What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-08-03 compared with 2022-05-04 · 270 added, 161 removed, 646 unchanged (40% of the section changed)

2 unchanged sentences

Consolidated Statements of Income

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

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

June 30, June 30,

2022 2021 2022 2021

Revenue $ 2,993 $ 2,106 $ 5,383 $ 4,122

28 unchanged sentences

Consolidated Statements of Comprehensive Income

(in millions) Three Months Ended

(in millions) Three Months Ended Six Months Ended

June 30, June 30,

2022 2021 2022 2021

Net income $ 1,051 $ 857 $ 2,350 $ 1,666

4 unchanged sentences

( 22 ) 7 ( 27 ) 2

( 117 ) 45 ( 143 ) 15

Pension and other postretirement benefit plans

( 4 ) ( 1 ) 1 20

Income tax effect

Unrealized gain on cash flow hedges 107 2

( 3 ) ( 1 ) 1 16

Unrealized gain (loss) on cash flow hedges 122 ( 216 ) 229 ( 214 )

Income tax effect

( 31 ) 56 ( 57 ) 56

91 ( 160 ) 172 ( 158 )

Comprehensive income 1,022 741 2,380 1,539

comprehensive income attributable to nonredeemable noncontrolling interests

( 7 ) ( 8 ) ( 12 ) ( 10 )

comprehensive income attributable to redeemable noncontrolling interests

5 unchanged sentences

Consolidated Balance Sheets

(in millions) March 31,

(in millions) June 30,

2022 December 31,

48 unchanged sentences

Consolidated Statements of Cash Flows

(in millions) Three Months Ended

(in millions) Six Months Ended

Operating Activities:

28 unchanged sentences

Dividends paid to shareholders ( 472 ) ( 371 )

Distributions to noncontrolling interest holders, net ( 55 ) ( 69 )

Proceeds from noncontrolling interest holders 410 —

Distributions to noncontrolling interest holders ( 126 ) ( 118 )

Repurchase of treasury shares ( 8,503 ) —

9 unchanged sentences

Consolidated Statements of Equity

Three Months Ended March 31, 2022

Three Months Ended June 30, 2022

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

Treasury Stock Total SPGI Equity Noncontrolling Interests Total Equity

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

Comprehensive income 1

972 ( 29 ) 943 7 950

Dividends (Dividend declared per common share — $ 0.85 per share)

( 286 ) ( 286 ) ( 10 ) ( 296 )

Share repurchases ( 225 ) 1,275 ( 1,500 ) ( 1,500 )

Employee stock plans 22 ( 5 ) 27 27

Change in redemption value of redeemable noncontrolling interest 548 548 548

Other ( 1 ) ( 1 ) ( 3 ) ( 4 )

Balance as of June 30, 2022 $ 415 $ 43,242 $ 17,298 $ ( 811 ) $ 20,711 $ 39,433 $ 73 $ 39,506

Three Months Ended June 30, 2021

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

Treasury Stock Total SPGI Equity Noncontrolling Interests Total Equity

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

Comprehensive income 1

798 ( 116 ) 682 8 690

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

( 185 ) ( 185 ) ( 7 ) ( 192 )

Employee stock plans 28 ( 4 ) 32 32

Change in redemption value of redeemable noncontrolling interest ( 296 ) ( 296 ) ( 296 )

Other — ( 1 ) ( 1 )

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

Six Months Ended June 30, 2022

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

Treasury Stock Total SPGI Equity Noncontrolling Interests Total Equity

Balance as of December 31, 2021 $ 294 $ 1,031 $ 15,017 $ ( 841 ) $ 13,469 $ 2,032 $ 75 $ 2,107

8 unchanged sentences

Other ( 1 ) ( 1 ) ( 4 ) ( 5 )

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

Three Months Ended March 31, 2021

Balance as of June 30, 2022 $ 415 $ 43,242 $ 17,298 $ ( 811 ) $ 20,711 $ 39,433 $ 73 $ 39,506

Six Months Ended June 30, 2021

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

7 unchanged sentences

Change in redemption value of redeemable noncontrolling interest ( 312 ) ( 312 ) ( 312 )

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

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

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

1 Excludes comprehensive income of $ 72 million and $ 51 million for the three months ended June 30, 2022 and 2021, respectively, and $ 131 million and $ 103 million for the six months ended June 30, 2022 and 2021, respectively, attributable to our redeemable noncontrolling interest.

See accompanying notes to the unaudited consolidated financial statements.

3 unchanged sentences

S&P Global Inc.

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

Our operations consist of six reportable segments:

7 unchanged sentences

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.

("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 and six months ended June 30, 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.

6 unchanged sentences

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

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

The operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the full year.

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

1 unchanged sentence

Restricted Cash

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

Restricted cash included in our consolidated balance sheets was $ 2 million and $ 8 million as of June 30, 2022 and December 31, 2021, respectively.

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

1 unchanged sentence

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

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

As of June 30, 2022 and December 31, 2021, contract assets were $ 78 million and $ 9 million, respectively, and are included in accounts receivable in our consolidated balance sheets.

Unearned Revenue

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

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

The increase in the unearned revenue balance at June 30, 2022 compared to December 31, 2021 is primarily driven by cash payments received in advance of satisfying our performance obligations, partially offset by $ 1.3 billion of revenues recognized that were included in the unearned revenue balance at the beginning of the period.

Remaining Performance Obligations

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

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

As of June 30, 2022, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 4.1 billion.

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

3 unchanged sentences

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

Total capitalized costs to obtain a contract were $ 124 million and $ 137 million as of March 31, 2022 and December 31, 2021, respectively, and are included in prepaid and other current assets and other non-current assets on our consolidated balance sheets.

Total capitalized costs to obtain a contract were $ 140 million and $ 137 million as of June 30, 2022 and December 31, 2021, respectively, and are included in prepaid and other current assets and other non-current assets on our consolidated balance sheets.

The capitalized asset will be amortized over a period consistent with the transfer to the customer of the goods or services to which the asset relates, calculated based on the customer term and the average life of the products and services underlying the contracts which has been determined to be approximately 5 years.

7 unchanged sentences

Other Income, net

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

(in millions) 2022 2021

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

(in millions) Three Months Six Months

2022 2021 2022 2021

Other components of net periodic benefit cost $ ( 7 ) $ ( 11 ) $ ( 11 ) $ ( 22 )

Net (gain) loss from investments ( 45 ) 4

Net loss (gain) from investments $ 6 $ ( 11 ) $ ( 39 ) $ ( 7 )

Other income, net $ ( 1 ) $ ( 22 ) $ ( 50 ) $ ( 29 )

22 unchanged sentences

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

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

The June 30, 2022 consolidated balance sheet includes the assets and liabilities of IHS Markit, which have been measured at fair value as of the acquisition date.

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

9 unchanged sentences

Other intangible assets 19,162

Equity investment in unconsolidated subsidiaries 1,644

Other non-current assets 86

20 unchanged sentences

Acquired Identifiable Intangible Assets

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

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

(in millions) Fair Value Weighted Average Useful Lives

5 unchanged sentences

Expected Amortization Expense

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

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

(in millions) 2022 2023 2024 2025 2026

1 unchanged sentence

Acquisition-Related Expenses

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

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

The Company incurred acquisition-related costs of $ 135 million and $ 379 million related to the IHS Markit merger for the three and six months ended June 30, 2022, respectively, and $ 50 million and $ 99 million for the three and six months ended June 30, 2021, respectively.

These costs were included in selling and general expenses within the Company’s consolidated statements of income for the three and six months ended June 30, 2022, and June 30, 2021, respectively.

Pro forma information

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

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

Since the acquisition date, the results of operations for IHS Markit of $ 1.122 billion of revenue and $ 196 million of operating profit for the three months ended June 30, 2022, and $ 1.548 billion of revenue and $ 249 million of operating profit for the six months ended June 30, 2022, respectively, have been included within the accompanying consolidate d statements of income.

The following unaudited supplemental pro forma combined financial information presents the Company’s results of operations for the three and six months ended June 30, 2022 and 2021 as if the acquisition of IHS Markit had occurred on January 1, 2021.

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

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

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

Three months ended

June 30 Six months ended

(in millions) 2022 2021 2022 2021

Revenue $ 2,970 $ 3,113 $ 6,042 $ 6,135

$ 1,519 $ 644

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

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

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

Net income $ 961 $ 865 $ 2,491 $ 1,539

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

During the three and six months ended June 30, 2021, we did not complete any material acquisitions.

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

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

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

Coal, Metals and Mining;

and PetroChem Wire businesses and its Base Chemicals business.

In June of 2022, we completed the previously announced sale of LCD along with a related family of leveraged loan indices, within our Market Intelligence and Indices segments, respectively, to Morningstar for a purchase price of $ 600 million in cash, subject to customary adjustments, and a contingent payment of up to $ 50 million which is payable six months following the closing upon the achievement of certain conditions related to the transition of LCD customer relationships.

During the three and six months ended June 30, 2022, we recorded a pre-tax gain of $ 518 million ($ 396 million after tax) for the sale of LCD and $ 38 million ($ 31 million after tax) for the sale of a family of leveraged loan indices in Gain on dispositions in the consolidated statements of income.

In June of 2022, we completed the previously announced sale of the Base Chemicals business to News Corp for $ 295 million in cash.

We did not recognize a gain on the sale of the Base Chemicals business.

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

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

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

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

During the six months ended June 30, 2022, we recorded a pre-tax gain of $ 1.344 billion ($ 1.006 billion after tax) in Gain on dispositions in the consolidated statements of income related to the sale of CGS.

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

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

During the three months ended March 31, 2021, we recorded a pre-tax gain of $ 2 million ($ 2 million after-tax) in Gain on dispositions in the consolidated statements of income related to the sale of Standard & Poor's Investment Advisory Services LLC ("SPIAS"), a business within our Market Intelligence segment, in July of 2019.

We did no t recognize a gain on the sale of OPIS.

During the six months ended June 30, 2021, we did not complete any dispositions.

During the six months ended June 30, 2021, we recorded a pre-tax gain of $ 2 million ($ 2 million after-tax) in Gain on dispositions in the consolidated statements of income related to the sale of Standard & Poor's Investment Advisory Services LLC ("SPIAS"), a business within our Market Intelligence segment, in July of 2019.

Assets and Liabilities Held for Sale

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

(in millions) March 31, December 31,

(in millions) June 30, December 31,

Accounts Receivable, net $ — $ 59

5 unchanged sentences

Liabilities of businesses held for sale $ — $ 149

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

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

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

(in millions) 2022 2021

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

(in millions) Three Months Six Months

2022 2021 2022 2021

Operating profit 2

$ 15 $ 42 $ 48 $ 84

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

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

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

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

The three and six months ended June 30, 2022 excludes pre-tax gains related to the sale LCD and a related family of leveraged loan indices of $ 518 million and $ 38 million, respectively.

The six months ended June 30, 2022 also excludes a pre-tax gain related to the sale of CGS of $ 1.3 billion.

The six months ended June 30, 2021 excludes a pre-tax gain related to the sale of SPIAS of $ 2 million.

The effective income tax rate was 24.5 % and 27.9 % for the three and six months ended June 30, 2022, respectively, and 25.1 % and 24.3 % for the three and six months ended June 30, 2021, respectively.

The decrease in the three months ended June 30, 2022 was primarily due to mix of income by jurisdiction.

The increase in six months ended June 30, 2022 was primarily due to the tax charge on merger related divestitures and deal related non-deductible costs.

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

2 unchanged sentences

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

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

As of June 30, 2022 and December 31, 2021, the total amount of federal, state and local, and foreign unrecognized tax benefits was $ 197 million and $ 147 million, respectively, exclusive of interest and penalties.

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

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

As of June 30, 2022 and December 31, 2021, we had $ 32 million and $ 24 million, respectively, of accrued interest and penalties associated with unrecognized tax benefits.

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

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

(in millions) March 31,

(in millions) June 30,

2022 December 31,

26 unchanged sentences

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

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

5 We made a $ 287 million payment on the early retirement of our 4.0 % senior notes in the second quarter of 2022.

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

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

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

7 Interest payments are due semiannually on January 22 and July 22, and as of June 30, 2022, the unamortized debt discount and issuance costs total $ 4 million.

8 Interest payments are due semiannually on March 1 and September 1, beginning on September 1, 2022, and as of June 30, 2022, the unamortized debt discount and issuance costs total $ 15 million.

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

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

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

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

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

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

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

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

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

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

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

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

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

11 Interest payments are due semiannually on June 1 and December 1, and as of June 30, 2022, the unamortized debt discount and issuance costs total $ 4 million.

12 Interest payments are due semiannually on March 1 and September 1, beginning on September 1, 2022, and as of June 30, 2022, the unamortized debt discount and issuance costs total $ 18 million.

13 Interest payments are due semiannually on February 15 and August 15, and as of June 30, 2022, the unamortized debt discount and issuance costs total $ 6 million.

14 Interest payments are due semiannually on March 1 and September 1, beginning on September 1, 2022, and as of June 30, 2022, the unamortized debt discount and issuance costs total $ 30 million.

15 Interest payments are due semiannually on May 15 and November 15, and as of June 30, 2022, the unamortized debt discount and issuance costs total $ 3 million.

16 Interest payments are due semiannually on May 15 and November 15, and as of June 30, 2022, the unamortized debt discount and issuance costs total $ 11 million.

17 Interest payments are due semiannually on June 1 and December 1, and as of June 30, 2022, the unamortized debt discount and issuance costs total $ 10 million.

18 Interest payments are due semiannually on March 1 and September 1, beginning on September 1, 2022, and as of June 30, 2022, the unamortized debt discount and issuance costs total $ 26 million.

19 Interest payments are due semiannually on February 15 and August 15, and as of June 30, 2022, the unamortized debt discount and issuance costs total $ 18 million.

20 Interest payments are due semiannually on March 1 and September 1, beginning on September 1, 2022, and as of June 30, 2022, the unamortized debt discount and issuance costs total $ 14 million.

The fair value of our total debt borrowings was $ 9.7 billion and $ 4.4 billion as of June 30, 2022 and December 31, 2021, respectively, and was estimated based on quoted market prices.

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

18 unchanged sentences

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

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

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

The majority of these transactions settled within the first quarter of 2022, however, given the timing of certain redemptions, a lesser portion of these settled in the second quarter of 2022, including the redemption and extinguishment of the $ 287 million outstanding principal amount on our 4.0 % senior notes due in 2025, and a portion of the outstanding principal amounts of our 5.0 % senior notes due in 2022 and our 4.75 % senior notes due in 2025, of approximately $ 52 million and $ 247 million, respectively.

During the three and six months ended June 30, 2022, we recognized a $ 2 million and $ 19 million loss on extinguishment of debt.

The six months ended June 30, 2022 includes a $ 118 million tender premium paid to tendering note holders in accordance with the terms of the tender offer, offset by a $ 99 million non-cash write-off related to the fair market value step up premium on extinguished debt.

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

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

On 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 a n addi tional $ 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.

As of June 30, 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.

9 unchanged sentences

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

As of March 31, 2022 and December 31, 2021, we have entered into foreign exchange forward contracts to mitigate or hedge the effect of adverse fluctuations in foreign exchange rates and cross currency swap contracts to hedge a portion of our net investment in a foreign subsidiary against volatility in foreign exchange rates.

During the three months ended March 31, 2022, we entered into a series of interest rate swaps to mitigate or hedge the adverse fluctuations in interest rates on our future debt refinancing.

As of June 30, 2022 and December 31, 2021, we have entered into foreign exchange forward contracts to mitigate or hedge the effect of adverse fluctuations in foreign exchange rates and cross currency swap contracts to hedge a portion of our net investment in a foreign subsidiary against volatility in foreign exchange rates.

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

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

2 unchanged sentences

Undesignated Derivative Instruments

During the three months ended March 31, 2022 and twelve months ended December 31, 2021, we entered into foreign exchange forward contracts in order to mitigate the change in fair value of specific assets and liabilities in the consolidated balance sheet.

During the six months ended June 30, 2022 and twelve months ended December 31, 2021, we entered into foreign exchange forward contracts in order to mitigate the change in fair value of specific assets and liabilities in the consolidated balance sheet.

These forward contracts do not qualify for hedge accounting.

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

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

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

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

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

As of June 30, 2022 and December 31, 2021, the aggregate notional value of these outstanding forward contracts was $ 1.1 billion and $ 376 million, respectively.

The changes in fair value

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

The amount recorded in prepaid and other current assets as of June 30, 2022 and December 31, 2021 was $ 2 million and $ 5 million, respectively.

The amount recorded in other current liabilities as of June 30, 2022 and December 31, 2021 was $ 23 million and less than $ 1 million, respectively.

The amount recorded in selling and general expense related to these contracts was a net loss of $ 49 million and $ 69 million for three and six months ended June 30, 2022 respectively, and a net gain of $ 3 million and a net loss of $ 3 million for three and six months ended June 30, 2021, respectively

Net Investment Hedges

1 unchanged sentence

dollar exchange rate.

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

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

The changes in the fair value of swaps are recognized in foreign currency translation

adjustments, a component of other comprehensive income (loss), and reported in accumulated other comprehensive loss in our consolidated balance sheet.

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

As of June 30, 2022 and December 31, 2021, the notional value of our outstanding cross currency swaps designated as a net investment hedge was $ 1 billion.

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

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

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

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

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

Accordingly, amounts related to the cross currency swaps recognized directly in net income for the three and six months ended June 30, 2022 represent net periodic interest settlements and accruals, which are recognized in interest expense, net.

We recognized net interest expense of $ 8 million and $ 18 million for the three and six months ended June 30, 2022 and net interest income of $ 5 million and $ 9 million for the three and six months ended June 30, 2021, respectively.

Cash Flow Hedges

Foreign Exchange Forward Contracts

During the three months ended March 31, 2022 and twelve months ended December 31, 2021, we entered into a series of foreign exchange forward contracts to hedge a portion of the Indian rupee, British pound, and Euro exposures through the first quarter of 2024 and the fourth quarter of 2023, respectively.

During the six months ended June 30, 2022 and twelve months ended December 31, 2021, we entered into a series of foreign exchange forward contracts to hedge a portion of the Indian rupee, British pound, and Euro exposures through the second quarter of 2024 and the fourth quarter of 2023, respectively.

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

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

As of March 31, 2022, we estimate that less than $ 1 million of pre-tax gain related to foreign exchange forward contracts designated as cash flow hedges recorded in other comprehensive income is expected to be reclassified into earnings within the next twelve months.

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

As of June 30, 2022, we estimate that $ 13 million of pre-tax loss related to foreign exchange forward contracts designated as cash flow hedges recorded in other comprehensive income is expected to be reclassified into earnings within the next twelve months.

As of June 30, 2022 and December 31, 2021, the aggregate notional value of our outstanding foreign exchange forward contracts designated as cash flow hedges was $ 493 million and $ 498 million, respectively.

Interest Rate Swaps

3 unchanged sentences

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

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

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

(in millions) March 31, December 31,

As of June 30, 2022, the aggregate notional value of our outstanding interest rate swaps designated as cash flow hedges was $ 1.4 billion.

The following table provides information on the location and fair value amounts of our cash flow hedges and net investment hedges as of June 30, 2022 and December 31, 2021:

(in millions) June 30, December 31,

Balance Sheet Location 2022 2021

2 unchanged sentences

Other current liabilities Foreign exchange forward contracts $ 18 $ —

Other non-current assets Interest rate swap contracts $ 62

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

Derivatives designated as net investment hedges:

Other non-current assets Cross currency swaps $ 93 $ —

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

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

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

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

5 unchanged sentences

Cross currency swaps $ 80 $ 11 Interest expense, net $ ( 1 ) $ ( 3 )

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

(in millions) 2022 2021

2022 2021 2022 2021

Cash flow hedges - designated as hedging instruments

Foreign exchange forward contracts $ ( 18 ) $ ( 6 ) Revenue, Selling and general expenses $ 1 $ 10

Interest rate swap contracts $ 248 $ ( 206 ) Interest expense, net $ ( 2 ) $ —

Net investment hedges - designated as hedging instruments

Cross currency swaps $ 106 $ 26 Interest expense, net $ ( 2 ) $ ( 3 )

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

(in millions) Three Months Six Months

2022 2021 2022 2021

Cash Flow Hedges

3 unchanged sentences

Reclassification into earnings, net of tax 1 ( 5 ) ( 1 ) ( 10 )

Net unrealized gains on cash flow hedges, net of taxes, end of period $ 1 $ 14

Net unrealized (losses) gains on cash flow hedges, net of taxes, end of period $ ( 9 ) $ 12 $ ( 9 ) $ 12

Interest rate swap contracts

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

Net unrealized losses (gains) on cash flow hedges, net of taxes, beginning of period $ ( 118 ) $ 2 $ ( 203 ) $ —

Change in fair value, net of tax 101 ( 157 ) 185 ( 155 )

Reclassification into earnings, net of tax 1 — 2 —

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

Net unrealized losses on cash flow hedges, net of taxes, end of period $ ( 16 ) $ ( 155 ) $ ( 16 ) $ ( 155 )

Net Investment Hedges

2 unchanged sentences

Reclassification into earnings, net of tax 1 3 2 3

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

Net unrealized gains (losses) on net investment hedges, net of taxes, end of period $ 62 $ ( 59 ) $ 62 $ ( 59 )

Employee Benefits

12 unchanged sentences

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

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

(in millions) 2022 2021

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

(in millions) Three Months Six Months

2022 2021 2022 2021

Service cost $ 1 $ 1 $ 1 $ 2

3 unchanged sentences

Net periodic benefit cost $ ( 6 ) $ ( 10 ) $ ( 12 ) $ ( 20 )

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

Net periodic benefit cost related to our postretirement plans reflected in the table above was not material for the three and six months ended June 30, 2022 and 2021.

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

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

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

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

The effect of the assumption changes on retirement and postretirement expense for the three and six months ended June 30, 2022 did not have a material impact to our financial position, results of operations or cash flows.

In the first six months of 2022, we contributed $ 4 million to our retirement plans and expect to make additional required contributions of approximately $ 7 million to our retirement plans during the remainder of the year.

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

Stock-Based Compensation

1 unchanged sentence

The 2019 Plan permits the granting of incentive stock options, nonqualified stock options, stock appreciation rights, performance stock, restricted stock and other stock-based awards.

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

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

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

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

Total stock-based compensation expense primarily related to restricted stock and unit awards was $ 48 million and $ 143 million for the three and six months ended June 30, 2022, respectively, and $ 31 million and $ 50 million for the three and six months ended June 30, 2021, respectively.

For the three and six months ended June 30, 2022, stock-based compensation expense primarily related to the early vesting of IHS Markit equity awards as a result of employee terminations and restructuring efforts.

During the six months ended June 30, 2022, the Company granted 0.7 million shares of restricted stock and unit awards, which had a weighted average grant date fair value of $ 389.62 per share.

T otal unrecognized compensation expense related to unvested restricted stock and unit awards as of June 30, 2022 was $ 264 million , which is expected to be recognized over a weighted average period of 1.8 years .

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

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

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

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

Stock Repurchases

2 unchanged sentences

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

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

As of June 30, 2022, we completed the 2013 repurchase program and 11.7 million shares remained available under the 2020 Repurchase Program.

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

9 unchanged sentences

The forward stock purchase contracts were classified as equity instruments.

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

(in millions, except average price)

During the six months ended June 30, 2022, we initiated a series of uncapped ASR agreements aggregating a total of $ 8.5 billion as follows:

(in millions, except average price paid per share)

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

Purchased Average Price Paid Per Share Total Cash Utilized

May 13, 2022 1

3.8 — 3.8 $ 336.85 $ 1,500

March 1, 2022 2

3 unchanged sentences

The ASR agreement was executed under our 2020 Repurchase Program.

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

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

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

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

The ASR agreement was executed under our 2020 Repurchase Program.

During the six months ended June 30, 2022, we purchased a total of 19.0 million shares for $ 8.5 billion of cash.

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

Redeemable Noncontrolling Interests

1 unchanged sentence

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

In addition, in the event there is a change of

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

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

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

3 unchanged sentences

The more significant judgmental assumptions used to estimate the value of the S&P Dow Jones Indices LLC joint venture include an estimated discount rate, a range of assumptions that form the basis of the expected future net cash flows (e.g., the revenue growth rates and operating margins), and a company specific beta.

The significant judgmental assumptions used that incorporate market data, including the relative weighting of market observable information and the comparability of that information in our valuation models, are forward-looking and could be affected by future economic and market conditions.

affected by future economic and market conditions.

Any adjustments to the redemption value will impact retained income.

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

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

Changes to redeemable noncontrolling interest during the six months ended June 30, 2022 were as follows:

(in millions)

1 unchanged sentence

Net income attributable to redeemable noncontrolling interest 131

Equity contribution from redeemable noncontrolling interest 410

Distributions payable to redeemable noncontrolling interest ( 129 )

Redemption value adjustment ( 547 )

Balance as of March 31, 2022

Balance as of June 30, 2022

On June 1, 2022 the Company contributed its interest in the IHSM Indices acquired as part of the Merger to S&P Dow Jones Indices LLC.

The IHSM Indices will be operated, managed, and distributed by S&P Dow Jones Indices LLC.

CME Group paid the Company $ 410 million in exchange for both a 27 % ownership of IHSM’s Indices and to maintain their 27 % proportionate ownership in the S&P Dow Jones Indices LLC joint venture.

Accumulated Other Comprehensive Loss

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

The following table summarizes the changes in the components of accumulated other comprehensive loss for the six months ended June 30, 2022:

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

3 unchanged sentences

Reclassifications from accumulated other comprehensive income (loss) to net earnings

— ( 1 ) 2 ( 1 ) 3 ( 2 )

Net other comprehensive (loss) income ( 143 ) 1 172 30

Balance as of March 31, 2022

Balance as of June 30, 2022

$ ( 479 ) $ ( 304 ) $ ( 28 ) $ ( 811 )

1 unchanged sentence

See note 5 – Derivative Instruments for additional detail of items recognized in accumulated other comprehensive loss.

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

2 Reflects amortization of net actuarial losses and is net of a tax benefit of $ 1 million for the six months ended June 30, 2022.

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

4 unchanged sentences

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

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

(in millions, except per share amounts) 2022 2021

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

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

2022 2021 2022 2021

Amounts attributable to S&P Global Inc.

2 unchanged sentences

Basic weighted-average number of common shares outstanding

338.0 240.8 306.8 240.7

Effect of stock options and other dilutive securities 1.3 1.0 1.2 1.1

Diluted weighted-average number of common shares outstanding

339.3 241.8 308.0 241.7

Earnings per share attributable to S&P Global Inc.

5 unchanged sentences

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

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

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

For the three and six months ended June 30, 2022 and 2021, there were no stock options excluded.

Restricted performance shares outstanding of 0.6 million and 0.5 million as of June 30, 2022 and 2021, respectively, were excluded.

Restructuring

4 unchanged sentences

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

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

The initial restructuring charge recorded and the ending reserve balance as of June 30, 2022 by segment is as follows:

2022 Restructuring Plan 2021 Restructuring Plan

3 unchanged sentences

Commodity Insights 22 15 — —

Mobility 2 2 — —

Indices 4 3 — —

Engineering Solutions 1 1 — —

Corporate 58 42 13 11

Total $ 127 $ 92 $ 19 $ 17

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

We recorded a pre-tax restructuring charge of $ 127 million primarily related to employee severance charges for the 2022 restructuring plan during the six months ended June 30, 2022 and have reduced the reserve by $ 35 million.

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

For the six months ended June 30, 2022, we have reduced the reserve for the 2021 restructuring plan by $ 2 million.

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

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

Segment and Related Information

4 unchanged sentences

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

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

Revenue Three Months

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

Revenue Three Months Six Months

(in millions) 2022 2021 2022 2021

8 unchanged sentences

Total revenue $ 2,993 $ 2,106 $ 5,383 $ 4,122

Operating Profit Three Months

Operating Profit Three Months Six Months

(in millions) 2022 2021 2022 2021

1 unchanged sentence

$ 702 $ 174 $ 2,191 $ 335

464 729 976 1,410

Commodity Insights 4

141 141 299 275

270 196 493 387

Engineering Solutions 7

6 unchanged sentences

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

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

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

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

3 2022 includes employee severance charges of $ 5 million.

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

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

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

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

6 2022 includes employee severance charges of $ 2 million.

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

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

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

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

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

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

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

2 Operating profit for the three and six months ended June 30, 2022 includes gain on dispositions of $ 518 million and $ 1.9 billion, respectively, employee severance charges of $ 13 million and $ 31 million, respectively, IHS Markit merger costs of $ 12 million and $ 15 million, respectively, and acquisition-related costs of $ 1 million.

Operating profit for six months ended June 30, 2021 includes a gain on disposition of $ 2 million.

Additionally, operating profit includes amortization of intangibles from acquisitions of $ 133 million and $ 16 million for the three months ended June 30, 2022 and 2021, respectively and $ 197 million and $ 33 million for six months ended June 30, 2022 and 2021, respectively.

3 Operating profit for the three and six months ended June 30, 2022 includes employee severance charges of $ 7 million and $ 12 million, respectively.

Operating profit includes amortization of intangibles from acquisitions of $ 2 million for the three months ended June 30, 2022 and 2021, and $ 3 million and $ 7 million for the six months ended June 30, 2022 and 2021, respectively.

4 Operating profit for the three and six months ended June 30, 2022 includes employee severance charges of $ 17 million and $ 24 million, respectively, and IHS Markit merger costs of $ 4 million and $ 6 million, respectively.

Operating profit includes amortization of intangibles from acquisitions of $ 32 million and $ 2 million for the three months ended June 30, 2022 and 2021, respectively, and $ 45 million and $ 4 million for the six months ended June 30, 2022 and 2021, respectively.

5 Operating profit for the three and six months ended June 30, 2022 includes acquisition-related costs of $ 3 million and $ 4 million, respectively, employee severance changes of $ 2 million and IHS Markit merger costs of $ 1 million.

Operating profit includes amortization of intangibles from acquisitions of $ 77 million and $ 101 million for the three and six months ended June 30, 2022, respectively.

6 Operating profit for the three and six months ended June 30, 2022 includes a gain on disposition of $ 38 million, employee severance charges of $ 2 million and $ 4 million, respectively and IHS Markit merger costs of $ 1 million.

Operating profit includes amortization of intangibles from acquisitions of $ 9 million and $ 1 million for the three months ended June 30, 2022 and 2021, respectively, and $ 13 million and $ 3 million for the six months ended June 30, 2022 and 2021, respectively.

7 Operating profit for three and six months ended June 30, 2022 includes employee severance charges of $ 1 million and $ 2 million, respectively.

Operating profit includes amortization of intangibles from acquisitions of $ 15 million and $ 19 million for the three and six months ended June 30, 2022, respectively.

8 Corporate Unallocated expense for the three and six months ended June 30, 2022 includes IHS Markit merger costs of $ 117 million and $ 357 million, respectively, employee severance charges of $ 18 million and $ 64 million, respectively, acquisition-related costs of $ 4 million and $ 5 million, respectively and asset write-offs of $ 3 million.

The six months ended June 30, 2022 includes a S&P Foundation grant of $ 200 million and lease impairments of $ 5 million.

Corporate Unallocated expense for the three and six months ended June 30, 2021 includes IHS Markit merger costs of $ 50 million and $ 99 million, respectively, a lease impairment of $ 3 million, and for six months ended June 30, 2021 includes Kensho retention related expense of $ 2 million.

Corporate Unallocated expense also includes amortization of intangibles from acquisitions of $ 1 million for the six months ended June 30, 2022 and $ 7 million for the six months ended June 30, 2021.

9 Equity in Income on Unconsolidated Subsidiaries includes amortization of intangibles from acquisitions of $ 14 million and $ 28 million for the three and six months ended June 30, 2022, respectfully.

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

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

Three Months Ended June 30, 2022

Subscription $ — $ 867 $ 397 $ 264 $ 68 $ 89 $ — $ 1,685

10 unchanged sentences

Total revenue $ 796 $ 1,030 $ 438 $ 337 $ 339 $ 96 $ ( 43 ) $ 2,993

Six Months Ended June 30, 2022

Subscription $ — $ 1,526 $ 694 $ 350 $ 121 $ 119 $ — $ 2,810

Non-subscription / Transaction 747 71 74 102 — 10 — 1,004

Non-transaction 916 — — — — — ( 81 ) 835

Asset-linked fees — — — — 433 — — 433

Sales usage-based royalties — — 33 — 107 — — 140

Recurring variable revenue — 161 — — — — — 161

Total revenue $ 1,663 $ 1,758 $ 801 $ 452 $ 661 $ 129 $ ( 81 ) $ 5,383

Timing of revenue recognition

Services transferred at a point in time

$ 747 $ 71 $ 74 $ 102 $ — $ 10 $ — $ 1,004

Services transferred over time

916 1,687 727 350 661 119 ( 81 ) 4,379

Total revenue $ 1,663 $ 1,758 $ 801 $ 452 $ 661 $ 129 $ ( 81 ) $ 5,383

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

Three Months Ended June 30, 2021

Subscription $ — $ 524 $ 233 $ — $ 48 $ — $ — $ 805

8 unchanged sentences

Total revenue $ 1,073 $ 539 $ 252 $ — $ 278 $ — $ ( 36 ) $ 2,106

Six Months Ended June 30, 2021

Subscription $ — $ 1,037 $ 455 $ — $ 94 $ — $ — $ 1,586

Non-subscription / Transaction 1,197 26 5 — — — — 1,228

Non-transaction 893 — — — — — ( 71 ) 822

Asset-linked fees — — — — 378 — — 378

Sales usage-based royalties — — 32 — 76 — — 108

Total revenue $ 2,090 $ 1,063 $ 492 $ — $ 548 $ — $ ( 71 ) $ 4,122

Timing of revenue recognition

Services transferred at a point in time $ 1,197 $ 26 $ 5 $ — $ — $ — $ — $ 1,228

Services transferred over time 893 1,037 487 — 548 — ( 71 ) 2,894

Total revenue $ 2,090 $ 1,063 $ 492 $ — $ 548 $ — $ ( 71 ) $ 4,122

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

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

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

(in millions) 2022 2021

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

(in millions) Three Months Six Months

2022 2021 2022 2021

$ 1,782 $ 1,262 $ 3,208 $ 2,500

European region 699 524 1,266 998

Asia 326 214 590 422

Rest of the world 186 106 319 202

12 unchanged sentences

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

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

During the three and six months ended June 30, 2022, we recorded a pre-tax impairment charge of $ 20 million and $ 25 million, respectively, related to the impairment and abandonment of operating lease related ROU assets.

The pre-tax impairment charge recorded during the three months ending June 30, 2022 is primarily associated with consolidating our real estate facilities following the merger with IHS Markit.

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

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

(in millions) March 31, December 31,

The following table provides information on the location and amounts of our leases on our consolidated balance sheets as of June 30, 2022 and December 31, 2021:

(in millions) June 30, December 31,

Balance Sheet Location 2022 2021

2 unchanged sentences

Lease liabilities — non-current Non-current lease liabilities 632 492

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

(in millions) 2022 2021

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

(in millions) Three Months Six Months

2022 2021 2022 2021

Operating lease cost $ 39 $ 33 $ 71 $ 65

1 unchanged sentence

Total lease cost $ 38 $ 32 $ 69 $ 64

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

(in millions) 2022 2021

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

(in millions) Three Months Six Months

2022 2021 2022 2021

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

3 unchanged sentences

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

March 31, December 31,

June 30, December 31,

Weighted-average remaining lease term (years) 6.9 8.3

2 unchanged sentences

(in millions)

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

2022 (Excluding the six months ended June 30, 2022)

2027 and beyond 343

5 unchanged sentences

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

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

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

During the three and six months ended June 30, 2022, S&P Dow Jones Indices LLC earned $ 46 million and $ 87 million, respectively, of revenue under the terms of the License Agreement.

During the three and six months ended June 30, 2021, S&P Dow Jones Indices LLC earned $ 31 million and $ 67 million, respectively, of revenue under the terms of the License Agreement.The entire amount of this revenue is included in our consolidated statement of income and the portion related to the 27 % noncontrolling interest is removed in net income attributable to noncontrolling interests.

Legal and Regulatory Matters

6 unchanged sentences

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

The lawsuits both relate to alleged investment losses in collateralized debt

obligations rated by Ratings prior to the financial crisis.

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

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

12 unchanged sentences

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

The guidance is effective for reporting periods beginning after December 15, 2022, early adoption is permitted.

The guidance is effective for reporting periods beginning after December 15, 2022, and early adoption is permitted.

We early adopted this guidance on January 1, 2022.

7 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements