305 ) $ ( 200 ) $ ( 841 )

1 Includes an unrealized loss related to cross currency swaps.

1 Includes an unrealized gain related to our cross currency swaps.

See note 6 – Derivative Instruments for additional detail of items recognized in accumulated other comprehensive loss.

2 Reflects amortization of net actuarial losses and is net of a tax benefit of $ 3 million for the year ended December 31, 2021.

See Note 7 — Employee Benefits for additional details of items reclassed from accumulated other comprehensive loss to net earnings.

3 See Note 6 – Derivative Instruments for additional detail of items recognized in accumulated other comprehensive loss.

3 See Note 6 – Derivative Instruments for additional details of items reclassified from accumulated other comprehensive loss to net earnings.

Earnings per Share

19 unchanged sentences

As of December 31, 2021, 2020 and 2019, there were no stock options excluded.

Restricted performance shares outstanding of 0.4 million as of December 31, 2020 and 2019, respectively and 0.5 million as of 2018 were excluded.

performance shares outstanding of 0.5 million as of December 31, 2021 and 0.4 million as of December 31, 2020 and 2019, respectively, were excluded.

Restructuring

During 2020 and 2019, we continued to evaluate our cost structure and further identified cost savings associated with streamlining our management structure and our decision to exit non-strategic businesses.

Our 2020 and 2019 restructuring plans consisted of a company-wide workforce reduction of approximately 830 and 300 positions, respectively, and are further detailed below.

We continuously evaluate our cost structure to identify cost savings associated with streamlining our management structure.

Our 2021 and 2020 restructuring plans consisted of company-wide workforce reductions of approximately 30 and 830 positions, respectively, and are further detailed below.

The charges for each restructuring plan are classified as selling and general expenses within the consolidated statements of income and the reserves are included in other current liabilities in the consolidated balance sheets.

In certain circumstances, reserves are no longer needed because of efficiencies in carrying out the plans or because employees previously identified for separation resigned from the Company and did not receive severance or were reassigned due to circumstances not foreseen when the original plans were initiated.

In certain circumstances, reserves are no longer needed because employees previously identified for separation resigned from the Company and did not receive severance or were reassigned due to circumstances not foreseen when the original plans were initiated.

In these cases, we reverse reserves through the consolidated statements of income during the period when it is determined they are no longer needed.

There were approximately $ 8 million of reserves from the 2020 restructuring plan that we have reversed in 2021, which offset the initial charge of $ 65 million recorded for the 2020 restructuring plan.

There were approximately $ 3 million of reserves from the 2018 restructuring plan that we have reversed in 2019, which offset the initial charge of $ 25 million recorded for the 2018 restructuring plan.

There were approximately $ 7 million of reserves from the 2019 restructuring plan that we reversed in 2020, which offset the initial charge of $ 25 million recorded for the 2019 restructuring plan.

The initial restructuring charge recorded and the ending reserve balance as of December 31, 2021 by segment is as follows:

7 unchanged sentences

Total $ 19 $ 19 $ 65 $ 13

For the year ended December 31, 2020, we have reduced the reserve for the 2020 restructuring plan by $ 7 million and for the years ended December 31, 2020 and 2019, we have reduced the reserve for the 2019 restructuring plan by $ 13 million and $ 7 million, respectively.

For the year ended December 31, 2021, we have made no reductions to the reserve for the 2021 restructuring plan.

For the years ended December 31, 2021 and 2020, we have reduced the reserve for the 2020 restructuring plan by $ 45 million and $ 7 million, respectively.

The reductions primarily related to cash payments for employee severance charges.

3 unchanged sentences

Our Chief Executive Officer is our chief operating decision-maker and evaluates performance of our segments and allocates resources based primarily on operating profit.

Segment operating profit does not include Corporate Unallocated, other income, net, or interest expense, net, as these are costs that do not affect the operating results of our reportable segments.

Segment operating profit does not include Corporate Unallocated expense, other (income) expense, net, interest expense, net, or loss on extinguishment of debt as these are amounts that do not affect the operating results of our reportable segments.

We use the same accounting policies for our segments as those described in Note 1 – Accounting Policies .

Prior-year amounts have been reclassified to conform with current presentation.

Beginning in the first quarter of 2019, the contract obligations for revenue from Kensho's major customers were transferred to Market Intelligence for fulfillment.

As a result of this transfer, from January 1, 2019 revenue from contracts with Kensho’s customers is reflected in Market Intelligence’s results.

In 2018, the revenue from contracts with Kensho’s customers was reported in Corporate revenue.

See Note 2 — Acquisitions and Divestitures for additional information.

A summary of operating results for the years ended December 31 is as follows:

5 unchanged sentences

Indices 1,149 989 918

Corporate — — 15

Intersegment elimination 1

6 unchanged sentences

Total reportable segments 4,647 3,936 3,438

Corporate Unallocated 6

Corporate Unallocated expense 6

( 426 ) ( 319 ) ( 212 )

1 unchanged sentence

1 Revenue for Ratings and expenses for Market Intelligence include an intersegment royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.

2 Operating profit for the year ended December 31, 2021 includes a gain on disposition of $ 6 million, recovery of lease-related costs of $ 4 million and employee severance charges of $ 3 million.

Operating profit for the year ended December 31, 2020 includes a technology-related impairment charge of $ 11 million, lease-related costs of $ 5 million and employee severance charges of $ 4 million.

Operating profit or the year ended December 31, 2019 includes employee severance charges of $ 11 million.

Operating profit for the year ended December 31, 2018 includes legal settlement expenses of $ 74 million and employee severance charges of $ 8 million.

Additionally, operating profit includes amortization of intangibles from acquisitions of $ 7 million for the year ended December 31, 2020 and $ 2 million for the years ended December 31, 2019 and 2018.

Additionally, operating profit includes amortization of intangibles from acquisitions of $ 10 million, $ 7 million and $ 2 million for the years ended December 31, 2021, 2020 and 2019, respectively.

3 Operating profit for the year ended December 31, 2021 includes employee severance charges of $ 3 million, a gain on disposition of $ 3 million, acquisition-related costs of $ 2 million and lease-related costs of $ 1 million.

Operating profit for the year ended December 31, 2020 includes employee severance charges of $ 27 million, a gain on dispositions of $ 12 million and lease-related costs of $ 3 million.

1 unchanged sentence

Operating profit for the year ended December 31, 2019 includes a gain on the sale of SPIAS of $ 22 million, employee severance charges of $ 6 million and acquisition-related costs of $ 4 million.

Operating profit for the year ended December 31, 2018 includes restructuring charges related to a business disposition and employee severance charges of $ 7 million.

Additionally, operating profit includes amortization of intangibles from acquisitions of $ 65 million, $ 76 million, and $ 75 million for the years ended December 31, 2021, 2020, and 2019, respectively.

4 Operating profit for the year ended December 31, 2021 includes recovery of lease-related costs of $ 2 million.

Operating profit for the year ended December 31, 2020 includes severance charges of $ 11 million and lease-related costs of $ 2 million.

2 unchanged sentences

Additionally, Operating profit includes amortization of intangibles from acquisitions of $ 8 million, $ 9 million, and $ 12 million for the years ended December 31, 2021, 2020, and 2019, respectively.

5 Operating profit for the year ended December 31, 2021 includes recovery of lease-related costs of $ 1 million.

Operating profit for the year ended December 31, 2020 includes employee severance charges of $ 5 million, a lease impairment charge of $ 4 million, a technology-related impairment charge of $ 2 million and lease-related costs of $ 1 million.

Operating profit includes amortization of intangibles from acquisitions of $ 6 million for the years ended December 31, 2021, 2020, and 2019.

6 Corporate Unallocated expense for the year ended December 31, 2021 includes IHS Markit merger costs of $ 249 million, employee severance charges of $ 13 million, lease-related costs of $ 4 million, a lease impairment of $ 3 million, Kensho retention related expenses of $ 2 million, acquisition-related costs of $ 2 million and a gain on disposition of $ 2 million.

Corporate Unallocated expense for the year ended December 31, 2020 includes lease impairments of $ 116 million, IHS Markit merger costs of $ 24 million, employee severance charges of $ 19 million, Kensho retention related expense of $ 12 million and a gain related to an acquisition of $ 1 million.

Corporate Unallocated expense for the year ended December 31, 2019 includes Kensho retention related expenses $ 21 million, lease impairments of $ 11 million and employee severance charges of $ 7 million.

Corporate Unallocated operating loss for the year ended December 31, 2018 includes Kensho retention related expense of $ 31 million, lease impairments of $ 11 million and employee severance charges of $ 10 million.

Additionally, Corporate Unallocated includes amortization of intangibles from acquisitions of $ 26 million, $ 28 million and $ 23 million for the years ended December 31, 2020, 2019 and 2018, respectively.

Corporate Unallocated expense for the year ended December 31, 2019 includes Kensho retention related expenses of $ 21 million, lease impairments of $ 11 million and employee severance charges of $ 7 million.

Additionally, Corporate Unallocated expense includes

amortization of intangibles from acquisitions of $ 7 million, $ 26 million, and $ 28 million for the years ended December 31, 2021, 2020, and 2019, respectively.

The following table presents our revenue disaggregated by revenue type for the years ended December 31:

(in millions) Ratings Market Intelligence Platts Indices Corporate Intersegment Elimination 1

(in millions) Ratings Market Intelligence Platts Indices Intersegment Elimination 1

Subscription $ — $ 2,191 $ 871 $ 191 $ — $ 3,253

12 unchanged sentences

Total revenue $ 4,097 $ 2,247 $ 950 $ 1,149 $ ( 146 ) $ 8,297

(in millions) Ratings Market Intelligence Platts Indices Corporate Intersegment Elimination 1

(in millions) Ratings Market Intelligence Platts Indices Intersegment Elimination 1

Subscription $ — $ 2,050 $ 809 $ 177 $ — $ 3,036

9 unchanged sentences

Total revenue $ 3,606 $ 2,106 $ 878 $ 989 $ ( 137 ) $ 7,442

(in millions) Ratings Market Intelligence Platts Indices Corporate Intersegment Elimination 1

(in millions) Ratings Market Intelligence Platts Indices Intersegment Elimination 1

Subscription $ — $ 1,904 $ 774 $ 165 $ — $ 2,843

13 unchanged sentences

1 Intersegment eliminations mainly consists of a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.

2 In the first quarter of 2021, we reevaluated our transaction and non-transaction presentation for Ratings which resulted in a reclassification from transaction revenue to non-transaction revenue of $ 8 million and $ 7 million for the years ended December 31, 2020 and 2019, respectively.

Segment information for the years ended December 31 is as follows:

15 unchanged sentences

Total reportable segments 7,008 7,206

Assets held for sale 2

Assets of businesses held for sale 2

Total $ 15,026 $ 12,537

1 Corporate assets consist principally of cash and cash equivalents, goodwill and other intangible assets, assets for pension benefits, deferred income taxes and leasehold improvements related to subleased areas.

2 Includes East Windsor and New Jersey facility as of December 31, 2019.

1 Corporate assets consist principally of cash and cash equivalents, goodwill and other intangible assets, assets for pension benefits and deferred income taxes.

2 Includes CGS and LCD as of December 31, 2021.

See Note 2 – Acquisitions and Divestitures for further discussion.

We do not have operations in any foreign country that represent more than 7 % of our consolidated revenue.

20 unchanged sentences

Commitments and Contingencies

We determine whether an arrangement meets the criteria for an operating lease or a finance lease at the inception of the arrangement.

We have operating leases for office space and equipment.

We consider these options in determining the lease term used to establish our right-of use ("ROU") assets and associated lease liabilities.

We sublease certain real estate leases to third parties which mainly consist of operating leases for space within our offices.

Leases with an initial term of 12 months or less are not recorded on the balance sheet;

we recognize lease expenses for these leases on a straight line-basis over the lease term in operating-related expenses and selling and general expenses.

Operating lease ROU assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date.

Our future minimum based payments used to determine our lease liabilities include minimum based rent payments and escalations.

During the year ended December 31, 2020, we recorded a pre-tax impairment charge of $ 120 million related to the impairment and abandonment of operating lease related ROU assets.

During the years ended December 31, 2021 and 2020, we recorded a pre-tax impairment charge of $ 31 million and $ 120 million, respectively, related to the impairment and abandonment of operating lease related ROU assets.

The pre-tax impairment charge recorded during the year ended December 31, 2021 is associated with consolidating our real estate facilities following the expected merger with IHS Markit.

The impairment charges are included in selling and general expenses within the consolidated statements of income.

11 unchanged sentences

Supplemental information related to leases for the years ended December 31 are as follows:

(in millions) Twelve Months

(in millions) 2021 2020

Cash paid for amounts included in the measurement for operating lease liabilities

17 unchanged sentences

Legal & Regulatory Matters

In the normal course of business both in the United States and abroad, the Company and its subsidiaries are defendants in a number of legal proceedings and are often the subject of government and regulatory proceedings, investigations and inquiries.

In the second quarter of 2020, Indices, a joint venture with CME Group controlled by the Company, received a “Wells Notice” from the Staff of the SEC stating that the Staff has made a preliminary determination to recommend that the SEC file an enforcement action against Indices.

The proposed action would allege violations of federal securities laws with respect to the absence of disclosure of a quality assurance mechanism and the impact of that mechanism on certain volatility related index values published on one business day in 2018.

The Staff’s recommendation may involve a civil injunctive action, a cease and desist proceeding, disgorgement, pre-judgment interest and civil money penalties.

The Wells Notice is neither a formal allegation nor a finding of wrongdoing.

It allows Indices the opportunity to provide its perspective and to address the issues raised by the Staff before any decision is made by the SEC on whether to authorize the commencement of an enforcement proceeding.

Indices has been cooperating with the SEC in this matter and intends to continue to do so.

The Company is aware of a potential class action complaint relating to alleged investment losses in collateralized debt obligations rated by Ratings prior to the financial crisis, which was filed in Australia on August 7, 2020 against the Company and a subsidiary of the Company.

The Company and its subsidiary have not been served.

In the normal course of business both in the United States and abroad, the Company and its subsidiaries are defendants in a number of legal proceedings and are often subjected to government and regulatory proceedings, investigations and inquiries.

S&P Global Ratings has been cooperating with an SEC investigation into possible violations of Section 15E of the Exchange Act and Rule 17g-5(c)(8) thereunder in connection with a 2017 credit rating analysis by S&P Global Ratings.

S&P Global Ratings is currently in active discussions to resolve the SEC’s inquiry.

S&P Global Ratings has not yet reached a definitive settlement agreement with the SEC on this matter but in the fourth quarter of 2021, accrued for potential monetary penalties based on discussions to date.

While we cannot predict with certainty whether we will reach agreement, or the terms of any such agreement, at this time, we do not believe that the resolution of this matter will have a material adverse effect on our business, financial condition or results of operations.

On May 17, 2021, Indices reached a settlement with the SEC relating to the operation of a then undisclosed quality assurance mechanism and its impact on certain real-time values of the S&P 500 VIX Short-Term Futures Index ER on a single business day, February 5, 2018 (the “VIX Matter”), which was the subject of a previously disclosed Wells Notice.

Indices neither

admitted nor denied the SEC's allegations.

The SEC found that Indices acted negligently in violation of Section 17(a)(3) of the Securities Act of 1933 with respect to the VIX Matter.

The SEC acknowledged Indices’ cooperation with the SEC staff.

The Company agreed to pay a penalty of $ 9 million that was previously reserved for in 2020 and to cease and desist from committing or causing any violations and any future violations of Section 17(a)(3) of the Securities Act of 1933.

A class action lawsuit was filed in Australia on August 7, 2020 against the Company and a subsidiary of the Company.

A separate lawsuit was filed against the Company and a subsidiary of the Company in Australia on February 2, 2021 by two entities within the Basis Capital investment group.

The lawsuits both relate to alleged investment losses in collateralized debt obligations rated by Ratings prior to the financial crisis.

We can provide no assurance that we will not be obligated to pay significant amounts in order to resolve these matters on terms deemed acceptable.

9 unchanged sentences

As a result, we cannot provide assurance that such outcomes will not have a material adverse effect on our consolidated financial condition, cash flows, business or competitive position.

our consolidated financial condition, cash flows, business or competitive position, which may require that we record liabilities in the consolidated financial statements in future periods.

Quarterly Financial Information (Unaudited)

(in millions, except per share data) First

quarter Second

quarter Third

quarter Fourth

quarter Total

Revenue $ 1,786 $ 1,943 $ 1,846 $ 1,867 $ 7,442

Operating profit $ 912 $ 1,105 $ 944 $ 656 $ 3,617

Net income $ 689 $ 842 $ 498 $ 505 $ 2,534

Net income attributable to S&P Global common shareholders

$ 639 $ 792 $ 455 $ 454 $ 2,339

Earnings per share attributable to S&P Global Inc.

common shareholders:

Basic $ 2.64 $ 3.29 $ 1.89 $ 1.89 $ 9.71

Diluted $ 2.62 $ 3.28 $ 1.88 $ 1.88 $ 9.66

Revenue $ 1,571 $ 1,704 $ 1,689 $ 1,735 $ 6,699

Operating profit $ 705 $ 813 $ 891 $ 818 $ 3,226

Net income $ 453 $ 602 $ 662 $ 585 $ 2,303

Net income attributable to S&P Global common shareholders

$ 410 $ 555 $ 617 $ 541 $ 2,123

Earnings per share attributable to S&P Global Inc.

common shareholders:

Basic $ 1.66 $ 2.25 $ 2.52 $ 2.22 $ 8.65

Diluted $ 1.65 $ 2.24 $ 2.50 $ 2.20 $ 8.60

Note - Totals presented may not sum due to rounding.

As litigation or the process to resolve pending matters progresses, as the case may be, we will continue to review the latest information available and assess our ability to predict the outcome of such matters and the effects, if any, on our consolidated financial condition, cash flows, business or competitive position, which may require that we record liabilities in the consolidated financial statements in future periods.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7A. Quantitative and Qualitative Disclosures About Market Risk