What changed in this filing

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Item 1. Financial Statements

2022-10-28 compared with 2022-08-03 · 200 added, 188 removed, 728 unchanged (35% of the section changed)

2 unchanged sentences

Consolidated Statements of Income

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

June 30, June 30,

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

September 30, September 30,

2022 2021 2022 2021

5 unchanged sentences

Total expenses 2,012 1,007 5,934 2,897

Gain on dispositions ( 556 ) — ( 1,899 ) ( 2 )

Loss (gain) on dispositions 2 ( 3 ) ( 1,897 ) ( 5 )

Equity in income on unconsolidated subsidiaries ( 6 ) — ( 21 ) —

2 unchanged sentences

Interest expense, net 71 31 218 94

Loss on extinguishment of debt, net 2 — 19 —

(Gain) loss on extinguishment of debt, net ( 4 ) — 15 —

Income before taxes on income 823 1,074 4,081 3,274

16 unchanged sentences

Consolidated Statements of Comprehensive Income

(in millions) Three Months Ended Six Months Ended

June 30, June 30,

(in millions) Three Months Ended Nine Months Ended

September 30, September 30,

2022 2021 2022 2021

7 unchanged sentences

Pension and other postretirement benefit plans

( 4 ) ( 1 ) 1 20

Income tax effect

14 unchanged sentences

Consolidated Balance Sheets

(in millions) June 30,

(in millions) September 30,

2022 December 31,

48 unchanged sentences

Consolidated Statements of Cash Flows

(in millions) Six Months Ended

(in millions) Nine Months Ended

September 30,

Operating Activities:

41 unchanged sentences

Consolidated Statements of Equity

Three Months Ended June 30, 2022

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

Three Months Ended September 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

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

Comprehensive income 1

6 unchanged sentences

Other — — ( 4 ) ( 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:

Balance as of September 30, 2022 $ 415 $ 44,229 $ 17,735 $ ( 1,038 ) $ 24,174 $ 37,167 $ 73 $ 37,240

Three Months Ended September 30, 2021

(in millions) Common Stock $ 1 par

Additional Paid-in Capital Retained Income Accumulated Other Comprehensive Loss Less:

Treasury Stock Total SPGI Equity Noncontrolling Interests Total Equity

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

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

Comprehensive income 1

4 unchanged sentences

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

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:

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

Nine Months Ended September 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

9 unchanged sentences

Other ( 1 ) ( 1 ) ( 8 ) ( 9 )

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:

Balance as of September 30, 2022 $ 415 $ 44,229 $ 17,735 $ ( 1,038 ) $ 24,174 $ 37,167 $ 73 $ 37,240

Nine Months Ended September 30, 2021

(in millions) Common Stock $ 1 par

Additional Paid-in Capital Retained Income Accumulated Other Comprehensive Loss Less:

Treasury Stock Total SPGI Equity Noncontrolling Interests Total Equity

6 unchanged sentences

Change in redemption value of redeemable noncontrolling interest ( 387 ) ( 387 ) ( 387 )

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.

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

1 Excludes comprehensive income of $ 64 million and $ 58 million for the three months ended September 30, 2022 and 2021, respectively, and $ 195 million and $ 161 million for the nine months ended September 30, 2022 and 2021, respectively, attributable to our redeemable noncontrolling interest.

See accompanying notes to the unaudited consolidated financial statements.

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

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

• Commodity Insights is a 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.

2 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 and six months ended June 30, 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 nine months ended September 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 and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the full year.

The operating results for the three and nine months ended September 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 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.

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

Contract Assets

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 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.

As of September 30, 2022 and December 31, 2021, contract assets were $ 74 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 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.

The increase in the unearned revenue balance at September 30, 2022 compared to December 31, 2021 is primarily driven by cash payments received in advance of satisfying our performance obligations, partially offset by $ 1.5 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 June 30, 2022, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 4.1 billion.

As of September 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.

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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 $ 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.

Total capitalized costs to obtain a contract were $ 148 million and $ 137 million as of September 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 periods ended June 30 are as follows:

(in millions) Three Months Six Months

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

(in millions) Three Months Nine Months

2022 2021 2022 2021

Other components of net periodic benefit cost $ ( 7 ) $ ( 11 ) $ ( 18 ) $ ( 34 )

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

Net gain from investments ( 30 ) ( 11 ) ( 68 ) ( 17 )

Other income, net $ ( 37 ) $ ( 22 ) $ ( 86 ) $ ( 51 )

22 unchanged sentences

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

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 September 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:

29 unchanged sentences

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

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

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

The primary areas that remain preliminary relate to the fair values of intangible assets acquired, deferred taxes and residual goodwill.

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

12 unchanged sentences

Acquisition-Related Expenses

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.

The Company incurred acquisition-related c osts of $ 144 million and $ 523 million related to the IHS Markit merger for the three and nine months ended September 30, 2022, respectively, and $ 54 million and $ 153 million for the three and nine months ended September 30, 2021, respectively.

These costs were included in selling and general expe nses within the Company’s consolidated statements of income for the three and nine months ended September 30, 2022, and September 30, 2021, respectively.

Pro forma information

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.

Since the acquisition date, the results of operations for IHS Markit of $ 1.114 billion of revenue and $ 207 million of operating profit for the three months ended September 30, 2022, and $ 2.662 billion of revenue and $ 457 million of operating profit for the nine months ended September 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 nine months ended September 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.

1 unchanged sentence

Three months ended

June 30 Six months ended

September 30 Nine months ended

(in millions) 2022 2021 2022 2021

1 unchanged sentence

Net income $ 609 $ 811 $ 3,100 $ 2,350

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.

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

During the three and nine months ended September 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.

3 unchanged sentences

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.

During the three and nine months ended September 30, 2022, we recorded a pre-tax loss of $ 15 million ($ 11 million after tax) and pre-tax gain of $ 505 million ($ 378 million after tax) for the sale of LCD.

During the three and nine months ended September 30, 2022, we recorded a pre-tax gain of $ 14 million ($ 12 million after tax) and $ 52 million ($ 43 million after-tax) for the sale of a family of leveraged loan indices in Loss (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.

1 unchanged sentence

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 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.

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

During the three and nine months ended September 30, 2022, we recorded a pre-tax loss of $ 2 million ($ 2 million after-tax) and a pre-tax gain of $ 1.341 billion ($ 1.005 billion after tax) in Loss (gain) on dispositions in the consolidated statements of income related to the sale of CGS.

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

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.

During the three and nine months ended September 30, 2021, we recorded a pre-tax gain of $ 3 million ($ 2 million after-tax) in Loss (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 Loss (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) June 30, December 31,

(in millions) September 30, December 31,

Accounts Receivable, net $ — $ 59

6 unchanged sentences

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 for the periods ended June 30 is as follows:

(in millions) Three Months Six Months

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

(in millions) Three Months Nine Months

2022 2021 2022 2021

2 unchanged sentences

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

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.

The three months ended September 30, 2022 excludes a pre-tax loss of $ 15 million and a pre-tax gain of $ 14 million related to the sale LCD and a related family of leveraged loan indices, respectively.

The nine months ended September 30, 2022 excludes pre-tax gains related to the sale LCD and a related family of leveraged loan indices of $ 505 million and $ 52 million, respectively.

T he three and nine m onths ended September 30, 2022 also excludes a pre-tax loss of $ 2 million and a pre-tax gain of $ 1.3 billion related to the sale of CGS.

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

The effective income tax rate was 17.6 % and 25.8 % for the three and nine months ended September 30, 2022, respectively, and 19.9 % and 22.8 % for the three and nine months ended September 30, 2021, respectively.

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

The increase in nine months ended September 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 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.

As of September 30, 2022 and December 31, 2021, the total amount of federal, state and local, and foreign unrecognized tax benefits was $ 206 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 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.

As of September 30, 2022 and December 31, 2021, we had $ 35 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) June 30,

(in millions) September 30,

2022 December 31,

28 unchanged sentences

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 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.

7 Interest payments are due semiannually on January 22 and July 22, and as of September 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 September 30, 2022, the unamortized debt discount and issuance costs t otal $ 14 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 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.

11 Interest payments are due semiannually on June 1 and December 1, and as of September 30, 2022, the unamortized debt discount and issuance costs total $ 3 million.

12 Interest payments are due semiannually on March 1 and September 1, beginning on September 1, 2022, and as of September 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 September 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 September 30, 2022, the unamortized debt discount and issuance costs total $ 29 million.

15 Interest payments are due semiannually on May 15 and November 15, and as of September 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 September 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 September 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 September 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 September 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 September 30, 2022, the unamortized debt discount and issuance costs total $ 14 million.

The fair value of our total debt borrowings was $ 9.2 billion and $ 4.4 billion as of September 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.

19 unchanged sentences

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.

During the nine months ended September 30, 2022, we recognized a $ 15 million loss on extinguishment of debt.

The nine months ended September 30, 2022 includes a $ 142 million tender premium paid to tendering note holders in accordance with the terms of the tender offer, offset by a $ 127 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.

1 unchanged sentence

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 June 30, 2022 and December 31, 2021, there was no commercial paper outstanding.

As of September 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.

We currently pay a commitment fee of 8 basis points.

We currently pay a commitment fee of 8 basi s points.

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

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

The only financial covenant required 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.

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

Derivative Instruments

4 unchanged sentences

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

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.

As of September 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.

3 unchanged sentences

Undesignated Derivative Instruments

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.

During the nine months ended September 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 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

As of September 30, 2022 and December 31, 2021, the aggregate notional value of these outstanding forward contracts was $ 1.5 billion and $ 376 million, respectively.

The changes in fair value of these forward contracts are recorded in prepaid and other current 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 September 30, 2022 and December 31, 2021 was $ 9 million and $ 5 million, respectively.

The amount recorded in other current liabilities as of September 30, 2022 and December 31, 2021 was $ 55 million and less than $ 1 million, respectively.

The amount recorded in selling and general expense related to these contracts was a net loss of $ 82 million and $ 151 million for three and nine months ended September 30, 2022 respectively, and a net loss of $ 6 million and $ 10 million for three and nine months ended September 30, 2021, respectively

Net Investment Hedges

2 unchanged sentences

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

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.

As of September 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.

1 unchanged sentence

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

Accordingly, amounts related to the cross currency swaps recognized directly in net income 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.

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

We recognized net interest expense of $ 6 million and $ 24 million for the three and nine months ended September 30, 2022 and net interest income of $ 5 million and $ 14 million for the three and nine months ended September 30, 2021, respectively.

Cash Flow Hedges

Foreign Exchange Forward Contracts

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.

During the three and nine months ended September 30, 2022 and the 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 third 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 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.

As of September 30, 2022, we estimate that $ 12 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 September 30, 2022 and December 31, 2021, the aggregate notional value of our outstanding foreign exchange forward contracts designated as cash flow hedges was $ 568 million and $ 498 million, respectively.

Interest Rate Swaps

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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 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,

As of September 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 September 30, 2022 and December 31, 2021:

(in millions) September 30, December 31,

Balance Sheet Location 2022 2021

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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 periods ended June 30:

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

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

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Cross currency swaps $ 176 $ 59 Interest expense, net $ ( 3 ) $ ( 4 )

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

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

(in millions) Three Months Nine Months

2022 2021 2022 2021

1 unchanged sentence

Foreign exchange forward contracts

Net unrealized gains on cash flow hedges, net of taxes, beginning of period $ 1 $ 14 $ 6 $ 14

Net unrealized (losses) gains on cash flow hedges, net of taxes, beginning of period $ ( 9 ) $ 12 $ 6 $ 14

Change in fair value, net of tax ( 7 ) — ( 21 ) 8

Reclassification into earnings, net of tax 5 ( 5 ) 4 ( 15 )

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

Net unrealized gains on cash flow hedges, net of taxes, end of period $ ( 11 ) $ 7 $ ( 11 ) $ 7

Interest rate swap contracts

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

Net unrealized losses on cash flow hedges, net of taxes, beginning of period $ ( 16 ) $ ( 155 ) $ ( 203 ) $ —

Change in fair value, net of tax 41 27 226 ( 128 )

Reclassification into earnings, net of tax 1 — 3 —

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

Net unrealized gains (losses) on cash flow hedges, net of taxes, end of period $ 26 $ ( 128 ) $ 26 $ ( 128 )

Net Investment Hedges

Net unrealized losses on net investment hedges, net of taxes, beginning of period $ ( 2 ) $ ( 70 ) $ ( 17 ) $ ( 81 )

Net unrealized gains (losses) on net investment hedges, net of taxes, beginning of period $ 62 $ ( 59 ) $ ( 17 ) $ ( 81 )

Change in fair value, net of tax 52 22 129 40

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

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

(in millions) Three Months Six Months

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

(in millions) Three Months Nine Months

2022 2021 2022 2021

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Net periodic benefit cost $ ( 6 ) $ ( 10 ) $ ( 18 ) $ ( 31 )

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.

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

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

The effect of the assumption changes on retirement and postretirement expense for the three and 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.

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

In the first nine months of 2022, we contributed $ 8 million to our retirement plans and expect to make additional required contributions of approximately $ 3 million to our retirement plans during the remainder of the year.

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

Stock-Based Compensation

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

Total stock-based compensation expense primarily related to restricted stock and unit awards was $ 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 .

Total stock-based compensation expense primarily related to restricted stock and unit a wards was $ 160 million for the nine months ended September 30, 2022, and $ 90 million for the nine months ended September 30, 2021.

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 nine months ended September 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 $ 388.21 per share.

Total unrecognized compensation expense related to unvested restricted stock and unit awards as of September 30, 2022 was $ 173 million, which is expected to be recognized over a weighted average period of 1.6 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 increased from $ 0.77 to $ 0.85 per share in the second quarter.

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

Stock Repurchases

On June 22, 2022, the Board of Directors approved a share repurchase program authorizing the purchase of 30 million shares (the “2022 Repurchase Program”), which was approximately 9 % of the total shares of our outstanding common stock at that time.

On January 29, 2020, the Board of Directors approved a share repurchase program authorizing the purchase of 30 million shares (the “2020 Repurchase Program”), which was approximately 12 % of the total shares of our outstanding common stock at that time.

1 unchanged sentence

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 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.

As of September 30, 2022, 30 million shares remained available under the 2022 Repurchase Program, 1.3 million shares remained available under the 2020 Repurchase Program and the 2013 Repurchase Program was completed.

Our 2020 and 2022 Repurchase Programs have no expiration date and purchases under this program may be made from time to time on the open market and in private transactions, depending on market conditions.

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

8 unchanged sentences

The forward stock purchase contracts were classified as equity instruments.

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:

During the nine months ended September 30, 2022, we initiated a series of uncapped ASR agreements aggregating a total of $ 11 billion as follows:

(in millions, except average price paid per share)

1 unchanged sentence

Purchased Average Price Paid Per Share Total Cash Utilized

August 9, 2022 1

5.8 — 5.8 $ — $ 2,500

May 13, 2022 2

2 unchanged sentences

15.2 4.1 19.3 $ 362.03 $ 7,000

1 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 1.5 billion and received an initial delivery of 3.8 million shares, representing 85 % of the $ 1.5 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.

1 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 2.5 billion and initially received shares valued at 87.5 % of the $ 2.5 billion at a price equal to the market price of the Company's common stock on August 9, 2022 when the Company received an initial delivery of 5.8 million shares from the ASR program.

We completed the ASR agreement on October 25, 2022 and received an additional 1.6 million shares.

We repurchased a total of 7.4 million shares under the ASR agreement for an average purchase price $ 337.94 per share.

The ASR agreement was executed under our 2020 Repurchase Program.

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.

2 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 1.5 billion and initially received shares valued at 85 % of the $ 1.5 billion at a share price equal to the market price of the Company's common stock on May 13, 2022 when the Company received an initial delivery of 3.8 million shares from the ASR program.

We completed the ASR agreement on August 2, 2022 and received an additional 0.6 million shares.

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.

3 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 7 billion and initially received shares valued at 85 % of the $ 7 billion at a share equal to the then market price of the Company's common stock on March 1, 2022 when the company received an initial delivery of 15.2 million shares from the ASR program.

We completed the ASR agreement on August 9, 2022 and received an additional 4.1 million shares.

The ASR agreement was executed under our 2020 Repurchase Program.

During the nine months ended September 30, 2022, we purchased a total of 29.5 million shares for $ 11.0 billion of cash.

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

Redeemable Noncontrolling Interests

3 unchanged sentences

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.

This interest is presented on the consolidated balance sheets outside of equity under the caption “Redeemable noncontrolling interest” with an initial value based on fair value for the portion attributable to the net assets we acquired, and based on our historical cost for the portion attributable to our S&P Index business.

acquired, and based on our historical cost for the portion attributable to our S&P Index business.

We adjust the redeemable noncontrolling interest each reporting period to its estimated redemption value, but never less than its initial fair value, using both income and market valuation approaches.

1 unchanged sentence

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.

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 six months ended June 30, 2022 were as follows:

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

(in millions)

4 unchanged sentences

Redemption value adjustment ( 653 )

Balance as of June 30, 2022

Balance as of September 30, 2022

1 Relates to foreign currency translation adjustments.

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.

2 unchanged sentences

Accumulated Other Comprehensive Loss

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

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

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

4 unchanged sentences

Net other comprehensive (loss) income ( 413 ) 4 212 ( 197 )

Balance as of June 30, 2022

Balance as of September 30, 2022

$ ( 749 ) $ ( 301 ) $ 12 $ ( 1,038 )

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 six months ended June 30, 2022.

2 Reflects amortization of net actuarial losses and is net of a tax benefit of $ 2 million for the nine months ended September 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 periods ended June 30 is as follows:

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

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

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

2022 2021 2022 2021

14 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 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.

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

Restricted performance shares outstanding of 0.7 million and 0.5 million as of September 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 June 30, 2022 by segment is as follows:

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

2022 Restructuring Plan 2021 Restructuring Plan

8 unchanged sentences

Total $ 186 $ 103 $ 19 $ 13

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.

We recorded a pre-tax restructuring charge of $ 186 million primarily related to employee severance charges for the 2022 restructuring plan during the nine months ended September 30, 2022 and have reduced the reserve by $ 83 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.

For the nine months ended September 30, 2022, we have reduced the reserve for the 2021 restructuring plan by $ 6 million.

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

Segment and Related Information

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:

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

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

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

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

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

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

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

Revenue Three Months Six Months

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

Revenue Three Months Nine Months

(in millions) 2022 2021 2022 2021

8 unchanged sentences

Total revenue $ 2,861 $ 2,087 $ 8,244 $ 6,209

Operating Profit Three Months Six Months

Operating Profit Three Months Nine Months

(in millions) 2022 2021 2022 2021

13 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 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

2 Operating profit for the three and nine months ended September 30, 2022 includes a loss on dispositions of $ 17 million and a gain on dispositions of $ 1.8 billion, respectively, employee severance charges of $ 13 million and $ 44 million, respectively, IHS Markit merger costs of $ 6 million and $ 21 million, respectively, and acquisition-related costs of $ 1 million and $ 2 million, respectively.

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

Additionally, operating profit includes amortization of intangibles from acquisitions of $ 134 million and $ 16 million for the three months ended September 30, 2022 and 2021, respectively and $ 331 million and $ 49 million for nine months ended September 30, 2022 and 2021, respectively.

3 Operating profit for the three and nine months ended September 30, 2022 includes employee severance charges of $ 2 million and $ 14 million, respectively.

Operating profit includes amortization of intangibles from acquisitions of $ 2 million for the three months ended September 30, 2022 and 2021, and $ 5 million and $ 8 million for the nine months ended September 30, 2022 and 2021, respectively.

4 Operating profit for the three and nine ended September 30, 2022 includes employee severance charges of $ 14 million and $ 38 million, respectively, and IHS Markit merger costs of $ 10 million and $ 16 million, respectively.

Operating profit includes amortization of intangibles from acquisitions of $ 32 million and $ 2 million for the three months ended September 30, 2022 and 2021, respectively, and $ 77 million and $ 6 million for the nine months ended September 30, 2022 and 2021, respectively.

5 Operating profit for the three and nine months ended September 30, 2022 includes acquisition-related benefit of $ 19 million and $ 15 million, respectively, and employee severance changes of $ 1 million and $ 3 million, respectively.

Operating profit for the nine months ended September 30, 2022 includes IHS Markit merger costs of $ 1 million.

Operating profit includes amortization of intangibles from acquisitions of $ 76 million and $ 176 million for the three and nine months ended September 30, 2022, respectively.

6 Operating profit for the three and nine months ended September 30, 2022 includes a gain on disposition of $ 14 million and $ 52 million, employee severance charges of $ 1 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 September 30, 2022 and 2021, respectively, and $ 22 million and $ 4 million for the nine months ended September 30, 2022 and 2021, respectively.

7 Operating profit for three and nine months ended September 30, 2022 includes employee severance charges of $ 2 million and $ 4 million, respectively.

Operating profit includes amortization of intangibles from acquisitions of $ 14 million and $ 33 million for the three and nine months ended September 30, 2022, respectively.

8 Corporate Unallocated expense for the three and nine months ended September 30, 2022 includes IHS Markit merger costs of $ 127 million and $ 483 million, respectively, employee severance charges of $ 23 million and $ 87 million, respectively, acquisition-related costs of $ 1 million and $ 7 million, respectively, an asset impairment of $ 9 million and a gain on acquisition of $ 10 million.

The nine months ended September 30, 2022 includes a S&P Foundation grant of $ 200 million, lease impairments of $ 5 million and an asset write-off of $ 3 million.

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

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

9 Equity in Income on Unconsolidated Subsidiaries includes amortization of intangibles from acquisitions of $ 13 million and $ 42 million for the three and nine months ended September 30, 2022, respectfully.

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

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

Three Months Ended September 30, 2022

Subscription $ 861 $ — $ 394 $ 269 $ 69 $ 89 $ — $ 1,682

10 unchanged sentences

Total revenue $ 1,016 $ 681 $ 432 $ 346 $ 334 $ 95 $ ( 43 ) $ 2,861

Six Months Ended June 30, 2022

Nine Months Ended September 30, 2022

Subscription $ 2,386 $ — $ 1,088 $ 618 $ 190 $ 208 $ — $ 4,490

7 unchanged sentences

Services transferred at a point in time $ 111 $ 992 $ 96 $ 179 $ — $ 16 $ — $ 1,394

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

Services transferred over time

1 unchanged sentence

Total revenue $ 2,774 $ 2,345 $ 1,234 $ 797 $ 995 $ 224 $ ( 125 ) $ 8,244

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

Three Months Ended June 30, 2021

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

Three Months Ended September 30, 2021

Subscription $ 541 $ — $ 236 $ — $ 47 $ — $ — $ 824

8 unchanged sentences

Total revenue $ 554 $ 1,017 $ 255 $ — $ 298 $ — $ ( 37 ) $ 2,087

Six Months Ended June 30, 2021

Nine Months Ended September 30, 2021

Subscription $ 1,578 $ — $ 691 $ — $ 140 $ — $ — $ 2,409

10 unchanged sentences

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 periods ended June 30:

(in millions) Three Months Six Months

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

(in millions) Three Months Nine Months

2022 2021 2022 2021

16 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 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.

During the three and nine months ended September 30, 2022, we recorded a pre-tax impairment charge of $ 73 million and $ 98 million, respectively, related to the impairment and abandonment of operating lease related ROU assets.

The pre-tax impairment charges recorded during the three and nine months ended September 30, 2022 is primarily associated with reductions in the anticipated sublease income on vacated leased facilities following the deterioration of local market conditions and 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 June 30, 2022 and December 31, 2021:

(in millions) June 30, December 31,

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

(in millions) September 30, December 31,

Balance Sheet Location 2022 2021

2 unchanged sentences

Lease liabilities — non-current Non-current lease liabilities 592 492

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

(in millions) Three Months Six Months

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

(in millions) Three Months Nine Months

2022 2021 2022 2021

2 unchanged sentences

Total lease cost $ 38 $ 32 $ 109 $ 96

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

(in millions) Three Months Six Months

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

(in millions) Three Months Nine Months

2022 2021 2022 2021

4 unchanged sentences

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

June 30, December 31,

September 30, December 31,

Weighted-average remaining lease term (years) 6.8 8.3

2 unchanged sentences

(in millions)

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

2022 (Excluding the nine months ended September 30, 2022)

2027 and beyond 344

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 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.

During the three and nine months ended September 30, 2022, S&P Dow Jones Indices LLC earned $ 42 million and $ 130 million, respectively, of revenue under the terms of the License Agreement.

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

12 unchanged sentences

The Company does not expect to incur material losses as a result of these matters.

Moreover, various government and self-regulatory agencies frequently make inquiries and conduct investigations into our compliance with applicable laws and regulations, including those related to ratings activities and antitrust matters.

For example, as a nationally recognized statistical rating organization registered with the SEC under Section 15E of the Exchange Act, S&P Global Ratings is in ongoing communication with the staff of the SEC regarding compliance with its extensive obligations under the federal securities laws.

16 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