What changed in this filing

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Item 1. Financial Statements

2022-05-04 compared with 2021-10-26 · 361 added, 295 removed, 446 unchanged (60% of the section changed)

2 unchanged sentences

Consolidated Statements of Income

(in millions, except per share amounts) Three Months Ended Nine Months Ended

September 30, September 30,

2021 2020 2021 2020

(in millions, except per share amounts) Three Months Ended

Revenue $ 2,389 $ 2,016

5 unchanged sentences

Gain on dispositions ( 1,344 ) ( 2 )

Equity in Income on Unconsolidated Subsidiaries ( 3 ) —

Operating profit 1,892 1,081

1 unchanged sentence

Interest expense, net 57 32

Loss on extinguishment of debt — 279 — 279

Loss on extinguishment of debt, net 17 —

Income before taxes on income 1,867 1,056

16 unchanged sentences

Consolidated Statements of Comprehensive Income

(in millions) Three Months Ended Nine Months Ended

September 30, September 30,

2021 2020 2021 2020

(in millions) Three Months Ended

Net income $ 1,299 $ 808

4 unchanged sentences

( 26 ) ( 30 )

( 13 ) 14 2 ( 39 )

Pension and other postretirement benefit plans

5 3 25 ( 30 )

Income tax effect

( 1 ) ( 1 ) ( 5 ) 8

4 2 20 ( 22 )

Unrealized gain (loss) on cash flow hedges 31 14 ( 183 ) 10

Unrealized gain on cash flow hedges 107 2

Income tax effect

( 8 ) ( 3 ) 48 ( 2 )

23 11 ( 135 ) 8

Comprehensive income 1,358 797

comprehensive income attributable to nonredeemable noncontrolling interests

( 6 ) ( 3 ) ( 17 ) ( 8 )

comprehensive income attributable to redeemable noncontrolling interests

5 unchanged sentences

Consolidated Balance Sheets

(in millions) September 30,

(in millions) March 31,

2022 December 31,

5 unchanged sentences

Prepaid and other current assets 548 334

Assets of a business held for sale 407 321

Total current assets 7,787 8,810

4 unchanged sentences

Other intangible assets, net 21,177 1,285

Equity investment in unconsolidated subsidiaries 1,616 —

Other non-current assets 897 758

4 unchanged sentences

Accrued compensation and contributions to retirement plans 381 607

Short-term debt 66 —

Income taxes currently payable 518 90

1 unchanged sentence

Other current liabilities 1,045 547

Liabilities of a business held for sale 66 149

Total current liabilities 5,653 3,815

2 unchanged sentences

Pension and other postretirement benefits 273 262

Deferred tax liability — non-current 4,450 174

Other non-current liabilities 488 633

2 unchanged sentences

Commitments and contingencies (Note 12)

Common stock 294 294

Common stock, $ 1 par value:

authorized - 600 million shares;

2022 - 415 million shares;

2021 - 294 million shares

Additional paid-in capital 43,445 1,031

9 unchanged sentences

Consolidated Statements of Cash Flows

(in millions) Nine Months Ended

September 30,

(in millions) Three Months Ended

Operating Activities:

7 unchanged sentences

Gain on dispositions ( 1,344 ) ( 2 )

Loss on extinguishment of debt — 279

Loss on extinguishment of debt, net 17 —

Changes in operating assets and liabilities, net of effect of acquisitions and dispositions:

12 unchanged sentences

Changes in short-term investments 4 1

Cash used for investing activities ( 42 ) ( 204 )

Cash provided by (used for) investing activities 2,901 ( 24 )

Financing Activities:

Payments on short-term debt, net ( 219 ) —

Proceeds from issuance of senior notes, net 5,395 —

13 unchanged sentences

Consolidated Statements of Equity

Three Months Ended September 30, 2021

(in millions) Common Stock $1 par Additional Paid-in Capital Retained Income Accumulated Other Comprehensive Loss Less:

Treasury Stock Total SPGI Equity Noncontrolling Interests Total Equity

Balance as of June 30, 2021 $ 294 $ 963 $ 14,237 $ ( 764 ) $ 13,465 $ 1,265 $ 66 $ 1,331

Comprehensive income 1

797 14 811 6 817

Dividends (Dividend declared per common share — $ 0.77 per share)

( 186 ) ( 186 ) ( 3 ) ( 189 )

Employee stock plans 38 7 31 31

Change in redemption value of redeemable noncontrolling interest ( 76 ) ( 76 ) ( 76 )

Balance as of September 30, 2021 $ 294 $ 1,001 $ 14,772 $ ( 750 ) $ 13,472 $ 1,845 $ 70 $ 1,915

Three Months Ended September 30, 2020

(in millions) Common Stock $1 par Additional Paid-in Capital Retained Income Accumulated Other Comprehensive Loss Less:

Treasury Stock Total SPGI Equity Noncontrolling Interests Total Equity

Balance as of June 30, 2020 $ 294 $ 762 $ 13,189 $ ( 704 ) $ 13,331 $ 210 $ 58 $ 268

Comprehensive income 1

455 27 482 3 485

Dividends (Dividend declared per common share — $ 0.67 per share)

( 161 ) ( 161 ) ( 7 ) ( 168 )

Share repurchases 120 131 ( 11 ) ( 11 )

Employee stock plans 35 ( 2 ) 37 37

Change in redemption value of redeemable noncontrolling interest ( 115 ) ( 115 ) ( 115 )

Balance as of September 30, 2020 $ 294 $ 917 $ 13,368 $ ( 677 ) $ 13,460 $ 442 $ 56 $ 498

Nine Months Ended September 30, 2021

Three Months Ended March 31, 2022

(in millions) Common Stock $1 par Additional Paid-in Capital Retained Income Accumulated Other Comprehensive Loss Less:

5 unchanged sentences

( 186 ) ( 186 ) ( 186 )

Acquisition of IHS Markit 121 43,415 43,536 43,536

Share repurchases ( 1,050 ) 5,953 ( 7,003 ) ( 7,003 )

Employee stock plans 49 19 30 30

Change in redemption value of redeemable noncontrolling interest ( 1 ) ( 1 ) ( 1 )

Balance as of September 30, 2021 $ 294 $ 1,001 $ 14,772 $ ( 750 ) $ 13,472 $ 1,845 $ 70 $ 1,915

Nine Months Ended September 30, 2020

Other — ( 1 ) ( 1 )

Balance as of March 31, 2022 $ 415 $ 43,445 $ 16,065 $ ( 782 ) $ 19,441 $ 39,702 $ 79 $ 39,781

Three Months Ended March 31, 2021

(in millions) Common Stock $1 par Additional Paid-in Capital Retained Income Accumulated Other Comprehensive Loss Less:

5 unchanged sentences

( 186 ) ( 186 ) ( 186 )

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

Employee stock plans ( 11 ) 8 ( 19 ) ( 19 )

14 ( 3 ) 17 17

Change in redemption value of redeemable noncontrolling interest ( 16 ) ( 16 ) ( 16 )

Balance as of September 30, 2020 $ 294 $ 917 $ 13,368 $ ( 677 ) $ 13,460 $ 442 $ 56 $ 498

1 Excludes comprehensive income of $ 58 million and $ 40 million for the three months ended September 30, 2021 and 2020, respectively, and $ 161 million and $ 136 million for the nine months ended September 30, 2021 and 2020, respectively, attributable to our redeemable noncontrolling interest.

Balance as of March 31, 2021 $ 294 $ 935 $ 13,920 $ ( 648 ) $ 13,469 $ 1,032 $ 66 $ 1,098

1 Excludes comprehensive income of $ 59 million and $ 51 million for the three months ended March 31, 2022 and 2021, respectively, attributable to our redeemable noncontrolling interest.

See accompanying notes to the unaudited consolidated financial statements.

3 unchanged sentences

S&P Global Inc.

(together with its consolidated subsidiaries, "S&P Global," the “Company,” “we,” “us” or “our”) is a leading provider of transparent and independent ratings, benchmarks, analytics and data to the capital and commodity markets worldwide.

Our operations consist of four reportable segments:

S&P Global Ratings ("Ratings"), S&P Global Market Intelligence ("Market Intelligence"), S&P Global Platts ("Platts") and S&P Dow Jones Indices ("Indices").

(together with its consolidated subsidiaries, "S&P Global," the “Company,” “we,” “us” or “our”) is a provider of credit ratings, benchmarks, analytics and workflow solutions in the global capital, commodity and automotive markets.

Our operations consist of six reportable segments:

S&P Global Market Intelligence ("Market Intelligence"), S&P Global Ratings ("Ratings"), S&P Global Commodity Insights ("Commodity Insights"), S&P Global Mobility ("Mobility"), S&P Dow Jones Indices ("Indices") and S&P Global Engineering Solutions ("Engineering Solutions").

• Market Intelligence is a global provider of multi-asset-class data and analytics integrated with purpose-built workflow solutions.

• Ratings is an independent provider of credit ratings, research, and analytics, offering investors and other market participants information, ratings and benchmarks.

• Market Intelligence is a global provider of multi-asset-class data, research and analytical capabilities, which integrate cross-asset analytics and desktop services.

• Platts is the leading independent provider of information and benchmark prices for the commodity and energy markets.

• Commodity Insights is the leading independent provider of information and benchmark prices for the commodity and energy markets.

• Mobility is a leading provider of solutions serving the full automotive value chain including vehicle manufacturers (OEMs), automotive suppliers, mobility service providers, retailers, consumers, and finance and insurance companies.

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

• Engineering Solutions is a leading provider of engineering standards and related technical knowledge.

On February 28, 2022, we completed the merger with IHS Markit Ltd.

("IHS Markit") by acquiring 100 % of the IHS Markit common stock that was issued and outstanding as of the date of acquisition, and as a result, IHS Markit and its subsidiaries became wholly owned consolidated subsidiaries of S&P Global, and the consolidated financial statements as of and during the three months ended March 31, 2022 include the financial results of IHS Markit from the date of acquisition.

The merger with IHS Markit, a world leader in critical information, analytics, and solutions for the major industries and markets that drive economies, brings together two world-class organizations with leading brands and capabilities across information services that will be uniquely positioned to serve, facilitate and power the markets of the future.

The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

5 unchanged sentences

In the opinion of management, all normal recurring adjustments considered necessary for a fair statement of the results of the interim periods have been included.

The operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the full year.

The operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the full year.

On an ongoing basis, we evaluate our estimates and assumptions, including those related to revenue recognition, allowance for doubtful accounts, valuation of long-lived assets, goodwill and other intangible assets, pension plans, incentive compensation and stock-based compensation, income taxes, contingencies and redeemable noncontrolling interests.

1 unchanged sentence

Restricted Cash

Restricted cash included in our consolidated balance sheets was $ 8 million and $ 14 million as of September 30, 2021 and December 31, 2020, respectively.

Restricted cash included in our consolidated balance sheets was $ 2 million and $ 8 million as of March 31, 2022 and December 31, 2021, respectively.

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

1 unchanged sentence

Contract assets include unbilled amounts from when the Company transfers service to a customer before a customer pays consideration or before payment is due.

As of September 30, 2021 and December 31, 2020, contract assets were $ 17 million and $ 7 million, respectively, and are included in accounts receivable in our consolidated balance sheets.

As of March 31, 2022 and December 31, 2021, contract assets were $ 66 million and $ 9 million, respectively, and are included in accounts receivable in our consolidated balance sheets.

Unearned Revenue

We record unearned revenue when cash payments are received in advance of our performance.

The decrease in the unearned revenue balance at September 30, 2021 compared to December 31, 2020 is primarily driven by $ 1.9 billion of revenues recognized that were included in the unearned revenue balance at the beginning of the period, offset by cash payments received in advance of satisfying our performance obligations.

The increase in the unearned revenue balance at March 31, 2022 compared to December 31, 2021 is primarily driven by cash payments received in advance of satisfying our performance obligations, partially offset by $ 835 million of revenues recognized that were included in the unearned revenue balance at the beginning of the period.

Remaining Performance Obligations

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

As of September 30, 2021, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 2.5 billion.

As of March 31, 2022, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 4.1 billion.

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.

3 unchanged sentences

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 $ 127 million and $ 129 million as of September 30, 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.

Total capitalized costs to obtain a contract were $ 124 million and $ 137 million as of March 31, 2022 and December 31, 2021, 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.

2 unchanged sentences

These costs are recorded within selling and general expenses.

Equity in Income on Unconsolidated Subsidiaries

The Company holds an investment in a 50 / 50 joint venture arrangement with shared control with CME Group that combined each of the company’s post-trade services into a new joint venture, OSTTRA.

The joint venture provides trade processing and risk mitigation operations and incorporates CME’s optimization businesses (Traiana, TriOptima, and Reset) and the Company’s MarkitSERV business.

The combination is intended to increase operating efficiencies of both the company’s business to more effectively service clients with enhanced platforms and services for OTC markets across interest rate, FX, equity, and credit asset classes.

Other Income, net

The components of other income, net for the periods ended September 30 are as follows:

(in millions) Three Months Nine Months

2021 2020 2021 2020

The components of other income, net for the three months ended March 31 are as follows:

(in millions) 2022 2021

Other components of net periodic benefit cost $ ( 4 ) $ ( 11 )

$ ( 11 ) $ ( 9 ) $ ( 34 ) $ ( 24 )

Net (gain) loss from investments ( 45 ) 4

Other income, net $ ( 49 ) $ ( 7 )

1 The net periodic benefit cost for our retirement and post retirement plans for the nine months ended September 30, 2020 includes a non-cash pre-tax settlement charge of $ 3 million.

Acquisitions and Divestitures

Merger Agreement

In November of 2020, S&P Global and IHS Markit Ltd ("IHS Markit") entered into a merger agreement, pursuant to which, among other things, a subsidiary of S&P Global will merge with and into IHS Markit, with IHS Markit surviving the merger as a wholly owned subsidiary of S&P Global.

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 August 31, 2021, IHS Markit had approximately 398.8 million shares outstanding.

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

During the nine months ended September 30, 2021, we did not complete any material acquisitions.

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.

The acquisition will complement CRISIL's existing portfolio of products and expand offerings to new segments across financial services including commercial banks and asset and wealth managers.

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

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.

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

The acquisition of the ESG Ratings Business is not material to our consolidated financial statements.

During the three and nine months ended September 30, 2021, we recorded a pre-tax gain of $ 3 million ($ 2 million after-tax) in Gain on dispositions in the consolidated statements of income related to the sale of an office facility in India in September of 2021.

During the nine months ended September 30, 2021, we recorded a pre-tax gain of $ 2 million ($ 2 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.

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 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 three and nine months ended September 30, 2020, we recorded a pre-tax gain of $ 3 million ($ 2 million after-tax) and $ 11 million ($ 10 million after-tax) in Gain on dispositions in the consolidated statements of income related to the sale of IR.

In September of 2020, we sold our facility at East Windsor, New Jersey.

During the three and nine months ended September 30, 2020, we recorded a pre-tax gain of $ 4 million ($ 3 million after-tax) in Gain on dispositions in the consolidated statements of income related to the sale of East Windsor.

During the three and nine months ended September 30, 2020, we recorded a pre-tax gain of $ 1 million ($ 1 million after-tax) in Gain on dispositions in the consolidated statements of income related to the sale of SPIAS within our Market Intelligence segment in that occurred in July of 2019.

The operating profit of our businesses that were disposed of for the periods ended September 30 is as follows:

(in millions) Three Months Nine Months

Merger with IHS Markit

On February 28, 2022, we completed the merger with IHS Markit by acquiring 100 % of the IHS Markit common stock that was issued and outstanding as of the date of acquisition, and as a result, IHS Markit and its subsidiaries became wholly owned consolidated subsidiaries of S&P Global.

Upon completion of the merger with IHS Markit, IHS Markit stockholders received 113.8 million shares of S&P Global’s common stock, at an exchange ratio of 0.2838 S&P Global shares for each share of IHS Markit common stock, with cash paid in lieu of fractional shares.

The Company also issued approximately 0.9 million replacement equity award shares for IHS Markit equity awards that were assumed pursuant to the merger agreement.

The preliminary estimated fair value of the consideration transferred for IHS Markit was approximately $ 43.5 billion as of the merger date, which consisted of the following:

(in millions, except for share and per share data) February 28, 2022

Number of shares IHS Markit issued and outstanding* 400,988,207

Exchange ratio 0.2838

Number of S&P Global common stock transferred to IHS Markit stockholders 113,800,453

Closing price per share of S&P Global common stock** $ 380.89

Fair value of S&P Global common stock transferred IHS Markit stockholders $ 43,345

Fair value of S&P Global replacement equity awards attributable to pre-combination service $ 191

Total equity consideration $ 43,536

*Excludes 25,219,470 IHS Markit shares held by the Markit Group Holdings Limited Employee Benefit Trust ("EBT").

The shares held by the EBT were converted in the merger into S&P Global shares at the exchange ratio of 0.2838 and will continue to be held by the trustee in the EBT.

**Based on S&P Global's closing stock price on February 25, 2022.

Preliminary Allocation of Purchase Price

The merger with IHS Markit was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”).

The purchase price was allocated to the assets acquired and liabilities assumed based on the estimated fair values at the date of acquisition.

The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill, of which $ 699 million is expected to be deductible for tax purposes.

Goodwill is primarily attributed to synergies from future expected economic benefits, including enhanced revenue growth from expanded capabilities and geographic presence as well as substantial cost savings from duplicative overhead, streamlined operations and enhanced operational efficiency.

Goodwill associated with the merger has not yet been assigned to the Company’s reportable segments.

The March 31, 2022 consolidated balance sheet includes the assets and liabilities of IHS Markit, which have been measured at fair value as of the acquisition date.

The preliminary allocation of purchase price recorded for IHS Markit was as follows:

(in millions) February 28, 2022

Assets acquired

Cash and cash equivalents $ 310

Accounts receivable, net 968

Prepaid and other current assets 244

Assets of a business held for sale 1,519

Property and equipment 122

Right of use assets 234

Goodwill 30,136

Other intangible assets 20,002

Other non-current assets 1,730

Total assets acquired $ 55,265

Liabilities assumed

Account payable $ 174

Accrued compensation 81

Short-term debt 968

Unearned revenue 1,053

Other current liabilities 577

Liabilities of a business held for sale 72

Long-term debt 4,191

Lease liabilities - non-current 227

Deferred tax liability - non-current 4,330

Other non-current liabilities 56

Total liabilities assumed $ 11,729

Total consideration transferred $ 43,536

The above fair values of assets acquired and liabilities assumed are preliminary and are based on the information that was available as of the reporting date.

The fair values of the assets acquired and liabilities assumed, including the identifiable assets acquired, have been preliminarily determined using the income and cost approaches, and are partially based on inputs that are unobservable.

For intangible assets, these inputs include forecasted future cash flows, revenue growth rates, customer attrition rates and discount rates that require judgement and are subject to change.

Differences between the preliminary estimates and final accounting will occur, and those differences could be material.

The Company believes that the information provides a reasonable basis for estimating the fair values of the acquired assets and assumed liabilities, but the potential for measurement period adjustments exists based on the Company’s continuing review of matters related to the acquisition.

The Company expects to complete the purchase price allocation as soon as practicable, but no later than one year from the acquisition date.

Acquired Identifiable Intangible Assets

The following table sets forth the components of the identifiable intangible assets acquired and their estimated useful lives:

(in millions) Fair Value Weighted Average Useful Lives

Customer relationships $ 14,552 25 years

Trade names and trademarks 1,542 14 years

Developed technology 1,150 10 years

Databases 2,758 12 years

Total Identified Intangible Assets $ 20,002 21 years

Expected Amortization Expense

Expected amortization expense for intangible assets over the next five years for the years ended December 31 is as follows:

(in millions) 2022 2023 2024 2025 2026

Amortization expense $ 1,148 $ 1,143 $ 1,141 $ 1,114 $ 1,092

Acquisition-Related Expenses

The Company incurred acquisition-related costs of $ 230 million and $ 49 million related to the IHS Markit merger for the three months ended March 31, 2022 and 2021, respectively.

These costs were included in selling and general expenses within the Company’s consolidated statements of income for the three months ended March 31, 2022 and 2021, respectively.

Pro forma information

Since the acquisition date, the results of operations for IHS Markit of $ 432 million of revenue and $ 55 million of operating profit for the three months ended March 31, 2022, have been included within the accompanying consolidated statements of income.

The following unaudited supplemental pro forma combined financial information presents the Company’s results of operations for the three months ended March 31, 2022 and 2021 as if the acquisition of IHS Markit had occurred on January 1, 2021.

The pro forma financial information is presented for comparative purposes only and is not necessarily indicative of the Company’s operating results that may have actually occurred had the acquisition of IHS Markit been completed on January 1, 2021.

The pro forma results do not include any transaction costs, anticipated synergies or other expected benefits of the acquisition.

Three months ended

(in millions) 2022 2021

Revenue $ 3,072 $ 3,022

$ 1,519 $ 644

1 The proforma net income excludes $ 362 million of one-time merger and transaction costs for the three months ended March 31, 2022.

The unaudited pro f orma financial information reflects pro forma adjustments to present the combined pro forma results of operations as if the acquisition had occurred on January 1, 2021 to give effect to certain events the Company believes to be directly attributable to the acquisition.

During the three months ended March 31, 2021, we did not complete any material acquisitions.

As a condition of securing regulatory approval for the merger, S&P Global and IHS Markit agreed to divest of certain of their businesses.

S&P Global’s divestitures include CUSIP Global Services, its Leveraged Commentary and Data (“LCD”) business and a related family of leveraged loan indices while the IHS Markit’s divestitures include Oil Price Information Services (“OPIS”);

Coal, Metals and Mining;

and PetroChem Wire businesses and its base chemicals business.

In March of 2022, we completed the previously announced sale of CUSIP Global Services ("CGS"), a business within our Market Intelligence segment, to FactSet Research Systems Inc.

for a purchase price of $ 1.925 billion in cash, subject to customary adjustments.

During the three months ended March 31, 2022, we recorded a pre-tax gain of $ 1.344 billion ($ 999 million after tax) in Gain on dispositions in the consolidated statements of income related to the sale of CGS.

In February 2022, we completed the previously announced sale of OPIS to News Corp for $ 1.150 billion in cash.

During the three months ended March 31, 2021, we did not complete any dispositions.

During the three months ended March 31, 2021, we recorded a pre-tax gain of $ 2 million ($ 2 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, in July of 2019.

Assets and Liabilities Held for Sale

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

(in millions) March 31, December 31,

Accounts Receivable, net 26 $ 59

Goodwill 381 255

Other assets — 7

Assets of businesses held for sale $ 407 $ 321

Accounts payable and accrued expenses $ — $ 11

Unearned revenue 66 138

Liabilities of businesses held for sale $ 66 $ 149

1 Assets and liabilities held for sale as of March 31, 2022 relate to LCD and the base chemicals business.

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

The operating profit of our businesses that were disposed of or classified as held for sale for the three months ended March 31 is as follows:

(in millions) 2022 2021

Operating profit 3

$ — $ 1 $ 1 $ 2

1 Operating profit excludes a pre-tax gain related to the sale of SPIAS of $ 2 million for nine months ended September 30, 2021, and $ 1 million for the three and nine months ended September 30, 2020.

The three and nine months ended September 30, 2020 exclude a pre-tax gain on the sale of the IR webhosting business of $ 3 million and $ 11 million, respectively.

The effective income tax rate was 19.9 % and 22.8 % for the three and nine months ended September 30, 2021, respectively, and 21.7 % and 21.6 % for the three and nine months ended September 30, 2020, respectively.

The decrease in the three months ended September 30, 2021 was primarily due to a refinement in tax accruals on foreign operations related to both a prior and current period, partially offset by the deductible pre-tax loss on extinguishment of debt in the prior year.

The increase in the nine months ended September 30, 2021 was primarily due to the decrease in the recognition of excess tax benefits associated with share-based payments in the statement of income, certain non-deductible IHS Markit merger costs and the deductible pre-tax loss on extinguishment of debt in the prior year.

3 The operating profit presented includes the revenue and recurring direct expenses associated with businesses disposed of or held for sale.

The three months ended March 31, 2022 and 2021 excludes pre-tax gains related to the sale CGS and SPIAS of $ 1.3 billion and $ 2 million, respectively.

The effective income tax rate was 30.4 % and 23.4 % for the three months ended March 31, 2022 and March 31, 2021, respectively.

The increase in the three months ended March 31, 2022 was primarily due to the tax charge on merger related divestitures and deal related non-deductible costs.

At the end of each interim period, we estimate the annual effective tax rate and apply that rate to our ordinary quarterly earnings.

2 unchanged sentences

The Company is continuously subject to tax examinations in various jurisdictions.

As of September 30, 2021 and December 31, 2020, the total amount of federal, state and local, and foreign unrecognized tax benefits was $ 143 million and $ 121 million, respectively, exclusive of interest and penalties.

As of March 31, 2022 and December 31, 2021, the total amount of federal, state and local, and foreign unrecognized tax benefits was $ 191 million and $ 147 million, respectively, exclusive of interest and penalties.

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

As of September 30, 2021 and December 31, 2020, we had $ 27 million and $ 24 million, respectively, of accrued interest and penalties associated with unrecognized tax benefits.

As of March 31, 2022 and December 31, 2021, we had $ 30 million and $ 24 million, respectively, of accrued interest and penalties associated with unrecognized tax benefits.

Based on the current status of income tax audits, we believe that the total amount of unrecognized tax benefits may decrease by approximately $ 19 million in the next twelve months as a result of the resolution of local tax examinations.

A summary of long-term debt outstanding is as follows:

(in millions) September 30,

A summary of short-term and long-term debt outstanding is as follows:

(in millions) March 31,

2022 December 31,

7 unchanged sentences

2.45 % Senior Notes, due 2027 8

4.75 % Senior Notes, due 2028 9

4.25 % Senior Notes, due 2029 10

2.5 % Senior Notes, due 2029 11

2.7 % Sustainability-Linked Senior Notes, due 2029 12

1.25 % Senior Notes, due 2030 13

2.90 % Senior Notes, due 2032 14

6.55 % Senior Notes, due 2037 15

4.5 % Senior Notes, due 2048 16

3.25 % Senior Notes, due 2049 17

3.70 % Senior Notes, due 2052 18

2.3 % Senior Notes, due 2060 19

3.9 % Senior Notes, due 2062 20

Total debt 11,392 4,114

short-term debt including current maturities 66 —

Long-term debt $ 11,326 $ 4,114

1 Interest payments are due semiannually on June 15 and December 15, and as of September 30, 2021, the unamortized debt discount and issuance costs total $ 4 million.

2 Interest payments are due semiannually on January 22 and July 22, and as of September 30, 2021, the unamortized debt discount and issuance costs total $ 5 million.

3 Interest payments are due semiannually on June 1 and December 1, and as of September 30, 2021, the unamortized debt discount and issuance costs total $ 4 million.

4 Interest payments are due semiannually on February 15 and August 15, beginning on February 15, 2021, and as of September 30, 2021, the unamortized debt discount and issuance costs total $ 7 million.

5 Interest payments are due semiannually on May 15 and November 15, and as of September 30, 2021, the unamortized debt discount and issuance costs total $ 3 million.

6 Interest payments are due semiannually on May 15 and November 15, and as of September 30, 2021, the unamortized debt discount and issuance costs total $ 10 million.

7 Interest payments are due semiannually on June 1 and December 1, and as of September 30, 2021, the unamortized debt discount and issuance costs total $ 11 million.

8 Interest payments are due semiannually on February 15 and August 15, beginning on February 15, 2021, and as of September 30, 2021, the unamortized debt discount and issuance costs total $ 19 million.

The fair value of our total debt borrowings was $ 4.4 billion and $ 4.6 billion as of September 30, 2021 and December 31, 2020, respectively, and was estimated based on quoted market prices.

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.

1 Interest payments are due semiannually on May 1 and November 1.

2 Interest payments are due semiannually on February 1 and August 1.

3 Interest payments are due semiannually on May 1 and November 1.

4 Interest payments are due semiannually on February 15 and August 15.

5 Interest payments are due semiannually on June 15 and December 1, and as of March 31, 2022, the unamortized debt discount and issuance costs total $ 4 million.

6 Interest payments are due semiannually on March 1 and September 1.

7 Interest payments are due semiannually on January 22 and July 22, and as of March 31, 2022, the unamortized debt discount and issuance costs total $ 4 million.

8 Interest payments are due semiannually on March 1 and September 1, beginning on September 1, 2022, and as of March 31, 2022, the unamortized debt discount and issuance costs total $ 16 million.

9 Interest payments are due semiannually on February 1 and August 1.

10 Interest payments are due semiannually on May 1 and November 1.

11 Interest payments are due semiannually on June 1 and December 1, and as of March 31, 2022, the unamortized debt discount and issuance costs total $ 4 million.

12 Interest payments are due semiannually on March 1 and September 1, beginning on September 1, 2022, and as of March 31, 2022, the unamortized debt discount and issuance costs total $ 19 million.

13 Interest payments are due semiannually on February 15 and August 15, and as of March 31, 2022, the unamortized debt discount and issuance costs total $ 7 million.

14 Interest payments are due semiannually on March 1 and September 1, beginning on September 1, 2022, and as of March 31, 2022, the unamortized debt discount and issuance costs total $ 31 million.

15 Interest payments are due semiannually on May 15 and November 15, and as of March 31, 2022, the unamortized debt discount and issuance costs total $ 3 million.

16 Interest payments are due semiannually on May 15 and November 15, and as of March 31, 2022, the unamortized debt discount and issuance costs total $ 10 million.

17 Interest payments are due semiannually on June 1 and December 1, and as of March 31, 2022, the unamortized debt discount and issuance costs total $ 10 million.

18 Interest payments are due semiannually on March 1 and September 1, beginning on September 1, 2022, and as of March 31, 2022, the unamortized debt discount and issuance costs total $ 26 million.

19 Interest payments are due semiannually on February 15 and August 15, and as of March 31, 2022, the unamortized debt discount and issuance costs total $ 18 million.

20 Interest payments are due semiannually on March 1 and September 1, beginning on September 1, 2022, and as of March 31, 2022, the unamortized debt discount and issuance costs total $ 14 million.

The fair value of our total debt borrowings was $ 10.8 billion and $ 4.4 billion as of March 31, 2022 and December 31, 2021, respectively, and was estimated based on quoted market prices.

On February 28, 2022, we completed the merger with IHS Markit in an all-stock transaction.

In the transaction, we assumed IHS Markit's publicly traded debt, with an outstanding principal balance of $ 4.6 billion, which was recorded at fair value of $ 4.9 billion on the acquisition date.

Debt assumed consisted of the following:

• 5.00 % Senior Notes due November 1, 2022 with an outstanding principal balance of $ 748 million.

• 4.125 % Senior Notes due August 1, 2023 with an outstanding principal balance of $ 500 million.

• 3.625 % Senior Notes due May 1, 2024 with an outstanding principal balance of $ 400 million.

• 4.75 % Senior Notes due February 15, 2025 with an outstanding principal balance of $ 800 million.

• 4.00 % Senior Notes due March 1, 2026 with an outstanding principal balance of $ 500 million.

• 4.75 % Senior Notes due August 1, 2028 with an outstanding principal balance of $ 750 million.

• 4.25 % Senior Notes due May 1, 2029 with an outstanding principal balance of $ 950 million.

The adjustment to fair value of the Senior Notes of approximately $ 292 million on the acquisition date will be amortized as an adjustment to interest expense over the remaining contractual terms of the Senior Notes.

On March 2, 2022, we completed the offer (the "Exchange Offer") to exchange outstanding notes issued by IHS Markit for new notes issued by us and fully and unconditionally guaranteed by Standard & Poor's Financial Services LLC with the same interest rate, interest payment dates, maturity date and redemption terms as each corresponding series of exchange IHS Markit notes and cash.

Of the approximately $ 4.6 billion in aggregate principal amount of IHS Markit's Senior Notes offered in the exchange, 96 % percent, or approximately $ 4.5 billion, were tendered and accepted.

The portion not exchanged, approximately $ 175 million, remains outstanding across seven series of Senior Notes issued by IHS Markit.

The Exchange Offer was treated as a debt modification for accounting purposes resulting in a portion of the unamortized fair value adjustment of the IHS Markit Senior Notes allocated to the new debt issued by S&P Global on the settlement date of the exchange.

See Note 2 — Acquisitions and Divestitures for additional information on the merger.

On March 4, 2022, we issued $ 1,250 million of 2.45 % Senior Notes due 2027, $ 1,250 million of 2.7 % Sustainability-Linked Senior Notes due 2029, $ 1,500 million of 2.9 % Senior Notes due 2032, $ 1,000 million of 3.7 % Senior Notes due 2052, and $ 500 million of 3.9 % Senior Notes due 2062.

The Notes are fully and unconditionally guaranteed by our wholly-owned subsidiary, Standard & Poor's Financial Services LLC.

In the third quarter of 2020, we used the net proceeds to fund the redemption and extinguishment of the $ 900 million outstanding principal amount of our 4.4 % senior notes due in 2026 and a portion of the outstanding principal amount of our 6.55 % senior notes due in 2037 and our 4.5 % senior notes due in 2048.

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 September 30, 2021 and December 31, 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 previous credit facility during the three and nine months ended September 30, 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

In the first quarter of 2022, we used a portion of the net proceeds from the new debt issuance to fund the redemption and extinguishment of the outstanding principal amount of our 4.125 % Senior Notes due 2023, 3.625 % Senior Notes due 2024, and our 4.0 % Senior Notes due 2026 which were former IHS Markit Notes that were exchanged to SPGI Notes as part of the Exchange Offer.

In addition, we also used part of the net proceeds from the new debt issuance noted above to fund the early tender as well as a subsequent full redemption of our 5.0 % Senior Notes due 2022 and the 4.750 % Senior Notes due 2025, both of which were former IHS Markit Notes that were exchanged to SPGI Notes as part of the Exchange Offer, as well as our 4.0 % Senior Notes due 2025.

The majority of the liability management transactions settled within the first quarter, however, given the timing of certain redemptions a lesser portion of these settled post-quarter end.

During the three months ended March 31, 2022, we recognized a $ 17 million loss on extinguishment of debt which includes a $ 118 million tender premium paid to tendering note holders in accordance with the terms of the tender offer, offset by a $ 101 million non-cash write-off related to the fair market value step up premium on extinguished debt.

We have the ability to borrow a total of $ 2.0 billion through our commercial paper program, which is supported by our $ 2.0 billion five-year credit agreement (our "credit facility") that will terminate on April 26, 2026.

On April 26, 2021, we entered into a revolving $ 1.5 billion five-year credit agreement that included an accordion feature which allowed the Company to increase the total commitments thereunder by up to an additional $ 500 million, subject to certain customary terms and conditions.

On February 25, 2022, we exercised the accordion feature which increased the total commitments available under our credit facility from $ 1.5 billion to $ 2.0 billion.

As of March 31, 2022 and December 31, 2021, there was no commercial paper outstanding.

We currently pay a commitment fee of 9 basis points.

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.

7 unchanged sentences

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

As of September 30, 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 nine months ended September 30, 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.

As of March 31, 2022 and December 31, 2021, 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 three months ended March 31, 2022, 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;

2 unchanged sentences

Undesignated Derivative Instruments

During the nine months ended September 30, 2021 and twelve months ended December 31, 2020, 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.

During the three months ended March 31, 2022 and twelve months ended December 31, 2021, 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 do not qualify for hedge accounting.

As of September 30, 2021 and December 31, 2020, the aggregate notional value of these outstanding forward contracts was $ 336 million and $ 460 million, respectively.

As of March 31, 2022 and December 31, 2021, the aggregate notional value of these outstanding forward contracts was $ 878 million and $ 376 million, respectively.

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 as of September 30, 2021 and December 31, 2020 was $ 6 million and $ 2 million, respectively.

The amount recorded in selling and general expense related to these contracts was a net loss of $ 6 million and $ 10 million for three and nine months ended September 30, 2021, respectively, and a net gain of $ 5 million and less than $ 1 million for the three and nine months ended September 30, 2020, respectively.

The amount recorded in prepaid and other current assets as of March 31, 2022 and December 31, 2021 was $ 5 million and $ 5 million, respectively.

The amount recorded in other current liabilities as of March 31, 2022 and December 31, 2021 was $ 3 million and less than $ 1 million, respectively.

The amount recorded in selling and general expense related to these contracts was a net loss of $ 19 million and $ 6 million for three months ended March 31, 2022 and 2021 respectively.

Net Investment Hedges

During the nine months ended September 30, 2021 and twelve months ended December 31, 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.

During the twelve months ended December 31, 2021, 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, 2029, 2030.

As of September 30, 2021 and December 31, 2020, the notional value of our outstanding cross currency swaps designated as a net investment hedge was $ 1 billion.

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.

As of March 31, 2022 and December 31, 2021, the notional value of our outstanding cross currency swaps designated as a net investment hedge was $ 1 billion.

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.

The gain or loss will be subsequently reclassified into net earnings when the hedged net investment is either sold or substantially liquidated.

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 for the three and nine months ended September 30, 2021 represent net periodic interest settlements and accruals, which are recognized in interest expense, net.

We recognized net interest income of $ 5 million and $ 14 million for the three and nine months ended September 30, 2021, respectively, and $ 3 million and $ 7 million for the three and nine months ended September 30, 2020, respectively.

Accordingly, amounts related to the cross currency swaps recognized directly in net income for the three months ended March 31, 2022 represent net periodic interest settlements and accruals, which are recognized in interest expense, net.

We recognized net interest expense of $ 10 million for the three months ended March 31, 2022 and net interest income of $ 5 million for the three months ended March 31, 2021, respectively.

Cash Flow Hedges

Foreign Exchange Forward Contracts

During the nine months ended September 30, 2021 and twelve months ended December 31, 2020, 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 third quarter of 2023 and the fourth quarter of 2022, respectively.

During the three months ended March 31, 2022 and twelve months ended December 31, 2021, 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 first quarter of 2024 and the fourth quarter of 2023, respectively.

These contracts are intended to offset the impact of movement of exchange rates on future revenue and operating costs and are scheduled to mature within twenty-four months .

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 September 30, 2021, we estimate that $ 8 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 September 30, 2021 and December 31, 2020, the aggregate notional value of our outstanding foreign exchange forward contracts designated as cash flow hedges was $ 520 million and $ 489 million, respectively.

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 March 31, 2022, we estimate that less than $ 1 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 March 31, 2022 and December 31, 2021, the aggregate notional value of our outstanding foreign exchange forward contracts designated as cash flow hedges was $ 501 million and $ 498 million, respectively.

Interest Rate Swaps

During the nine months ended September 30, 2021, we entered into a series of interest rate swaps.

During the 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.

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 will be subsequently reclassified into interest expense, net in the same period that the hedged transaction affects earnings.

As of September 30, 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 September 30, 2021 and December 31, 2020:

(in millions) September 30, December 31,

As of March 31, 2022, the aggregate notional value of our outstanding interest rate swaps designated as cash flow hedges was $ 1.4 billion.

The following table provides information on the location and fair value amounts of our cash flow hedges and net investment hedges as of March 31, 2022 and December 31, 2021:

(in millions) March 31, December 31,

Balance Sheet Location 2022 2021

5 unchanged sentences

Other non-current liabilities Cross currency swaps $ 4 $ 17

The following table provides information on the location and amounts of pre-tax gains (losses) on our cash flow hedges and net investment hedges for the periods ended September 30:

(in millions) Gain (Loss) recognized in Accumulated Other Comprehensive Loss (effective portion) Location of Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into Income (effective portion) Gain (Loss) reclassified from Accumulated Other Comprehensive Loss into Income (effective portion)

2021 2020 2021 2020

Cash flow hedges - designated as hedging instruments

Foreign exchange forward contracts $ ( 4 ) $ 11 Revenue, Selling and general expenses $ 5 $ 2

Interest rate swap contracts $ 36 $ — Interest expense, net $ — $ —

Net investment hedges - designated as hedging instruments

Cross currency swaps $ 33 $ ( 47 ) Interest expense, net $ ( 1 ) $ —

The following table provides information on the location and amounts of pre-tax gains (losses) on our cash flow hedges and net investment hedges for the three months ended March 31:

5 unchanged sentences

Cross currency swaps $ 21 $ 15 Interest expense, net $ ( 1 ) $ —

The activity related to the change in unrealized gains (losses) in accumulated other comprehensive loss was as follows for the periods ended September 30:

(in millions) Three Months Nine Months

2021 2020 2021 2020

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

(in millions) 2022 2021

Cash Flow Hedges

Foreign exchange forward contracts

Net unrealized gains (losses) on cash flow hedges, net of taxes, beginning of period $ 12 $ ( 1 ) $ 14 $ 2

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

Change in fair value, net of tax ( 3 ) 5

2 unchanged sentences

Interest rate swap contracts

Net unrealized gains (losses) on cash flow hedges, net of taxes, beginning of period $ ( 155 ) $ — $ — $ —

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

Change in fair value, net of tax 85 2

Reclassification into earnings, net of tax — —

Net unrealized losses on cash flow hedges, net of taxes, end of period $ ( 128 ) $ — $ ( 128 ) $ —

Net unrealized (losses) gains on cash flow hedges, net of taxes, end of period $ ( 118 ) $ 2

Net Investment Hedges

Net unrealized gains (losses) on net investment hedges, net of taxes, beginning of period $ ( 59 ) $ — $ ( 81 ) $ ( 8 )

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

Change in fair value, net of tax 14 11

Reclassification into earnings, net of tax 1 —

Net unrealized gains (losses) on net investment hedges, net of taxes, end of period $ ( 36 ) $ ( 36 ) $ ( 36 ) $ ( 36 )

Net unrealized losses on net investment hedges, net of taxes, end of period $ ( 2 ) $ ( 70 )

Employee Benefits

12 unchanged sentences

Net periodic benefit cost for our retirement and postretirement plans other than the service cost component are included in other income, net in our consolidated statements of income.

The components of net periodic benefit cost for our retirement plans and postretirement plans for the periods ended September 30 are as follows:

(in millions) Three Months Nine Months

2021 2020 2021 2020

The components of net periodic benefit cost for our retirement plans and postretirement plans for the three months ended March 31 are as follows:

(in millions) 2022 2021

Service cost $ 1 $ 1

3 unchanged sentences

Net periodic benefit cost $ ( 6 ) $ ( 11 )

Settlement charge 1

Net benefit cost $ ( 10 ) $ ( 8 ) $ ( 31 ) $ ( 21 )

1 During the nine months ended September 30, 2020, lump sum withdrawals exceeded the combined total anticipated annual service and interest cost of our UK pension plan, triggering the recognition of a non-cash pre-tax settlement charge of $ 3 million.

Net periodic benefit cost related to our postretirement plans reflected in the table above was not material for the three and nine months ended September 30, 2021 and 2020.

Net periodic benefit cost related to our postretirement plans reflected in the table above was not material for the three months ended March 31, 2022 and 2021.

As discussed in our Form 10-K, we changed certain discount rate assumptions for our retirement and postretirement plans and our expected return on assets assumption for our retirement plans which became effective on January 1, 2022.

The effect of the assumption changes on retirement and postretirement expense for the three and nine months ended September 30, 2021 did not have a material impact to our financial position, results of operations or cash flows.

In the first nine months of 2021, we contributed $ 7 million to our retirement plans and expect to make additional required contributions of approximately $ 4 million to our retirement plans during the remainder of the year.

We may elect to make additional non-required contributions depending on investment performance or any potential deterioration of our pension plan status in the fourth quarter of 2021.

The effect of the assumption changes on retirement and postretirement expense for the three months ended March 31, 2022 did not have a material impact to our financial position, results of operations or cash flows.

In the first three months of 2022, we contributed $ 3 million to our retirement plans and expect to make additional required contributions of approximately $ 9 million to our retirement plans during the remainder of the year.

We may elect to make additional non-required contributions depending on investment performance or any potential deterioration of our pension plan status in the remaining nine months of 2022.

Stock-Based Compensation

1 unchanged sentence

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.

Total stock-based compensation expense primarily related to restricted stock and unit awards was $ 40 million and $ 90 million for the three and nine months ended September 30, 2021, respectively, and $ 38 million and $ 60 million, for the three and nine

months ended September 30, 2020, respectively.

Total unrecognized compensation expense related to unvested restricted stock and unit awards as of September 30, 2021 was $ 122 million, which is expected to be recognized over a weighted average period of 1.8 years.

For the three months ended March 31, 2022 and 2021, total stock-based compensation expense primarily related to restricted stock and unit awards was $ 94 million and $ 19 million, respectively.

For the three months ended March 31, 2022, stock-based compensation expense primarily related to the early vesting of IHS Markit equity awards as a result of employee terminations and restructuring efforts.

During the three month ended March 31, 2022, the Company granted 0.6 million shares of restricted stock and unit awards, which had a weighted average grant date fair value of $ 390.58 per share.

Total unrecognized compensation expense related to unvested restricted stock and unit awards as of March 31, 2022 was $ 422 million, which is expected to be recognized over a weighted average period of 2.2 years.

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

On February 28, 2022, the Board of Directors approved a quarterly common stock dividend of $ 0.85 per share.

The quarterly dividend will increase from $ 0.77 to $ 0.85 per share in the second quarter.

Stock Repurchases

2 unchanged sentences

Our purchased shares may be used for general corporate purposes, including the issuance of shares for stock compensation plans and to offset the dilutive effect of the exercise of employee stock options.

As of September 30, 2021, 30 million shares remained available under the 2020 Repurchase Program and 0.8 million shares remained available under the 2013 repurchase program.

Our 2020 Repurchase Program and 2013 Repurchase Program have no expiration date and purchases under these programs may be made from time to time on the open market and in private transactions, depending on market conditions.

We entered into accelerated share repurchase (“ASR”) agreements with financial institutions to initiate share repurchases of our common stock.

As of March 31, 2022, we completed the 2013 repurchase program and 15.5 million shares remained available under the 2020 Repurchase Program.

Our 2020 Repurchase Program has no expiration date and purchases under this program may be made from time to time on the open market and in private transactions, depending on market conditions.

We enter into accelerated share repurchase (“ASR”) agreements with financial institutions to initiate share repurchases of our common stock.

Under an ASR agreement, we pay a specified amount to the financial institution and receive an initial delivery of shares.

7 unchanged sentences

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 period ended September 30, 2021, structured as outlined above, are as follows:

(in millions, except average price)

ASR Agreement Initiation Date ASR Agreement Completion Date Initial Shares Delivered Additional Shares Delivered Total Number of Shares

Purchased Average Price Paid Per Share Total Cash Utilized

February 11, 2020 1

July 27, 2020 1.3 0.4 1.7 $ 292.13 $ 500

February 11, 2020 2

July 27, 2020 1.4 0.3 1.7 $ 292.13 $ 500

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.

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.

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

Additionally, we purchased shares of our common stock in the open market for the periods ended September 30, 2020 as follows:

During the three months ended March 31, 2022, we initiated a series of three identical uncapped ASR agreements aggregating a total of $ 7 billion as follows:

(in millions, except average price)

Total Number of Shares

ASR Agreement Initiation Date Initial Shares Delivered Additional Shares Delivered Total Number of Shares

Purchased Average Price Paid Per Share Total Cash Utilized

September 30, 2020 — $ 351.77 $ 11

September 30, 2020 0.5 $ 295.40 $ 161

During the nine months ended September 30, 2021, we did not use cash to repurchase shares.

During the nine months ended September 30, 2020, we purchased a total of 4.0 million shares for $ 1,161 million of cash.

During the fourth quarter of 2019, we repurchased shares for $ 3 million, which settled in the first quarter of 2020, resulting in $ 1,164 million of cash used to repurchase shares.

March 1, 2022 1

15.2 — 15.2 $ 390.58 $ 7,000

1 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 7 billion and received an initial delivery of 15.2 million shares, representing 85 % of the $ 7 billion at a price equal to the then market price of the Company.

The final settlement of the transaction under the ASR is expected to be completed no later than the third quarter of 2022.

The ASR agreement was executed under our 2020 Repurchase Program.

During the three months ended March 31, 2022, we purchased a total of 15.2 million shares for $ 7.0 billion of cash.

During the three months ended March 31, 2021, we did not use cash to repurchase shares.

Redeemable Noncontrolling Interests

1 unchanged sentence

Specifically, under the terms of the operating agreement of S&P Dow Jones Indices LLC, CME Group and CME Group Index Services LLC ("CGIS") has the right at any time to sell, and we are obligated to buy, at least 20 % of their share in S&P Dow Jones Indices LLC.

In addition, in the event there is a change of control of the Company, for the 15 days following a change in control, CME Group and CGIS will have the right to put their interest to us at the then fair value of CME Group's and CGIS' minority interest.

In addition, in the event there is a change of

control of the Company, for the 15 days following a change in control, CME Group and CGIS will have the right to put their interest to us at the then fair value of CME Group's and CGIS' minority interest.

If interests were to be redeemed under this agreement, we would generally be required to purchase the interest at fair value on the date of redemption.

6 unchanged sentences

Noncontrolling interests that do not contain such redemption features are presented in equity.

Changes to redeemable noncontrolling interest during the nine months ended September 30, 2021 were as follows:

Changes to redeemable noncontrolling interest during the three months ended March 31, 2022 were as follows:

(in millions)

3 unchanged sentences

Redemption value adjustment 1

Balance as of September 30, 2021

Balance as of March 31, 2022

Accumulated Other Comprehensive Loss

The following table summarizes the changes in the components of accumulated other comprehensive loss for the nine months ended September 30, 2021:

The following table summarizes the changes in the components of accumulated other comprehensive loss for the three months ended March 31, 2022:

(in millions) Foreign Currency Translation Adjustments Pension and Postretirement Benefit Plans Unrealized Gain (Loss) on Cash Flow Hedges Accumulated Other Comprehensive Loss

5 unchanged sentences

Net other comprehensive (loss) income ( 26 ) 4 81 59

Balance as of September 30, 2021

Balance as of March 31, 2022

$ ( 362 ) $ ( 301 ) $ ( 119 ) $ ( 782 )

1 unchanged sentence

See note 5 – 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 nine months ended September 30, 2021.

2 Reflects amortization of net actuarial losses and is net of a tax benefit of $ 1 million for the three months ended March 31, 2022.

See Note 6 — Employee Benefits for additional details of items reclassed from accumulated other comprehensive loss to net earnings.

4 unchanged sentences

Potential common shares consist primarily of stock options and restricted performance shares calculated using the treasury stock method.

The calculation of basic and diluted EPS for the periods ended September 30 is as follows:

(in millions, except per share amounts) Three Months Nine Months

2021 2020 2021 2020

The calculation of basic and diluted EPS for the three months ended March 31 is as follows:

(in millions, except per share amounts) 2022 2021

Amounts attributable to S&P Global Inc.

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Basic weighted-average number of common shares outstanding

240.9 240.6 240.8 241.2

Effect of stock options and other dilutive securities 1.1 1.0

Diluted weighted-average number of common shares outstanding

241.7 241.6 241.7 242.3

Earnings per share attributable to S&P Global Inc.

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Additionally, restricted performance shares are excluded because the necessary vesting conditions had not been met or when a net loss exists.

For the three and nine months ended September 30, 2021 and 2020, there were no stock options excluded.

Restricted performance shares outstanding of 0.5 million and 0.6 million as of September 30, 2021 and 2020, respectively, were excluded.

For the three months ended March 31, 2022 and 2021, there were no stock options excluded.

Restricted performance shares outstanding of 0.7 million and 0.4 million as of March 31, 2022 and 2021, respectively, were excluded.

Restructuring

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

Our 2020 restructuring plan consisted of a company-wide workforce reduction of approximately 830 positions, and is further detailed below.

Our 2022 and 2021 restructuring plan consisted of a company-wide workforce reduction of approximately 140 and 30 positions, and is further detailed below.

The charges for the restructuring plans 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.

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

The initial restructuring charge recorded and the ending reserve balance as of September 30, 2021 by segment is as follows:

2020 Restructuring Plan

(in millions) Initial Charge Recorded Ending Reserve Balance

Ratings $ 4 $ 1

The initial restructuring charge recorded and the ending reserve balance as of March 31, 2022 by segment is as follows:

2022 Restructuring Plan 2021 Restructuring Plan

(in millions) Initial Charge Recorded Ending Reserve Balance Initial Charge Recorded Ending Reserve Balance

Market Intelligence 18 18 3 3

Ratings $ 5 $ 3 $ 3 $ 3

Commodity Insights 5 4 — —

Indices 2 2 — —

Corporate 44 44 13 13

Total $ 74 $ 71 $ 19 $ 19

We recorded a pre-tax restructuring charge of $ 74 million primarily related to employee severance charges for the 2022 restructuring plan during the three months ended March 31, 2022 and have reduced the reserve by $ 3 million.

The ending reserve balance for the 2021 restructuring plan was $ 19 million as of December 31, 2021.

For the nine months ended September 30, 2021, we have reduced the reserve for the 2020 restructuring plan by $ 41 million.

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

For the three months ended March 31, 2022, we have made no reductions to the reserve for the 2021 restructuring plan.

Segment and Related Information

We have four reportable segments:

Ratings, Market Intelligence, Platts and Indices.

During the quarter ended March 31, 2022, following the completion of our merger with IHS Markit, we reorganized our reportable segments increasing from four reportable segments to six reportable segments:

Market Intelligence, Ratings, Commodity Insights, Mobility, Indices and Engineering Solutions.

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 expense, other income, 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.

A summary of operating results for the periods ended September 30 is as follows:

Revenue Three Months Nine Months

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

The creation of the two additional segments in 2022 did not materially impact prior years’ reportable segments.

A summary of operating results for the three months ended March 31 is as follows:

Revenue Three Months

(in millions) 2022 2021

Ratings $ 1,017 $ 894 $ 3,107 $ 2,725

Market Intelligence $ 727 $ 524

Platts 239 222 700 654

Ratings 868 1,017

Commodity Insights 363 240

Mobility 115 —

Indices 322 270

Engineering Solutions 33 —

Intersegment elimination 1

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Total revenue $ 2,389 $ 2,016

Operating Profit Three Months Nine Months

Operating Profit Three Months

(in millions) 2022 2021

$ 644 $ 544 $ 2,054 $ 1,758

Market Intelligence 2

$ 1,489 $ 161

128 121 392 357

213 151 600 504

Commodity Insights 4

Engineering Solutions 7

Total reportable segments 2,401 1,167

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( 512 ) ( 86 )

Equity in Income on Unconsolidated Subsidiaries 9

Total operating profit $ 1,892 $ 1,081

Note – In the first quarter of 2022, the Market Intelligence Commodities business was transferred to th e Commodity Insights segment and prior-year amounts have been reclassified to conform with current presentation.

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 three and nine months ended September 30, 2020 include a technology-related impairment charge of $ 5 million.

Operating profit for three and nine months ended September 30, 2021 includes amortization of intangibles from acquisitions of $ 2 million and $ 8 million, respectively, and $ 3 million and $ 5 million for the three and nine months ended September 30, 2020, respectively.

3 Operating profit for nine months ended September 30, 2021 includes a gain on disposition of $ 2 million, and operating profit for the three and nine months ended September 30, 2020 includes a gain on dispositions of $ 4 million and $ 12 million, respectively.

Operating profit for nine months ended September 30, 2020 includes employee severance charges of $ 2 million.

Additionally, operating profit includes amortization of intangibles from acquisitions of $ 16 million and $ 49 million for three and nine months ended September 30, 2021, respectively, and $ 19 million and $ 58 million for three and nine months ended September 30, 2020, respectively.

4 Operating profit includes amortization of intangibles from acquisitions of $ 2 million for the three months ended September 30, 2021 and 2020, and $ 6 million and $ 7 million for the nine months ended September 30, 2021 and 2020, respectively.

5 Operating profit includes amortization of intangibles from acquisitions of $ 1 million for the three months ended September 30, 2021 and 2020, and $ 4 million for the nine months ended September 30, 2021 and 2020.

6 Corporate Unallocated expense for the three and nine months ended September 30, 2021 includes IHS Markit merger costs of $ 54 million and $ 153 million, respectively, and a gain on disposition of $ 3 million, and for nine months ended September 30, 2021 includes a lease impairment of $ 3 million and Kensho retention related expense of $ 2 million.

Corporate Unallocated expense for the three and nine months ended September 30, 2020 includes a gain on disposition of $ 4 million, Kensho retention related expense of $ 2 million and $ 10 million, respectively, and employee severance charges of $ 10 million for the nine months ended September 30, 2020.

Corporate Unallocated expense also includes amortization of intangibles from acquisitions of $ 7 million for the nine months ended September 30, 2021, and $ 7 million and $ 20 million for the three and nine months ended September 30, 2020, respectively.

The following table presents our revenue disaggregated by revenue type for the periods ended September 30:

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

Three Months Ended September 30, 2021

Subscription $ — $ 557 $ 220 $ 47 $ — $ 824

Non-subscription / Transaction 551 13 2 — — 566

Non-transaction 466 — — — ( 37 ) 429

Asset-linked fees — — — 211 — 211

Sales usage-based royalties — — 17 40 — 57

Total revenue $ 1,017 $ 570 $ 239 $ 298 $ ( 37 ) $ 2,087

Timing of revenue recognition

Services transferred at a point in time

$ 551 $ 13 $ 2 $ — $ — $ 566

Services transferred over time

466 557 237 298 ( 37 ) 1,521

Total revenue $ 1,017 $ 570 $ 239 $ 298 $ ( 37 ) $ 2,087

Nine Months Ended September 30, 2021

2 2022 includes a gain on disposition of $ 1.3 billion, employee severance charges of $ 18 million and acquisition-related costs of $ 2 million.

Operating profit for 2021 includes a gain on disposition of $ 2 million.

Additionally, 2022 and 2021 includes amortization of intangibles from acquisitions of $ 64 million and $ 16 million, respectively.

3 2022 includes employee severance charges of $ 5 million.

2022 and 2021 also includes amortization of intangibles from acquisitions of $ 2 million and $ 5 million, respectively.

4 2022 includes employee severance costs of $ 7 million and acquisition-related costs of $ 2 million.

2022 and 2021 also includes amortization of intangibles from acquisitions of $ 13 million and $ 2 million, respectively.

5 2022 includes acquisition-related costs of $ 1 million and amortization of intangibles from acquisitions of $ 24 million.

6 2022 includes employee severance charges of $ 2 million.

2022 and 2021 includes amortization of intangibles from acquisitions of $ 4 million and $ 1 million, respectively.

7 2022 includes employee severance charges of $ 1 million and amortization of intangibles from acquisitions of $ 4 million.

8 Corporate Unallocated expense for 2022 includes IHS Markit merger costs of $ 230 million, a S&P Foundation grant of $ 200 million, employee severance charges of $ 46 million and acquisition-related costs of $ 15 million.

2021 includes IHS Markit merger costs of $ 49 million and Kensho retention related expense of $ 2 million.

Additionally, Corporate Unallocated expense for both 2022 and 2021 includes amortization of intangibles from acquisitions of $ 15 million and $ 7 million, respectively.

9 Equity in Income on Unconsolidated Subsidiaries includes amortization of intangibles from acquisitions of $ 15 million.

The following table presents our revenue disaggregated by revenue type for the three months ended March 31:

(in millions) Ratings Market Intelligence Commodity Insights Mobility Indices Engineering Solutions Intersegment Elimination 1

Subscription $ — $ 659 $ 296 $ 86 $ 54 $ 30 $ — $ 1,125

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Sales usage-based royalties — — 19 — 50 — — 69

Other revenue — — — — — —

Recurring variable revenue — 40 — — — — — 40

Total revenue $ 868 $ 727 $ 363 $ 115 $ 322 $ 33 $ ( 39 ) $ 2,389

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Services transferred at a point in time $ 404 $ 28 $ 48 $ 29 $ — $ 3 $ — $ 512

$ 1,748 $ 40 $ 6 $ — $ — $ 1,794

Services transferred over time

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Total revenue $ 868 $ 727 $ 363 $ 115 $ 322 $ 33 $ ( 39 ) $ 2,389

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

Three Months Ended September 30, 2020 2

Subscription $ — $ 517 $ 205 $ 43 $ — $ 765

Non-subscription / Transaction 488 13 2 — — 503

Non-transaction 406 — — — ( 34 ) 372

Asset-linked fees — — — 156 — 156

Sales usage-based royalties — — 15 35 — 50

Total revenue $ 894 $ 530 $ 222 $ 234 $ ( 34 ) $ 1,846

Timing of revenue recognition

Services transferred at a point in time $ 488 $ 13 $ 2 $ — $ — $ 503

Services transferred over time 406 517 220 234 ( 34 ) 1,343

Total revenue $ 894 $ 530 $ 222 $ 234 $ ( 34 ) $ 1,846

Nine Months Ended September 30, 2020 2

(in millions) Ratings Market Intelligence Commodity Insights Mobility Indices Engineering Solutions Intersegment Elimination 1

Subscription $ — $ 512 $ 223 $ — $ 46 $ — $ — $ 781

3 unchanged sentences

Sales usage-based royalties — — 16 — 41 — — 57

Other revenue — — — — — —

Total revenue $ 1,017 $ 524 $ 240 $ — $ 270 $ — $ ( 35 ) $ 2,016

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Services transferred at a point in time $ 582 $ 12 $ 1 $ — $ — $ — $ — $ 595

$ 1,540 $ 39 $ 4 $ — $ — $ 1,583

Services transferred over time 435 512 239 — 270 — ( 35 ) 1,421

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1 Intersegment eliminations primarily 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 $ 2 million and $ 6 million for the three and nine months ended September 30, 2020, respectively.

The following provides revenue by geographic region for the periods ended September 30:

(in millions) Three Months Nine Months

2021 2020 2021 2020

Note – In the first quarter of 2022, the Market Intelligence Commodities business was transferred to the Commodity Insights segment and prior-year amounts have been reclassified to conform with current presentation.

The following provides revenue by geographic region for the three months ended March 31:

(in millions) 2022 2021

$ 1,426 $ 1,238

European region 567 473

Asia 227 214 648 585

Rest of the world 132 97

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Our leases have remaining lease terms of 1 year to 11 years, some of which include options to extend the leases for up to 15 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.

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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.

During the nine months ending September 30, 2021, we recorded a pre-tax impairment charge of $ 3 million related to the impairment and abandonment of operating lease related ROU assets.

The February 28, 2022 merger with IHS Markit resulted in an increase in ROU assets and operating lease liabilities of $ 230 million and $ 268 million, respectively.

During the three months ended March 31, 2022, we recorded a pre-tax impairment charge of $ 5 million related to the impairment and abandonment of operating lease related ROU assets.

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

The following table provides information on the location and amounts of our leases on our consolidated balance sheets as of September 30, 2021 and December 31, 2020:

(in millions) September 30, December 31,

The following table provides information on the location and amounts of our leases on our consolidated balance sheets as of March 31, 2022 and December 31, 2021:

(in millions) March 31, December 31,

Balance Sheet Location 2022 2021

2 unchanged sentences

Lease liabilities — non-current Non-current lease liabilities 692 492

The components of lease expense for the periods ended September 30 are as follows:

(in millions) Three Months Nine Months

2021 2020 2021 2020

The components of lease expense for the three months ended March 31 are as follows:

(in millions) 2022 2021

Operating lease cost $ 33 $ 33

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Total lease cost $ 32 $ 32

Supplemental information related to leases for the periods ended September 30 are as follows:

(in millions) Three Months Nine Months

2021 2020 2021 2020

Supplemental information related to leases for the three months ended March 31 are as follows:

(in millions) 2022 2021

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

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Weighted-average remaining lease term and discount rate for our operating leases are as follows:

September 30, December 31,

March 31, December 31,

Weighted-average remaining lease term (years) 7.9 8.3

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(in millions)

2021 (Excluding the nine months ended September 30, 2021)

2022 (Excluding the three months ended March 31, 2022)

2027 and beyond 401

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Under the terms of the License Agreement, S&P Dow Jones Indices LLC receives a share of the profits from the trading and clearing of CME Group's equity index products.

During the three and nine months ended September 30, 2021, S&P Dow Jones Indices LLC earned $ 34 million and $ 102 million, respectively, of revenue under the terms of the License Agreement.

During the three and nine months ended September 30, 2020, S&P Dow Jones Indices LLC earned $ 32 million and $ 119 million, respectively, of revenue under the terms of the License Agreement.

During the three months ended March 31, 2022 and 2021, S&P Dow Jones Indices LLC earned $ 41 million and $ 37 million, respectively, of revenue under the terms of the License Agreement.

The entire amount of this revenue is included in our consolidated statement of income and the portion related to the 27 % noncontrolling interest is removed in net income attributable to noncontrolling interests.

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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.

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.

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.

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Recently Issued or Adopted 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 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 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.

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 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.

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, early adoption is permitted.

We early adopted this guidance on January 1, 2022.

The early adoption of this standard applied to the acquired unearned revenue and contract costs associated with the IHS Markit merger.

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

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 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.

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

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-Q

Item 1. Financial Statements