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Item 2. Management’s Discussion and Analysis

2022-05-04 compared with 2021-10-26 · 328 added, 363 removed, 343 unchanged (67% of the section changed)

1 unchanged sentence

The following Management's Discussion and Analysis (“MD&A”) provides a narrative of the results of operations and financial condition of S&P Global Inc.

(together with its consolidated subsidiaries, "S&P Global," the “Company,” “we,” “us” or “our”) for the three and nine months ended September 30, 2021.

(together with its consolidated subsidiaries, "S&P Global," the “Company,” “we,” “us” or “our”) for the three months ended March 31, 2022.

The MD&A should be read in conjunction with the consolidated financial statements, accompanying notes and MD&A included in our Form 10-K for the year ended December 31, 2021 (our “Form 10-K”), which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

The MD&A includes the following sections:

• Results of Operations — Comparing the Three and Nine Months Ended September 30, 2021 and 2020

• Results of Operations — Comparing the Three Months Ended March 31, 2022 and 2021

• Liquidity and Capital Resources

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• Forward-Looking Statements

We are a leading provider of transparent and independent ratings, benchmarks, analytics and data to the capital and commodity markets worldwide.

We are a provider of credit ratings, benchmarks, analytics and workflow solutions in the global capital, commodity and automotive markets.

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

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

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").

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

and the automotive markets include manufacturers, suppliers, dealerships and service shops.

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 consisting of:

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").

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

• 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.

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

Key results for the periods ended September 30 are as follows:

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

2021 2020 % Change 1

• 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.

Key results for the three months ended March 31 are as follows:

(in millions, except per share amounts) 2022 2021 % Change 1

Revenue $ 2,389 $ 2,016 18%

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1 % changes in the tables throughout the MD&A are calculated off of the actual number, not the rounded number presented.

2 Operating profit for the three months ended September 30, 2021 includes IHS Markit merger costs of $54 million and a gain on disposition of $3 million.

Operating profit for the nine months ended September 30, 2021 includes IHS Markit merger costs of $153 million, a gain on dispositions of $5 million, a lease impairment of $3 million and Kensho retention related expense of $2 million.

Operating profit for the three months ended September 30, 2020 includes a gain on dispositions of $8 million, a technology-related impairment charge of $5 million and Kensho retention related expense of $2 million.

Operating profit for the nine months ended September 30, 2020 includes a gain on dispositions of $16 million, employee severance charges of $12 million, a technology-related impairment charge of $5 million and Kensho retention related expense of $10 million.

Operating profit also includes amortization of intangibles from acquisitions of $21 million and $32 million for the three months ended September 30, 2021 and 2020, respectively, and $74 million and $94 million for the nine months ended September 30, 2021 and 2020, respectively.

Revenue increased 13% driven by increases at all of our reportable segments.

Revenue growth at Ratings was driven by an increase in transaction revenue and non-transaction revenue.

Transaction revenue increased due to higher bank loan ratings revenue and an increase in structured finance revenue, partially offset by a decrease in corporate bond ratings revenue.

Non-transaction revenue increased primarily due to an increase in surveillance, entity credit ratings, revenue at our CRISIL subsidiary and higher Ratings Evaluation Service ("RES") revenue.

Revenue growth at Market Intelligence was driven by subscription revenue growth in Market Intelligence Desktop products, Credit Risk Solutions and Data Management Solutions.

Revenue growth at Indices was due to higher average levels of assets under management for ETFs and mutual funds.

The revenue increase at Platts was primarily due to continued demand for market data and market insights products.

Foreign exchange rates had a favorable impact of less than 1 percentage point.

Operating profit increased 15%, with a favorable impact from foreign exchange rates of 1 percentage point.

Excluding the unfavorable impact of IHS Markit merger costs in 2021 of 5 percentage points, partially offset by higher amortization of intangibles from acquisitions in 2020 of 1 percentage point and a technology-related impairment charge in 2020 of 1 percentage point, operating profit increased 18%.

The increase was primarily due to revenue growth at all of our reportable segments, partially offset by higher incentive costs and an increase in compensation costs driven by additional headcount and annual merit increases.

Revenue increased 11% driven by increases at all of our reportable segments.

Revenue growth at Ratings was driven by an increase in transaction revenue and non-transaction revenue.

Transaction revenue increased due to higher bank loan ratings revenue and an increase in structured finance revenue, partially offset by a decrease in corporate bond ratings revenue.

Non-transaction revenue increased primarily due to an increase in entity credit ratings, surveillance, higher RES revenue and an increase in revenue at our CRISIL subsidiary.

Revenue growth at Market Intelligence was driven by subscription revenue growth in Credit Risk Solutions, Market Intelligence Desktop products and Data Management Solutions.

Revenue growth at Indices was due to higher average levels of assets under management for ETFs and mutual funds, partially offset by lower exchange-traded derivative revenue.

The revenue increase at Platts was primarily due to continued demand for market data and market insights products.

Foreign exchange rates had a favorable impact of 1 percentage point.

Operating profit increased 12%, with a favorable impact from foreign exchange rates of 1 percentage point.

The increase was primarily due to revenue growth at all of our reportable segments combined with a decrease in occupancy costs and travel and entertainment expenses from non-essential travel restrictions in response to the 2019 novel coronavirus ("COVID-19"), partially offset by higher incentive costs and an increase in compensation costs driven by additional headcount and annual merit increases.

We are closely monitoring the impact of the outbreak of COVID-19 on all aspects of our business.

While COVID-19 did not have a material adverse effect on our reported results for the three and nine months ended September 30, 2021 and 2020, we are unable to predict the ultimate impact that it may have on our business, future results of operations, financial position or cash flows.

We are a leading provider of transparent and independent ratings, benchmarks, analytics and data to the capital and commodity markets worldwide.

Our purpose is to provide the intelligence that is essential for companies, governments and individuals to make decisions with conviction.

We seek to deliver on this purpose in line with our core values of integrity, excellence and relevance.

2 2022 includes a gain on dispositions of $1.3 billion, IHS Markit merger costs of $230 million, a S&P Foundation grant of $200 million, employee severance charges of $78 million, acquisition-related costs of $15 million and lease impairments of $5 million.

2021 includes IHS Markit merger costs of $49 million, Kensho retention related expense of $2 million and a gain on disposition of $2 million.

2022 and 2021 also includes amortization of intangibles from acquisitions of $125 million and $31 million, respectively.

Revenue increased 18% primarily due to the impact of the merger with IHS Markit;

subscription revenue growth for certain Desktop products, RatingsXpress®, RatingsDirect®, and certain data feed products within Data and Advisory Solutions at Market Intelligence;

higher conference revenue and continued demand for market data and market insights products at Commodity Insights;

and higher average levels of assets under management for ETFs and mutual funds and higher exchange-traded derivative revenue at Indices.

These increases were partially offset by a decrease in transaction revenue at Ratings due to lower corporate bond ratings revenue driven by a decrease in high-yield and investment-grade issuance volumes and lower bank loan ratings due to decreased U.S.

issuance volumes.

Foreign exchange rates had an unfavorable impact of 1 percentage point.

Operating profit increased 75%.

Excluding the favorable impact of a higher gain on dispositions of 125 percentage points, partially offset by the impact of a S&P Foundation grant in 2022 of 19 percentage points, higher IHS Markit merger costs in 2022 of 17 percentage points, higher amortization of intangibles from acquisitions in 2022 of 9 percentage points, higher employee severance charges in 2022 of 7 percentage points and acquisition-related costs in 2022 of 1 percentage point, operating profit increased 3%.

The increase was primarily due to revenue growth, partially offset by an increase in compensation costs driven by additional headcount and annual merit increases, higher incentive costs and an increase in technology expenses.

Foreign exchange rates had an unfavorable impact of 1 percentage point.

We are a provider of credit ratings, benchmarks, analytics and workflow solutions in the global capital, commodity and automotive markets.

Our purpose is to accelerate progress.

We seek to deliver on this purpose in line with our core values of discovery, partnership and integrity.

In 2018, we announced the launch of Powering the Markets of the Future to provide a framework for our forward-looking business strategy.

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In 2022, we will strive to deliver on our strategic priorities in the following key areas:

• Meeting or exceeding revenue growth and EBITA margin targets with particular focus on accelerating growth in the greater Asia Pacific region;

• Funding organic opportunities and pursuing disciplined acquisitions, investments and partnerships to support our key growth areas;

• Taking a lead role in the market regarding ESG disclosures and achieving our stated environmental sustainability targets;

• Executing against Integration Management Office ("IMO") and regulatory milestones;

building trust and team cohesion with IHS Markit (NYSE:INFO) colleagues;

laying groundwork to set the proforma organization up for successful realization of our synergy and strategic goals.

• Continuing to deliver our key initiatives to the market and building them through a customer-first lens;

• Prioritizing customer preferences, while enhancing and adjusting the delivery of our products across multiple channels such as feeds and APIs;

and delivering on S&P Global Platform initiatives;

• Incorporating a customer perspective in all divisions and functions, including the reimagining of our customer's work environments and how best to serve them;

pursuing partnerships to meet customers where they are;

• Nurturing and protecting the core franchise, while growing brand equity with the appropriate investments.

• Improving end-user productivity and experience by providing our employees with the tools and processes to better serve our customers;

• Reimagining our work environment by continuing to standardize our technology and encouraging employee participation in the reshaping of where we work, how we work and how we serve;

• Advancing our risk culture by maturing risk management & compliance processes and our cyber security posture;

• Utilizing our innovation teams and latest technology to maintain our commitment to advancing our shared data processes and technical capabilities.

• Continuing to foster a people first environment, while maintaining existing levels of engagement;

• Encouraging career mobility through career coaching, while attracting and retaining the best people;

• Improving diverse representation through talent acquisition, advancement and retention, while continuing to raise awareness of racial education.

• Meeting or exceeding year 1 cost and revenue synergy targets from our merger commitments as well as our organic revenue growth and EBITA margin targets;

• Continuing to fund key growth areas - Environmental, Social and Governance ("ESG"), Energy Transition, China, Small and Medium-sized Enterprise/Private Markets, Credit and Risk Management, Distribution and Multi-asset, Thematic and Factor Indices - and support with disciplined organic, inorganic and partnership strategies;

• Demonstrating active leadership in ESG disclosure through advocacy, best-in-class SPGI disclosure and meaningful progress against our stated environmental sustainability targets.

• Accelerating Sustainable1's growth and market position with a specific focus on Energy transition, Climate and on improving market share in ESG Data/Scores and ESG Indices;

• Continuing to grow and defend the core and delivering our key initiatives, while leveraging the combined company's extended capabilities;

delivering our products across multiple channels, e.g., feeds and Application Programming Interfaces, aligned to our customer's needs;

• Responding to evolving customer needs and driving innovation leveraging our data, technology, and deep industry expertise by developing a digital ecosystem strategy with collaboration across customers, vendors and technology partners;

• Differentiating through innovative solutions including data science, Artificial Intelligence, Machine Learning and next generation tools to unlock the power of our data and insights;

• Growing S&P Global's brand through an integrated marketing and communications strategy while protecting our reputation.

• Delivering on the key integration projects that help transform the company and delivering on merger commitments;

• Enhancing the tools and processes our people use to better service our customers, expand intelligence and analytics capabilities, support data-driven decisions and improve end-user productivity;

• Reimagining and implementing the future hybrid office model by standardizing our technology to reshape where we work, how we work and how we serve;

• Advancing our technical capabilities, data transformation and building the next generation of products and services using the combined entity's data, technology & expertise;

• Maintaining our commitment to risk management, control and compliance and strengthening engagement and partnership across the company.

• Rolling out and embedding our new purpose and values to unify and combine S&P Global;

• Encouraging career mobility and career development through career coaching and Thrive;

• Improving diverse representation through hiring, advancement and retention, while continuing to raise awareness through Diversity, Equity, and Inclusion education;

• Attracting and retaining our people through recognition programs, learning opportunities and fair compensation.

There can be no assurance that we will achieve success in implementing any one or more of these strategies as a variety of factors could unfavorably impact operating results, including prolonged difficulties in the global credit markets and a change in the regulatory environment affecting our businesses.

See Item 1A, Risk Factors in this Form 10-Q and our most recently filed Annual Report on Form 10-K.

RESULTS OF OPERATIONS — COMPARING THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

RESULTS OF OPERATIONS — COMPARING THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

Consolidated Review

(in millions) Three Months Nine Months

2021 2020 % Change 2021 2020 % Change

(in millions) 2022 2021 % Change

Revenue $ 2,389 $ 2,016 18%

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Operating-related expenses 749 527 42%

Selling and general expenses 423 341 24% 1,157 949 22%

Depreciation and amortization 41 52 (20)% 137 154 (11)%

Selling and general expenses 958 360 N/M

Depreciation and amortization 137 50 N/M

Total expenses 1,844 937 96%

Gain on dispositions (1,344) (2) —%

Equity in Income on Unconsolidated Subsidiaries (3) — N/M

Operating profit 1,892 1,081 75%

Other income, net (22) (6) NM (51) (16) N/M

Other income, net (49) (7) N/M

Interest expense, net 57 32 77%

Loss on extinguishment of debt — 279 N/M — 279 N/M

Provision for taxes on income 213 138 54% 747 559 34%

Loss on extinguishment of debt 17 — N/M

Provision for taxes on income 568 248 N/M

Net income 1,299 808 61%

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N/M – Represents a change equal to or in excess of 100% or not meaningful

The following table provides consolidated revenue information for the periods ended September 30:

(in millions) Three Months Nine Months

2021 2020 % Change 2021 2020 % Change

The following table provides consolidated revenue information for the three months ended March 31:

(in millions) 2022 2021 % Change

Revenue $ 2,389 $ 2,016 18%

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Sales usage-based royalties 69 57 21%

Recurring variable 40 — N/M

% of total revenue:

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Sales usage-based royalties 3 % 3 %

Recurring variable 2 % — %

revenue $ 1,426 $ 1,238 15%

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International revenue 40 % 39 %

Subscription revenue increased primarily from growth in Market Intelligence's Desktop products, Credit Risk Solutions and Data Management Solutions, and continued demand for Platts market data and market insights products.

Non-subscription / transaction revenue increased due to an increase in bank loan ratings revenue and higher structured finance revenue, partially offset by a decrease in corporate bond ratings revenue at Ratings.

Non-transaction revenue increased due to an increase in surveillance, entity credit ratings, revenue at our CRISIL subsidiary and higher RES revenue at Ratings.

N/M – Represents a change equal to or in excess of 100% or not meaningful

Subscription revenue increased primarily due to the impact of the merger with IHS Markit.

Subscription revenue growth in Desktop products, Credit & Risk Solutions and Data & Advisory Solutions at Market Intelligence, and continued demand for Commodity Insights market data and market insights products also contributed to the increase.

Non-subscription / transaction revenue decreased due to a decrease in corporate bond ratings revenue, bank loan ratings revenue and structured finance revenue at Ratings, partially offset by an the impact of the merger with IHS Markit and an increase in conference revenue at Commodity Insights.

Non-transaction revenue increased due to an increase in surveillance revenue and revenue at our CRISIL subsidiary at Ratings.

Asset linked fees increased reflecting higher average levels of assets under management for ETFs and mutual funds at Indices.

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See “Segment Review” below for further information.

The favorable impact of foreign exchange rates increased revenue by less than 1 percentage point.

This impact refers to constant currency comparisons estimated by recalculating current year results of foreign operations using the average exchange rate from the prior year.

Subscription revenue increased primarily from growth in Market Intelligence's Credit Risk Solutions, Market Intelligence Desktop products and Data Management Solutions and continued demand for Platts market data and market insights products.

Non-subscription / transaction revenue increased due to an increase in bank loan ratings revenue and higher structured finance revenue, partially offset by lower corporate bond ratings revenue at Ratings.

Non-transaction revenue increased primarily due to an increase in entity credit ratings, surveillance, higher RES revenue and an increase in revenue at our CRISIL subsidiary at Ratings.

Asset linked fees increased reflecting higher average levels of assets under management for ETFs and mutual funds at Indices.

The decrease in sales-usage based royalties was primarily driven by lower exchange-traded derivative revenue at Indices.

See “Segment Review” below for further information.

The favorable impact of foreign exchange rates increased revenue by 1 percentage point.

The unfavorable impact of foreign exchange rates reduced revenue by 1 percentage point.

This impact refers to constant currency comparisons estimated by recalculating current year results of foreign operations using the average exchange rate from the prior year.

Total Expenses

The following tables provide an analysis by segment of our operating-related expenses and selling and general expenses for the periods ended September 30:

The following tables provide an analysis by segment of our operating-related expenses and selling and general expenses for the three months ended March 31:

(in millions) 2022 2021 % Change

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general expenses

$ 245 $ 119 $ 240 $ 98 2% 20%

Market Intelligence 1

$ 322 $ 190 $ 230 $ 113 40% 69%

Platts 53 54 49 48 10% 14%

Indices 44 40 33 48 33% (17)%

Intersegment eliminations 2

(37) — (35) 1 (4)% N/M

Total segments

237 110 232 91 2% 20%

Corporate Unallocated expense 3

9 79 8 23 12% N/M

$ 543 $ 423 $ 517 $ 341 5% 24%

N/M – Represents a change equal to or in excess of 100% or not meaningful

1 In 2020 , selling and general expenses include a technology-related impairment charge of $5 million.

2 Intersegment eliminations primarily relate to a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.

3 In 2021, selling and general expenses include IHS Markit merger costs of $54 million.

In 2020 , selling and general expenses include Kensho retention related expense of $2 million.

Operating-Related Expenses

Operating-related expenses increased 5% primarily driven by higher cost of sales at Indices, an increase in intersegment royalties tied to annualized contract value growth at Market Intelligence and higher compensation costs at Platts and Ratings.

Intersegment eliminations primarily relate to a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.

Selling and General Expenses

Selling and general expenses increased 24%.

Excluding the unfavorable impact of IHS Markit merger costs in 2021 of 16 percentage points, partially offset by a technology-related impairment charge in 2020 of 2 percentage points and higher Kensho related retention expense in 2020 of 1 percentage point, selling and general expenses increased 11%.

The increase was primarily driven by an increase at Ratings due to higher incentive costs and an increase in compensation costs, partially offset by a decrease in legal related costs at Indices.

Depreciation and Amortization

Depreciation and amortization decreased $11 million or 20% driven by a decrease in intangible asset amortization related to assets that became fully amortized.

(in millions) 2021 2020 % Change

related expenses Selling and

general expenses Operating-

related expenses Selling and

general expenses Operating-

related expenses Selling and

general expenses

$ 715 $ 303 $ 681 $ 257 5% 18%

Market Intelligence 2

Commodity Insights 3

114 78 50 53 NM 47%

30 41 — — N/M N/M

48 45 42 35 15% 29%

Platts 155 143 144 140 8% 2%

Indices 127 113 108 115 17% (2)%

Engineering Solutions 6

21 7 — — N/M N/M

Intersegment eliminations 7

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Total segments 733 472 518 292 41% 61%

1,576 936 1,501 873 5% 7%

Corporate Unallocated expense 8

16 487 9 68 81% N/M

$ 1,603 $ 1,157 $ 1,527 $ 949 5% 22%

Total $ 749 $ 958 $ 527 $ 360 42% N/M

N/M – Represents a change equal to or in excess of 100% or not meaningful

1 In 2020 , selling and general expenses include a technology-related impairment charge of $5 million.

1 In 2022, selling and general expenses include employee severance charges of $18 million and acquisition-related costs of $2 million.

2 In 2022, selling and general expenses include employee severance charges of $5 million.

3 Intersegment eliminations primarily relate to a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.

4 In 2021, selling and general expenses include IHS Markit merger costs of $153 million and a lease impairment of $3 million.

3 In 2022, selling and general expenses include employee severance costs of $7 million and acquisition-related costs of $2 million.

4 In 2022, selling and general expenses include acquisition-related costs of $1 million.

5 In 2022, selling and general expenses include employee severance charges of $2 million.

In 2021 and 2020, selling and general expenses include Kensho retention related expense of $2 million and $10 million, respectively.

6 In 2022, selling and general expenses include employee severance charges of $1 million.

7 Intersegment eliminations primarily relate to a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.

8 In 2022, selling and general expenses include 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 $11 million and lease impairments of $5 million.

In 2021, selling and general expenses include IHS Markit merger costs of $49 million and Kensho retention related expense of $2 million.

Operating-Related Expenses

Operating-related expenses increased 5%.

Increases at Ratings, Indices and Platts were primarily driven by higher incentive costs and an increase in compensation costs.

The increase at Market Intelligence was primarily due to an increase in intersegment royalties tied to annualized contract value growth.

Operating-related expenses increased 42% primarily driven by expenses associated with the merger with IHS Markit and higher compensation and incentive costs.

Intersegment eliminations primarily relate to a royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.

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Selling and general expenses increased 166%.

Excluding the unfavorable impact of IHS Markit merger costs in 2021 of 16 percentage points, partially offset by higher employee severance charges in 2020 of 1 percentage points and higher Kensho retention related expense in 2020, selling and general expenses increased 8%.

This increase was primarily driven by higher incentive costs and an increase in compensation costs due to additional headcount and annual merit increases, partially offset by lower occupancy costs, a decrease in travel and entertainment expenses from non-essential travel restrictions in response to COVID-19 and a decrease in legal related costs at Indices.

Excluding the unfavorable impact of a S&P Foundation grant of 53 percentage points, IHS Markit merger costs in 2021 of 48 percentage points, higher employee severance charges of 21 percentage points, and acquisition-related costs of 4 percentage points, selling and general expenses increased 40%.

The increase was primarily driven by expenses associated with the merger with IHS Markit and higher compensation and incentive costs.

Depreciation and Amortization

Depreciation and amortization decreased $17 million or 11% driven by a decrease in intangible asset amortization related to assets that became fully amortized.

Depreciation and amortization was $137 million for the three months ended March 31, 2022 compared to $50 million for the three months ended March 31, 2021, primarily due to the impact of the merger with IHS Markit.

Gain on Dispositions

During the three and nine months ended September 30, 2021, we completed the following dispositions that resulted in a pre-tax gain of $3 million and $5 million, respectively, which was included in Gain on dispositions in the consolidated statements of income:

• 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 ("SPIAS") within our Market Intelligence segment that occurred in July of 2019.

During the three and nine months ended September 30, 2020, we completed the following dispositions that resulted in a pre-tax gain of $8 million and $16 million, respectively, which was included in Gain on dispositions in the consolidated statements of income:

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

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 that occurred in July of 2019.

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 record 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.

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") within our Market Intelligence segment in July of 2019.

Operating Profit

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GAAP, and may not be defined and calculated by other companies in the same manner.

The tables below reconcile segment operating profit to total operating profit for the periods ended September 30:

The tables below reconcile segment operating profit to total operating profit for the three months ended March 31:

(in millions) 2022 2021 % Change

$ 644 $ 544 18%

Market Intelligence 1

Total segment operating profit 1,172 980 20%

Corporate Unallocated expense 5

1,489 161 N/M

Total operating profit $ 1,083 $ 944 15%

N/M – Represents a change equal to or in excess of 100% or not meaningful

1 2020 includes a technology-related impairment charge of $5 million.

2021 and 2020 include amortization of intangibles from acquisitions of $2 million and $3 million, respectively.

2 2020 includes a gain on dispositions of $4 million.

2021 and 2020 includes amortization of intangibles from acquisitions of $16 million and $19 million, respectively.

3 2021 and 2020 include amortization of intangibles from acquisitions of $2 million.

4 2021 and 2020 include amortization of intangibles from acquisitions of $1 million.

5 2021 includes IHS Markit merger costs of $54 million and a gain on disposition of $3 million.

2020 includes a gain on disposition of $4 million, Kensho retention related expense of $2 million and amortization of intangibles from acquisitions of $7 million.

Segment Operating Profit — Increased 20% as compared to 2020.

Excluding the impact of a technology-related impairment charge in 2020, operating profit increased 18%.

The increase was primarily due to an increase in revenue at all of our reportable segments, partially offset by higher incentive costs and an increase in compensation costs driven by additional headcount and annual merit increases.

See “Segment Review” below for further information.

Corporate Unallocated Expense— Corporate Unallocated expense includes costs for corporate functions, select initiatives, unoccupied office space and Kensho, included in selling and general expenses.

Corporate Unallocated expense increased 146% compared to 2020.

Excluding the unfavorable impact of IHS Markit merger costs in 2021 of 147 percentage points and a higher gain on dispositions in 2020 of 5 percentage points, partially offset by higher amortization of intangibles in 2020 of 17 percentage points and higher Kensho retention related expense in 2020 of 7 percentage points, Corporate Unallocated expense increased 18% primarily due to proceeds from a Company-owned life insurance policy in 2020.

Foreign exchange rates had a favorable impact on operating profit of 1 percentage point.

This impact refers to constant currency comparisons and the remeasurement of monetary assets and liabilities.

Constant currency impacts are estimated by re-calculating current year results of foreign operations using the average exchange rate from the prior year.

Remeasurement impacts are based on the variance between current-year and prior-year foreign exchange rate fluctuations on assets and liabilities denominated in currencies other than the individual businesses functional currency.

(in millions) 2021 2020 % Change

$ 511 $ 681 (25)%

Market Intelligence 2

Commodity Insights 3

Engineering Solutions 6

Total segment operating profit 2,401 1,167 106%

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(512) (86) N/M

Equity in Income on Unconsolidated Subsidiaries 8

Total operating profit $ 1,892 $ 1,081 75%

N/M – Represents a change equal to or in excess of 100% or not meaningful

1 2020 includes a technology-related impairment charge of $5 million.

2021 and 2020 include amortization of intangibles from acquisitions of $8 million and $5 million, respectively.

2 2021 and 2020 include a gain on dispositions of $2 million and $12 million, respectively.

1 2022 includes a gain on disposition of $1.3 billion, employee severance charges of $18 million and acquisition-related costs of $2 million.

2021 includes a gain on disposition of $2 million.

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

2 2022 includes employee severance charges of $5 million.

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

3 2022 includes employee severance costs of $7 million and acquisition-related costs of $2 million.

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

4 2021 and 2020 include amortization of intangibles from acquisitions of $4 million.

5 2021 includes IHS Markit merger costs of $153 million, a gain on disposition of $3 million and a lease impairment of $3 million.

2020 includes employee severance charges of $10 million and a gain on disposition of $4 million.

2021 and 2020 include Kensho retention related expense of $2 million and $10 million, respectively.

4 2022 includes acquisition-related costs of $1 million and amortization of intangibles from acquisitions of $24 million.

5 2022 includes employee severance charges of $2 million.

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

6 2022 includes employee severance charges of $1 million.

2022 includes amortization of intangibles from acquisitions of $4 million.

7 2022 includes IHS Markit merger costs of $230 million, a S&P Foundation grant of $200 million, employee severance charges of $46 million, acquisition-related costs of $11 million and lease impairments of $5 million.

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

2022 and 2021 includes and amortization of intangibles from acquisitions of $15 million and $7 million, respectively.

8 2022 includes amortization of intangibles from acquisitions of $14 million.

Segment Operating Profit — Increased 106% as compared to 2021.

Excluding the impact of a higher gain on dispositions in 2020 of 1 percentage point, operating profit increased 15%.

The increase was primarily due to an increase in revenue at all of our reportable segments combined with a decrease in occupancy costs and travel and entertainment expenses from non-essential travel restrictions in response to COVID-19, partially offset by higher incentive costs and an increase in compensation costs driven by additional headcount and annual merit increases.

Excluding the favorable impact of a higher gain on dispositions of 115 percentage points, partially offset by higher amortization of intangibles from acquisitions in 2022 of 7 percentage points and higher employee severance charges in 2022 of 3 percentage points, segment operating profit increased 1%.

The increase was primarily due to revenue growth primarily due to the impact of the merger with IHS Markit, partially offset a decrease in transaction revenue at Ratings, expenses associated with the merger with IHS Markit, an increase in compensation costs, higher incentive costs and an increase in technology expenses.

See “Segment Review” below for further information.

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Corporate Unallocated expense increased 492% compared to 2021.

Excluding the unfavorable impact of IHS Markit merger costs in 2021 of 118 percentage points and a lease impairment in 2021 of 2 percentage points, partially offset by higher amortization of intangibles in 2020 of 9 percentage points, higher employee severance charges in 2020 of 8 percentage points, and higher Kensho retention related expense in 2020 of 5 percentage points, Corporate Unallocated expense increased 8% primarily due to higher incentive costs.

Foreign exchange rates had a favorable impact on operating profit of 1 percentage point.

Excluding a S&P Foundation grant in 2022 of 238 percentage points, higher IHS Markit merger costs in 2022 of 214 percentage points, higher employee severance charges in 2022 of 54 percentage points, acquisition-related costs in 2022 of 14 percentage points and lease impairments in 2022 of 5 percentage points, partially offset by lower amortization of intangibles from acquisitions in 2022 of 7 percentage points and Kensho retention related expense in 2021 of 3 percentage points, Corporate Unallocated expense decreased 23% due to a benefit from a reduction in certain benefit accruals and lower incentives.

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.

Equity in Income on Unconsolidated Subsidiaries includes the OSTTRA joint venture acquired in connection with the merger with IHS Markit.

Equity in Income on Unconsolidated Subsidiaries was $3 million for the three months ended March 31, 2022.

Foreign exchange rates had an unfavorable impact on operating profit of 1 percentage point.

This impact refers to constant currency comparisons and the remeasurement of monetary assets and liabilities.

Constant currency impacts are estimated by re-

calculating current year results of foreign operations using the average exchange rate from the prior year.

Constant currency impacts are estimated by re-calculating current year results of foreign operations using the average exchange rate from the prior year.

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Other income, includes the net periodic benefit cost for our retirement and post retirement plans and gains and losses on our mark-to-market investments.

Other income, net was $22 million for the three months ended September 30, 2021 compared to $6 million for the three months ended September 30, 2020 and $51 million for the nine months ended September 30, 2021 compared to $16 million for the nine months ended September 30, 2020.

Excluding a pension settlement charge of $3 million, other income, net was $19 million for the nine months ended September 30, 2020.

The increase in other income, net for the three and nine months ended September 30, 2021 was primarily due to higher gains on our mark-to-market investments in 2021.

Other income, net was $49 million for the three months ended March 31, 2022 compared to $7 million for the three months ended March 31, 2021.

The increase in Other income, net was primarily due to higher gains on our mark-to-market investments in 2022.

Interest Expense, net

Net interest expense decreased $4 million or 13% compared to the three months ended September 30, 2020 and $15 million or 14% compared to the nine months ended September 30, 2020, primarily due to lower interest expense resulting from the refinancing of a series of our senior notes in August of 2020.

Loss on Extinguishment of Debt

The three and nine months ended September 30, 2020 includes $279 million related to the redemption fee on the early retirement of our 4.4% senior notes due in 2026 and a portion of the 6.55% senior notes due in 2048 in the third quarter of 2020.

Net interest expense increased $25 million or 77% compared to the three months ended March 31, 2021 primarily due to higher debt balances.

See Note 4 – Debt for further details.

Loss on Extinguishment of Debt, Net

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.

Provision for Income Taxes

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.

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 to the tax charge on merger related divestitures and deal related non-deductible costs.

Segment Review

Ratings is an independent provider of credit ratings, research, and analytics to investors, issuers and other market participants.

Market Intelligence

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

Market Intelligence's portfolio of capabilities are designed to help trading and investment professionals, government agencies, corporations and universities track performance, generate alpha, identify investment ideas, understand competitive and industry dynamics, perform valuations and manage credit risk.

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.

Market Intelligence includes the following business lines:

• Desktop — a product suite that provides data, analytics and third-party research for global finance and corporate professionals, which includes the Capital IQ platforms (which are inclusive of S&P Capital IQ Pro, Capital IQ, Office and Mobile products);

• Data & Advisory Solutions — a broad range of research, reference data, market data, derived analytics and valuation services covering both the public and private capital markets, delivered through flexible feed-based or API delivery mechanisms.

This also includes issuer solutions for public companies, a range of products for the maritime & trade market, data and insight into Financial Institutions, the telecoms, technology and media space as well as ESG and supply chain data analytics;

• Enterprise Solutions — software and workflow solutions that help our customers manage and analyze data;

identify risk;

reduce costs;

and meet global regulatory requirements.

The portfolio includes industry leading financial technology solutions like Wall Street Office, Enterprise Data Manager, Information Mosaic, and iLevel.

Our Global Markets Group offering delivers bookbuilding platforms and investor prospecting solutions across multiple assets including municipal bonds, equities, fixed income and loans;

• Credit & Risk Solutions — commercial arm that sells Ratings' credit ratings and related data and research, advanced analytics, and financial risk solutions which includes subscription-based offerings, RatingsXpress®, RatingsDirect® and Credit Analytics.

Subscription revenue at Market Intelligence is primarily derived from distribution of data, valuation services, analytics, third party research, and credit ratings-related information through both feed and web-based channels.

Subscription revenue also include software and hosted product offerings which provide maintenance and continuous access to our platforms over the contract term.

Recurring variable revenue at Market Intelligence represents revenue from contracts for services that specify a fee based on, among other factors, the number of trades processed, assets under management, or the number of positions valued.

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

The following table provides revenue and segment operating profit information for the three months ended March 31:

(in millions) 2022 2021 % Change

Revenue $ 727 $ 524 39%

Subscription revenue $ 659 $ 512 29%

Recurring variable revenue $ 40 $ — N/M

Non-subscription revenue $ 28 $ 12 N/M

% of total revenue:

Subscription revenue 90 % 98 %

Recurring variable revenue 6 % — %

Non-subscription revenue 4 % 2 %

revenue $ 434 $ 334 30%

International revenue $ 293 $ 190 55%

% of total revenue:

revenue 60 % 64 %

International revenue 40 % 36 %

Operating profit 1

$ 1,489 $ 161 N/M

Operating margin % 205 % 31 %

N/M – Represents a change equal to or in excess of 100% or not meaningful

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

2021 includes a gain on disposition of $2 million.

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

Revenue increased 39% primarily due to the impact of the merger with IHS Markit.

Subscription revenue growth for certain Market Intelligence Desktop products, RatingsXpress®, RatingsDirect®, and certain data feed products within Data and Advisory Solutions also contributed to revenue growth.

Foreign exchange rates had an unfavorable impact of less than 1 percentage point.

Operating profit increased 823%.

Excluding the impact of a gain dispositions of 835 percentage points, partially offset by higher amortization of intangibles of 30 percentage points, employee severance charges in 2022 of 11 percentage points and acquisition-related costs in 2022 of 2 percentage points, operating profit increased 31% primarily due to revenue growth partially offset by expenses associated with the merger with IHS Markit, an increase in technology expenses and higher compensation costs.

Foreign exchange rates had a favorable impact of 2 percentage points.

For a further discussion of competitive and other risks inherent in our Market Intelligence business, see Item 1A, Risk Factors in this Form 10-Q and our most recently filed Annual Report on Form 10-K.

For a further discussion of the legal and regulatory matters see Note 12 – Commitments and Contingencies to the consolidated financial statements of this Form 10-Q.

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

Credit ratings are one of several tools investors can use when making decisions about purchasing bonds and other fixed income investments.

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Non-transaction revenue also includes an intersegment royalty charged to Market Intelligence for the rights to use and distribute content and data developed by Ratings.

Royalty revenue was $34 million and $101 million for the three and nine months ended September 30, 2021 and $32 million and $95 million for the three and nine months ended September 30, 2020, respectively.

The following table provides revenue and segment operating profit information for the periods ended September 30:

(in millions) Three Months Nine Months

2021 2020 % Change 2021 2020 % Change

Royalty revenue was $34 million and $33 million for the three months ended March 31, 2022 and March 31, 2021, respectively.

The following table provides revenue and segment operating profit information for the three months ended March 31:

(in millions) 2022 2021 % Change

Revenue $ 868 $ 1,017 (15)%

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Transaction revenue

54 % 55 % 56 % 57 %

Non-transaction revenue

46 % 45 % 44 % 43 %

revenue $ 474 $ 612 (23)%

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Operating margin % 59 % 67 %

1 In the first quarter of 2021, we reevaluated our transaction and non-transaction presentation 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.

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

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

Revenue increased 14%, with a favorable impact from foreign exchange rates of 1 percentage point.

Transaction revenue increased due to higher bank loan ratings revenue driven by increased M&A activity and an increase in structured finance revenue primarily driven by increased issuance of U.S.

collateralized loan obligations ("CLOs"), partially offset by a decrease in corporate bond ratings revenue driven by decreased investment-grade issuance volumes.

and Europe investment-grade bond issuance volumes and U.S.

high-yield corporate bond issuance volumes were particularly elevated in 2020 mainly resulting from historically low borrowing costs and central bank lending actions in response COVID-19.

Non-transaction revenue increased primarily due to an increase in surveillance, entity credit ratings, revenue at our CRISIL subsidiary and higher Ratings Evaluation Service ("RES") revenue driven by increased M&A activity.

Transaction and non-transaction revenue also benefited from improved contract terms across product categories.

Operating profit increased 18%, with a favorable impact from foreign exchange rates of 1 percentage point.

Excluding the impact of a technology-related impairment charge in 2020 of 1 percentage point, operating profit increased 17%.

The impact of revenue growth and lower occupancy costs was partially offset by higher compensation costs due to annual merit increases and additional headcount and an increase in incentive costs.

Revenue increased 14%, with a favorable impact from foreign exchange rates of 2 percentage points.

Transaction revenue increased due to higher bank loan ratings revenue driven by increased M&A activity and an increase in structured finance revenue primarily driven by increased issuance of U.S.

CLOs, partially offset by a decrease in corporate bond ratings revenue driven by decreased investment-grade issuance volumes.

Non-transaction revenue increased primarily due to an increase in entity credit ratings, surveillance, higher RES revenue driven by increased M&A activity and an increase in revenue at our CRISIL subsidiary.

1 2022 includes employee severance charges of $5 million.

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

Revenue decreased 15%, with an unfavorable impact from foreign exchange rates of 2 percentage points.

Transaction revenue decreased due to lower corporate bond ratings revenue driven by a decrease in high-yield and investment-grade issuance volumes and lower bank loan ratings due to decreased U.S.

issuance volumes.

A decrease in structured finance revenues primarily driven by decreased issuance of U.S.

collateralized loan obligations ("CLOs") also contributed to the decrease in transaction revenue.

Reduced issuance volumes mainly resulting from unfavorable macroeconomic conditions in 2022 compared to strong issuance levels in the prior year period.

Non-transaction revenue increased primarily due to an increase in surveillance revenue and an increase in revenue at our CRISIL subsidiary.

Transaction and non-transaction revenue also benefited from improved contract terms across product categories.

Operating profit increased 17%, with a favorable impact from foreign exchange rates of 2 percentage points.

The impact of revenue growth and lower occupancy costs was partially offset by higher compensation costs due to annual merit increases and additional headcount and an increase in incentive costs.

Operating profit decreased 25%, with an unfavorable impact from foreign exchange rates of 2 percentage points.

Excluding the impact of higher employee severance charges in 2022 of 1 percentage point partially offset by lower amortization of intangibles from acquisitions of 1 percentage point, operating profit decreased 25%.

The lower operating profit is a combination of softer revenue and higher expenses, primarily from compensation costs due to the realignment of the timing of merit and grant cycles and impact from investments in analytical capabilities (in both Ratings and CRISIL).

Non-compensation costs also increased driven by the resumption of business travel from the lifting of COVID restrictions and the ramp up of technology investment spend, partially offset by lower occupancy costs from reduced real estate footprint.

Market Issuance Volumes

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The following tables depict changes in issuance levels as compared to the prior year based on data from SDC Platinum for Corporate bond issuance and based on a composite of external data feeds and Ratings' internal estimates for Structured Finance issuance.

Third Quarter

Compared to Prior Year Year-to-Date

First Quarter

Compared to Prior Year

Corporate Bond Issuance * U.S.

Europe Global U.S.

Europe Global

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• Corporate issuance was down in the U.S.

and Europe for the quarter driven by weakness in high-yield and investment-grade issuance reflecting comparisons against a strong prior year period.

Third Quarter Compared to Prior Year Year-to-Date Compared to Prior Year

and Europe for the quarter driven by weakness in high-yield and investment-grade issuance reflecting unfavorable macroeconomic conditions in 2022 compared to strong issuance levels in the prior year period.

First Quarter Compared to Prior Year

Structured Finance Issuance U.S.

Europe Global U.S.

Europe Global

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• ABS issuance increased in the U.S.

and Europe primarily driven by an increase in auto and credit card transactions, partially offset a decrease in student loans.

• CLO issuance was up driving increases in the U.S.

and European structured credit markets as demand for leveraged loans increased.

primarily driven by growth in Consumer Credit Cards and Loans.

Issuance was down in Europe primarily driven by a decline in Consumer Loans and Auto Leases.

• CLO issuance was down in the U.S.

and European structured credit markets due to the Libor-to Sofr transition and market volatility around inflation and the crisis in Ukraine.

• CMBS issuance was up in the U.S.

reflecting increased market volume due to improved market conditions.

CMBS issuance in Europe was also up, although from a low 2020 base.

reflecting increases in Single-Asset, Single-Borrower (SASB), Conduit and CRE-CLOs.

CMBS issuance was down in Europe, although from a low 2021 base.

• RMBS issuance was up in the U.S.

reflecting increased market volume due to improved market conditions.

RMBS issuance decreased in Europe in the quarter reflecting a decrease in large jumbo deals.

• Covered bond (debt securities backed by mortgages or other high-quality assets that remain on the issuer's balance sheet) issuance in Europe increased in the quarter driven by improved market conditions.

reflecting increased market volume in Prime, Performing and Credit Risk Transfers.

RMBS issuance increased in Europe in the quarter reflecting growth in Performing loans.

• Covered bond (debt securities backed by mortgages or other high-quality assets that remain on the issuer's balance sheet) issuance in Europe increased from a low 2021 base as cheaper government funding programs slowed down.

For a further discussion of competitive and other risks inherent in our Ratings business, see Item 1A, Risk Factors in this Form 10-Q and our most recently filed Annual Report on Form 10-K.

For a further discussion of the legal and regulatory matters see Note 12 – Commitments and Contingencies to the consolidated financial statements of this Form 10-Q.

Market Intelligence

Market Intelligence's portfolio of capabilities are designed to help investment professionals, government agencies, corporations and universities track performance, generate alpha, identify investment ideas, understand competitive and industry dynamics, perform valuations and assess credit risk.

During the nine months ended September 30, 2021 and during the three and nine months ended September 30, 2020, we recorded a pre-tax gain of $2 million ($2 million after-tax) and $1 million ($1 million after-tax), respectively, in Gain on dispositions in the consolidated statement of income related to the sale of SPIAS 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 IR webhosting business to 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), respectively, in Gain on dispositions in the consolidated statement of income related to the sale of IR.

Market Intelligence includes the following business lines:

• Desktop — a product suite that provides data, analytics and third-party research for global finance professionals, which includes the Market Intelligence Desktop (which are inclusive of the S&P Capital IQ and SNL Desktop products);

• Data Management Solutions — integrated bulk data feeds and application programming interfaces that can be customized, which includes Compustat, GICS, and Point In Time Financials;

• Credit Risk Solutions — commercial arm that sells Ratings' credit ratings and related data, analytics and research, which includes subscription-based offerings, RatingsDirect® and RatingsXpress®, and Credit Analytics.

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

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

The following table provides revenue and segment operating profit information for the periods ended September 30:

(in millions) Three Months Nine Months

2021 2020 % Change 2021 2020 % Change

Commodity Insights

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

Commodity Insights provides essential price data, analytics, industry insights and software & services, enabling the commodity and energy markets to perform with greater transparency and efficiency.

Commodity Insights revenue is generated primarily through the following sources:

• Subscription revenue — primarily from subscriptions to our market data and market insights (price assessments, market reports and commentary and analytics) along with other information products and software term licenses;

• Sales usage-based royalties — primarily from licensing of our proprietary market price data and price assessments to commodity exchanges;

• Non-subscription revenue — conference sponsorship, consulting engagements, events, and perpetual software licenses.

The following table provides revenue and segment operating profit information for the three months ended March 31:

(in millions) 2022 2021 % Change

Revenue $ 363 $ 240 51%

Subscription revenue $ 296 $ 223 33%

Non-subscription revenue $ 13 $ 13 3% $ 40 $ 39 1%

Asset-linked fees $ — $ — N/M $ — $ 1 (83)%

Sales usage-based royalties $ 19 $ 16 18%

Non-subscription revenue $ 48 $ 1 N/M

% of total revenue:

Subscription revenue 82 % 93 %

Sales usage-based royalties 5 % 7 %

Non-subscription revenue 13 % — %

Asset-linked fees — % — % — % — %

revenue $ 157 $ 83 88%

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N/M - Represents a change equal to or in excess of 100% or not meaningful

1 Operating profit for the nine months ended September 30, 2021 includes a gain on disposition of $2 million.

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 the nine months ended September 30, 2020 also includes employee severance charges of $2 million.

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

Revenue increased 7% and was unfavorably impacted by 1 percentage point from the effect of a recent disposition.

The increase was primarily driven by subscription revenue growth for certain Market Intelligence Desktop products, RatingsXpress®, RatingsDirect®, and certain data feed products within Data Management Solutions.

Excluding the impact of a recent disposition favorably impacting Desktop revenue growth by less than 1 percentage point, revenue growth at Data Management Solutions, Credit Risk Solutions and Desktop was 12%, 7% and 6%, respectively.

revenue and international revenue increased compared to the three months ended September 30, 2020.

Foreign exchange rates had a favorable impact of less than 1 percentage point.

Operating profit increased 14%, with an unfavorable impact from foreign exchange rates of 1 percentage point.

Excluding the impact of a gain dispositions in 2020 of 13 percentage points, partially offset by higher amortization of intangibles in 2020 of 12 percentage points, operating profit increased 13% primarily due to revenue growth partially offset by an increase in intersegment royalties tied to annualized contract value growth and increased technology expenses.

Revenue increased 6% and was unfavorably impacted by 1 percentage point from the effect of recent dispositions.

The increase was primarily driven by subscription revenue growth for RatingsXpress®, RatingsDirect®, certain Market Intelligence Desktop products, and certain data feed products within Data Management Solutions.

Excluding the impact of recent dispositions favorably impacting Desktop revenue growth by 1 percentage point, revenue growth at Data Management Solutions, Credit Risk Solutions and Desktop was 10%, 8% and 5%, respectively.

revenue and international revenue increased compared to the nine months ended September 30, 2020.

Foreign exchange rates had a favorable impact of less than 1 percentage point.

Operating profit increased 14%, with an unfavorable impact from foreign exchange rates of less than 1 percentage point.

Excluding the impact from higher amortization of intangibles in 2020 of 14 percentage points and higher employee severance charges in 2020 of 2 percentage points, partially offset by the impact of a higher gain on the dispositions in 2020 of 14 percentage points, operating profit increased 12% primarily due to revenue growth partially offset by increased technology expenses and an increase in intersegment royalties tied to annualized contract value growth.

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.

1 2022 includes employee severance costs of $7 million and acquisition-related costs of $2 million.

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

Revenue increased 51% primarily due to the impact of the merger with IHS Markit, higher conference revenue driven by the return of in-person attendance at Commodity Insights conferences in 2022 compared to virtual events in 2021 and continued demand for market data and market insights products driven by expanded product offerings to our existing customers under enterprise use contracts.

An increase in sales usage-based royalties from the licensing of our proprietary market price data and price assessments to commodity exchanges mainly due to increased trading volumes in Fuel Oil and Iron Ore also contributed to revenue growth.

The Price Assessments, Energy & Resources Data & Insights, and Upstream Data & Insights businesses continue to be the most significant revenue drivers, followed by the Advisory & Transactional Services business, which contributed large growth in the first quarter of 2022.

Operating profit increased 18%.

Excluding the impact of higher amortization of intangibles from acquisitions of 8 percentage points, employee severance charges in 2022 of 5 percentage points and acquisition-related costs in 2022 of 1 percentage point, operating profit increased 32%.

The increase was primarily due to revenue growth partially offset by expenses associated with the merger with IHS Markit, an increase in costs related to the Commodity Insights conferences in 2022, higher compensation costs and an increase in operating costs to support business initiatives at Commodity Insights.

Foreign exchange rates had an unfavorable impact of less than 1 percentage point.

For a further discussion of competitive and other risks inherent in our Commodity Insights business, see Item 1A, Risk Factors

in this Form 10-Q and our most recently filed Annual Report on Form 10-K.

For a further discussion of the legal and regulatory matters see Note 12 – Commitments and Contingencies to the consolidated financial statements of this Form 10-Q.

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

Platts provides essential price data, analytics, and industry insight enabling the commodity and energy markets to perform with greater transparency and efficiency.

Platts' revenue is generated primarily through the following sources:

• Sales usage-based royalties — primarily from licensing of our proprietary market price data and price assessments to commodity exchanges;

• Non-subscription revenue — conference sponsorship, consulting engagements, and events.

The following table provides revenue and segment operating profit information for the periods ended September 30:

(in millions) Three Months Nine Months

2021 2020 % Change 2021 2020 % Change

Revenue $ 239 $ 222 8% $ 700 $ 654 7%

Subscription revenue $ 220 $ 205 7% $ 645 $ 603 7%

Sales usage-based royalties $ 17 $ 15 14% $ 49 $ 47 4%

Non-subscription revenue $ 2 $ 2 20% $ 6 $ 4 37%

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.

Mobility operates globally, with staff located in over 17 countries.

Mobility's revenue is generated primarily through the following sources:

• Subscription revenue — Mobility's core information products provide critical information and insights to all global OEMs, most of the world’s leading suppliers, and the majority of North American dealerships.

Mobility operates across both the new and used car markets.

Mobility provides data and insight on future vehicles sales and production, including detailed forecasts on technology and vehicle components;

supplies car makers and dealers with market reporting products, predictive analytics and marketing automation software;

and supports dealers with vehicle history reports, used car listings and service retention services.

Mobility also sells a range of services to financial institutions, to support their marketing, insurance underwriting and claims management activities;

• Non-subscription revenue — One-time transactional sales of data that are non-cyclical in nature – and that are usually tied to underlying business metrics such as OEM marketing spend or safety recall activity – as well as consulting and advisory services.

The Mobility business was acquired in connection with the merger with IHS Markit on February 28, 2022 and financial results are included since the date of acquisition.

The following table provides revenue and segment operating profit information for the three months ended March 31:

(in millions) 2022 2021 % Change

Revenue $ 115 $ — N/M

Subscription revenue $ 86 $ — N/M

Non-subscription revenue $ 29 $ — N/M

% of total revenue:

Subscription revenue 75 % — %

Sales usage-based royalties 7 % 7 % 7 % 7 %

Non-subscription revenue 25 % — %

revenue $ 79 $ 70 13% $ 226 $ 211 7%

International revenue $ 160 $ 152 5% $ 474 $ 443 7%

revenue $ 92 $ — N/M

International revenue $ 23 $ — N/M

% of total revenue:

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Operating profit 1

$ 128 $ 121 6% $ 392 $ 357 10%

Operating margin % 16 % — %

1 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.

Revenue increased 8% primarily due to continued demand for market data and market insights products driven by expanded product offerings to our existing customers under enterprise use contracts.

An increase in sales usage-based royalties from the licensing of our proprietary market price data and price assessments to commodity exchanges mainly due to increased trading volumes in LNG and Petroleum also contributed to revenue growth.

revenue and international revenue grew compared to the three months ended September 30, 2020.

Petroleum continues to be the most significant revenue driver, followed by natural gas, power & renewables, petrochemicals, shipping and metals & agriculture also contributing to revenue growth.

Operating profit increased 6% with an unfavorable impact from foreign exchange rates of less than 1 percentage point.

Excluding the impact of amortization of intangibles from acquisitions of 1 percentage point, operating profit increased 5%.

The increase was primarily due to revenue growth partially offset by an increase in operating costs to support business initiatives at Platts, higher compensation costs and increased technology expenses.

Revenue increased 7% primarily due to continued demand for market data and market insights products driven by expanded product offerings to our existing customers under enterprise use contracts.

An increase in sales usage-based royalties from the licensing of our proprietary market price data and price assessments to commodity exchanges mainly due to increased trading volumes in LNG and Petroleum also contributed to revenue growth.

revenue and international revenue grew compared to the nine months ended September 30, 2020.

Petroleum continues to be the most significant revenue driver, followed by natural gas, power & renewables, petrochemicals, metals & agriculture, and shipping also contributing to revenue growth.

Operating profit increased 10% with an unfavorable impact from foreign exchange rates of less than 1 percentage point.

Excluding the impact of amortization of intangibles from acquisitions of 1 percentage point, operating profit increased 9%.

The increase was primarily due to revenue growth partially offset by an increase in operating costs to support business initiatives at Platts, increased technology expenses, higher compensation costs and increased incentive costs.

For a further discussion of competitive and other risks inherent in our Platts business, see Item 1A, Risk Factors in this Form 10-Q and our most recently filed Annual Report on Form 10-K.

N/M - Represents a change equal to or in excess of 100% or not meaningful

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

For a further discussion of competitive and other risks inherent in our Mobility business, see Item 1A, Risk Factors in this Form 10-Q and our most recently filed Annual Report on Form 10-K.

For a further discussion of the legal and regulatory matters see Note 12 – Commitments and Contingencies to the consolidated financial statements of this Form 10-Q.

Indices is a global index provider maintaining a wide variety of indices to meet an array of investor needs.

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

Indices’ mission is to provide transparent benchmarks to help with decision making, collaborate with the financial community to create innovative products, and provide investors with tools to monitor world markets.

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• Data and customized index subscription fees — fees from supporting index fund management, portfolio analytics and research.

The following table provides revenue and segment operating profit information for the periods ended September 30:

(in millions) Three Months Nine Months

2021 2020 % Change 2021 2020 % Change

The following table provides revenue and segment operating profit information for the periods ended March 31:

(in millions) 2022 2021 % Change

Revenue $ 322 $ 270 19%

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Net operating margin % 51 % 52 %

1 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.

Revenue at Indices increased 28% primarily due to higher average levels of assets under management ("AUM") for ETFs and mutual funds.

Average levels of AUM for ETFs increased 48% to $2.528 trillion and ending AUM for ETFs increased 43% to $2.474 trillion compared to the three months ended September 30, 2020.

ETF revenue was impacted by a $5 million breakup fee associated with the termination of several ETF funds.

Foreign exchange rates had a favorable impact of 1 percentage point.

Operating profit increased 41%.

Excluding the impact of amortization of intangibles from acquisitions of 1 percentage point, operating profit increased 40%.

The impact of revenue growth and lower legal related costs was partially offset by higher cost of sales, an increase in compensation costs driven by additional headcount and annual merit increases and higher incentive costs.

1 2022 includes employee severance charges of $2 million.

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

Revenue at Indices increased 19% primarily due to higher average levels of assets under management ("AUM") for ETFs and mutual funds, higher exchange-traded derivative revenue and the impact of the merger with IHS Markit.

Ending AUM for ETFs at March 31, 2022 was $2.892 trillion.

Excluding AUM related to the merger IHS Markit, ending AUM for ETFs increased 25% to $2.756 trillion and average levels of AUM for ETFs increased 27% to $2.680 trillion.

Foreign exchange rates had an unfavorable impact of less than 1 percentage point.

Revenue at Indices increased 16% primarily due to higher average levels of AUM for ETFs and mutual funds, partially offset by lower exchange-traded derivative revenue.

Average levels of AUM for ETFs increased 44% to $2.334 trillion and ending AUM for ETFs increased 43% to $2.474 trillion compared to the nine months ended September 30, 2020 while exchange-traded derivative activity was impacted by both lower average daily trading volume from reduced volatility and lower rates per trade from a shift in product mix in the first half of 2021.

Foreign exchange rates had a favorable impact of 1 percentage point.

Operating profit increased 17%.

Excluding the impact of employee severance charges in 2022 of 1 percentage point and higher amortization of intangibles from acquisitions of 1 percentage point, operating profit increased 19%.

The impact of revenue growth was partially offset by an increase in strategic investments, higher compensation costs driven by annual merit increases, higher incentive costs and expenses associated with the merger with IHS Markit.

Foreign exchange rates had an unfavorable impact of less than 1 percentage point.

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For a further discussion of the legal and regulatory matters see Note 12 – Commitments and Contingencies to the consolidated financial statements of this Form 10-Q.

Engineering Solutions

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

Engineering Solutions includes our Product Design offerings that provide technical professionals with the information and insight required to more effectively design products, optimize engineering projects and outcomes, solve technical problems and address complex supply chain issues.

Our offerings utilize advanced knowledge discovery technologies, research tools, and software-based engineering decision engines to advance innovation, maximize productivity, improve quality and reduce risk.

Engineering Solution's revenue is generated primarily through the following sources:

• Subscription revenue — primarily from subscriptions to our Product Design offerings providing standards, codes and specifications;

applied technical reference;

engineering journals, reports, best practices, and other vetted technical reference;

and patents and patent applications, which includes Engineering Workbench;

Goldfire's cognitive search and other advanced knowledge discovery capabilities that help pinpoint answers buried in enterprise systems and unstructured data enabling engineers and technical professionals to accelerate problem solving;

• Non-subscription revenue — primarily from retail transaction and consulting services.

The Engineering Solutions business was acquired in connection with the merger with IHS Markit on February 28, 2022 and financial results are included since the date of acquisition.

The following table provides revenue and segment operating profit information for the three months ended March 31:

(in millions) 2022 2021 % Change

Revenue $ 33 $ — N/M

Subscription revenue $ 30 $ — N/M

Non-subscription revenue $ 3 $ — N/M

% of total revenue:

Subscription revenue 91 % — %

Non-subscription revenue 9 % — %

revenue $ 18 $ — N/M

International revenue $ 15 $ — N/M

% of total revenue:

revenue 55 % — %

International revenue 45 % — %

Operating profit 1

Operating margin % 4 % — %

N/M - Represents a change equal to or in excess of 100% or not meaningful

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

For a further discussion of competitive and other risks inherent in our Engineering Solutions business, see Item 1A, Risk Factors in this Form 10-Q and our most recently filed Annual Report on Form 10-K.

For a further discussion of the legal and regulatory matters see Note 12 – Commitments and Contingencies to the consolidated financial statements of this Form 10-Q.

LIQUIDITY AND CAPITAL RESOURCES

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Cash Flow Overview

Cash, cash equivalents, and restricted cash were $5,907 million as of September 30, 2021, an increase of $1,785 million from December 31, 2020.

The following table provides cash flow information for the nine months ended September 30:

Cash, cash equivalents, and restricted cash were $4,407 million as of March 31, 2022, a decrease of $2,098 million from December 31, 2021.

The following table provides cash flow information for the three months ended March 31:

(in millions) 2022 2021 % Change

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Operating activities $ 222 $ 768 (71)%

Investing activities $ (42) $ (204) (79)%

Financing activities $ (772) $ (1,950) (60)%

In the first nine months of 2021, free cash flow increased $214 million to $2,454 million compared to $2,240 million in the first nine months of 2020.

The increase is primarily due to an increase in cash provided by operating activities as discussed below.

Investing activities $ 2,901 $ (24) N/M

Financing activities $ (5,205) $ (293) N/M

In the first three months of 2022, free cash flow decreased $530 million to $151 million compared to $681 million in the first three months of 2021.

The decrease is primarily due to a decrease in cash provided by operating activities as discussed below.

Free cash flow is a non-GAAP financial measure and reflects our cash flow provided by operating activities less capital expenditures and distributions to noncontrolling interest holders.

Capital expenditures include purchases of property and equipment and additions to technology projects.

See “Reconciliation of Non-GAAP Financial Information” below for a reconciliation of cash flow provided by operating activities, the most directly comparable U.S.

See “Reconciliation of Non-GAAP Financial Information” below for a

reconciliation of cash flow provided by operating activities, the most directly comparable U.S.

GAAP financial measure, to free cash flow and free cash flow excluding certain items.

Operating activities

Cash provided by operating activities increased $232 million to $2,658 million for the first nine months of 2021.

The increase is mainly due to higher operating results in 2021.

Cash provided by operating activities decreased $546 million to $222 million for the first three months of 2022.

The decrease is mainly due to an increase in IHS Markit merger costs and a grant payment to the S&P Global Foundation in 2022.

Investing activities

Our cash outflows from investing activities are primarily for acquisitions and capital expenditures, while cash inflows are primarily proceeds from dispositions.

Cash used for investing activities decreased to $42 million for the first nine months of 2021 compared to $204 million in the first nine months of 2020, primarily due to cash used for the acquisitions of the ESG Ratings Business from RobecoSAM and Greenwich Associates LLC in 2020.

Cash provided by investing activities was $2,901 million for the first three months of 2022 compared to cash used for investing activities of $24 million in the first three months of 2021, primarily due to cash received from the dispositions of CUSIP Global Services and Oil Price Information Services in 2022.

See Note 2 — Acquisitions and Divestitures to the consolidated financial statements of this Form 10-Q for further discussion.

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Our cash outflows from financing activities consist primarily of share repurchases, dividends to shareholders and repayments of short-term and long-term debt, while cash inflows are primarily attributable to the borrowing of short-term and long-term debt and proceeds from the exercise of stock options.

Cash used for financing activities decreased $1,178 million to $772 million for the first nine months of 2021.

The decrease is primarily attributable to a decrease in cash used for share repurchases in 2021.

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.

Cash used for financing activities increased $4,912 million to $5,205 million for the first three months of 2022.

The increase is primarily attributable to an increase in cash used for share repurchases in 2022.

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.

See Note 8 — Equity to the consolidated financial statements of this Form 10-Q for further discussion.

Additional Financing

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.

We have the ability to borrow a total of $1.5 billion through our commercial paper program, which is supported by our credit facility that we entered into on April 26, 2021.

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.

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.

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

We currently pay a commitment fee of 9 basis points.

The 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.

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

On January 27, 2021, the Board of Directors approved an increase in the quarterly common stock dividend from $0.67 per share to $0.77 per share.

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.

Supplemental Guarantor Financial Information

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and are fully and unconditionally guaranteed by Standard & Poor's Financial Services LLC, a 100% owned subsidiary of the Company.

All senior notes have been registered with the SEC.

All senior notes described below have been registered with the SEC.

• 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.

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This information is not intended to present the financial position or results of operations of the Obligor Group in accordance with U.S.

Summarized results of operations for the periods ended September 30, 2021 are as follows:

(in millions) Three Months Nine Months

Summarized results of operations for the three months ended March 31, 2022 are as follows:

(in millions)

Revenue $ 758

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Net income attributable to S&P Global Inc.

Summarized balance sheet information as of September 30, 2021 and December 31, 2020 is as follows:

(in millions) September 30, December 31,

Summarized balance sheet information as of March 31, 2022 and December 31, 2021 is as follows:

(in millions) March 31, December 31,

Current assets (excluding intercompany from Non-Obligor Group) $ 3,502 $ 6,124

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Free cash flow, as we calculate it, may not be comparable to similarly titled measures employed by other companies.

The following table presents a reconciliation of our cash flow provided by operating activities to free cash flow for the nine months ended September 30:

The following table presents a reconciliation of our cash flow provided by operating activities to free cash flow for the three months ended March 31:

(in millions) 2022 2021 % Change

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(in millions) 2022 2021 % Change

Cash used for investing activities (42) (204) (79) %

Cash used for financing activities (772) (1,950) (60) %

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

Cash used for financing activities (5,205) (293) N/M

CRITICAL ACCOUNTING ESTIMATES

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Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements include, among other things:

• worldwide economic, financial, political and regulatory conditions, and factors that contribute to uncertainty and volatility, natural and man-made disasters, civil unrest, pandemics (e.g., COVID-19), geopolitical uncertainty, and conditions that may result from legislative, regulatory, trade and policy changes;

• the satisfaction of the conditions precedent to consummation of the Merger, including the ability to secure regulatory approvals and consummate related dispositions on the terms expected at all or in a timely manner;

• the occurrence of events that may give rise to a right of one or both of the parties to terminate the merger agreement;

• uncertainty relating to the impact of the Merger, divestitures and liability management transactions on the businesses of the Company and IHS Markit, including potential adverse reactions or changes to the market price of the Company’s common stock and IHS Markit shares resulting from the announcement or completion of the Merger and changes to existing business relationships during the pendency of the acquisition that could affect the Company’s and/or IHS Markit’s financial performance;

• risks relating to the value of the Company’s stock to be issued in the Merger, significant transaction costs and/or unknown liabilities;

• the ability of the Company to successfully integrate IHS Markit’s operations and retain and hire key personnel of both companies;

• the ability of the Company to retain customers and to implement its plans, forecasts and other expectations with respect to IHS Markit’s business after the consummation of the Merger and realize expected synergies;

• worldwide economic, financial, political and regulatory conditions, and factors that contribute to uncertainty and volatility, natural and man-made disasters, civil unrest, pandemics (e.g., COVID-19), geopolitical uncertainty (including military conflict), and conditions that may result from legislative, regulatory, trade and policy changes;

• the ability of the Company to retain customers and to implement its plans, forecasts and other expectations with respect to IHS Markit’s business and realize expected synergies;

• business disruption following the Merger;

• the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events;

• the Company’s and IHS Markit’s ability to meet expectations regarding the accounting and tax treatments of the Merger;

• the Company’s ability to meet expectations regarding the accounting and tax treatments of the Merger;

• the Company’s ability to successfully recover should it experience a disaster or other business continuity problem from a hurricane, flood, earthquake, terrorist attack, pandemic, security breach, cyber attack, data breach, power loss, telecommunications failure or other natural or man-made event, including the ability to function remotely during long-term disruptions such as the ongoing COVID-19 pandemic;

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Bribery Act of 2010, and local laws prohibiting corrupt payments to government officials, as well as import and export restrictions;

• the continuously evolving regulatory environment, in Europe, the United States and elsewhere around the globe, affecting S&P Global Ratings, S&P Global Platts, S&P Dow Jones Indices, S&P Global Market Intelligence and the products those business divisions offer including our ESG products, and the Company’s compliance therewith;

• the continuously evolving regulatory environment, in Europe, the United States and elsewhere around the globe, affecting S&P Global Ratings, S&P Global Commodity Insights, S&P Dow Jones Indices, S&P Global Market Intelligence, and the products those business divisions offer including our ESG products, and the Company’s compliance therewith;

• the Company’s ability to make acquisitions and dispositions and successfully integrate the businesses we acquire;

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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 2. Management’s Discussion and Analysis