What changed in this filing

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Item 1. Financial Statements

2023-04-27 compared with 2022-10-28 · 226 added, 379 removed, 549 unchanged (52% of the section changed)

2 unchanged sentences

Consolidated Statements of Income

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

September 30, September 30,

2022 2021 2022 2021

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

Revenue $ 3,160 $ 2,389

4 unchanged sentences

Total expenses 2,080 1,844

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

Gain on dispositions ( 50 ) ( 1,344 )

Equity in income on unconsolidated subsidiaries ( 14 ) ( 3 )

Operating profit 1,144 1,892

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

Other expense (income), net 11 ( 49 )

Interest expense, net 85 57

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

Loss on extinguishment of debt, net — 17

Income before taxes on income 1,048 1,867

16 unchanged sentences

Consolidated Statements of Comprehensive Income

(in millions) Three Months Ended Nine Months Ended

September 30, September 30,

2022 2021 2022 2021

(in millions) Three Months Ended

Net income $ 860 $ 1,299

1 unchanged sentence

Foreign currency translation adjustments

( 255 ) ( 7 ) ( 371 ) 6

Income tax effect

( 15 ) ( 6 ) ( 42 ) ( 4 )

( 270 ) ( 13 ) ( 413 ) 2

Pension and other postretirement benefit plans

Income tax effect

( 1 ) ( 1 ) ( 1 ) ( 5 )

Unrealized gain (loss) on cash flow hedges 54 31 283 ( 183 )

Unrealized (loss) gain on cash flow hedges ( 27 ) 107

Income tax effect

( 14 ) ( 8 ) ( 71 ) 48

40 23 212 ( 135 )

Comprehensive income 885 1,358

comprehensive income attributable to nonredeemable noncontrolling interests

( 6 ) ( 6 ) ( 18 ) ( 17 )

comprehensive income attributable to redeemable noncontrolling interests

5 unchanged sentences

Consolidated Balance Sheets

(in millions) September 30,

(in millions) March 31,

2023 December 31,

12 unchanged sentences

Other intangible assets, net 18,168 18,306

Equity investment in unconsolidated subsidiaries 1,889 165

Equity investments in unconsolidated subsidiaries 1,750 1,752

Other non-current assets 764 794

20 unchanged sentences

authorized - 600 million shares;

2022 - 415 million shares;

2021 - 294 million shares

2023 and 2022 415 million shares

Additional paid-in capital 44,329 44,422

9 unchanged sentences

Consolidated Statements of Cash Flows

(in millions) Nine Months Ended

September 30,

(in millions) Three Months Ended

Operating Activities:

22 unchanged sentences

Changes in short-term investments ( 3 ) 4

Cash provided by (used for) investing activities 3,689 ( 42 )

Cash (used for) provided by investing activities ( 253 ) 2,901

Financing Activities:

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

Additions to (payments on) short-term debt, net 710 ( 219 )

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

1 unchanged sentence

Dividends paid to shareholders ( 290 ) ( 186 )

Proceeds from noncontrolling interest holders 410 —

Distributions to noncontrolling interest holders ( 197 ) ( 171 )

Distributions to noncontrolling interest holders, net ( 78 ) ( 55 )

Repurchase of treasury shares ( 500 ) ( 7,003 )

Exercise of stock options 4 10

Exercise of stock options and other 3 3

Employee withholding tax on share-based payments ( 75 ) ( 66 )

7 unchanged sentences

Consolidated Statements of Equity

Three Months Ended September 30, 2022

Three Months Ended March 31, 2023

(in millions) Common Stock $ 1 par

1 unchanged sentence

Treasury Stock Total SPGI Equity Noncontrolling Interests Total Equity

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

Balance as of December 31, 2022 $ 415 $ 44,422 $ 17,784 $ ( 886 ) $ 25,347 $ 36,388 $ 89 $ 36,477

Comprehensive income 1

6 unchanged sentences

Other ( 1 ) ( 1 ) 2 1

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

Comprehensive income 1

797 14 811 6 817

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

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

Employee stock plans 38 7 31 — 31

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

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

Nine Months Ended September 30, 2022

Balance as of March 31, 2023 $ 415 $ 44,329 $ 18,171 $ ( 861 ) $ 25,779 $ 36,275 $ 95 $ 36,370

Three Months Ended March 31, 2022

(in millions) Common Stock $ 1 par

11 unchanged sentences

Other — ( 1 ) ( 1 )

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

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

Comprehensive income 1

2,349 ( 113 ) 2,236 17 2,253

Dividends (Dividend declared per common share — $ 2.31 per share)

( 557 ) ( 557 ) ( 10 ) ( 567 )

Employee stock plans 55 11 44 44

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

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.

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

1 Excludes comprehensive income of $ 61 million and $ 59 million for the three months ended March 31, 2023 and 2022, respectively, attributable to our redeemable noncontrolling interest.

See accompanying notes to the unaudited consolidated financial statements.

10 unchanged sentences

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

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

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

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

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

(“IHS Markit”) by acquiring 100 % of the IHS Markit common stock that was issued and outstanding as of the date of acquisition, and as a result, IHS Markit and its subsidiaries became wholly owned consolidated subsidiaries of S&P Global, and the consolidated financial statements as of and during the three 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.

On February 28, 2022, we completed the merger with IHS Markit Ltd (“IHS Markit”), and as a result, IHS Markit and its subsidiaries became wholly owned consolidated subsidiaries of S&P Global, and the financial results include IHS Markit from the date of acquisition.

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

3 unchanged sentences

Therefore, the financial statements included herein should be read in conjunction with the financial statements and notes included in our Form 10-K for the year ended December 31, 2022 (our “Form 10-K”).

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

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

The operating results for the three and nine months ended September 30, 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.

The operating results for the three months ended March 31, 2023 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, business combinations, 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.

Since the date of our Form 10-K, there have been no material changes to our critical accounting policies and estimates.

Restricted Cash

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

Restricted cash included in our consolidated balance sheets was $ 3 million and $ 1 million as of March 31, 2023 and December 31, 2022, 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 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.

As of March 31, 2023 and December 31, 2022, contract assets were $ 77 million and $ 60 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 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.

The increase in the unearned revenue balance at March 31, 2023 compared to December 31, 2022 is primarily driven by cash payments received in advance of satisfying our performance obligations, partially offset by $ 1.1 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 September 30, 2022, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 4.1 billion.

As of March 31, 2023, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 4.5 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 $ 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.

Total capitalized costs to obtain a contract were $ 184 million and $ 175 million as of March 31, 2023 and December 31, 2022, 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.

3 unchanged sentences

Equity in Income on Unconsolidated Subsidiaries

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

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

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

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

Other Income, net

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

(in millions) Three Months Nine Months

2022 2021 2022 2021

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

Other Expense (Income), net

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

(in millions) 2023 2022

Other components of net periodic benefit cost $ ( 6 ) $ ( 4 )

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

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

Net loss (gain) from investments 17 ( 45 )

Other expense (income), net $ 11 $ ( 49 )

Acquisitions and Divestitures

On February 16, 2023, we completed the acquisition of Market Scan Information Systems, Inc.

(“Market Scan”), a leading provider of automotive pricing and incentive intelligence, including Automotive Payments as a Service TM and its powerful payment calculation engine.

The addition of Market Scan to Mobility will enable the integration of detailed transaction intelligence in areas that are complementary to existing services for dealers, OEMs, lenders, and other market participants.

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

On January 3, 2023, we completed the acquisition of ChartIQ, a premier charting provider for the financial services industry.

ChartIQ is a professional grade charting solution that allows users to visualize data with a fully interactive web-based library that works seamlessly across web, mobile and desktop.

It provides advanced capabilities including trade visualization, options analytics, technical analysis and more.

Additionally, ChartIQ allows clients to visualize vendor-supplied data combined with their own proprietary content, alternative datasets or analytics.

The acquisition will be part of our Market Intelligence segment and further enhances our S&P Capital IQ Pro platform, our digital investment solutions provider Markit Digital and other workflow solutions to provide the industry with leading visualization capabilities.

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

On January 4, 2023, we completed the acquisition of TruSight Solutions LLC (“TruSight”) a provider of third-party vendor risk assessments.

The acquisition will be integrated into our Market Intelligence segment and further expands the breadth and depth of S&P Global’s third party vendor risk management solutions by offering high-quality validated assessment data to clients designed to reduce further the vendor due diligence burden on service providers to the financial services industry.

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

Merger with IHS Markit

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

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

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

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

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

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

Exchange ratio 0.2838

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

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

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

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

Total equity consideration $ 43,536

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

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

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

Preliminary Allocation of Purchase Price

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

The fair value of the consideration transferred for IHS Markit was approximately $ 43.5 billion.

Allocation of Purchase Price

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

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

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

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

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

The 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:

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

(in millions) February 28, 2022

8 unchanged sentences

Other intangible assets 18,620

Equity investment in unconsolidated subsidiaries 1,644

Equity investments in unconsolidated subsidiaries 1,644

Other non-current assets 54

13 unchanged sentences

Total consideration transferred $ 43,536

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

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

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

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

The Company believes that the information provides a reasonable basis for estimating the fair values of the acquired assets and assumed liabilities, but the potential for 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.

Acquired Identifiable Intangible Assets

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

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

(in millions) Fair Value Weighted Average Useful Lives

4 unchanged sentences

Total Identified Intangible Assets $ 18,620 21 years

Expected Amortization Expense

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

Amortization expense $ 920 $ 1,085 $ 1,080 $ 1,064 $ 1,034

Acquisition-Related Expenses

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 $ 1.114 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.

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

Three months ended

September 30 Nine months ended

(in millions) 2022 2021 2022 2021

Revenue $ 2,862 $ 3,109 $ 8,905 $ 9,244

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 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.

During the three months ended March 31, 2023, we did not complete any material divestitures.

In the first quarter of 2023, we received a contingent payment following the sale of Leveraged Commentary and Data (“LCD”) along with a related family of leveraged loan indices in June of 2022.

The contingent payment was payable six months following the closing upon the achievement of certain conditions related to the transition of LCD customer relationships.

During the three months ended March 31, 2023, the contingent payment resulted in a pre-tax gain of $ 46 million ($ 34 million after-tax) related to the sale of LCD in our Market Intelligence segment and $ 4 million ($ 3 million after-tax) related to the sale of a family of leveraged loan indices in our Indices segment.

On January 14, 2023, we entered into a securities and asset purc hase agreement with Allium Buyer LLC, a Delaware limited liability company controlled by funds affiliated with Kohlberg Kravis Roberts & Co.

(“KKR”) to sell our Engineering Solutions business for $ 975 million in cash, subject to customary purchase price adjustments.

We currently anticipate the divestiture to result in after-tax proceeds of approximately $ 750 million, which proceeds are expected to be used for share repurchases.

The agreement follows our announced intent in November of 2022 to divest the business.

Engineering Solutions became part of the Company following our merger with IH S Markit.

The transaction, which is subject to receipt of required regulatory approvals and satisfying other customary closing conditions, is expected to close in the second quarter of 2023.

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 IHS Markit’s divestitures include Oil Price Information Services (“OPIS”);

S&P Global’s divestitures included CUSIP Global Services (“CGS”), its 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 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.

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.

In March of 2022, we completed the previously announced sale of 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 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.

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

In February 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 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) September 30, December 31,

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

(in millions) March 31, December 31,

Accounts Receivable, net $ 91 $ 88

Goodwill 437 437

Other intangible assets, net 696 697

Other assets 89 76

Assets of businesses held for sale $ — $ 321

Assets of a business held for sale $ 1,313 $ 1,298

Accounts payable and accrued expenses $ 55 $ 59

Deferred tax liability 26 27

Unearned revenue 171 148

Liabilities of businesses held for sale $ — $ 149

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

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

(in millions) Three Months Nine Months

2022 2021 2022 2021

Liabilities of a business held for sale $ 252 $ 234

1 Assets and liabilities held for sale as of March 31, 2023 and December 31, 2022 relate to Engineering Solutions.

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) 2023 2022

Operating profit 2

$ ( 1 ) $ 44 $ 56 $ 127

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 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.

T he three m onths ended March 31, 2023 excludes a pre-tax gain related to the sale of LCD and leveraged loan indices of $ 50 million.

T he three m onths ended March 31, 2022 exclude a pre-tax gain related to the sale of CGS of $ 1.3 billion.

The effective income tax rate was 17.9 % and 30.4 % for the three months ended March 31, 2023 and March 31, 2022, respectively.

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

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

2 unchanged sentences

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

As of September 30, 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.

As of March 31, 2023 and December 31, 2022, the total amount of federal, state and local, and foreign unrecognized tax benefits was $ 236 million and $ 223 million, respectively, exclusive of interest and penalties.

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

As of September 30, 2022 and December 31, 2021, we had $ 35 million and $ 24 million, respectively, of accrued interest and penalties associated with unrecognized tax benefits.

As of March 31, 2023 and December 31, 2022, we had $ 42 million and $ 38 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 $ 20 million in the next twelve months as a result of the resolution of local tax examinations.

For tax years beginning after December 31, 2021, the Tax Cuts and Jobs Act of 2017 (“TCJA”) requires taxpayers to capitalize and amortize research and development costs pursuant to Internal Revenue Code (“IRC”) Section 174.

Section 174 requires taxpayers to capitalize research and development costs and amortize them over 5 years for expenditures attributed to domestic research and 15 years for expenditures attributed to foreign research.

This provision affects a significant proportion of the Company for the first time in 2023.

The actual impact of Section 174 capitalization and amortization on the income tax payable and deferred tax asset will depend on multiple factors, including the amount of research and development expenses we will incur and whether we conduct our research and development activities inside or outside the United States.

Although Congress is considering legislation that would defer, repeal or otherwise modify this capitalization and amortization requirement, the possibility that this will happen is uncertain.

If legislation is not passed to defer, repeal, or otherwise modify the capitalization and amortization requirement we expect our cash taxes to be greater than in the prior year.

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

(in millions) September 30,

(in millions) March 31,

2023 December 31,

8 unchanged sentences

2.5 % Senior Notes, due 2029 9

4.25 % Senior Notes, due 2029 10

2.5 % Senior Notes, due 2029 11

2.70 % Sustainability-Linked Senior Notes, due 2029 10

7 unchanged sentences

3.9 % Senior Notes, due 2062 18

Commercial paper 898 188

Total debt 11,663 10,956

1 unchanged sentence

Long-term debt $ 10,727 $ 10,730

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

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

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

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

4 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 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.

5 Interest payments are due semiannually on January 22 and July 22, and as of March 31, 2023, the unamortized debt discount and issuance costs total $ 3 million.

6 Interest payments are due semiannually on March 1 and September 1 and as of March 31, 2023, the unamortized debt discount and issuance costs total $ 13 million.

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

8 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 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.

9 Interest payments are due semiannually on June 1 and December 1, and as of March 31, 2023, the unamortized debt discount and issuance costs total $ 3 million.

10 Interest payments are due semiannually on March 1 and September 1 and as of March 31, 2023, the unamortized debt discount and issuance costs total $ 16 million.

11 Interest payments are due semiannually on February 15 and August 15, and as of March 31, 2023, the unamortized debt discount and issuance costs total $ 6 million.

12 Interest payments are due semiannually on March 1 and September 1 and as of March 31, 2023, the unamortized debt discount and issuance costs total $ 28 million.

13 Interest payments are due semiannually on May 15 and November 15, and as of March 31, 2023, the unamortized debt discount and issuance costs total $ 3 million.

14 Interest payments are due semiannually on May 15 and November 15, and as of March 31, 2023, the unamortized debt discount and issuance costs total $ 11 million.

15 Interest payments are due semiannually on June 1 and December 1, and as of March 31, 2023, the unamortized debt discount and issuance costs total $ 10 million.

16 Interest payments are due semiannually on March 1 and September 1 and as of March 31, 2023, the unamortized debt discount and issuance costs total $ 26 million.

17 Interest payments are due semiannually on February 15 and August 15, and as of March 31, 2023, the unamortized debt discount and issuance costs total $ 18 million.

18 Interest payments are due semiannually on March 1 and September 1 and as of March 31, 2023, the unamortized debt discount and issuance costs total $ 14 million.

The fair value of our total debt borrowings was $ 9.5 billion and $ 9.3 billion as of March 31, 2023 and December 31, 2022, respectively, and was estimated based on quoted market prices.

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

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

Debt assumed consisted of the following:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The majority of 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 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.

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

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

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

On April 26, 2021, we entered into a revolving $ 1.5 billion five-year credit agreement that included an accordion feature which allowed the Company to increase the total commitments thereunder by up to 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 September 30, 2022 and December 31, 2021, there was no commercial paper outstanding.

As of March 31, 2023 and December 31, 2022, respectively, there was $ 898 million and $ 188 million of 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 basi s points.

We currently pay a commitment fee of 8 basis 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 t han 4 to 1, a nd this covenant level has never been exceeded.

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

T he 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.

Derivative Instruments

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

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.

As of March 31, 2023 and December 31, 2022, 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 March 31, 2023 and December 31, 2022, we entered into a series of interest rate swaps to mitigate or hedge the adverse fluctuations in interest rates on our future debt refinancing.

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

2 unchanged sentences

Undesignated Derivative Instruments

During the nine months ended September 30, 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 three months ended March 31, 2023 and twelve months ended December 31, 2022, 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 sheets.

These forward contracts do not qualify for hedge accounting.

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

As of March 31, 2023 and December 31, 2022, the aggregate notional value of these outstanding forward contracts was $ 1.6 billion and $ 1.8 billion, 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 sheets with their corresponding change in fair value recognized in selling and general expenses in the consolidated statements of income.

The amount recorded in prepaid and other current assets as of March 31, 2023 and December 31, 2022 was $ 25 million and $ 5 million, respectively.

The amount recorded in other current liabilities as of March 31, 2023 and December 31, 2022 was $ 1 million and $ 37 million, respectively.

The amount recorded in selling and general expense related to these contracts was a net gain of $ 29 million for three months ended March 31, 2023, and a net loss of $ 19 million for three months ended March 31, 2022, respectively

Net Investment Hedges

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

As of March 31, 2023 and December 31, 2022, we held cross currency swaps to hedge a portion of our net investment in one of our European subsidiaries against volatility in the Euro/U.S.

dollar exchange rate.

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

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.

As of March 31, 2023 and December 31, 2022, 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 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.

Accordingly, amounts related to the cross currency swaps recognized directly in net income for the three months ended March 31, 2023 represent net periodic interest settlements and accruals, which are recognized in interest expense, net.

We recognized net interest expense of $ 9 million and $ 10 million for the three months ended March 31, 2023 and 2022, respectively.

Cash Flow Hedges

Foreign Exchange Forward Contracts

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.

During the three months ended March 31, 2023 and the twelve months ended December 31, 2022, 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 2025 and the fourth quarter of 2024, respectively.

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

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

As of September 30, 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.

As of March 31, 2023, we estimate that $ 3 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 March 31, 2023 and December 31, 2022, the aggregate notional value of our outstanding foreign exchange forward contracts designated as cash flow hedges was $ 474 million and $ 529 million, respectively.

Interest Rate Swaps

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

As of March 31, 2023 and December 31, 2022, we held positions in a series of interest rate swaps.

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

1 unchanged sentence

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

As of September 30, 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,

As of March 31, 2023 and December 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, 2023 and December 31, 2022:

(in millions) March 31, December 31,

Balance Sheet Location 2023 2022

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Other non-current assets Interest rate swap contracts $ 110 $ 145

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

Derivatives designated as net investment hedges:

Other non-current assets Cross currency swaps $ 75 $ 84

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 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)

2022 2021 2022 2021

Cash flow hedges - designated as hedging instruments

Foreign exchange forward contracts $ ( 2 ) $ ( 4 ) Revenue, Selling and general expenses $ ( 6 ) $ 5

Interest rate swap contracts $ 56 $ 36 Interest expense, net $ ( 1 ) $ —

Net investment hedges - designated as hedging instruments

Cross currency swaps $ 70 $ 33 Interest expense, net $ ( 1 ) $ ( 1 )

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

5 unchanged sentences

Cross currency swaps $ ( 9 ) $ 21 Interest expense, net $ ( 1 ) $ ( 1 )

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

(in millions) Three Months Nine Months

2022 2021 2022 2021

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) 2023 2022

Cash Flow Hedges

Foreign exchange forward contracts

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

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

Change in fair value, net of tax 4 ( 3 )

2 unchanged sentences

Interest rate swap contracts

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

Net unrealized gains (losses) on cash flow hedges, net of taxes, beginning of period $ 48 $ ( 203 )

Change in fair value, net of tax ( 26 ) 85

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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 September 30 are as follows:

(in millions) Three Months Nine Months

2022 2021 2022 2021

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) 2023 2022

Service cost $ — $ 1

3 unchanged sentences

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

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.

Net periodic benefit cost related to our postretirement plans reflected in the table above was not material for the three months ended March 31, 2023 and 2022.

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, 2023.

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.

The effect of the assumption changes on retirement and postretirement expense for the three months ended March 31, 2023 did not have a material impact to our financial position, results of operations or cash flows.

In the first three months of 2023, we contributed $ 2 million to our retirement plans and expect to make additional required contributions of approximately $ 8 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 2023.

Stock-Based Compensation

We issue stock-based incentive awards to our eligible employees under the 2019 Stock Incentive Plan (“2019 Plan”) and to our eligible non-employee Directors under a Director Deferred Stock Ownership Plan.

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

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 beginning in the second quarter.

We issue stock-based incentive awards to our eligible employees under the 2019 Employee Stock Incentive Plan and to our eligible non-employee members of the Board of Directors under a Director Deferred Stock Ownership Plan.

For the three months ended March 31, 2023 and 2022, total stock-based compensation expense related to restricted stock and other stock-based awards was $ 46 million and $ 94 million, respectively.

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

During the three months ended March 31, 2023 , the Com pany granted 0.4 million shares of restricted stock and other stock-based awards, which had a weighted average grant date fair value of $ 338.29 per share.

Total unrecognized compensation expense related to unvested equity awards as of March 31, 2023 was $ 259 million , which is expected to be recognized over a weighted average period of 1.8 years .

On January 25, 2023, the Board of Directors approved an increase in the dividends for 2023 to a quarterly common stock dividend of $ 0.90 per share.

Stock Repurchases

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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.

On December 4, 2013, the Board of Directors approved a share repurchase program authorizing the purchase of 50 million shares (the “2013 Repurchase Program”), which was approximately 18 % of the total shares of our outstanding common stock at that time.

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

As of September 30, 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.

As of March 31, 2023, 25.7 million shares remained available under the 2022 Repurchase Program and the 2020 repurchase program was complete.

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

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

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The forward stock purchase contracts were classified as equity instruments.

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

The terms of each ASR agreement entered into during the three months ended March 31, 2023 and 2022, structured as outlined above, are as follows:

(in millions, except average price paid per share)

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Purchased Average Price Paid Per Share Total Cash Utilized

August 9, 2022 1

5.8 — 5.8 $ — $ 2,500

May 13, 2022 2

February 13, 2023 1

1.1 — 1.1 $ — $ 500

1 unchanged sentence

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 $ 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 $ 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.

1 The ASR agreement was structured as an uncapped ASR agreement in which we paid $ 500 million and initially received shares valued at 85 % of the $ 500 million at a price equal to the market price of the Company's common stock on February 13, 2023 when the Company received an initial delivery of 1.1 million shares from the ASR program.

The final settlement of the transaction under the ASR is expected to be completed no later than the second quarter of 2023.

The ASR agreement was executed under our 2022 Repurchase Program.

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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.

During the three months ended March 31, 2023, we received 1.6 million shares, including 0.4 million shares received in February of 2023 related to our December 2, 2022 ASR agreement.

During the three months ended March 31, 2023, we purchased a total of 1.1 million shares for $ 500 million of cash.

During the three months ended March 31, 2022, we purchased a total of 15.2 million shares for $ 7 billion of cash.

Redeemable Noncontrolling Interests

The agreement with the minority partners that own 27 % of our S&P Dow Jones Indices LLC joint venture contains redemption features whereby interests held by minority partners are redeemable either (i) at the option of the holder or (ii) upon the occurrence of an event that is not solely within our control.

occurrence of an event that is not solely within our control.

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.

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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.

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

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.

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.

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

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

Changes to redeemable noncontrolling interest during the three months ended March 31, 2023 were as follows:

(in millions)

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Net income attributable to redeemable noncontrolling interest 61

Equity contribution from redeemable noncontrolling interest 410

Distributions payable to redeemable noncontrolling interest ( 52 )

Redemption value adjustment 120

Balance as of September 30, 2022

Balance as of March 31, 2023

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.

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 nine months ended September 30, 2022:

The following table summarizes the changes in the components of accumulated other comprehensive loss for the three months ended March 31, 2023:

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

Balance as of December 31, 2022 $ ( 582 ) $ ( 349 ) $ 45 $ ( 886 )

Other comprehensive (loss) income before reclassifications

( 413 ) 1 ( 3 ) 205 ( 211 )

Other comprehensive income (loss) before reclassifications 45 1 1 ( 22 ) 24

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

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

Balance as of September 30, 2022

Net other comprehensive income (loss) 45 1 ( 21 ) 25

Balance as of March 31, 2023

$ ( 537 ) $ ( 348 ) $ 24 $ ( 861 )

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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 $ 2 million for the nine months ended September 30, 2022.

2 Reflects amortization of net actuarial losses and is net of a tax benefit of less than $ 1 million for the three months ended March 31, 2023.

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

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

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

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

2022 2021 2022 2021

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

(in millions, except per share amounts) 2023 2022

Amounts attributable to S&P Global Inc.

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Basic weighted-average number of common shares outstanding

329.6 240.9 314.5 240.8

Effect of stock options and other dilutive securities 0.8 1.1

Diluted weighted-average number of common shares outstanding

330.9 241.7 315.7 241.7

Earnings per share attributable to S&P Global Inc.

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

For the three and nine months ended September 30, 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.

For the three months ended March 31, 2023 and 2022, there were no stock options excluded.

Restricted performance shares outstanding of 0.8 million and 0.7 million as of March 31, 2023 and 2022, respectively, were excluded.

Restructuring

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

Our 2022 and 2021 restructuring plan consisted of a company-wide workforce reduction of approximately 759 and 30 positions, and is further detailed below.

Our 2023 and 2022 restructuring plan consisted of a company-wide workforce reduction of approximately 39 and 1,440 positions, respectively, and is further detailed below.

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

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

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

The initial restructuring charge recorded and the ending reserve balance as of March 31, 2023 by segment is as follows:

2023 Restructuring Plan 2022 Restructuring Plan

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Total $ 12 $ 12 $ 283 $ 103

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.

We recorded a pre-tax restructuring charge of $ 12 million primarily related to employee severance charges for the 2023 restructuring plan during the three months ended March 31, 2023.

We have made no reductions to the reserve for the 2023 restructuring plan.

The ending reserve balance for the 2022 restructuring plan was $ 164 million as of December 31, 2022.

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

For the three months ended March 31, 2023, we have reduced the reserve for the 2022 restructuring plan by $ 61 million.

The ending reserve balance for the 2021 restructuring plan was $ 3 million and $ 10 million as of March 31, 2023 and December 31, 2022, respectively.

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

Segment and Related Information

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:

We have 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 (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 September 30 is as follows:

Revenue Three Months Nine Months

Segment operating profit does not include Corporate Unallocated expense, equity in income on unconsolidated subsidiaries, other expense (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.

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

(in millions) 2023 2022

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Total revenue $ 3,160 $ 2,389

Operating Profit Three Months Nine Months

Operating Profit

(in millions) 2023 2022

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$ 229 $ 1,489

377 644 1,352 2,054

Commodity Insights 4

141 136 440 411

239 213 732 600

Engineering Solutions 7

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Total operating profit $ 1,144 $ 1,892

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

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

2 Operating profit for the three and nine months ended September 30, 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:

2 Operating profit for 2023 includes a gain on dispositions of $ 46 million, IHS Markit merger costs of $ 13 million, and employee severance charges of $ 6 million.

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

Additionally, operating profit for 2023 and 2022 includes amortization of intangibles from acquisitions of $ 141 million and $ 64 million, respectively.

3 Operating profit for 2023 and 2022 includes employee severance charges of $ 1 million and $ 5 million, respectively.

Additionally, operating profit for 2023 and 2022 includes amortization of intangibles from acquisitions of $ 2 million.

4 Operating profit for 2023 includes IHS Markit merger costs of $ 13 million and employee severance charges of $ 2 million.

Operating profit for 2022 includes employee severance costs of $ 7 million and acquisition-related costs of $ 2 million.

Additionally, operating profit for 2023 and 2022 includes amortization of intangibles from acquisitions of $ 33 million and $ 13 million, respectively.

5 Operating profit for 2023 includes IHS Markit merger costs of $ 1 million and acquisition-related costs of $ 1 million.

2022 includes acquisition-related costs of $ 1 million.

Additionally, operating profit for 2023 and 2022 includes amortization of intangibles from acquisitions of $ 74 million and $ 24 million, respectively.

6 Operating profit for 2023 includes a gain on disposition of $ 4 million, employee severance charges of $ 1 million and IHS Markit merger costs of $ 1 million.

Operating profit for 2022 includes employee severance charges of $ 2 million.

Additionally, operating profit for 2023 and 2022 includes amortization of intangibles from acquisitions of $ 9 million and $ 4 million, respectively.

7 Operating profit for 2022 includes employee severance charges of $ 1 million.

Additionally, operating profit for 2023 and 2022 includes amortization of intangibles from acquisitions of $ 2 million and $ 4 million, respectively.

8 Corporate Unallocated expense for 2023 includes IHS Markit merger costs of $ 37 million, disposition-related costs of $ 13 million, employee severance charges of $ 1 million, and acquisition-related costs of $ 1 million.

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, acquisition-related costs of $ 11 million and lease impairments of $ 5 million.

Additionally, Corporate Unallocated expense for 2023 includes amortization of intangibles from acquisitions of $ 1 million.

9 Equity in Income on Unconsolidated Subsidiaries for 2023 and 2022 includes amortization of intangibles from acquisitions of $ 14 million.

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

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

Three Months Ended September 30, 2022

Subscription $ 890 $ — $ 409 $ 281 $ 66 $ 94 $ — $ 1,740

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Total revenue $ 1,071 $ 824 $ 508 $ 358 $ 341 $ 100 $ ( 42 ) $ 3,160

Nine Months Ended September 30, 2022

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

Non-subscription / Transaction 111 992 96 179 — 16 — 1,394

Non-transaction — 1,353 — — — — ( 125 ) 1,228

Asset-linked fees — — — — 642 — — 642

Sales usage-based royalties — — 50 — 163 — — 213

Recurring variable revenue 277 — — — — — — 277

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

Timing of revenue recognition

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

Services transferred over time

2,663 1,353 1,138 618 995 208 ( 125 ) 6,850

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

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

Three Months Ended September 30, 2021

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

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

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

Timing of revenue recognition

Services transferred at a point in time $ 13 $ 551 $ 2 $ — $ — $ — $ — $ 566

Services transferred over time 541 466 253 — 298 — ( 37 ) 1,521

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

Nine Months Ended September 30, 2021

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

Non-subscription / Transaction 39 1,748 7 — — — — 1,794

Non-transaction — 1,359 — — — — ( 108 ) 1,251

Asset-linked fees — — — — 589 — — 589

Sales usage-based royalties — — 49 — 117 — — 166

Recurring variable revenue 40 — — — — 40

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

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

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 September 30:

(in millions) Three Months Nine Months

2022 2021 2022 2021

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

(in millions) 2023 2022

$ 1,926 $ 1,426

European region 711 567

Asia 322 227 912 648

Rest of the world 186 132

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

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 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.

During the three months ended March 31, 2023 and 2022, we a recorded pre-tax impairment charge of $ 6 million and $ 5 million related to the impairment and abandonment of operating lease related ROU assets.

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

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

(in millions) September 30, December 31,

The following table provides information on the location and amounts of our leases on our consolidated balance sheets as of March 31, 2023 and December 31, 2022:

(in millions) March 31, December 31,

Balance Sheet Location 2023 2022

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Lease liabilities — non-current Non-current lease liabilities 566 577

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

(in millions) Three Months Nine Months

2022 2021 2022 2021

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

(in millions) 2023 2022

Operating lease cost $ 30 $ 33

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Total lease cost $ 26 $ 32

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

(in millions) Three Months Nine Months

2022 2021 2022 2021

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

(in millions) 2023 2022

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

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

September 30, December 31,

March 31, December 31,

Weighted-average remaining lease term (years) 6.5 6.6

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(in millions)

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

2023 (Excluding the three months ended March 31, 2023)

2028 and beyond 265

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

During the three and nine months ended September 30, 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.

During the three months ended March 31, 2023 and 2022, S&P Dow Jones Indices LLC earned $ 44 million and $ 41 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.

Contractual Obligations

We typically have various contractual obligations, which are recorded as liabilities in our consolidated balance sheets, while other items, such as certain purchase commitments and other executory contracts, are not recognized.

For example, we are contractually committed to contracts for information-technology outsourcing, certain enterprise-wide information-technology software licensing and maintenance.

In the first quarter of 2023, S&P Global and Amazon Web Services (“AWS”) entered into a multi-year strategic collaboration agreement with a purchase obligation of $ 1.0 billion, before incremental credits, over a five-year period.

With AWS as its preferred cloud provider, S&P Global will enhance its cloud infrastructure, accelerate business growth, engineer new innovations for key industry segments, and help their customers navigate rapidly changing market conditions .

Legal and Regulatory Matters

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

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

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

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

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

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

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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.

From time to time, the Company receives customer complaints, particularly, though not exclusively, in its Ratings and Indices segments.

From time to time, the Company receives customer complaints.

The Company believes it has strong contractual protections in the terms and conditions included in its arrangements with customers.

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Recently Issued or Adopted Accounting Standards

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, and early adoption is permitted.

We early adopted this guidance on January 1, 2022.

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

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

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

In March of 2023, the Financial Accounting Standards Board (“FASB”) issued accounting guidance that requires all entities to amortize leasehold improvements associated with common control leases over the useful life to the common control group.

The guidance is effective for reporting periods beginning after December 15, 2023, however, early adoption is permitted.

We are currently evaluating the impact of the adoption of this guidance on our consolidated financial statements.

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

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

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

In December of 2022, the FASB amended its guidance to defer the sunset date from December 31, 2022 to December 31, 2024.

The Company may elect to adopt the amendments prospectively to transactions existing as of or entered into from the date of adoption through December 31, 2024.

1 unchanged sentence

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